-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrG+p5MNEzPG+L05Y81AMhPAzDwuDLaLhi4akyNI6Ok0M3JKBRUm8dcXJrJxSdM6 JIEvEGXdSfTedYLz7++j8w== 0001104659-07-082568.txt : 20071113 0001104659-07-082568.hdr.sgml : 20071112 20071113172956 ACCESSION NUMBER: 0001104659-07-082568 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 GROUP MEMBERS: FCP VOTECO, LLC GROUP MEMBERS: LORENZO J. FERTITTA GROUP MEMBERS: THOMAS J. BARRACK, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATION CASINOS INC CENTRAL INDEX KEY: 0000898660 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880136443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48915 FILM NUMBER: 071239726 BUSINESS ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERTITTA FRANK J III CENTRAL INDEX KEY: 0000941343 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: 2411 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 SC 13D/A 1 a07-29229_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 34 and 35)*

STATION CASINOS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

857689103

(CUSIP Number)

Frank J. Fertitta III

Chief Executive Officer

STATION CASINOS, INC.

1505 South Pavilion Center Drive,

Las Vegas, Nevada 89135

(702) 367-2411

with a copy to:

Kenneth J. Baronsky, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30th Floor

Los Angeles, California 90017

(213) 892-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 7, 2007

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“Act”) 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).

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) FCP Voteco, LLC EIN: 26-0443751

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds *(See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 41.7

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 41.7

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 41.7

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares* (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 100%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas J. Barrack, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 41.7

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 41.7

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 41.7

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 100%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frank J. Fertitta III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 41.7

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 41.7

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 41.7

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 100%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lorenzo J. Fertitta

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 41.7

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 41.7

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 41.7

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 100%

	14.	Type of Reporting Person (See Instructions) IN

EXPLANATORY NOTES: This amendment to Schedule 13D (this “Schedule 13D”), among other things, amends and supplements (1) the Schedule 13D originally filed by Frank J. Fertitta III (“Mr. Frank Fertitta”) on June 10, 1993, and all amendments thereto (the “Frank Fertitta Schedule 13D”) and (2) the Schedule 13D originally filed by Lorenzo J. Fertitta (“Mr. Lorenzo Fertitta”) on June 10, 1993, and all amendments thereto (the “Lorenzo Fertitta Schedule 13D”). This Schedule 13D is also filed by FCP Voteco, LLC, a Delaware limited liability company (“Voteco”), and Thomas J. Barrack, Jr. (“Mr. Barrack”). Each of Voteco, Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta is a Reporting Person hereunder (together, the “Reporting Persons”).

On November 7, 2007, Station Casinos, Inc., a Nevada corporation (the “Issuer”) completed its merger (the “Merger”) with FCP Acquisition Sub, a Nevada corporation (“Merger Sub”), pursuant to which Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation. The Merger was completed pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2007 and amended as of May 4, 2007, among the Issuer, Fertitta Colony Partners LLC, a Nevada limited liability company (“Parent”), and Merger Sub.

Item 1.	Security and Issuer
This Schedule 13D relates to the voting common stock, $0.01 par value per share (the “Common Stock”), of the Issuer. The principal executive office of the Issuer is located at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.
Item 2.	Identity and Background
(a) - (c) This Schedule 13D is being filed jointly on behalf of Mr. Frank Fertitta, Mr. Lorenzo Fertitta, Voteco and Mr. Barrack. Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta are the initial members and the managers of Voteco. Each of Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta holds a 33.3% interest in Voteco. Voteco is the registered owner of the shares of Common Stock. Voteco’s principal business is its investment in such shares. Mr. Barrack’s present principal occupation is Chairman and Chief Executive Officer of Colony Capital, LLC (“Colony”) and Colony Advisors, LLC (“Colony Advisors”). The principal business of Colony and Colony Advisors is that of making investments in real estate-related assets and operating companies with a strategic dependence on such assets. Mr. Frank Fertitta’s present principal occupation is Chief Executive Officer and Chairman of the Board of Directors of the Issuer. Mr. Lorenzo Fertitta’s present principal occupation is President and Vice Chairman of the Board of Directors of the Issuer. The business address of the principal business and principal office of each of Voteco, Colony and Colony Advisors and the business address of Mr. Barrack is 1999 Avenue of the Stars, Suite 1200, Los Angeles, California 90067. The business address of each of Mr. Frank Fertitta and Mr. Lorenzo Fertitta is 1505 South Pavilion Drive, Las Vegas, Nevada 89135. (d) and (e) During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Persons are all United States citizens. This Item 2 shall be deemed to amend and restate Item 2 of each of the Frank Fertitta Schedule 13D and the Lorenzo Fertitta Schedule 13D in its entirety.

Item 3.	Source and Amount of Funds or Other Consideration
On November 7, 2007, substantially simultaneously with the consummation of the Merger, Voteco acquired 41.7 shares of Common Stock from the Issuer at a price of $1.00 per share for the aggregate purchase price of $41.70 in cash pursuant to the Subscription Agreement, dated as of November 7, 2007, between the Issuer and Voteco (the “Subscription Agreement”) (such transaction, the “Acquisition”). Voteco acquired such cash from Mr. Frank Fertitta, Mr. Lorenzo Fertitta and Mr. Barrack in the form of capital contributions made by each such Reporting Person to Voteco for the purpose of acquiring such 41.7 shares of Common Stock pursuant to the Amended and Restated Operating Agreement of Voteco, dated as of November 7, 2007, among Mr. Frank Fertitta, Mr. Lorenzo Fertitta and Mr. Barrack (the “Voteco Operating Agreement”). The information set forth in this Item 3 shall be deemed to amend and restate Item 3 of each of the Frank Fertitta Schedule 13D and the Lorenzo Fertitta Schedule 13D in its entirety.
Item 4.	Purpose of Transaction
At the effective time of the Merger, each share of Common Stock (other than shares of Common Stock owned by Parent, Merger Sub, FCP Holding, Inc., a Nevada corporation (“FCP Holding”), Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners”), or any wholly-owned subsidiary of the Issuer and other than shares of Common Stock held in treasury) was canceled and converted into the right to receive $90.00 in cash, without interest. Substantially simultaneously with the consummation of the Merger, the Issuer issued 41.7 new shares of Common Stock to Voteco for the purchase price of $41.70. The response to Item 3 is incorporated herein by reference. In addition, all outstanding shares of Common Stock owned by Fertitta Partners (including shares of Common Stock which were contributed to Fertitta Partners by Mr. Frank Fertitta and Mr. Lorenzo Fertitta) were converted into shares of non-voting common stock, par value $0.01 per share (the “Non-Voting Common Stock”), of the Issuer, and all outstanding shares of common stock in Merger Sub were converted into shares of Non-Voting Common Stock. As a result of the Merger and the Acquisition, the Issuer is now directly owned by FCP Holding, a wholly owned subsidiary of Parent, Fertitta Partners and Voteco. All of the Common Stock of the Issuer is owned by Voteco. Approximately 24.1% of the issued and outstanding shares of Non-Voting Common Stock is owned by Fertitta Partners, which is owned by affiliates of Mr. Frank Fertitta, affiliates of Mr. Lorenzo Fertitta, affiliates of Mr. and Mrs. Sartini, and certain officers and other members of management of the Issuer. The remaining 75.9% of the issued and outstanding shares of Non-Voting Common Stock is owned by FCP Holding. Parent is owned by an affiliate of Colony and affiliates of Mr. Frank Fertitta and Mr. Lorenzo Fertitta. The Common Stock ceased trading on the New York Stock Exchange at market close on November 7, 2007, and will no longer be listed on any exchange or quotation system, because the Issuer ceased to be a publicly-traded company as a result of the Merger. However, the Issuer will continue to file periodic reports with the Securities and Exchange Commission because the Common Stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such reports may be required by indentures governing the outstanding indebtedness of the Issuer or applicable law. The Non-Voting Common Stock is not registered under the Exchange Act. The purpose of the Merger and the Acquisition was to acquire control of the Issuer. As a result of its ownership of 100% of the outstanding shares of Common Stock of the Issuer, Voteco is able to govern all matters of the Issuer that are subject to the vote of the stockholders, including the appointment of

directors and the amendment of the Issuer’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.

As previously disclosed, the Merger resulted in a change in the Issuer’s board of directors, a change in the Issuer’s charter and bylaws, and the delisting of the Common Stock from the New York Stock Exchange. The information set forth in Items 3.01, 5.01, 5.02 and 5.03 of the Issuer’s Current Report on Form 8-K filed on November 8, 2007 (the “November 8, 2007 Form 8-K”) is incorporated by reference into this Item 4.

Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals that relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D.

The information set forth in this Item 4 shall be deemed to amend and restate Item 4 of each of the Frank Fertitta Schedule 13D and the Lorenzo Fertitta Schedule 13D in its entirety.

Item 5.

Interest in Securities of the Issuer

(a) and (b) Voteco owns 41.7 shares of Common Stock as of November 7, 2007, which represents 100% of the outstanding Common Stock of the Issuer as of November 7, 2007, after giving effect to the Acquisition. Voteco has the sole power to vote such shares. Voteco’s power to dispose of such shares is subject to the Transfer Restriction Agreement, dated as of November 7, 2007, among the Reporting Persons, FCP Holding and Fertitta Partners (FCP Holding and Fertitta Partners are referred to herein as the “Non-Voting Stockholders”) (the “Transfer Restriction Agreement”), pursuant to which Voteco may not transfer any shares of Common Stock, except as provided in such Transfer Restriction Agreement. Moreover, transfers of Common Stock are subject to certain restrictions on transfer set forth in the Equityholders Agreement, dated as of November 7, 2007, among the Issuer, Parent, Fertitta Partners, FCP Holding, Voteco and the members of Parent and Fertitta Partners named therein (the “Equityholders Agreement”). The response to Item 6 is incorporated herein by reference.

Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta, as initial members and managers of Voteco, may be deemed to have acquired beneficial ownership of the 41.7 shares of Common Stock owned by Voteco, which shares represent 100% of the outstanding Common Stock of the Issuer as of November 7, 2007. Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta, as the managers of Voteco, have the sole power to direct the vote of the shares held by Voteco pursuant to the Voteco Operating Agreement.

By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Mr. Barrack, Mr. Frank Fertitta and Mr. Lorenzo Fertitta disclaim beneficial ownership of the Common Stock.

The Cover Pages of this Schedule 13D are incorporated herein by reference.

(c) Except as set forth in Item 3, there have been no transactions effected in the shares of Common Stock during the past 60 days by either of Voteco or Mr. Barrack. With respect to Mr. Frank Fertitta and Mr. Lorenzo Fertitta, the following transactions were effected in shares of Common Stock on November 7, 2007 in connection with the completed Merger of Merger Sub with and into the Issuer:

(1) Parent purchased 974,637 shares of Common Stock from Mr. Frank Fertitta and 854,641 shares of Common Stock from Mr. Lorenzo Fertitta pursuant to the Stock Purchase Agreement, dated as of November 7, 2007, by and among Parent, an affiliate of Mr. Frank Fertitta, an affiliate of Mr. Lorenzo Fertitta and the other parties thereto;

(2) Mr. Frank Fertitta contributed 3,979,884 shares of Common Stock and Mr. Lorenzo Fertitta contributed 4,038,153 shares of Common Stock to Fertitta Partners in exchange for membership interests in Fertitta Partners;

(3) 99,999 shares of Common Stock beneficially owned by Mr. Frank Fertitta and 181,324 shares of Common Stock beneficially owned by Mr. Lorenzo Fertitta were cancelled and converted into the right to receive $90.00, without interest, pursuant to the Merger Agreement; and

(4) Stock options owned by Mr. Frank Fertitta, representing 663,900 shares of Common Stock, and stock options owned by Mr. Lorenzo Fertitta, representing 661,400 shares of Common Stock, were cancelled and extinguished, and each of Mr. Frank Fertitta and Mr. Lorenzo Fertitta was entitled to receive an amount in cash equal to the product of (i) the applicable number of shares of Common Stock subject to such stock options and (ii) the excess, if any, of $90.00 over the exercise price per share of such stock options, without interest, pursuant to the Merger Agreement.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by the Reporting Persons.

(e) Not applicable.

This Item 5 shall be deemed to amend and restate Item 5 of each of the Frank Fertitta Schedule 13D and the Lorenzo Fertitta Schedule 13D in its entirety.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Items 3 and 4 are incorporated herein by reference.

The Transfer Restriction Agreement provides, among other things, that (i) the Non-Voting Stockholders have the option to purchase shares of Common Stock held by Voteco upon the transfer of Non-Voting Common Stock of the Issuer to a proposed purchaser who, in connection with the proposed sale, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all filings, notices or declarations required to be made with, all gaming authorities under all applicable gaming laws (an “Approved Purchaser”), and (ii) Voteco will not transfer ownership of shares of Common Stock owned by it except pursuant to such option of the Non-Voting Stockholders. The Transfer Restriction Agreement provides that such option, upon approval by the applicable gaming authorities, shall be assigned to such Approved Purchaser. The exercise price of the Non-Voting Stockholders’ option on shares of Common Stock has been set to reimburse Voteco its original cost of acquiring such shares, plus interest accruing at a rate of 6% per year on the original purchase price. This summary of the Transfer Restriction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transfer Restriction Agreement, which is attached hereto as Exhibit 7.29 and incorporated by reference in its entirety into this Item 6.

Pursuant to the Equityholders Agreement, the Common Stock of the Issuer may only be transferred pursuant to certain permitted transfers, generally defined as a pledge of shares made pursuant to a bona fide loan transaction which creates merely a security interest (but not including any foreclosure of such pledge) and a transfer of shares to a family trust that benefits only the transferor and specified family members or for estate planning purposes only to specified family members. The Equityholders Agreement also provides that the Common Stock may only be transferred pursuant to certain “tag along” rights in connection with sales of Non-Voting Common Stock of the Issuer and certain “drag along”

rights in connection with a sale of all the capital stock of the Issuer to a purchaser other than another stockholder, and in accordance with certain right of first offer provisions, which require a Non-Voting Stockholder making a transfer (other than a permitted transfer) of capital stock of the Issuer to offer to sell to the Issuer and each other Non-Voting Stockholder the capital stock proposed to be sold. This summary of the Equityholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Equityholders Agreement, which is attached hereto as Exhibit 7.30 and incorporated by reference in its entirety into this Item 6.

As described in Section 1 of Item 1.01 of the November 8, 2007 Form 8-K, the Issuer entered into a new senior secured credit facility (the “Credit Facility”) in connection with the consummation of the Merger. All of the shares of Common Stock and Non-Voting Common Stock of the Issuer, together with the shares and other ownership interests in certain subsidiaries of the Issuer, were pledged to Deutsche Bank Trust Company Americas, as collateral agent under the Credit Facility (the “Collateral Agent”), as collateral security for all obligations under the Credit Facility. The Collateral Agent may acquire ownership of such shares if the Issuer defaults under the Credit Facility.

Except as set forth above and as described in Items 3 and 4, none of the Reporting Persons nor any other person disclosed in Item 2 has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

This Item 6 shall be deemed to amend and restate Item 6 of each of the Frank Fertitta Schedule 13D and the Lorenzo Fertitta Schedule 13D in its entirety.

Item 7.

Material to Be Filed as Exhibits

Exhibit		Description
Exhibit 7.01		Joint Filing Agreement

Exhibit 7.29		Transfer Restriction Agreement dated as of November 7, 2007 among the Reporting Persons, FCP Holding and Fertitta Partners

Exhibit 7.30		Equityholders Agreement dated as of November 7, 2007 among the Issuer, Parent, Fertitta Partners, FCP Holding, Voteco and the members of Parent and Fertitta Partners named therein (incorporated herein by reference to Exhibit 10.14 of the Issuer’s Current Report on Form 8-K filed on November 8, 2007).

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2007

	FCP VOTECO, LLC

	By:	/s/ Lorenzo J. Ferittta
		Name: Lorenzo J. Fertitta
		Title: Vice President


		/s/ Thomas J. Barrack, Jr.
		Thomas J. Barrack, Jr.


		/s/ Frank J. Fertitta III
		Frank J. Fertitta III


		/s/ Lorenzo J. Fertitta
		Lorenzo J. Fertitta

EX-7.01 2 a07-29229_1ex7d01.htm EX-7.01

Exhibit 7.01

JOINT FILING AGREEMENT

This Agreement is made this 13th day of November, 2007, by and among each of the undersigned.

WHEREAS, each of the undersigned is required to file an amendment to Schedule 13D with respect to ownership of securities in Station Casinos, Inc.;

NOW, THEREFORE, the undersigned agree to file only one amendment to Schedule 13D reflecting their combined beneficial ownership of securities in Station Casinos, Inc., and each of the undersigned hereby designates and appoints the other as his attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any further amendments to such Schedule 13D.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

	FCP VOTECO, LLC

	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta
		Title: Vice President


		/s/ Thomas J. Barrack, Jr.
		Thomas J. Barrack, Jr.


		/s/ Frank J. Fertitta III
		Frank J. Fertitta III


		/s/ Lorenzo J. Fertitta
		Lorenzo J. Fertitta

EX-7.29 3 a07-29229_1ex7d29.htm EX-7.29

Exhibit 7.29

TRANSFER RESTRICTION AGREEMENT

This Transfer Restriction Agreement (this “Agreement”) is made as of November 7, 2007 by and among Thomas J. Barrack, Jr. (“Mr. Barrack”), Frank J. Fertitta III and Lorenzo J. Fertitta (together, the “Fertitta Members,” and together with Mr. Barrack, the “VoteCo Members”), FCP VoteCo, LLC, a Nevada limited liability company (“VoteCo”), FCP Holding, Inc., a Nevada corporation (“FCP Holding”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners” and together with FCP Holding, the “Non-Voting Holders”).

RECITALS

WHEREAS, Fertitta Colony Partners LLC, a Nevada limited liability company (“Fertitta Colony Partners”) and its wholly-owned subsidiary, FCP Acquisition Sub, a Nevada corporation (“Merger Sub”), entered into that certain Agreement and Plan of Merger dated as of February 23, 2007, as amended, pursuant to which Merger Sub will merge with and into Station Casinos, Inc., a Nevada corporation (the “Company”), with the Company to continue as the surviving corporation;

WHEREAS, the Company is authorized to issue Voting Common Stock, par value $0.01 per share (the “Voting Common Stock”), and Non-Voting Common Stock, par value $0.01 per share (the “Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”);

WHEREAS, the Company, VoteCo, FCP Holding, Fertitta Partners, Fertitta Colony Partners, the VoteCo Members, FC Investor, LLC, FJF Investco, LLC, LJF Investco, LLC, BLS Investco, LLC and the other equityholders of Fertitta Partners and Fertitta Colony Partners identified on the signature pages thereto, are parties to that certain Equityholders Agreement, dated as of the date hereof (the “Equityholders Agreement”) which sets forth certain rights and restrictions relating to the Common Stock;

WHEREAS, from time to time, VoteCo may acquire additional shares of Voting Common Stock or other capital stock of the Company convertible into, exchangeable for or otherwise providing VoteCo with the right to acquire shares of Voting Common Stock; and the Non-Voting Holder(s) may acquire additional shares of Non-Voting Common Stock or other capital stock of the Company convertible into, exchangeable for or otherwise providing the Non-Voting Holder(s) with the right to acquire shares of Non-Voting Common Stock;

WHEREAS, the VoteCo Members are the record and beneficial owners of all the issued and outstanding members’ interests of VoteCo (the “VoteCo Interests”);

WHEREAS, the parties hereto believe it is desirable and in their mutual best interests to provide for procedures regarding the ownership of the Voting Common Stock owned by VoteCo and the VoteCo Interests owned by the VoteCo Members; and

WHEREAS, the parties hereto further believe that the execution of this Agreement will help facilitate the continuous, harmonious and effective management of the Non-Voting Holders’ investment in the Company.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants, promises, agreements, representations and warranties of the parties hereto, the parties hereto hereby agree as follows:

Section 1. Certain Definitions. As used herein, the following terms have the respective meanings set forth below:

“Agreement” has the meaning given to such term in the introduction hereof.

“Approved Purchaser” means a proposed purchaser of Common Stock or Common Stock Equivalents, who, in connection with its proposed purchase of the Common Stock or Common Stock Equivalents, has obtained all licenses, permits, registrations, authorizations, consents, waivers, orders, findings of suitability or other approvals required to be obtained from, and has made all filings, notices or declarations required to be made with, all Gaming Authorities under all applicable Gaming Laws.

“Approved Sale” has the meaning given to such term in Section 3(a) hereof.

“Approved Sale Date” has the meaning given to such term in Section 3(b) hereof.

“Call Notice” has the meaning given to such term in Section 3(b) hereof

“Commissions” means the Nevada Gaming Commission and the National Indian Gaming Commission.

“Common Stock” has the meaning given to such term in the recitals set forth above.

“Common Stock Equivalents” means the Voting Equivalents or Non-Voting Equivalents of the Company.

“Company” has the meaning given to such term in the recitals set forth above.

“Corresponding Non-Voting Equivalents” means, with respect to any referenced Voting Equivalents, the Non-Voting Equivalents that are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to such specified Voting Equivalents.

“Corresponding Voting Equivalents” means, with respect to any referenced Non-Voting Equivalents, the Voting Equivalents that are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to such specified Non-Voting Equivalents.

“Equityholders Agreement” has the meaning given to such term in the recitals set forth above.

“FCP Holding” has the meaning given to such term in the introduction hereof.

“Fertitta Colony Partners” has the meaning given to such term in the recitals set forth above.

“Fertitta Members” means Frank J. Fertitta III and Lorenzo J. Fertitta.

“Fertitta Partners” has the meaning given to such term in the introduction hereof.

“Gaming Authorities” means all governmental authorities or agencies with regulatory control or jurisdiction over the gaming or gambling operations of the Company and its Subsidiaries or any person’s ownership of an interest herein, including without limitation the Commissions and the Nevada State Gaming Control Board.

“Gaming Laws” means any U.S. Federal, state, local or foreign statute, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated manufacturing, distribution, casino gambling and gaming activities and operations of the Company, including, without limitation, the gaming laws and regulations of the States of Nevada and California.

“Merger Sub” has the meaning given to such term in the recitals set forth above.

“Mr. Barrack” has the meaning given to such term in the introduction hereto.

“Non-Voting Common Stock” has the meaning given to such term in the recitals set forth above.

“Non-Voting Equivalents” means any securities of the Company convertible into, exchangeable for or otherwise providing the holder thereof any right to acquire shares of Non-Voting Common Stock, which securities are substantially equivalent in designations, preferences, limitations, restrictions and relative rights, but not as to voting, to a class or series of Voting Equivalents.

“Non-Voting Holders” has the meaning given to such term in the introduction hereto.

“Required Number” means the number of shares of Voting Common Stock or Voting Equivalents to be purchased by the Non-Voting Holder(s) from VoteCo pursuant to the exercise by the Non-Voting Holder(s) of their option to purchase Voting Common Stock or Voting Equivalents pursuant to the provisions of Section 3 hereof, in connection with an Approved Sale, as specified by the Non-Voting Holder(s) in a Call Notice delivered by the Non-Voting Holder(s) to VoteCo; provided that unless otherwise approved by the board of directors, board of managers or managing members, as the case may be, of each of the Non-Voting Holder(s), in accordance with the terms governing the organizational documents of each of the Non-Voting Holders, such specified number shall be equal to the product of (i) the number of shares of Voting Common Stock or Voting Equivalents, as applicable, held by VoteCo immediately prior to the consummation of such Approved Sale times (ii) a fraction, the numerator of which is the number of shares of Non-Voting Common Stock or Corresponding

Non-Voting Equivalents, as applicable, to be Transferred by the Non-Voting Holder(s) to such Approved Purchaser pursuant to such Approved Sale and the denominator of which is the total number of shares of Non-Voting Common Stock or Corresponding Non-Voting Equivalents, as applicable, held by all Non-Voting Holders immediately prior to consummation of such Approved Sale.

“Securities Act” means the Securities Act of 1933, as amended.

“Transfer” means to voluntarily or involuntarily sell, assign, dispose, pledge, exchange or in any other manner transfer with or without consideration, except pursuant to a distribution of shares by the Non-Voting Holder(s) to its partners. “Transferred” has the correlative meaning.

“VoteCo” has the meaning given to such term in the introduction hereof.

“VoteCo Interests” has the meaning given to such term in the recitals set forth above.

“VoteCo Member” has the meaning given to such term in the introduction hereof.

“VoteCo Operating Agreement” means that certain Amended and Restated Operating Agreement of VoteCo, dated the date hereof, as amended from time to time.

“Voting Common Stock” has the meaning given to such term in the recitals set forth above.

“Voting Equivalents” means any securities of the Company convertible into, exchangeable for or otherwise providing the holder thereof any right to acquire shares of Voting Common Stock.

“Voting Holder” means a holder of Voting Common Stock or Voting Equivalents; provided that the Non-Voting Holders shall not be considered Voting Holders, regardless of whether the Non-Voting Holders hold any Voting Common Stock.

Section 2. Restriction on Transfer.

(a) So long as VoteCo holds any shares of Voting Common Stock or Voting Equivalents, VoteCo shall not Transfer ownership of any or all such shares or equivalents owned by it except as contemplated by Section 3 hereof. The Transfer of record or beneficial ownership of any shares of Voting Common Stock or Voting Equivalents, by operation of law or otherwise, by or upon the direction or authorization of VoteCo shall be deemed invalid, null and void, and of no force or effect, unless such Transfer is made pursuant to the provisions of Section 3 hereof and Article 3 of the Equityholders Agreement.

(b) No VoteCo Member shall Transfer record or beneficial ownership of any or all of the VoteCo Interests owned by such VoteCo Member, unless such Transfer is made pursuant to

Section 12.4 of the VoteCo Operating Agreement or is otherwise approved in writing by the board of directors, board of managers or managing members, as the case may be, of each of the Non-Voting Holders. The Transfer of record or beneficial ownership of any VoteCo Interests, by operation of law or otherwise, by or upon the direction or authorization of any VoteCo Member shall be deemed invalid, null and void, and of no force or effect, and the transferee of any such VoteCo Interests shall not be entitled to vote such VoteCo Interests or receive distributions on such VoteCo Interests or have any other rights in or respecting such VoteCo Interests, unless such Transfer is approved in writing by the board of directors, board of managers or managing members, as the case may be, of each of the Non-Voting Holders.

Section 3. Call Option.

(a) Right to Call Voting Common Stock and Voting Equivalents. Notwithstanding any other provision hereof, on each occasion that any Non-Voting Holder proposes to Transfer (including, without limitation, by operation of law or pursuant to any merger, consolidation, reorganization or recapitalization) any of the shares of Non-Voting Common Stock or Non-Voting Equivalents held by it to an Approved Purchaser (any such transaction, an “Approved Sale”), then such Non-Voting Holder shall have an option, which, upon approval by the Gaming Authorities such Non-Voting Holder shall assign to such Approved Purchaser (such Approved Purchaser or such Non-Voting Holder, as applicable, hereinafter referred to as the “Optionholder”), to purchase from VoteCo upon such Approved Sale the Required Number of shares of Voting Common Stock, in the case of an Approved Sale of Non-Voting Common Stock, or Corresponding Voting Equivalents, in the case of an Approved Sale of Non-Voting Equivalents, at a cash price per unit equal to the sum of (a) the amount in cash or fair market value of any other consideration originally paid by VoteCo for such Required Number of shares of Voting Common Stock or Corresponding Voting Equivalents, as applicable, plus (b) the amount equivalent to a six percent (6%) annual rate of interest on such amount or fair market value, compounded annually, calculated from the date VoteCo acquired such shares of Voting Common Stock or Corresponding Voting Equivalents, as applicable, on the basis of a 360-day year comprised of twelve 30-day months, to and excluding the Approved Sale Date.

(b) Call Notice. Prior to consummating any Approved Sale, if the Optionholder elects to exercise the options granted to it under this Section 3, the Optionholder shall provide each of the Voting Holders with a written notice (the “Call Notice”) not less than five (5) days prior to the proposed date of the Approved Sale (the “Approved Sale Date”). The Call Notice shall state that the Optionholder is exercising its option to purchase shares of Voting Common Stock or Voting Equivalents pursuant to this Section 3 and shall set forth: (i) the name and address of the Optionholder, (ii) the aggregate number of shares of Non-Voting Common Stock and Non-Voting Equivalents held of record by such Optionholder as of the date of the Call Notice, (iii) the number of shares of Non-Voting Common Stock or Non-Voting Equivalents to be sold by such Optionholder to the Approved Purchaser pursuant to such Approved Sale, (iv) the Required Number of shares of Voting Common Stock or Voting Equivalents to be purchased by the Optionholder from VoteCo in connection with such Approved Sale, (v) the Approved Sale Date, (vi) the address for delivery of the certificates representing the shares of Voting Common Stock or Voting Equivalents to be purchased by the Optionholder and (vii) that the Optionholder has received all approvals required under the Gaming Laws.

(c) Delivery of Certificates. On the Approved Sale Date, VoteCo shall deliver to the Optionholder the certificates for the shares of Voting Common Stock or Voting Equivalents being sold by it to the Optionholder, duly endorsed for transfer with signatures guaranteed, in the manner and at the address indicated in the Call Notice against delivery of immediately available funds in the amount of the purchase price for such shares of Voting Common Stock or Voting Equivalents.

Regulatory Approvals. No option shall be assigned and no Voting Common Stock shall be sold or delivered without the receipt of all approvals required under Gaming Laws.

Section 4. Legends. VoteCo shall use its reasonable efforts to cause each certificate of the Company representing shares of Voting Common Stock or Voting Equivalents owned of record and beneficially by VoteCo to contain the following legends:

THE OWNERSHIP AND TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND RESTRICTED BY THE TERMS AND CONDITIONS OF A CERTAIN TRANSFER RESTRICTION AGREEMENT DATED AS OF NOVEMBER 7, 2007. THE COMPANY WILL FURNISH A COPY OF SUCH TRANSFER RESTRICTION AGREEMENT WITHOUT CHARGE TO ANY STOCKHOLDER ON REQUEST.

VoteCo shall use its reasonable efforts to cause each certificate of the Company representing shares of Voting Common Stock or Voting Equivalents to bear such other legends, including, without limitation, any legends VoteCo deems appropriate to assure that the Company complies with applicable Gaming Laws and the Company’s order of registration issued by the Nevada Gaming Commission, as amended from time to time.

Section 5. Recapitalization, etc.; After-Acquired Stock.

(a) The provisions of this Agreement (including any calculation of share ownership) shall apply to any and all shares of common stock of the Company or any capital stock, partnership interests or any other security evidencing ownership interests in any successor of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for, or in substitution of the Common Stock by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

(b) Whenever VoteCo becomes the record or beneficial owner of any additional shares of Voting Common Stock, such Voting Common Stock shall be subject to the terms of this Agreement and included in the definition of “Voting Common Stock” hereunder. Whenever VoteCo becomes the record or beneficial owner of any additional Voting Equivalents, such

Voting Equivalents shall be subject to the terms of this Agreement and included in the definition of “Voting Equivalents” hereunder. The certificates therefor shall be surrendered for legending in accordance with Section 4 of this Agreement, unless already so legended.

Section 6. Termination. This Agreement shall terminate upon the earlier of (a) VoteCo owning no shares of Voting Common Stock and no Voting Equivalents or (b) the Non-Voting Holders owning no shares of Non-Voting Common Stock and no Non-Voting Equivalents.

Section 7. Notices. Whenever notice is required to be given under the provisions of this Agreement, it shall be given in writing by hand-delivery, telefax, or United States registered or certified mail, return receipt requested, and shall be deemed to have been transmitted on the date such notice is so delivered, transmitted or mailed, if addressed as set forth below or to such other addresses and fax numbers as any of the parties hereto by written notice to the other parties hereto, may from time to time designate.

if to Mr. Barrack:

c/o Colony Capital, LLC
1999 Avenue of the Stars, Suite 1200
Los Angeles, California 90067
Facsimile: (310) 407-7407
Attn: Thomas J. Barrack, Jr.

if to the Fertitta Members:

c/o Station Casinos, Inc.
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Facsimile: (702) 367-9675
Attention: Frank J. Fertitta III
Lorenzo J. Fertitta

if to VoteCo:

c/o Colony Capital, LLC
1999 Avenue of the Stars, Suite 1200
Los Angeles, California 90067
Facsimile: (310) 407-7407
Attn: Thomas J. Barrack, Jr.

c/o Station Casinos, Inc.
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Facsimile: (702) 367-9675
Attention: Frank J. Fertitta III
Lorenzo J. Fertitta

if to FCP Holding:

c/o Fertitta Colony Partners LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Facsimile: (702) 367-9675
Attn: Frank J. Fertitta III

Lorenzo J. Fertitta

if to Fertitta Partners:

c/o Station Casinos, Inc.
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Facsimile: (702) 367-9675
Attention: Frank J. Fertitta III
Lorenzo J. Fertitta

with a copy of all notices to the Fertitta Members, VoteCo, FCP Holding and Fertitta Partners to (which shall not constitute notice):

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa Street, 30^th Floor
Los Angeles, California 90017
Facsimile: (213) 892-4733
Attn: Kenneth J. Baronsky

with a copy of all notices to Mr. Barrack, VoteCo or FCP Holding to (which shall not constitute notice):

c/o Colony Capital, LLC
1999 Avenue of the Stars, Suite 1200

Los Angeles, California 90067
Facsimile: (310) 282-8808
Attn: Ms. Joy Mallory

with a copy to (which shall not constitute notice):

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Facsimile: (212) 728-9208
Attn: Thomas M. Cerabino

Section 8. Additional Actions and Documents. Each party hereto shall take or cause to be taken such further actions and to execute and deliver such documents or instruments as may from time

to time be reasonably necessary in order to carry out the purposes of this Agreement.

Section 9. Specific Performance. The parties hereto recognize that the provisions herein contained are of particular importance for the protection and promotion of their existing and future interests; that the Common Stock of the Company and the VoteCo Interests will be closely held; and that the relationships of the parties to one another are and will be such that, in the event of any breach of this Agreement, a claim for monetary damages may not constitute an adequate remedy; and that it may, therefore, be necessary for the protection of all of the parties hereto and for the effectuation of the provisions of this Agreement, in the event of a breach of this Agreement, to apply for specific performance thereof. It is, accordingly, hereby agreed that no objection to the form of the action or to the form of relief prayed for in any proceeding for specific performance of this Agreement, shall be raised by any party hereto, in order that such relief may be obtained by the party aggrieved.

Section 10. Construction. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, to the singular include the plural, to the male gender include the female and neuter genders and vice versa, and to the part include the whole. The term “including” is not limiting. The words “hereof,” “herein,” “hereby,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section and clause references are to this Agreement unless otherwise specified.

Section 11. Miscellaneous.

(a) No Waiver. No waiver or modification of any term or condition of this Agreement shall be effective unless in writing signed by all the parties hereto.

(b) Severability. In case any of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions are not contained herein.

(c) Binding Effect. This Agreement shall be binding and inure to the benefit of the parties hereto, their respective heirs, guardians, personal representatives, successors, successors in interest, and assigns.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada.

(e) Counterparts. This Agreement may be executed in counterparts, (including by facsimile) each of which shall be an original, but all of which together shall constitute one document.

(f) Subject to Gaming Laws. This Agreement, and the provisions herein, are subject to all applicable Gaming Laws and the receipt of all prior approvals required thereunder.

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal with the intent that this be a sealed instrument, as of the day and year first above written.

	/s/ Thomas J. Barrack, Jr.
	THOMAS J. BARRACK, JR.


	/s/ Frank J. Fertitta III
	FRANK J. FERTITTA III


	/s/ Lorenzo J. Fertitta
	LORENZO J. FERTITTA


	FCP VOTECO, LLC


	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta
		Title: Vice President


	FCP HOLDING, INC.


	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta
		Title: Vice President


	FERTITTA PARTNERS LLC


	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta
		Title: Vice President

[Signature Page to VoteCo Transfer Restriction Agreement]

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Under the Securities Exchange Act of 1934 (Amendment No. 34 and 35)*

SIGNATURES

Under the Securities Exchange Act of 1934
(Amendment No. 34 and 35)*