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 [ ]
Filed by a Party other than the Registrant |X|
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
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PINNACLE ENTERTAINMENT, INC.
--------------------------------------------------------------------------------
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Filed by: Pinnacle Entertainment, Inc.
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-5440
On April 24, 2006, Pinnacle Entertainment, Inc. published the following press
release:
PINNACLE ENTERTAINMENT AMENDS MERGER AGREEMENT WITH AZTAR CORPORATION TO
INCREASE PRICE TO $45.00 PER COMMON SHARE
LAS VEGAS, April 24, 2006 -- Pinnacle Entertainment, Inc. today announced that
its Board of Directors has unanimously approved an increase in the per-share
price under the Company's merger agreement to acquire all of the outstanding
common shares of Aztar Corporation ) to $45.00 per share in cash. The purchase
price for each share of Aztar Series B preferred stock has been increased to
$475.94 in cash. The fully financed transaction is valued at $2.3 billion,
including approximately $1.73 billion in equity on a fully diluted basis and
approximately $677 million of indebtedness.
As announced on April 19, 2006, Pinnacle and Aztar had previously amended their
definitive merger agreement, under which Pinnacle would acquire all of the
outstanding common shares of Aztar for $43.00 per share in cash. In raising the
proposed merger price to $45.00 per share, Pinnacle exercised its right under
the merger agreement to respond to a third-party proposal.
About Pinnacle Entertainment
Pinnacle Entertainment owns and operates casinos in Nevada, Louisiana, Indiana
and Argentina, owns a hotel in Missouri, receives lease income from a card club
casino in the Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously operated in
Biloxi, Mississippi. Pinnacle opened a major casino resort in Lake Charles,
Louisiana in May 2005 and a new replacement casino in Neuquen, Argentina in July
2005. Pinnacle also has two casino development projects in the St. Louis,
Missouri area. The development projects are dependent upon final approval by the
Missouri Gaming Commission.
Forward-Looking Statements
All statements included in this press release, other than historical information
or statements of historical fact, 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, the growth opportunities and synergies for the combined
company, current and potential future development opportunities and anticipated
opening dates, are based on Pinnacle management's current expectations and are
subject to risks, uncertainties and changes in circumstances that could
significantly affect future results. Accordingly, Pinnacle 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
the acquisition does not close; (b) the substantial increase in Pinnacle's
indebtedness if the acquisition closes; (c) Pinnacle's redevelopment of the
Tropicana Las Vegas site would be a project of a larger scale than any Pinnacle
has undertaken, and is subject to significant risks and contingencies, including
the availability and cost of financing and construction risks; (d) the combined
company's post-acquisition results of operations may not meet expectations,
which may make it difficult for Pinnacle to service the debt Pinnacle would
incur in the transaction; (e) the risk that new projects and expansions could
strain Pinnacle's financial resources and might not provide for a sufficient
return, if any; (f) significant competition facing Pinnacle in all of its
markets; (g) many construction-related factors could prevent Pinnacle from
completing its construction and development projects within budget and on time;
and (h) other risks, including those as may be detailed from time to time in
Pinnacle's filings with the Securities and Exchange Commission ("SEC"). For more
information on the potential factors that could affect Pinnacle's financial
results and business, review Pinnacle'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 2006 annual meeting of stockholders, which was filed with the SEC on
April 10, 2006. Information regarding Pinnacle's directors and executive
officers is available in Pinnacle's proxy statement for its 2006 annual meeting
of stockholders, which was filed with the SEC on April 13, 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.
For further information:
At Pinnacle Entertainment:
Lewis Fanger (Investors) - (702) 784-7777
Pauline Yoshihashi (Media) - (702) 784-7777
At Joele Frank, Wilkinson Brimmer Katcher:
Matthew Sherman (Media) - (212) 355-4449