Filed by Pinnacle Entertainment, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Aztar Corporation
Commission File No. 1-12092
On May 19, 2006, Pinnacle Entertainment, Inc. published the following press
release:
[PINNACLE ENTERTAINMENT LOGO] PINNACLE ENTERTAINMENT, INC.
3800 Howard Hughes Parkway
Las Vegas, Nevada 89109
NYSE: PNK
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FOR FURTHER INFORMATION:
Pinnacle Entertainment: Joele Frank, Wilkinson Brimmer Katcher:
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Lewis Fanger (Investors)-(702) 784-7777 Dan Katcher (Media)-(212) 355-4449
Pauline Yoshihashi (Media)-(702) 784-7777
PINNACLE ENTERTAINMENT MAKES ANNOUNCEMENT REGARDING MERGER AGREEMENT
WITH AZTAR CORPORATION
LAS VEGAS, May 19, 2006 - Pinnacle Entertainment, Inc. (NYSE: PNK) today
announced that its board of directors unanimously voted not to increase the
per-share price under the Company's merger agreement with Aztar Corporation
(NYSE: AZR). As announced on May 5, 2006, Pinnacle amended the per-share price
under the Company's merger agreement with Aztar to $51.00 per share in cash and
Pinnacle stock, subject to adjustment. The fully financed transaction is valued
at $2.58 billion, including approximately $1.97 billion in equity on a fully
diluted basis and approximately $677 million of indebtedness.
"After careful consideration and due diligence, Pinnacle's management and board
of directors have determined not to increase Pinnacle's offer to acquire Aztar,"
Daniel R. Lee, Pinnacle's Chairman and Chief Executive Officer, said. "We
believe that our merger agreement at $51 per share makes compelling strategic
and financial sense for Pinnacle and Aztar shareholders, and that the equity
portion of the consideration offers Aztar shareholders an opportunity to
participate in the potential upside of the combined companies. Pinnacle remains
ready to complete this fully financed transaction in a timely manner, and has
made all applicable gaming regulatory filings related to the transaction."
ABOUT PINNACLE ENTERTAINMENT
Pinnacle Entertainment owns and operates casinos in Nevada, Louisiana, Indiana
and Argentina, owns a hotel in Missouri, receives lease income from a card club
casino in the Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously operated in
Biloxi, Mississippi. Pinnacle also has two casino development projects in the
St. Louis, Missouri area. The development projects are dependent upon final
approval by the Missouri Gaming Commission.
ALL STATEMENTS INCLUDED IN THIS PRESS RELEASE, OTHER THAN HISTORICAL INFORMATION
OR STATEMENTS OF HISTORICAL FACT, ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING THE COMPANY'S PENDING
ACQUISITION OF AZTAR INCLUDING ANTICIPATED STRATEGIC BENEFITS OF THE ACQUISITION
AND POTENTIAL FUTURE DEVELOPMENT OF THE TROPICANA LAS VEGAS SITE, THE COMPANY'S
NEW DEVELOPMENT OPPORTUNITIES AND ANTICIPATED CONSTRUCTION SCHEDULES AND COSTS
AND ANTICIPATED OPENING DATES, ANTICIPATED FUTURE RESULTS AT L'AUBERGE DU LAC,
AND THE EXPECTED RECEIPT OF INSURANCE PROCEEDS INCLUDING THE AMOUNT OF ANY SUCH
RECOVERY AND SUFFICIENCY OF SUCH INSURANCE COVERAGES, ARE BASED ON MANAGEMENT'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND CHANGES IN
CIRCUMSTANCES THAT COULD SIGNIFICANTLY AFFECT FUTURE RESULTS. ACCORDINGLY,
PINNACLE ENTERTAINMENT 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 THE ACQUISITION OF AZTAR DOES NOT
CLOSE; (B) THE SUBSTANTIAL INCREASE IN THE COMPANY'S INDEBTEDNESS IF THE AZTAR
ACQUISITION DOES CLOSE; (C) THE COMPANY'S REDEVELOPMENT OF THE TROPICANA LAS
VEGAS SITE (IF THE AZTAR ACQUISITION CLOSES) WOULD BE A PROJECT OF A LARGER
SCALE THAN ANY THE COMPANY HAS UNDERTAKEN TO DATE, AND IS SUBJECT TO SIGNIFICANT
RISKS AND CONTINGENCIES, INCLUDING THE AVAILABILITY AND COST OF FINANCING AND
CONSTRUCTION RISKS; (D) IF THE AZTAR ACQUISITION CLOSES, THE COMBINED COMPANY'S
POST-ACQUISITION RESULTS OF OPERATIONS MAY NOT MEET EXPECTATIONS, WHICH MAY MAKE
IT DIFFICULT FOR THE COMPANY TO SERVICE THE DEBT IT WOULD INCUR IN THE
TRANSACTION; (E) SIGNIFICANT COMPETITION FACING THE COMPANY IN ALL OF ITS
MARKETS, INCLUDING INCREASINGLY COMPETITIVE NATIVE AMERICAN GAMING FACILITIES
AFFECTING RENO GAMING PROPERTIES AND OTHER MARKETS; (F) MANY
CONSTRUCTION-RELATED FACTORS COULD PREVENT THE COMPANY FROM COMPLETING ITS
CONSTRUCTION AND DEVELOPMENT
PROJECTS WITHIN BUDGET AND ON TIME; (G) BECAUSE THE COMPANY HAS CONSIDERABLE
LEVERAGE, FUTURE CASH FLOWS MAY NOT BE SUFFICIENT TO MEET ITS FINANCIAL
OBLIGATIONS AND THE COMPANY MIGHT HAVE DIFFICULTY OBTAINING ADDITIONAL
FINANCING; (H) THE RISK THAT THE PROPOSED ST. LOUIS PROJECTS, THE PROPOSED
EXPANSIONS TO THE EXISTING FACILITIES AND OTHER CAPITAL INTENSIVE PROJECTS COULD
STRAIN THE COMPANY'S FINANCIAL RESOURCES AND THE RISK THAT SUCH PROJECTS AND NEW
DEVELOPMENTS SUCH AS L'AUBERGE DU LAC MIGHT NOT PROVIDE FOR A SUFFICIENT RETURN,
IF ANY; (I) THE RESULTS OF THE DAMAGE FROM HURRICANES KATRINA AND RITA, AND
INSURANCE PROCEEDS AVAILABLE TO THE COMPANY, INCLUDING THE IMPACT TO COMMUNITIES
SURROUNDING THE COMPANY'S AFFECTED PROPERTIES AND ISSUES THAT COULD ARISE WITH
RESPECT TO OUR INSURANCE POLICIES THAT COULD REDUCE OR SIGNIFICANTLY DELAY THE
RECEIPT OF INSURANCE PROCEEDS; (J) THE DECISIONS OF THE COMPANY'S COMPETITORS TO
REBUILD OR REOPEN THEIR FACILITIES IN THE NEW ORLEANS AND LAKE CHARLES MARKETS
COULD CREATE ADDITIONAL COMPETITION IN THOSE MARKETS AND THUS MAKES FUTURE
OPERATING RESULTS AT THOSE PROPERTIES LESS PREDICTABLE; (K) L'AUBERGE DU LAC MAY
NOT ACHIEVE ITS FORECASTED FINANCIAL RESULTS; AND (L) OTHER RISKS, INCLUDING
THOSE AS MAY BE DETAILED FROM TIME TO TIME IN PINNACLE ENTERTAINMENT'S FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC"). FOR MORE INFORMATION ON THE
POTENTIAL FACTORS THAT COULD AFFECT THE COMPANY'S FINANCIAL RESULTS AND
BUSINESS, REVIEW THE COMPANY'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.
NOTE: In connection with the proposed acquisition of Aztar Corporation, 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 Entertainment and Aztar,
without charge, at the SEC's Internet site (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.
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 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.