UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AZTAR CORPORATION
(Name of Company)
Common Stock, par value $.01 per share
(Title of Class of Securities)
054802103
(CUSIP Number)
Adam Lieberman
c/o Sterling Foster Holding Corp.
125 Baylis Road, Melville, New York 11747
(516) 843-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 26, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 054802103 Page 2 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adam Lieberman ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 908,600
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
172,100
9. SOLE DISPOSITIVE POWER
908,600
10. SHARED DISPOSITIVE POWER
172,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,080,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.40%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 054802103 Page 3 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Foster Holding Corp. 11-3276688
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 054802103 Page 4 of 8 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling Foster & Co., Inc. 22-3270906
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
172,100
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
172,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.38%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
Page 5 of 8 Pages
Item 1. Security and Company
- ------- --------------------
This statement amends and supplements the Schedule 13D for an
event dated October 9, 1996 (the "Schedule 13D"), filed by Adam Lieberman
("Lieberman"), Sterling Foster Holding Corp. ("SFHC") and Sterling Foster & Co.,
Inc. ("SFCI") relating to the common stock, par value $.01 per share (the
"Common Stock"), of Aztar Corporation, a Delaware corporation (the "Company").
The address of the Company's principal executive offices is 2390 East Camelback
Road, Suite 400, Phoenix, Arizona 85016.
Item 4. Purpose of Transaction
- ------- ----------------------
During the period from October 22, 1996 through January 5,
1997, SFHC's right to acquire up to 1,560,335 shares of Common Stock of the
Company (the "Underlying Shares") at a price of $16.00 per share (the
"Options"), pursuant to certain Option Agreements (the "Option Agreements")
previously entered into between SFHC and certain clients of SFCI, expired or
terminated. Such expirations were due to the passage of time and such
terminations were the result of the sale of the Underlying Shares by the owners
thereof which, pursuant to the terms of the Option Agreements, resulted in such
shares no longer being subject to the Options.
By virtue of such expirations and terminations, as well as the
sales reflected on Schedule A attached hereto, the Reporting Persons no longer
beneficially own more than 5% of the Company's Common Stock. The Reporting
Persons intend to hold the shares of Common Stock of the Company beneficially
owned by them for passive investment purposes only and do not have any present
intention to increase their holdings of such securities.
Pursuant to a November 6, 1996 order (the "Order") of the
State of New Jersey, Casino Control Commission (the "Commission"), the
Commission ordered that the Reporting Persons qualify as holders of securities
of the Company and file a completed application for interim casino authorization
by December 6, 1996. Alternatively, pursuant to the provisions of the New Jersey
Casino Control Act, the Reporting Persons had the right to notify the
Commission, on or before December 6, 1996, of their intent to
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Page 6 of 8 Pages
divest their interest in the Company within 120 days of November 6, 1996.
Pursuant to a letter from counsel to the Reporting Persons,
dated December 6, 1996, to the Commission, the Commission was advised that, due
to the anticipated Option expirations and/or terminations and the resultant
reduction in the beneficial ownership of the Company's Common Stock by the
Reporting Persons to less than 5% of the Company's outstanding shares, the
Reporting Persons would not be submitting applications for qualification and
interim casino authorization as provided for in the Order.
By letter dated December 12, 1996 from the Commission to
counsel to the Reporting Persons, the Commission indicated that it will require
the Reporting Persons to either qualify as holders of securities of the Company
or obtain a waiver of such qualification. The Commission also indicated that
failure to qualify or obtain a waiver by March 6, 1997 will constitute a "per se
disqualification" to continue to act as a security holder of the Company. In
such event, the shares of stock beneficially owned by the Reporting Persons will
be subject to mandatory disposition by the Commission. The Reporting Persons
intend to seek a waiver of the qualification requirement, which waiver is
subject to the approval of the New Jersey Division of Gaming Enforcement.
Item 5. Interest in Securities of the Company
- ------- -------------------------------------
(a) and (b) As of the date of this Amendment No. 1, the
Reporting Persons beneficially own in the aggregate 1,080,700 shares of Common
Stock, representing approximately 2.40% of the outstanding shares of Common
Stock of the Company.
Of such amount, (i) Lieberman directly owns 908,600 shares
(approximately 2.02%) and (ii) SFCI directly owns 172,100 shares (approximately
.38%). As discussed in Item 4 hereof, SFHC's right to acquire any shares of
Common Stock of the Company pursuant to the Option Agreements expired or
terminated.
With respect to the shares of Common Stock reported in this
Item 5, (i) Lieberman has the sole power to vote or direct the
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Page 7 of 8 Pages
vote, and sole power to dispose or direct the disposition, of 908,600 shares,
and (ii) Lieberman and SFCI share the power to vote or direct the vote, and
share the power to dispose or direct the disposition, of 172,100 shares.
Except as set forth above, none of the Reporting Persons
beneficially owns any shares of Common Stock of the Company.
(c) None of the Reporting Persons has engaged in any
transactions in the Common Stock that were effected during the past 60 days,
except as described in Item 4 hereof or as set forth on Schedule A attached
hereto.
(d) As of the date of this Amendment No. 1, no other person is
known by the Reporting Persons to have currently the right to receive or the
power to direct the receipt of dividends from, or the profits from the sale of,
the shares of Common Stock beneficially owned by the Reporting Persons.
(e) The Reporting Persons ceased to be the beneficial owners
of more than 5% of the Company's Common Stock on or about December 26, 1996.
<PAGE>
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of each person or entity set forth below, each such person or entity certifies
that the information set forth in this Statement is true, complete, and correct.
Dated: January 10, 1997
/s/Adam Lieberman
-----------------
Adam Lieberman
STERLING FOSTER HOLDING CORP.
By:/s/Adam Lieberman
--------------------
Adam Lieberman, President
STERLING FOSTER & CO., INC.
By:/s/ Adam Lieberman
---------------------
Adam Lieberman, President
<PAGE>
SCHEDULE A
Lieberman
- ---------
During the past 60 days, the following open market transactions in
the shares of Common Stock of the Company were effected by Lieberman on the New
York Stock Exchange:
Date of Nature of Number of Price Per
Transaction Transaction Shares Share
12/19/96 Sale 90,400 $7.12
11/27/96 Sale 7,000 $7.125
11/27/96 Sale 9,400 $7.00
11/15/96 Sale 70,000 $7.625
11/14/96 Purchase 30,000 $7.875
11/14/96 Sale 5,000 $7.75
SFCI
- ----
During the past 60 days, the following open market transactions in
the shares of Common Stock of the Company were effected by SFCI on the New York
Stock Exchange:
Date of Nature of Number of Price Per
Transaction Transaction Shares Share
01/06/97 Sale 30,000 $7.25
01/06/97 Sale 25,000 $7.375
12/30/96 Sale 50,000 $7.125
