SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 14, 2004
STATION CASINOS, INC
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(Exact name of registrant as specified in its charter)
Nevada 000-21640 88-0136443
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2411 West Sahara Avenue, Las Vegas, Nevada 89102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 367-2411
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N/A
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(Former name or former address, if changed since last report)
ITEM 8.01. OTHER EVENTS.
On July 13, 2004, the Compensation and Governance Committee of the Board of
Directors of the Company approved the grant of an aggregate of 1.1 million
shares of restricted common stock to the Company's top six executive officers.
The shares will vest annually in equal installments over a ten-year period.
These grants are designed to provide long-term incentives to motivate and retain
the senior management team. Due to the recent retirement of the Company's former
Chief Operating Officer, an aggregate of 754,704 shares underlying unvested
options and unvested restricted shares were forfeited by him. Those shares
thereby became available again for grant under the Company's Stock Compensation
Program which is described in the Company's most recently filed Proxy Statement.
The additional charges to the Company of the new restricted stock grants, the
reduction in charges due to the forfeited restricted shares, as well as the
related increase in the net number of shares of common stock outstanding are
reflected in the guidance provided in the Company's earnings release dated July
14, 2004. The earnings release is posted on the Company's website at
www.stationcasinos.com.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Station Casinos, Inc.
Date: July 14, 2004 By: /s/ Glenn C. Christenson
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Glenn C. Christenson
Executive Vice President, Chief
Financial Officer,
Chief Administrative
Officer and Treasurer
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