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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(1) Amount Previously Paid:
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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
Aztar Corporation, a Delaware corporation, has mailed the following letter to
its stockholders together with its annual report.
April 2006
To Our Shareholders:
Your Board of Directors and management have always been committed to building
the value of Aztar Corporation for the benefit of you, our shareholders.
Consistent with that commitment, on March 13, 2006, we entered into a merger
agreement with Pinnacle Entertainment, Inc., under which each of your shares of
Aztar common stock would be exchanged for $38.00 in cash. The transaction with
Pinnacle is subject to approval by our shareholders and the satisfaction of
customary closing conditions, including the receipt of necessary regulatory and
governmental approvals.
Since the signing of the merger agreement with Pinnacle, we have received two
unsolicited proposals relating to a possible acquisition of Aztar. The first
proposal was received on March 30, 2006 from Colony Capital Acquisitions, LLC to
acquire Aztar in a merger transaction in which each of your shares of Aztar
common stock would be exchanged for $41.00 in cash. The second proposal was
received on April 2, 2006 from Ameristar Casinos, Inc. to acquire Aztar in a
merger transaction in which each of your shares of Aztar common stock would be
exchanged for $42.00 in cash.
Consistent with its fiduciary duties and in accordance with the provisions of
the merger agreement with Pinnacle, your Board of Directors has determined to
enter into separate discussions with each of Colony and Ameristar regarding
their proposals. Your Board of Directors will carefully evaluate all aspects of
the proposals from each of Colony and Ameristar. No recommendation is being made
at this time with respect to the proposals of either Colony or Ameristar, and
there is no assurance that a transaction with either party will result from our
discussions.
Thank you for the confidence you placed in us when you made your investment in
our company. We appreciate your support through the years.
/s/ Robert M. Haddock
Robert M. Haddock
Chairman of the Board, President and Chief Executive Officer
Additional Information and Where to Find It
This letter may be deemed to be solicitation material in respect of the proposed
merger of Aztar and Pinnacle. 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, Pinnacle 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 2005 annual meeting of stockholders, which was filed with the SEC on
March 30, 2005. Information regarding Pinnacle's directors and executive
officers is available in Pinnacle's proxy statement for its 2005 annual meeting
of stockholders, which was filed with the SEC on April 4, 2005. 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.