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. __)
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[ ] 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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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 April 17, 2006, Aztar Corporation published the following press release:
AZTAR CORPORATION PREPARED TO ENTER INTO
DISCUSSIONS WITH COLUMBIA ENTERTAINMENT; RECEIVES DEFINITIVE
OFFER FROM AMERISTAR CASINOS
PHOENIX, AZ, April 17, 2006 - Aztar Corporation (NYSE: AZR) today announced that
its Board of Directors, after consultation with its legal and financial
advisors, has determined that an unsolicited proposal received from Wimar Tahoe
Corporation, d/b/a Columbia Entertainment, the gaming affiliate of Columbia
Sussex Corporation, is, or is reasonably likely to result in, a superior
proposal, as defined in Aztar's merger agreement, dated March 13, 2006, with
Pinnacle Entertainment, Inc. Based on this determination that the proposal by
Columbia Entertainment is, or is reasonably likely to result in, a superior
proposal compared to the agreement with Pinnacle, Aztar's Board has determined
to authorize Aztar to enter into discussions with Columbia Entertainment.
On April 13, 2006, Columbia Entertainment made an unsolicited proposal to
acquire Aztar in a merger transaction in which the holders of Aztar common stock
would receive $47.00 per share in cash and the holders of Aztar's Series B
preferred stock would receive a commensurate payment dictated by the terms of
the securities. Columbia Entertainment's proposal is non-binding and is
conditioned upon, among other things, confirmatory due diligence.
Aztar also announced today that on April 14, 2006, it received a definitive
offer from Ameristar Casinos, Inc. to acquire Aztar in a merger transaction in
which the holders of Aztar common stock would receive $43 per share in cash and
the holders of Aztar's Series B preferred stock would receive $454.79 per share
in cash. The definitive offer included a signed merger agreement and a signed
financing commitment letter.
As previously announced, Aztar is party to a merger agreement with Pinnacle,
under which each share of Aztar common stock would be exchanged for $38.00 in
cash and each share of Aztar Series B preferred stock would be exchanged for
$401.90 in cash. The transaction with Pinnacle is subject to approval by Aztar's
shareholders and the satisfaction of customary closing conditions, including the
receipt of necessary regulatory and governmental approvals.
Aztar's Board will evaluate all aspects of the proposal from Columbia
Entertainment (including any financing commitment letter yet to be provided to
Aztar), the definitive offer from Ameristar and the previously announced
proposal from Colony Capital Acquisitions, LLC. Aztar's Board is not making any
recommendation at this time with respect to any such proposal or offer, and
there is no assurance that the Aztar Board will approve any such transaction or
that a transaction will result.
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 Pinnacle'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 Pinnacle; (b) the risk that Pinnacle 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 Pinnacle may be terminated prior to closing, and (d) other risks, including
those as may be detailed from time to time in Pinnacle'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 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.