-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LICRGS6Di7mQqPOzm2+33evd1HaFn4H48UUw9qYahBnRZJFXy+9Rhc9GdMWq7rV3 RvslGBAMbbB/cNCp59alMw== 0000852807-06-000002.txt : 20060103 0000852807-06-000002.hdr.sgml : 20060102 20060103135327 ACCESSION NUMBER: 0000852807-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051229 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060103 DATE AS OF CHANGE: 20060103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AZTAR CORP CENTRAL INDEX KEY: 0000852807 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 860636534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12092 FILM NUMBER: 06501572 BUSINESS ADDRESS: STREET 1: 2390 E CAMELBACK RD STE 400 CITY: PHOENIX STATE: AZ ZIP: 85016-3452 BUSINESS PHONE: 6023814100 MAIL ADDRESS: STREET 1: 2390 E. CAMELBACK RD STE 400 CITY: PHOENIX STATE: AZ ZIP: 85016-3452 8-K 1 k8dec29.htm FORM 8-K FORM 8-K



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)     December 29, 2005



AZTAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)

1-5440
(Commission File Number)

86-0636534
(I.R.S. Employer
Identification Number)


2390 East Camelback Road, Suite 400,
Phoenix, Arizona

(Address of principal executive offices)

 



85016
(Zip Code)




     Registrant
's telephone number, including area code  (602) 381-4100


Not Applicable
(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:

  [ ]

  [ ]

  [ ]


  [ ]

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 1.01.

Entry into a Material Definitive Agreement

 
 

On December 29, 2005, the severance agreements between Aztar Corporation (the "Company") and Robert M. Haddock, Neil A. Ciarfalia, Nelson W. Armstrong, Jr. and Meridith P. Sipek were amended. The amendment provides that a cash payment for the individual's outstanding stock options (whether or not then fully exercisable) upon a termination of employment as provided in the original agreement is now subject to the consent of the compensation committee of the Company's board of directors.

   

ITEM 9.01.

Financial Statements and Exhibits

 

(d)

Exhibits:

 

10.1

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Robert M. Haddock

 

10.2

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Neil A. Ciarfalia

 

10.3

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Nelson W. Armstrong, Jr.

 

10.4

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Meridith P. Sipek





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:  NEIL A. CIARFALIA       
       Neil A. Ciarfalia
       Chief Financial Officer,
       Vice President and Treasurer

 

Date:  January 3, 2006








2


 


EXHIBIT INDEX

Exhibit
Number


Description

10.1

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Robert M. Haddock

10.2

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Neil A. Ciarfalia

10.3

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Nelson W. Armstrong, Jr

10.4

Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Meridith P. Sipek




































3


EX-10 2 exhibit101.htm EXHIBIT 10.1 EXHIBIT 10.1

EXHIBIT 10.1


AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

December 29, 2005


Mr. Robert M. Haddock
Chairman of the Board, President
   and Chief Executive Officer
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Mr. Haddock:

                        Pursuant to our recent discussions, PricewaterhouseCoopers, Aztar Corporation's (the "Corporation") accountants, have advised the Corporation that it will incur adverse accounting consequences upon the Corporation's adoption of FAS 123(R) with respect to any stock options with respect to the Corporation's stock which provide for the cash out of such options in any circumstances that are not within the control of the Corporation, whether such options were granted before or after the adoption of FAS 123(R). Accordingly, in order to avoid these adverse accounting consequences, and for other good and sufficient consideration, you and the Corporation have agreed to amend clause iv) of Section 7.1 of your severance letter agreement with the Corporation, dated as of July 6, 1995 (the "Severance Agreement"), to provide as follows, effective as of the date set forth above:

"iv)

the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 7.2, an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such e xchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any merger, reorganization or other acquisition of all or substantially all of the Corporation's common stock, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"





December 29, 2005
Page 2

            If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.

     












Agreed to this 29th day
of December 2005.

     ROBERT M. HADDOCK      
     Robert M. Haddock

Sincerely,

AZTAR CORPORATION



By          NEIL A. CIARFALIA                           
  Name:  Neil A. Ciarfalia
  Title:    Chief Financial Officer,
              Vice President and Treasurer

EX-10 3 exhibit102.htm EXHIBIT 10.2 EXHIBIT 10.2

EXHIBIT 10.2


AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

December 29, 2005


Mr. Neil A. Ciarfalia
Chief Financial Officer,
   Vice President and Treasurer
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Mr. Ciarfalia:

                        Pursuant to our recent discussions, PricewaterhouseCoopers, Aztar Corporation's (the "Corporation") accountants, have advised the Corporation that it will incur adverse accounting consequences upon the Corporation's adoption of FAS 123(R) with respect to any stock options with respect to the Corporation's stock which provide for the cash out of such options in any circumstances that are not within the control of the Corporation, whether such options were granted before or after the adoption of FAS 123(R). Accordingly, in order to avoid these adverse accounting consequences, and for other good and sufficient consideration, you and the Corporation have agreed to amend clause (iii)(d) of Section 4 of your severance letter agreement with the Corporation, dated as of July 6, 1995 (the "Severance Agreement"), to provide as follows, effective as of the date set forth above :

"(d)

the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 4(v), an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any Change in Control, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"




December 29, 2005
Page 2


             If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.

     












Agreed to this 29th day
of December 2005.

    NEIL A. CIARFALIA     
    Neil A. Ciarfalia

Sincerely,

AZTAR CORPORATION



By:          ROBERT M. HADDOCK               
Name:     Robert M. Haddock
   Title:    Chairman of the Board, President
               and Chief Executive Officer

EX-10 4 exhibit103.htm EXHIBIT 10.3 EXHIBIT 10.3

EXHIBIT 10.3


AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

December 29, 2005


Mr. Nelson W. Armstrong, Jr.
Vice President, Administration
   and Secretary
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Mr. Armstrong:

                        Pursuant to our recent discussions, PricewaterhouseCoopers, Aztar Corporation's (the "Corporation") accountants, have advised the Corporation that it will incur adverse accounting consequences upon the Corporation's adoption of FAS 123(R) with respect to any stock options with respect to the Corporation's stock which provide for the cash out of such options in any circumstances that are not within the control of the Corporation, whether such options were granted before or after the adoption of FAS 123(R). Accordingly, in order to avoid these adverse accounting consequences, and for other good and sufficient consideration, you and the Corporation have agreed to amend clause iv) of Section 7.1 of your severance letter agreement with the Corporation, dated as of July 6, 1995 (the "Severance Agreement"), to provide as follows, effective as of the date set forth above:

"iv)

the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 7.2, an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such e xchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any merger, reorganization or other acquisition of all or substantially all of the Corporation's common stock, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"





December 29, 2005
Page 2

            If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.

     












Agreed to this 29th day
of December 2005.

     N.W. ARMSTRONG, JR.              
     Nelson W. Armstrong, Jr.

Sincerely,

AZTAR CORPORATION



By:          ROBERT M. HADDOCK               
Name:     Robert M. Haddock
   Title:    Chairman of the Board, President
               and Chief Executive Officer

EX-10 5 exhibit104.htm EXHIBIT 10.4 EXHIBIT 10.4

EXHIBIT 10.4


AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

December 29, 2005


Mr. Meridith P. Sipek
  Vice President and Controller
Aztar Corporation
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016

Dear Mr. Sipek:

                        Pursuant to our recent discussions, PricewaterhouseCoopers, Aztar Corporation's (the "Corporation") accountants, have advised the Corporation that it will incur adverse accounting consequences upon the Corporation's adoption of FAS 123(R) with respect to any stock options with respect to the Corporation's stock which provide for the cash out of such options in any circumstances that are not within the control of the Corporation, whether such options were granted before or after the adoption of FAS 123(R). Accordingly, in order to avoid these adverse accounting consequences, and for other good and sufficient consideration, you and the Corporation have agreed to amend clause iv) of Section 7.1 of your severance letter agreement with the Corporation, dated as of July 6, 1995 (the "Severance Agreement"), to provide as follows, effective as o f the date set forth above:

"iv)

the vesting of all outstanding options ("Options"), if any, granted to you under any of the Corporation's stock option plans, incentive plans or other similar plans with respect to shares of common stock of the Corporation ("Common Shares") shall be accelerated immediately and such Options shall be fully exercisable; provided, however, that in lieu of Common Shares issuable upon exercise of such Options (which Options shall be cancelled upon the making of the payment referred to below), subject to the consent of the Compensation Committee of the Board, the Corporation shall pay to you, at the time specified in Section 7.2, an amount in cash equal to the product of (a) the excess of, in the case of an "incentive stock option" (as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) granted after the date hereof, the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the Date of Termination (or, if not listed on such e xchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) and, in the case of all other Options, the higher of such closing price or the highest per share price for Common Shares actually paid in connection with any merger, reorganization or other acquisition of all or substantially all of the Corporation's common stock, over the per share option price of each Option held by you (whether or not then fully exercisable), and (b) the number of Common Shares covered by each such Option;"




December 29, 2005
Page 2


             If this letter sets forth our agreement with respect to the amendment of your Severance Agreement, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject and an amendment of your Severance Agreement.

     












Agreed to this 29th day
of December 2005.

    MERIDITH P. SIPEK    
    Meridith P. Sipek

Sincerely,

AZTAR CORPORATION



By:          ROBERT M. HADDOCK               
Name:     Robert M. Haddock
   Title:    Chairman of the Board, President
               and Chief Executive Officer

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