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) March 29, 2006
(March 23, 2006)
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AZTAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5440 86-0636534
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(State or other jurisdiction of (Commission (IRS Employer
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 March 23, 2006, Aztar Corporation (the "Company") entered
into a severance agreement with Joe Cole, the Company's Vice President,
Corporate Communications, whose prior severance agreement expired in accordance
with its terms following his 65th birthday. The severance agreement has a term
ending on December 31, 2007, provided, that beginning on January 1, 2007 and
each January 1 thereafter, the term will be extended for one additional year
unless notice of non-extension is given not later than September 30 of the
preceding year, and provided, further, that the severance agreement will be in
effect for at least 24 months following a "change in control" (as defined in
the severance agreement). Upon a termination of Mr. Cole's employment occurring
during the term of the severance agreement and following a change in control,
either by the Company without "cause" (and other than due to Mr. Cole's death
or disability) or by Mr. Cole for "good reason" (each as defined in the
severance agreement), Mr. Cole would be entitled to the following severance
payments and benefits: (i) a cash payment equal to 200% of the greater of his
base salary in effect on the date of termination or his base salary in effect
on the date of the change in control, plus 200% of the average bonus paid to
Mr. Cole for the three fiscal years preceding the date of termination of
employment; (ii) full vesting of any then-outstanding restricted stock and
stock option awards; (iii) subject to the consent of the Company's compensation
committee, a cash payment in exchange for the cancellation of any
then-outstanding stock options that is equal to the excess, if any, of the
value of the Company's common stock on the day of payment (calculated generally
as the higher of the closing price of the Company's common stock on that date
or the highest per share price paid for the Company's common stock in
connection with the change in control) over the exercise price of the options;
(iv) 24 months' continued life, disability, accident and group health benefits
(subject to reduction if Mr. Cole obtains comparable benefits during the
24-month period); and (v) all legal fees and expenses incurred by Mr. Cole as a
result of the termination of his employment or in connection with any tax audit
or proceeding to the extent attributable to the "golden parachute" excise taxes
under Section 4999 of the Internal Revenue Code. Mr. Cole's benefits under the
severance agreement and any other Company plan or arrangement will be reduced
to the extent necessary to prevent any such payment or benefit from being
non-deductible due to application of the so-called "golden parachute" rules
under the Internal Revenue Code.
On March 23, 2006, the Company also entered into the
following material definitive agreements:
(i) Amendment No. 4 to the severance agreement between Aztar
Corporation and Nelson W. Armstrong, Jr., which has the
effect of extending the term of the severance agreement to
December 31, 2007; provided, that on January 1, 2007 and each
January 1 thereafter, the term of the severance agreement
will be extended one additional year unless notice of
non-extension is given not later than September 30 of the
preceding year; and provided, further, that upon a "change in
control" (as defined in the severance agreement), the term of
the severance agreement will be no less than 24 months
following the occurrence of a change in control;
(ii) Amendment to the Aztar Corporation Nonqualified Retirement
Plan for Senior Executives, which amendment clarifies the
Company's original intent with respect to the plan, which is
that following a "qualifying termination" of employment that
occurs following a "change in control" (each as defined in
the plan), participant benefits will be paid without
reduction for early commencement of benefits; and
(iii) Amendment No. 2 to the Aztar Corporation Nonqualified
Retirement Plan for Selected Senior Executives (SERP), which
amendment clarifies the Company's original intent with
respect to the plan, which is that following a "qualifying
termination" of employment that occurs following a "change in
control" (each as defined in the plan), participant benefits
will be paid without reduction for early commencement of
benefits and will be calculated as though the individual
continued employment until age 65.
The Company entered into a merger agreement with Pinnacle
Entertainment, Inc. and PNK Development 1, Inc. on March 13, 2006 (the "Merger
Agreement"). A copy of the Merger Agreement is filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission on March 14, 2006. If payments under the plans referenced in
paragraphs (ii) and (iii) above become payable as a result of the transactions
contemplated by the Merger Agreement, any additional benefits payable as a
result of the adoption of the amendments referenced in paragraphs (ii) and
(iii) above may not exceed $3 million in the aggregate.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Severance Agreement, dated March 23, 2006, by
and between Aztar Corporation and Joe Cole
10.2 Amendment No. 4, dated March 23, 2006, to
Severance Agreement by and between Aztar
Corporation and Nelson W. Armstrong, Jr., dated
as of July 6, 1995, as amended through February
7, 2006
10.3 Amendment No. 2, dated March 23, 2006, to the
Aztar Corporation Nonqualified Retirement Plan
for Senior Executives, effective January 1, 1990
10.4 Amendment, dated March 23, 2006, to the Aztar
Corporation Nonqualified Retirement Plan for
Selected Senior Executives (SERP), effective
January 3, 2003, as amended through December 4,
2003
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: March 29, 2006
EXHIBIT INDEX
Exhibit No. Description
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10.1 Severance Agreement, dated March 23, 2006, by and
between Aztar Corporation and Joe Cole
10.2 Amendment No. 4, dated March 23, 2006, to
Severance Agreement by and between Aztar
Corporation and Nelson W. Armstrong, Jr., dated
as of July 6, 1995, as amended through February
7, 2006
10.3 Amendment No. 2, dated March 23, 2006, to the
Aztar Corporation Nonqualified Retirement Plan
for Senior Executives, effective January 1, 1990
10.4 Amendment, dated March 23, 2006, to the Aztar
Corporation Nonqualified Retirement Plan for
Selected Senior Executives (SERP), effective
January 3, 2003, as amended through December 4,
2003