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LAS VEGAS-Aztar Corp. shareholders on Tuesday approved the company's agreement to be acquired by Winmar Tahoe Corp. (dba Columbia Entertainment), the gaming subsidiary of Fort Mitchell, KY-based Columbia-Sussex Corp. Phoenix-based Aztar owns the Tropicana hotel-casino here and in Atlantic City as well as the Ramada Express Hotel and Casino in Laughlin, NV and Casino Aztar-branded properties in Evansville, IN, and Caruthersville, MO.

The May 2006 merger agreement calls for Columbia Entertainment to pay $54 per share for all of the outstanding shares of Aztar's common stock, which totals about 36.49 million shares. Once completed, Aztar and its $675 million of long-term debt would become a wholly-owned indirect subsidiary of Columbia Entertainment.

As part of the merger, Aztar has agreed to sell its Caruthersville property to a joint venture of St. Louis-based Fortunes Entertainment, which is operated by Lance Callis, a co-founder of Argosy Gaming Co., a public company sold to Penn National Gaming in 2005, and Argosy's predecessor company, Metro Tourism and Entertainment.

Both the merger and the related sale cannot close until two merger-related lawsuits have run their course. Aztar officials notified shareholders in September that Judge Robert E. Miles of Maricopa County has set a hearing date for Nov. 21 on a settlement proposal (to see GlobeSt.com's story on the lawsuits, click here).

The suits, filed in March by shareholders Robert Glasmann and Plumber Local Union No. 519 Pension Trust Fund, allege Aztar and its board of directors breached their fiduciary duties by not setting up an auction "or active market check" before contracting March 13 to be acquired by Las Vegas-based Pinnacle Entertainment Inc. and its wholly owned subsidiary, PNK Development 1 Inc. Aztar eventually paid Pinnacle $78 million to kill their $51-per-share merger deal and hook up with Columbia Entertainment.

Aztar's prize possessions are its Tropicana resorts in Las Vegas and Atlantic City. The 34-acre Tropicana resort in Las Vegas is viewed as one of the last big redevelopment opportunities on the Strip. The property is located at Las Vegas Boulevard and Tropicana Avenue. The aging resort is surrounded by the MGM Grand, Excalibur, Luxor, Monte Carlo and New York-New York mega-resorts.

In its most recent annual report, Aztar said it planned to raze the Tropicana, develop a billion-dollar resort on the north half of the site and sell the remainder into a joint venture. As tentatively envisioned, the north site would hold 2,725 hotel rooms and suites; 200,000 sf of dining, entertainment and retail facilities; a 100,000-sf casino; a 3,800-car parking garage; and a four-acre rooftop pool recreation deck overlooking the Strip.

Columbia Sussex president William Yung has said the company has no intentions of tearing down the Tropicana any time soon, in part because it fills a key mid-market niche that is being eaten away by redevelopment. The more likely scenario will be an addition to the property that could require partial demolition of one or two existing structures.

Instant Insights /

Aztar Shareholders Approve $1.9B Merger

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