UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)(1)
| STATION CASINOS, INC. (Name of Issuer) |
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COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) |
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857689103 (CUSIP Number) |
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| Frank J. Fertitta III | (702) 367-2411 | |
| Chief Executive Officer | 2411 W. Sahara Avenue | |
| STATION CASINOS, INC. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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May 6, 2002 (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13D | ||||
CUSIP No. 857689103 |
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| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Frank J. Fertitta III 530-76-5077 |
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| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | o | |||
| (b) | ý | |||||
| (3) | SEC USE ONLY | |||||
| (4) | SOURCE OF FUNDS* | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o | ||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
United States |
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| NUMBER OF | (7) | SOLE VOTING POWER | ||
| SHARES | 9,793,817 | |||
| BENEFICIALLY | ||||
| OWNED BY | (8) | SHARED VOTING POWER | ||
| EACH | -0- | |||
| REPORTING | ||||
| PERSON | (9) | SOLE DISPOSITIVE POWER | ||
| WITH | 9,793,817 | |||
| (10) | SHARED DISPOSITIVE POWER | |||
| -0- | ||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
9,793,817 |
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| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o | ||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
16.1% |
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| (14) | TYPE OF REPORTING PERSON* | |||||
IN |
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| *SEE INSTRUCTIONS BEFORE FILLING OUT! | ||||||
| SCHEDULE 13D | ||||
CUSIP No. 857689103 |
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| (1) | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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Lorenzo J. Fertitta 530-76-5113 |
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| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) | o | |||
| (b) | ý | |||||
| (3) | SEC USE ONLY | |||||
| (4) | SOURCE OF FUNDS* | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
o | ||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
United States |
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| NUMBER OF | (7) | SOLE VOTING POWER | ||
| SHARES | 6,003,487 | |||
| BENEFICIALLY | ||||
| OWNED BY | (8) | SHARED VOTING POWER | ||
| EACH | -0- | |||
| REPORTING | ||||
| PERSON | (9) | SOLE DISPOSITIVE POWER | ||
| WITH | 6,003,487 | |||
| (10) | SHARED DISPOSITIVE POWER | |||
| -0- | ||||
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
6,003,487 |
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| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* | o | ||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
10.4% |
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| (14) | TYPE OF REPORTING PERSON* | |||||
IN |
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| *SEE INSTRUCTIONS BEFORE FILLING OUT! | ||||||
| (a) | Title of Class of Equity Securities: | |||
Common Stock, par value $.01 per share |
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(b) |
Name and Address of Issuer: |
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Station Casinos, Inc. 2411 West Sahara Avenue Las Vegas, Nevada 89102 |
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This Amendment No. 6 to Schedules 13D filed June 10, 1993 for each of Frank J. Fertitta III and Lorenzo J. Fertitta (the "Reporting Persons") is made to reflect the decrease in beneficial ownership by the Reporting Persons as a result of certain open market dispositions of stock since the date of the Amendment No. 5 to the Schedules 13D filed April 30, 2002. |
ITEM 2. IDENTITY AND BACKGROUND
| (i) | (a) | Name: | ||
Frank J. Fertitta III |
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(b) |
Business Address: |
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2411 West Sahara Avenue, Las Vegas, Nevada 89102 |
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(c) |
Principal Occupation and Business Address: |
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Chief Executive Officer, Station Casinos, Inc. 2411 West Sahara Avenue Las Vegas, Nevada 89102 |
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(d) |
Criminal Proceedings: |
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No |
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(e) |
Civil Proceedings: |
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No |
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(f) |
Citizenship: |
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United States |
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(ii) |
(a) |
Name: |
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Lorenzo J. Fertitta |
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(b) |
Business Address: |
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2411 West Sahara Avenue Las Vegas, Nevada 89102 |
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(c) |
Principal Occupation and Business Address: |
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President, Station Casinos, Inc. 2411 West Sahara Avenue Las Vegas, Nevada 89102 |
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(d) |
Criminal Proceedings: |
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No |
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(e) |
Civil Proceedings: |
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No |
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(f) |
Citizenship: |
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United States |
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 5(c) below.
ITEM 4. PURPOSE OF THE TRANSACTION
The securities reported are being held by the Reporting Persons for investment purposes. The Reporting Persons may make additional purchases from time to time, subject to applicable law. Any decision to make such additional purchases will depend, however, on various factors, including without limitation, the price of the common stock, stock market conditions and the business prospects of the issuer. At any time, the Reporting Persons may also determine to dispose of some or all of the common stock depending on various similar considerations, subject to applicable law. On April 17, 2002, each of Frank J. Fertitta III and Lorenzo J. Fertitta filed a Form 144 indicating his intention to sell up to 682,000 shares and 682,000 shares, respectively, of common stock of the issuer. Other than as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the matters specified in Item 4 of Form 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
FRANK J. FERTITTA III
9,793,817 (16.1%)
9,793,817
Shared Voting and Dispositive Power:
-0-
On April 26, 2002, Mr. Frank J. Fertitta, III sold 49,400 shares of common stock in an open market sale at a price of $18.6046 per share. On April 29, 2002, Mr. Frank J. Fertitta, III sold 9,050 shares of common stock in an open market sale at a price of $18.474 per share. On April 30, 2002, Mr. Frank J. Fertitta, III sold 149,450 shares of common stock in an open market sale at a price of $18.4498 per share. On May 1, 2002, Mr. Frank J. Fertitta, III sold 6,100 shares of common stock in an open market sale at a price of $18.4689 per share. On May 2, 2002, Mr. Frank J. Fertitta, III sold 93,900 shares of common stock in an open market sale at a price of $18.3536 per share.1
LORENZO J. FERTITTA
6,003,487 (10.4%)
6,003,487
Shared Voting and Dispositive Power:
-0-
On April 26, 2002, Mr. Lorenzo J. Fertitta sold 49,400 shares of common stock in an open market sale at a price of $18.6046 per share. On April 29, 2002, Mr. Lorenzo J. Fertitta sold 9,050 shares of common stock in an open market sale at a price of $18.474 per share. On April 30, 2002, Mr. Lorenzo J. Fertitta sold 149,450 shares of common stock in an open market sale at a price of $18.4498 per share. On May 1, 2002, Mr. Lorenzo J. Fertitta sold 6,100 shares of common stock in an open market sale at a price of $18.4689 per share. On May 2, 2002, Mr. Lorenzo J. Fertitta sold 93,900 shares of common stock in an open market sale at a price of $18.3536 per share.2
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 6, 2002 | By: | /s/ FRANK J. FERTITTA III |
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| Name: | Frank J. Fertitta III | |||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: May 6, 2002 | By: | /s/ LORENZO J. FERTITTA |
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| Name: | Lorenzo J. Fertitta | |||