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): January 26, 2007
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 File Number) (I.R.S. Employer
of incorporation) 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4 (c))
Item 5.02(e) DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On January 30, 2007 the Compensation Committee (the "Compensation
Committee") of the Board of Directors of Station Casinos, Inc. (the "Company")
approved the following cash bonuses for 2006, annual base salaries for 2007 and
a cash-based incentive plan for 2007 for the following executive officers of the
Company:
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2006 Bonus 2007 Base Salary 2007 Target Bonus
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Frank J. Fertitta III, $2,250,000 $2,250,000 200% of 2007
Chairman of the Board and Chief Executive base salary
Officer
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Lorenzo J. Fertitta, $1,305,000 $1,740,000 150% of 2007
Vice Chairman of the Board and President base salary
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William W. Warner, $600,000 $1,200,000 100% of 2007
Executive Vice President and Chief base salary
Operating Officer
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Glenn C. Christenson, $510,000 $1,020,000 100% of 2007
Executive Vice President, Chief Financial base salary
Officer, Chief Administrative Officer and
Treasurer
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Scott M Nielson, $480,000 $960,000 100% of 2007
Executive Vice President and Chief base salary
Development Officer
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The annual base salaries approved by the Compensation Committee for the
above-named executive officers of the Company are the same as the annual base
salaries paid to such executive officers in 2006. The bonus targets set for
2007 represent the maximum bonuses that will be available if the Company
achieves a specified level of EBITDA in 2007. Upon receipt of results of
operations of the Company for 2007, the Chief Executive Officer will review and
assess the performance of each of the other executive officers listed above and
provide his recommendations thereon to the Compensation Committee. The
Compensation Committee will review and assess the Chief Executive Officer's
performance. The Compensation Committee will determine bonuses for the Chief
Executive Officer and each of the other executives based on the Compensation
Committee's subjective and retrospective review and assessment of the
performance of each such executive in 2007 measured by a number of factors,
including the Company's financial performance relative to a variety of different
financial metrics, the Company's operational performance and contributions made
by such executive to the Company's performance. The Compensation Committee has
also retained the ability to award discretionary bonuses.
ITEM 8.01. OTHER EVENTS
As previously disclosed the Company has entered into development and
management agreements with the North Fork Rancheria of Mono Indians, a federally
recognized Native American tribe located near Fresno, California, with respect
to the proposed development and operation of a gaming and entertainment facility
to be located on approximately 305 acres of real property in Madera County,
California (the "Madera Property"). Fresno Land Acquisitions, LLC ("FLA"), a
wholly-owned subsidiary of the Company, and the Garold C. Brown Family Limited
Partnership and Garold C. Brown (the "Sellers") are parties to a written
agreement (the "Agreement") for the purchase and sale of the Madera Property.
Sellers recently sent a notice to FLA purporting to terminate the Agreement. On
January 8, 2007, FLA filed a complaint (the "Complaint") in the Superior Court
of the State of California for the County of Madera, seeking declaratory relief
and specific performance against the Sellers. On January 26, 2007, FLA and
Sellers entered into a settlement agreement whereby, among other things, FLA
purchased the Madera Property from Sellers pursuant to the terms of the
Agreement, including the original purchase price. The Company plans to continue
contributing financial support to this project, even though there can be no
assurances as to when or if the necessary governmental and regulatory approvals
will be obtained for the project.
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: February 1, 2007 By: Glenn C. Christenson
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Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief Administrative
Officer and Treasurer