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 |X|
Filed by a Party other than the Registrant [ ]
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)
-------------------------------------------------------------------------------
(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: 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 3, 2006, Aztar Corporation published the following press release:
AZTAR CORPORATION PREPARED TO ENTER INTO
DISCUSSIONS WITH COLONY CAPITAL AND AMERISTAR
PHOENIX, AZ, April 3, 2006 - Aztar Corporation (NYSE: AZR) today announced
that its Board of Directors, after consultation with its legal and financial
advisors, has determined that each of the unsolicited proposals received from
Colony Capital Acquisitions, LLC and Ameristar Casinos, Inc. 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 such determination, Aztar's Board has determined to authorize Aztar
to enter into separate discussions with each of Colony and Ameristar regarding
their proposals.
On March 30, 2006, Colony made an unsolicited proposal to acquire Aztar in a
merger transaction in which the holders of Aztar common stock would receive
$41.00 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.
On April 2, 2006, Ameristar made an unsolicited proposal to acquire Aztar in a
merger transaction in which the holders of Aztar common stock would receive
$42.00 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.
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 proposals from each of Colony
and Ameristar. Aztar's Board is not making any recommendation at this time
with respect to the proposals of either Colony or Ameristar, and there is no
assurance that a transaction with either party will result from such
discussions.
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.