UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 2006 (June 1, 2006)
AZTAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5440 86-0636534
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2390 Camelback Road, Suite 400
Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 381-4100
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On June 1, 2006, the Board of Directors (the "Board") of Aztar
Corporation (the "Company") adopted a resolution approving cash compensation to
be paid to the Company's non-employee directors in respect of the year
2006-2007. Such cash compensation is in lieu of establishing an equity
compensation program for non-employee directors of the Company to replace the
most recent non-employee director equity compensation program, which expired
during May 2006. In accordance with such action of the Board, each non-employee
director of the Company will receive a cash lump sum equal to $128,500 on the
date of consummation of the transactions contemplated by the Agreement and Plan
of Merger, dated as of May 19, 2006, by and among Aztar Corporation, Columbia
Sussex Corporation, Wimar Tahoe Corporation d/b/a Columbia Entertainment, and
WT-Columbia Development, Inc. or May 2007, whichever occurs first.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AZTAR CORPORATION
By: /s/ Nelson W. Armstrong, Jr.
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Name: Nelson W. Armstrong, Jr.
Title: Vice President,
Administration and Secretary
Date: June 12, 2006