As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/06  Wimar Tahoe Corp                  DFAN14A     5/22/06    1:39K  Aztar Corp                        Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Definitive Additional Proxy Soliciting Materials    HTML     31K 
                          Filed by Non-Management                                

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Filed by the Registrant  o
Filed by a Party other than the Registrant  ý
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
ý	Soliciting Material Pursuant to §240.14a-12
AZTAR CORPORATION
(Name of Registrant as Specified In Its Charter)
Wimar Tahoe Corporation, d/b/a Columbia Entertainment
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a 6(i)(4) and 0-11.
		(1)	Title of each class of securities to which transaction applies:
		(2)	Aggregate number of securities to which transaction applies:
		(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):
		(4)	Proposed maximum aggregate value of transaction:
		(5)	Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)	Amount Previously Paid:
		(2)	Form, Schedule or Registration Statement No.:
		(3)	Filing Party:
		(4)	Date Filed:
			Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

terminated. In addition, Columbia has agreed to increase the purchase price at a rate of $0.00888 per day per Aztar common share beginning November 19, 2006, if closing has not occurred by that date. The additional daily payment would increase to $0.01184 per Aztar common share beginning February 19, 2007, if the transaction has not closed by that date.

 

Columbia obtained its first gaming license in 1990 and has been licensed and re-licensed numerous times in Nevada, Louisiana and Mississippi.  Columbia will seek and expects to receive gaming licenses in New Jersey and Indiana. It will work with Aztar to divest the Casino Aztar riverboat casino in Caruthersville, MO prior to closing the transaction.

 

The transaction is subject to regulatory approvals and customary closing conditions and is expected to close by the end of the year.

 

Banc of America Securities acted as financial advisor to Columbia Entertainment in connection with this transaction, and Credit Suisse is providing debt financing. Katz, Teller, Brant & Hild and Milbank, Tweed, Hadley & McCloy LLP are acting as legal advisors.

 

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.

 

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. 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.

 

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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:	Stephanie Pillersdorf/Brooke Morganstein/Shannon Provost
	Citigate Sard Verbinnen
	(212) 687-8080

 

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