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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION |
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FORM 8-K |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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AZTAR CORPORATION (Exact name of registrant as specified in its charter) |
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Delaware (State or other jurisdiction of incorporation) |
1-5440 (Commission File Number) |
86-0636534 (I.R.S. Employer Identification Number) |
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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: |
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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ITEM 1.01. |
Entry into a Material Definitive Agreement |
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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. |
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ITEM 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits: |
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10.1 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Robert M. Haddock |
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10.2 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Neil A. Ciarfalia |
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10.3 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Nelson W. Armstrong, Jr. |
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10.4 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Meridith P. Sipek |
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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.
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AZTAR CORPORATION |
Date: January 3, 2006
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EXHIBIT INDEX
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Exhibit |
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10.1 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Robert M. Haddock |
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10.2 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Neil A. Ciarfalia |
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10.3 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Nelson W. Armstrong, Jr |
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10.4 |
Amendment to Severance Agreement, dated December 29, 2005, by and between Aztar Corporation and Meridith P. Sipek |
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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
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"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.
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Sincerely, Name: Neil A. Ciarfalia Title: Chief Financial Officer, Vice President and Treasurer |
EXHIBIT 10.2
AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016
December 29, 2005
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"(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.
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Sincerely, Name: Robert M. Haddock Title: Chairman of the Board, President and Chief Executive Officer |
EXHIBIT 10.3
AZTAR CORPORATION
2390 East Camelback Road, Suite 400
Phoenix, Arizona 85016
December 29, 2005
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"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.
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Sincerely, Name: Robert M. Haddock Title: Chairman of the Board, President and Chief Executive Officer |
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:
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"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.
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Sincerely, Name: Robert M. Haddock Title: Chairman of the Board, President and Chief Executive Officer |