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) March 14, 2006 (March 13, 2006)
AZTAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5440 86-0636534
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
2390 Camelback Road, Suite 400
Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 381-4100
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(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):
[ ] 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 March 13, 2006, Aztar Corporation, a Delaware corporation (the
"Company"), announced that it had entered into a definitive agreement and plan
of merger (the "Merger Agreement") with Pinnacle Entertainment, Inc., a Delaware
corporation ("Pinnacle"), and its wholly-owned subsidiary, PNK Development 1,
Inc., a Delaware corporation ("Merger Subsidiary"). Under the terms of the
Merger Agreement, which have been approved by each company's Board of Directors,
Pinnacle will pay $38 in cash for each share of the Company's common stock and
$401.90 in cash for each share of the Company's preferred stock outstanding at
the Effective Time (as defined in the Merger Agreement). Pursuant to the Merger
Agreement, Merger Subsidiary will merge with and into the Company (the
"Merger"), whereupon the separate existence of Merger Subsidiary shall cease and
the Company shall become a wholly-owned subsidiary of Pinnacle. The Merger is
subject to the approval of the Company's stockholders and other closing
conditions, including the obtaining of certain required gaming and antitrust
approvals. The Merger Agreement provides for a termination fee of $42 million
and reimbursement of up to a maximum of $13 million for incurrence of fees and
expenses in connection with the transactions contemplated by the Merger
Agreement, which are payable by the Company under certain circumstances.
The forgoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached as Exhibit 2.1 hereto, and is incorporated herein by
reference. The Merger Agreement contains representations and warranties which
the parties thereto made to, and solely for, the benefit of each other. The
assertions embodied in those representations and warranties are qualified by
information in a confidential disclosure letter that the parties have exchanged
in connection with signing the Merger Agreement and that modifies, qualifies and
creates exceptions to the representations and warranties contained in the Merger
Agreement.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 13, 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.
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Name: Nelson W. Armstrong, Jr.
Title: Vice President,
Administration and Secretary
Date: March 14, 2006
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of March 13, 2006,
by and among Aztar Corporation, Pinnacle Entertainment,
Inc. and PNK Development I, Inc.