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) May 1, 2006 (April 28, 2006)
-----------------------------
AZTAR CORPORATION
-----------------
(Exact name of registrant as specified in its charter)
Delaware 1-5440 86-0636534
-------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
2390 Camelback Road, Suite 400
Phoenix, Arizona 85016
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 381-4100
----------------------------
-------------------------------------------------------------------------------
(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):
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] 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 April 28, 2006, Aztar Corporation, a Delaware corporation (the
"Company"), entered into an amended and restated merger agreement, dated as of
April 28, 2006 (the "Restated Agreement"), with Pinnacle Entertainment, Inc., a
Delaware corporation, and its wholly-owned subsidiary, PNK Development 1, Inc.,
a Delaware corporation. Under the terms of the Restated Agreement, which has
been approved by each company's Board of Directors, each share of Aztar common
stock will be exchanged for $45.00 in cash and a fraction of a share of
Pinnacle common stock equal to $3.00 divided by the trading price of a share of
Pinnacle common stock over a specified trading period, but no more than 0.12976
shares and no fewer than 0.08651 shares (the "Common Stock Merger
Consideration"), and each share of Aztar preferred stock will be exchanged for
$475.94 in cash plus $31.73 of Pinnacle common stock, subject to a collar
provision (the "Preferred Stock Merger Consideration," and together with the
Common Stock Merger Consideration, the "Merger Consideration"). The Restated
Agreement amends the agreement and plan of merger, dated as of March 13, 2006,
as amended (the "Merger Agreement"), by and among the parties. The Restated
Agreement amends the terms of the Merger Agreement and includes additional
provisions to reflect the addition of an equity component to the Merger
Consideration. The termination fee of $49.575 million and the termination
expenses of up to $16 million are unchanged by the Restated Agreement.
The foregoing description of the Restated Agreement does not purport
to be complete and is qualified in its entirety by reference to the Restated
Agreement, which is attached as Exhibit 2.1 hereto, and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.1 Amended and Restated Merger Agreement, dated as of April 28,
2006, by and among Aztar Corporation, Pinnacle Entertainment,
Inc. and PNK Development 1, Inc.
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.
------------------------------
Name: Nelson W. Armstrong, Jr.
Title: Vice President,
Administration and Secretary
Date: May 1, 2006
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Amended and Restated Merger Agreement, dated as of April 28,
2006, by and among Aztar Corporation, Pinnacle Entertainment,
Inc. and PNK Development 1, Inc.