STATION CASINOS INC
8-K, 2001-01-04
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                December 20, 2000
                                -----------------
                Date of Report (date of earliest event reported)


                              Station Casinos, Inc.
                              ---------------------
             (Exact name of registrant as specified in its charter)


           Nevada                   000-21640                  88-0136443
           ------                   ---------                  ----------
      (State or other            (Commission file             (IRS employer
jurisdiction of incorporation)        number)             identification number)


                    2411 West Sahara Avenue
                       Las Vegas, Nevada                    89102
                      ------------------                    -----
         (Address of principal executive offices)         (Zip code)


                                 (702) 367-2411
                                 --------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)

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Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.

     On December 20, 2000, Kansas City Station Corporation and St. Charles
Riverfront Station, Inc. (the "Sellers"), both wholly owned subsidiaries of
Station Casinos, Inc. (the "Company"), sold substantially all of the assets of
Station Casino Kansas City and Station Casino St. Charles, respectively, for an
aggregate purchase price of approximately $488 million to Ameristar Casino
Kansas City, Inc. and Ameristar Casino St. Charles, Inc., respectively, both
wholly owned subsidiaries of Ameristar Casinos, Inc.

     The sales were consummated pursuant to (i) that certain Asset Purchase
Agreement dated as of October 17, 2000, by and among the Company, St. Charles
Riverfront Station, Inc., Ameristar Casinos, Inc. and Ameristar Casino St.
Charles, Inc. and (ii) that certain Asset Purchase Agreement dated as of October
17, 2000, by and among the Company, Kansas City Station Corporation, Ameristar
Casinos, Inc. and Ameristar Casino Kansas City, Inc.

                  The purchase price was paid in cash and the amount was
determined through arms-length negotiations between the Company and Ameristar
Casinos, Inc.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

                  Not applicable

                  (b)      PRO FORMA FINANCIAL INFORMATION.

                  The required pro forma financial information relating to the
Registrant's disposition of Station Casino Kansas City and Station Casino St.
Charles for the nine months ended September 30, 2000 and the twelve months ended
December 31, 1999 is attached hereto as an exhibit.

                  (c)      EXHIBITS.

                  A list of exhibits included as a part of this report is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.


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                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                                STATION CASINOS, INC.



Date:    January 4, 2001                    /s/ GLENN C. CHRISTENSON
         ---------------                    -------------------------------
                                                Glenn C. Christenson
                                                Executive Vice President
                                                and Chief Financial Officer


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                                  EXHIBIT INDEX

10.54    Asset Purchase Agreement dated as of October 17, 2000, by and among the
         Company, St. Charles Riverfront Station, Inc., Ameristar Casinos, Inc.
         and Ameristar Casino St. Charles, Inc.

10.55    Asset Purchase Agreement dated as of October 17, 2000, by and among the
         Company, Kansas City Station Corporation, Ameristar Casinos, Inc. and
         Ameristar Casino Kansas City, Inc.

99.1     Press Release, dated December 20, 2000.

99.2     Pro Forma Financial Information




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