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|
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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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[ ] 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:
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(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):
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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 August 17, 2006, Aztar Corporation and Fortunes Entertainment, LLC published
the following joint press release:
FORTUNES ENTERTAINMENT TO ACQUIRE
CASINO AZTAR CARUTHERSVILLE
PHOENIX, AZ and ST. LOUIS, MO, August 17, 2006 - Aztar Corporation (NYSE: AZR)
and Fortunes Entertainment, LLC today announced that they have signed a
definitive agreement under which Fortunes Entertainment will acquire from Aztar
the casino property commonly known as Casino Aztar Caruthersville. A sale of
Casino Aztar Caruthersville, which is expected to be completed during the fourth
quarter of 2006, had been contemplated in Aztar's May 19 merger agreement with
Wimar Tahoe Corporation d/b/a Columbia Entertainment, the gaming affiliate of
Columbia Sussex Corporation. Completion of the transaction is subject to
approval by the Missouri gaming authorities and other customary closing
conditions.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel and Banc of
America Securities LLC is serving as financial advisor to Aztar.
Blitz, Bardgett & Deutsch, L.C. is acting as legal counsel to Fortunes
Entertainment.
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.
About Fortunes Entertainment
Fortunes Entertainment is operated by Lance Callis, a Co-Founder of Argosy
Gaming Company, a publicly traded company sold to Penn National Gaming in 2005,
and Argosy predecessor company, Metro Tourism and Entertainment---both of the
metro St. Louis, Mo. area. Mr. Callis has indicated that a group of Management
and Board Members of "Argosy Alumni" are being formed with intentions of
re-entering gaming.
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 Columbia
Entertainment'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 Columbia Entertainment; (b) the risk that
Columbia Entertainment 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 Columbia
Entertainment may be terminated prior to closing; and (d) other risks, including
those as may be detailed from time to time in Aztar'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 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
For Aztar Corporation:
Joe Cole
Aztar Corporation
602-381-4111
For Fortunes Entertainment:
James B. Deutsch
Blitz, Bardgett & Deutsch, L.C.
573-634-2500