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 16, 2006 (March 13, 2006)
AZTAR CORPORATION
(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)
[ ] 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 3.03. Material Modification to Rights of Security Holders
In connection with the Agreement and Plan of Merger, dated as of March
13, 2006 (the "Merger Agreement"), which Aztar Corporation, a Delaware
corporation (the "Company"), entered into with Pinnacle Entertainment, Inc., a
Delaware corporation ("Pinnacle"), and its wholly-owned subsidiary, PNK
Development 1, Inc., a Delaware corporation ("Merger Subsidiary"), pursuant to
which Merger Subsidiary will merge with and into the Company on the terms and
subject to the conditions in the Merger Agreement, and the transactions
contemplated thereby, on March 14, 2006, the Company and Mellon Investor
Services LLC (as successor to ChaseMellon Shareholder Services, L.L.C.) executed
an amendment (the "Amendment") to the Rights Agreement, dated as of December 14,
1999 (the "Rights Agreement"), between the Company and ChaseMellon Shareholder
Services, L.L.C., as rights agent.
Capitalized terms used below but not defined herein shall have the
meanings assigned thereto in the Rights Agreement. The Amendment provides that
(i) neither Pinnacle nor any of its subsidiaries shall be deemed an Acquiring
Person (x) by virtue of their acquisition, or their right to acquire, beneficial
ownership of Common Stock of the Company as a result of their execution of the
Merger Agreement, (y) the consummation of the Merger, or (z) any other
transaction contemplated by the Merger, and (ii) no Distribution Date, Stock
Acquisition Date, Section 11(a)(ii) Event, Section 13 Event, and no Triggering
Event shall be deemed to have occurred by reason of the execution of the Merger
Agreement or the announcement or consummation of the transactions contemplated
thereby pursuant to the terms of the Merger Agreement. The Amendment also
provides that the Rights Agreement and the Rights established therein will
terminate in all respects immediately prior to the Effective Time (as defined in
the Merger Agreement).
The Rights Agreement is filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A, filed with the Securities and Exchange
Commission on December 15, 1999 and is incorporated herein by reference. The
Amendment is attached as Exhibit 4.2 hereto and is incorporated herein by
reference. The foregoing description of the Rights Agreement and the Amendment
does not purport to be complete and is qualified in its entirety by reference to
such exhibits.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
4.1 Rights Agreement, dated as of December 14, 1999, between
Aztar Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, filed as Exhibit 1 to Aztar's
Corporation's Registration Statement on Form 8-A, filed on
December 15, 1999, and incorporated herein by reference.
4.2 Amendment No. 1, dated as of March 14, 2006, to the Rights
Agreement, by and between Aztar Corporation and Mellon
Investor Services LLC (as successor to ChaseMellon
Shareholder Services, L.L.C.), as Rights Agent.
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 16, 2006
EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of December 14, 1999, between
Aztar Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, filed as Exhibit 1 to Aztar's
Corporation's Registration Statement on Form 8-A, filed
on December 15, 1999, and incorporated herein by
reference.
4.2 Amendment No. 1, dated as of March 14, 2006, to the
Rights Agreement, by and between Aztar Corporation and
Mellon Investor Services LLC (as successor to
ChaseMellon Shareholder Services, L.L.C.), as Rights
Agent.