Filed by Pinnacle Entertainment, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-12092
On May 5, 2006, Pinnacle Entertainment, Inc. published the following press
release:
[PINNACLE ENTERTAINMENT LOGO] PINNACLE ENTERTAINMENT, INC.
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
NYSE: PNK
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FOR FURTHER INFORMATION:
PINNACLE ENTERTAINMENT: JOELE FRANK, WILKINSON BRIMMER KATCHER:
----------------------- ---------------------------------------
Lewis Fanger (Investors)-(702) 784-7777 Dan Katcher (Media)-(212) 355-4449
Pauline Yoshihashi (Media)-(702) 784-7777
PINNACLE ENTERTAINMENT AMENDS MERGER AGREEMENT WITH AZTAR CORPORATION TO
$51.00 PER COMMON SHARE IN CASH AND STOCK, SUBJECT TO ADJUSTMENT
LAS VEGAS, MAY 5, 2006 - Pinnacle Entertainment, Inc. (NYSE: PNK) today
announced that its board of directors has unanimously approved an increase in
the per-share price under the Company's merger agreement with Aztar Corporation
(NYSE: AZR) to $51.00 per share in cash and stock, subject to adjustment. The
consideration consists of $47.00 per share in cash and $4.00 per share of
Pinnacle common stock, subject to a collar provision. The purchase price for
each share of Aztar Series B preferred stock has been increased to $497.09 in
cash and $42.31 in Pinnacle common stock, subject to a collar provision. The
fully financed transaction is valued at $2.58 billion, including approximately
$1.97 billion in equity on a fully diluted basis and approximately $677 million
of indebtedness.
All other aspects of the merger agreement remain unchanged, except for the
termination fee, which has been increased to $52.16 million, plus reimbursement
of expenses up to $25.84 million.
As announced on March 13, 2006, Pinnacle and Aztar entered into a definitive
merger agreement under which Pinnacle would acquire all of the outstanding
common shares of Aztar for $38.00 per share in cash. In raising the proposed
merger price to $51.00 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 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.
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 THE COMPANY'S PENDING
ACQUISITION OF AZTAR INCLUDING ANTICIPATED STRATEGIC BENEFITS OF THE ACQUISITION
AND POTENTIAL FUTURE DEVELOPMENT OF THE TROPICANA LAS VEGAS SITE, THE COMPANY'S
NEW DEVELOPMENT OPPORTUNITIES AND ANTICIPATED CONSTRUCTION SCHEDULES AND COSTS
AND ANTICIPATED OPENING DATES, ANTICIPATED FUTURE RESULTS AT L'AUBERGE DU LAC,
AND THE EXPECTED RECEIPT OF INSURANCE PROCEEDS INCLUDING THE AMOUNT OF ANY SUCH
RECOVERY AND SUFFICIENCY OF SUCH INSURANCE COVERAGES, ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND CHANGES IN
CIRCUMSTANCES THAT COULD SIGNIFICANTLY AFFECT FUTURE RESULTS. ACCORDINGLY,
PINNACLE ENTERTAINMENT 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 OF AZTAR DOES NOT
CLOSE; (B) THE SUBSTANTIAL INCREASE IN THE COMPANY'S INDEBTEDNESS IF THE AZTAR
ACQUISITION DOES CLOSE; (C) THE COMPANY'S REDEVELOPMENT OF THE TROPICANA LAS
VEGAS SITE (IF THE AZTAR ACQUISITION CLOSES) WOULD BE A PROJECT OF A LARGER
SCALE THAN ANY THE COMPANY HAS UNDERTAKEN TO DATE, AND IS SUBJECT TO SIGNIFICANT
RISKS AND CONTINGENCIES, INCLUDING THE AVAILABILITY AND COST OF FINANCING AND
CONSTRUCTION RISKS; (D) IF THE AZTAR ACQUISITION CLOSES, THE COMBINED COMPANY'S
POST-ACQUISITION RESULTS OF OPERATIONS MAY NOT MEET EXPECTATIONS, WHICH MAY MAKE
IT DIFFICULT FOR THE
COMPANY TO SERVICE THE DEBT IT WOULD INCUR IN THE TRANSACTION; (E) SIGNIFICANT
COMPETITION FACING THE COMPANY IN ALL OF ITS MARKETS, INCLUDING INCREASINGLY
COMPETITIVE NATIVE AMERICAN GAMING FACILITIES AFFECTING RENO GAMING PROPERTIES
AND OTHER MARKETS; (F) MANY CONSTRUCTION-RELATED FACTORS COULD PREVENT THE
COMPANY FROM COMPLETING ITS CONSTRUCTION AND DEVELOPMENT PROJECTS WITHIN BUDGET
AND ON TIME; (G) BECAUSE THE COMPANY HAS CONSIDERABLE LEVERAGE, FUTURE CASH
FLOWS MAY NOT BE SUFFICIENT TO MEET ITS FINANCIAL OBLIGATIONS AND THE COMPANY
MIGHT HAVE DIFFICULTY OBTAINING ADDITIONAL FINANCING; (H) THE RISK THAT THE
PROPOSED ST. LOUIS PROJECTS, THE PROPOSED EXPANSIONS TO THE EXISTING FACILITIES
AND OTHER CAPITAL INTENSIVE PROJECTS COULD STRAIN THE COMPANY'S FINANCIAL
RESOURCES AND THE RISK THAT SUCH PROJECTS AND NEW DEVELOPMENTS SUCH AS L'AUBERGE
DU LAC MIGHT NOT PROVIDE FOR A SUFFICIENT RETURN, IF ANY; AND (I) THE RESULTS OF
THE DAMAGE FROM HURRICANES KATRINA AND RITA, AND INSURANCE PROCEEDS AVAILABLE TO
THE COMPANY, INCLUDING THE IMPACT TO COMMUNITIES SURROUNDING THE COMPANY'S
AFFECTED PROPERTIES AND ISSUES THAT COULD ARISE WITH RESPECT TO OUR INSURANCE
POLICIES THAT COULD REDUCE OR SIGNIFICANTLY DELAY THE RECEIPT OF INSURANCE
PROCEEDS; (J) THE DECISIONS OF THE COMPANY'S COMPETITORS TO REBUILD OR REOPEN
THEIR FACILITIES IN THE NEW ORLEANS AND LAKE CHARLES MARKETS COULD CREATE
ADDITIONAL COMPETITION IN THOSE MARKETS AND THUS MAKES FUTURE OPERATING RESULTS
AT THOSE PROPERTIES LESS PREDICTABLE; (K) L'AUBERGE DU LAC MAY NOT ACHIEVE ITS
FORECASTED FINANCIAL RESULTS; AND (L) OTHER RISKS, INCLUDING THOSE AS MAY BE
DETAILED FROM TIME TO TIME IN PINNACLE ENTERTAINMENT'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"). FOR MORE INFORMATION ON THE
POTENTIAL FACTORS THAT COULD AFFECT THE COMPANY'S FINANCIAL RESULTS AND
BUSINESS, REVIEW THE COMPANY'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.
NOTE: In connection with the proposed acquisition of Aztar Corporation, Pinnacle
Entertainment, Inc. intends to file a registration statement, including a proxy
statement of Aztar Corporation, and other materials with the Securities and
Exchange Commission (the "SEC"). Investors are urged to read the registration
statement and other materials when they are available because they contain
important information. Investors will be able to obtain free copies of the
registration statement and proxy statement, when they become available, as well
as other filings containing information about Pinnacle Entertainment and Aztar,
without charge, at the SEC's Internet site (http://www.sec.gov). These documents
may also be obtained for free from Pinnacle by directing a request to Pinnacle
Entertainment, Inc., 3800 Howard Hughes Parkway, Las Vegas, Nevada 89109,
Attention: Investor Relations. 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.
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.