UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant |X|
Filed by a Party other than the Registrant [_]
Check appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
|X| Soliciting Material under Rule 14a-12
AZTAR CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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Filed by: Aztar Corporation
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-5440
On May 19, 2006, Aztar Corporation published the following press release:
AZTAR TERMINATES MERGER AGREEMENT WITH PINNACLE;
ENTERS INTO AGREEMENT WITH COLUMBIA ENTERTAINMENT
PHOENIX, AZ, May 19, 2006 -Aztar Corporation (NYSE: AZR) today announced that it
has terminated its merger agreement with Pinnacle in accordance with its terms
and entered into a merger agreement with Wimar Tahoe Corporation d/b/a Columbia
Entertainment, the gaming affiliate of Columbia Sussex Corporation. Prior to the
termination of its merger agreement with Pinnacle, Aztar paid to Pinnacle a
termination fee of $52.16 million and termination expenses of $25.84 million.
Under the merger agreement with Columbia, which Aztar's Board of Directors has
unanimously approved, Columbia Entertainment will acquire all the outstanding
shares of Aztar common stock for $54.00 per share in cash and all the
outstanding shares of Aztar preferred stock for $571.13 per share in cash. The
merger agreement also provides for an increase in the purchase price at the rate
of $0.00888 per share of Aztar common stock per day beginning November 19, 2006,
and at the rate of $0.01184 per share per day beginning February 19, 2007 until
the closing of the transaction.
Robert M. Haddock, Chairman, President and Chief Executive Officer of Aztar,
said, "Our agreement with Columbia Entertainment provides an increased all cash
premium to our shareholders and reflects Columbia Entertainment's strong
commitment to the transaction. We look forward to working with Columbia
Entertainment to complete the transaction as expeditiously as possible."
The transaction is subject to approval by Aztar shareholders and the
satisfaction of customary closing conditions, including the receipt of necessary
gaming and other regulatory approvals. The transaction is not subject to
financing.
In connection with the merger agreement, Columbia has deposited $313 million
into a custody account, payable to Aztar in certain circumstances (including
failure to obtain regulatory approvals) in the event that the merger agreement
is terminated. Of the deposit, $78 million has been paid to Aztar as
reimbursement of the termination fees and expenses paid to Pinnacle.
Columbia Entertainment received a financing commitment from Credit Suisse to
complete the transaction.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel, and Goldman
Sachs is serving as financial advisor, to Aztar.
About Aztar Corporation
Aztar is a publicly traded company that operates Tropicana Casino and Resort in
Atlantic City, New Jersey, Tropicana Resort and Casino in Las Vegas, Nevada,
Ramada Express Hotel and Casino in Laughlin, Nevada, Casino Aztar in
Caruthersville, Missouri, and Casino Aztar in Evansville, Indiana.
Forward-Looking Statements
This press release includes statements that do not directly or exclusively
relate to historical facts. Such statements are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements, including statements regarding Columbia
Entertainment's pending acquisition of Aztar, are based on current expectations
of management of Aztar and are subject to risks, uncertainties and changes in
circumstances that could significantly affect future results. Accordingly, Aztar
cautions that the forward-looking statements contained herein are qualified by
important factors that could cause actual results to differ materially from
those reflected by such statements. Such factors include, but are not limited
to: (a) the risk that Aztar may be unable to obtain stockholder approval
required for the transaction with Columbia Entertainment; (b) the risk that
Columbia Entertainment may be unable to obtain regulatory approvals required for
the transaction with Aztar; (c) the risk that conditions to the closing of the
transaction may not be satisfied or the merger agreement with Columbia
Entertainment may be terminated prior to closing; and (d) other risks, including
those as may be detailed from time to time in Aztar's filings with the
Securities and Exchange Commission (the "SEC"). For more information on the
potential factors that could affect Aztar's financial results and business,
review Aztar's filings with the SEC, including its Annual Report on Form 10-K,
its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K.
Additional Information and Where to Find It
This press release may be deemed to be solicitation material in respect of the
proposed merger of Aztar and Columbia Entertainment. In connection with the
proposed merger, Aztar plans to file a proxy statement with the SEC. INVESTORS
AND SECURITY HOLDERS OF AZTAR ARE ADVISED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The final proxy statement will be mailed to stockholders of Aztar. Investors and
security holders may obtain a free copy of the proxy statement, when it becomes
available, and other documents filed by Aztar with the SEC, at the SEC's web
site at http://www.sec.gov. Free copies of the proxy statement, when it becomes
available, and Aztar's other filings with the SEC may also be obtained from
Aztar. Free copies of Aztar's filings may be obtained by directing a request to
Aztar Corporation, 2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016,
Attention: Secretary.
Aztar, Columbia Entertainment and their respective directors, executive officers
and other members of their management and employees may be deemed to be
soliciting proxies from Aztar's stockholders in favor of the proposed merger.
Information regarding Aztar's directors and executive officers is available in
Aztar's proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on April 10, 2006. Additional information regarding the
interests of such potential participants will be included in the proxy statement
and the other relevant documents filed with the SEC when they become available.
Contact:
Joe Cole
Aztar Corporation
602-381-4111