EXHIBIT 3
Amendment to Rights Agreement
This Amendment to Rights Agreement (this "AMENDMENT"), dated as of
January 16, 1998, is made by and between Station Casinos, Inc., a Nevada
corporation (the "Company"), and Continental Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent").
WHEREAS, the Board of Directors of the Company has approved and
adopted this Amendment.
WHEREAS, the Company has authorized certain of its officers and
directors to execute this Amendment on its behalf;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by deleting Subsection 1(a)
thereof in its entirety and replacing such section with the following:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 15% or more
of the Common Shares of the Company then outstanding, but shall not include
the Company, any Subsidiary (as such term is hereinafter defined) of the
Company, any employee benefit plan of the Company or any Subsidiary of the
Company, any entity holding Common Shares of the Company for or pursuant to
the terms of any such plan, any Existing Equity Holders or Crescent Real
Estate Equities Company, a Texas real estate investment trust and its
Affiliates ("Crescent"); PROVIDED, HOWEVER, that Crescent shall be excepted
from the definition of Acquiring Person only to the extent it is a
Beneficial Owner as a result of the approval, execution and delivery of, or
consummation of the transactions contemplated by, that certain Agreement
and Plan of Merger between the Company and Crescent dated as of January 16,
1998, including, without limitation, the purchase by Crescent of the
Company's $100 Redeemable Preferred Stock.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the Company
which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 15%
or more of the Common Shares of the Company then outstanding; PROVIDED,
HOWEVER, that if a Person shall become the Beneficial Owner of 15% or
more of the Common Shares of the Company then outstanding by reason of
share purchases by the Company and shall, after such share purchases by
the Company, become the Beneficial Owner of any additional Common Shares
of the Company, then such Person shall be deemed to be an "Acquiring
Person". Notwithstanding the foregoing, if the Board of Directors of the
Company determines in good faith that a Person who would otherwise be an
"Acquiring Person", as defined pursuant to the foregoing provisions of
this paragraph (a), has become such inadvertently, and such Person
divests as promptly as practicable a sufficient number of Common Shares
so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), then such
Person shall not be deemed to be an "Acquiring Person" for any purposes
of this Agreement."
2. Except as expressly amended by this Amendment, the terms and
provisions of the Rights Agreement shall remain in effect as they were in effect
immediately prior to the date hereof.
3. All amendments made herein shall be effective as of the date hereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by the undersigned duly authorized officer of the Company.
Station Casinos, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Title: Executive Vice President
Continental Stock Transfer & Trust Company
By: /s/ Xxxxxxx Xxxxxxxxx
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Title: Vice President
