Filed by: Aztar Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-12092
On May 5, 2006, Aztar Corporation published the following press release:
AZTAR DETERMINES THAT OFFER FROM COLUMBIA
ENTERTAINMENT REMAINS A SUPERIOR PROPOSAL
PHOENIX, AZ, May 5, 2006 - Aztar Corporation (NYSE: AZR) today said that its
Board of Directors has determined that a definitive offer received on May 1,
2006 from Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming
affiliate of Columbia Sussex Corporation, to acquire Aztar remains a superior
proposal when compared to the terms of Aztar's current merger agreement with
Pinnacle Entertainment, Inc. Upon this determination by Aztar's Board, the three
business day waiting period under the merger agreement with Pinnacle has ended.
Columbia Entertainment's offer is to acquire Aztar in a merger transaction in
which the holders of Aztar common stock would receive $50 per share in cash and
the holders of Aztar's Series B preferred stock would receive $528.82 per share
in cash. Columbia Entertainment's offer remains open until 5:00 p.m. (New York
City time) today.
Aztar also announced that it received an amended offer from Pinnacle
Entertainment, Inc. after 8:00 p.m. (New York City time) on May 4, 2006 to
increase the purchase price to $47.00 in cash per share of Aztar common stock
and a fraction of a share in Pinnacle common stock equal to $4.00 divided by the
trading price of a share of Pinnacle common stock over a specified trading
period, but no more than 0.16584 shares and no fewer than 0.11056 shares. The
amended offer provided for an increase in the termination fee to $52.16 million
and termination expenses to up to $25.84 million and amended the collar
provision. Pinnacle stated in its amended offer that its offer would expire at
11:00 p.m. (Las Vegas time) on May 4, 2005. Aztar stated that the time frame
available for acceptance was insufficient for Aztar's Board to make a decision
consistent with the Board's fiduciary duties. Aztar's advisors had previously
informed Pinnacle's advisors that Aztar's Board had a meeting scheduled for
10:00 a.m. (New York City time) today.
Aztar is still party to its merger agreement with Pinnacle. Aztar's Board is not
making any recommendation at this time with respect to the Columbia
Entertainment offer, and there can be no assurance that Aztar's Board will
approve a termination of the merger agreement with Pinnacle or that any
transaction with Columbia Entertainment will result.
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
In connection with the proposed transaction, 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 and Aztar, without charge, at the SEC's website at
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.
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.
Contact:
Joe Cole
Aztar Corporation
602-381-4111