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
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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 July 25, 2006, Aztar Corporation and Wimar Tahoe Corporation d/b/a Columbia
Entertainment published the following joint press release:
COLUMBIA ENTERTAINMENT AND AZTAR ANNOUNCE EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD FOR PROPOSED ACQUISITION
OF AZTAR
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FORT MITCHELL, KY, and PHOENIX, AZ, JULY 25, 2006 - Columbia
Entertainment, the gaming affiliate of Columbia Sussex, and Aztar Corporation
(NYSE: AZR) today announced that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 regarding Columbia Entertainment's proposed
acquisition of Aztar Corporation has expired.
As announced on May 19, 2006, Columbia Entertainment entered into a
definitive merger agreement with Aztar under which it will acquire all of the
outstanding common shares of Aztar for $54.00 per share in cash. The transaction
remains subject to customary closing conditions, including the receipt of
necessary gaming approvals, and is expected to close by the end of the year.
About Columbia Sussex Corporation
Columbia Sussex Corporation and its Columbia Entertainment gaming affiliate are
among the largest privately held owners, developers and operators of hotel
properties and casinos in the world. Columbia Sussex is the largest licensee of
full-service Marriott Hotels in the U.S., and the Company and its affiliates own
a total of 82 hotels and 8 casinos with approximately 27,000 rooms, including
Marriott, Hilton, Westin, Sheraton, Renaissance and Doubletree branded
properties across the United States, Canada and the Caribbean. Founded in 1972,
the Company is led by William J. Yung III and owned by Mr. Yung and the Yung
family. Columbia Sussex Corporation and Columbia Entertainment are headquartered
in Fort Mitchell, Kentucky and have more than 18,000 employees worldwide.
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.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the
proposed merger of Aztar and Columbia Entertainment. In connection with the
proposed merger, Aztar plans to file a proxy statement with the SEC. On July 14,
2006, Aztar filed a preliminary 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, Columbia Entertainment 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. 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.
Contacts: Columbia Entertainment:
Stephanie Pillersdorf/Brooke Morganstein/Shannon Provost
Citigate Sard Verbinnen
(212) 687-8080
Aztar Corporation:
Joe Cole
(602) 381-4111