As part of the Pinnacle deal, the offer for Aztar Series B stockwill remain at the previous amount of $475.94 per share, all cash,with an additional $31.73 per share in Pinnacle common stock,subject to the collar provision. Pinnacle's counter-offer was madein response to rival Ameristar Inc.'s bid Tuesday to pay $47 pershare of common stock and $497.09 straight cash for Aztar's SeriesB stock—the day after its Las Vegas-based competitor laid $45 pershare of common stock and $475.94 cash bid on the table.

The bidding battle is over Aztar's portfolio of fiveentertainment and gaming properties, totaling 4,564 rooms and thedevelopment opportunities beside Aztar's 61,000-sf Las VegasTropicana. Also in the mix is Aztar's building headquarters at 2390E. Camelback Rd. in Phoenix.

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