At the crux of the settlement is a $500,000 lawyers' fee and legal expenses that Aztar has agreed to pay in exchange for all claims against the company to be permanently dismissed by the court. The settlement is on the table now to avoid a formal trial and costly legal fees, according to all of the parties involved. Aztar and its directors have denied all wrong-doing or deceiving its shareholders in any way at any time, according to court documents.

Aztar officials notified shareholders yesterday that Judge Robert E. Miles of Maricopa County has set a hearing date for Nov. 21 on a settlement proposal for two consolidated lawsuits that have been holding up the merger deal and the casino sale. The suits were filed in March by shareholders Robert Glasmann and Plumber Local Union No. 519 Pension Trust Fund.

The suits allege publicly traded 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., according to a copy of the 12-page notice of proposed settlement obtained by GlobeSt.com.

At that time, under terms of the merger, Pinnacle and PNK agreed to pay $38 in cash for each share of Aztar's common stock and $401.90 in cash for each share of the company's Series B convertible preferred stock outstanding at the time. Pinnacle later increased its offer to $43 per share and then to $51 per share, according to a previous GlobeSt.com article. Another bidder, Ameristar Casinos Inc., offered $45 per share at the same time, according to Aztar's settlement filing.

In May of this year, Wimar Tahoe Corp., outbid Pinnacle's $51-per-share bid with one for $54 per share. To break its contract with Pinnacle and PNK and set up a new contract with Wimar's Columbia Entertainment subsidiary, Aztar agreed to pay Pinnacle $78 million which included a $52.2-million termination fee and $25.8 million for legal expenses, as GlobeSt.com previously reported. After the suits were filed, Aztar agreed not to pay the fees and court-related expenses, the company says in its notice of proposed settlement.

On March 11, the two suits were consolidated into a class action complaint which asked the court for a temporary restraining order and a preliminary injunction barring Aztar from paying the termination fee and expenses to Pinnacle. But on March 27, the court denied the suit's motions.

The Glasman-Union complaints allege the termination fee provisions, among other items that Aztar allegedly agreed to in its contract with Pinnacle, were not in the best interests of Aztar shareholders. Aztar's proposed settlement notice was sent to shareholders who owned company stock between Feb. 15, 2005 and the current date. Shareholders have to vote on the pending acquisition of their company by Columbia Entertainment

At the Nov. 21 hearing, Judge Miles will not rule for any side, but will decide only on the fairness of the proposed settlement, according to the settlement filing. Besides Aztar corporately, the other defendants named in the complaint are directors Robert M. Haddock, John B. Bohle, John A. Spencer, Frank J. Brady, Gordon M. Burns and Linda C. Faiss.

Andrew S. Friedman of Bonnett, Fairburn, Friedman & Balint PC is the plaintiff's lawyer. Daniel J. McAuliffe, Robert Kort and Jason Vanacour of Snell & Wilmer LLP represent Aztar. Both law firms are based in Phoenix.