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AZTAR ANNOUNCES OFFER TO ACQUIRE AMBASSADOR REAL ESTATE INVESTORS L.P.

 PHOENIX, June 2 /PRNewswire/ -- Aztar Corp. (NASDAQ: AZTR) and Ambassador Real Estate Investors L.P. (AREI) announced today that they have entered into an agreement whereby Aztar will offer to acquire the limited partnership interests in AREI for an aggregate consideration of approximately $58 million in cash. Aztar and AREI share ownership in TropWorld Casino and Entertainment Resort in Atlantic City, N.J.
 Under the agreement, Aztar will commence a tender offer for all the limited partnership interests in AREI. The offer will be subject to certain conditions, including the tender of at least 66.7 percent in interest of the AREI limited partnership interests and the obtaining by Aztar of financing sufficient to consummate the acquisition. Aztar anticipates financing approximately $20 million of the acquisition consideration. Following the consummation of the offer, Aztar will call all untendered limited partnership interests on the same terms and conditions as the tender offer.
 Thomas E. Martin, a general partner of AREI, has informed Aztar that he has determined that the tender offer is fair to and in the best interest of the limited partners and recommends that the limited partners accept the offer and tender their limited partnership interests. Because Richard Snell, also a general partner of AREI, is a director of Aztar, he is not taking a position with respect to the offer.
 AREI owns a 99.9 percent general partnership interest in Ambassador General Partnership (AGP), which acquired a substantial interest in TropWorld in a sale-leaseback transaction in 1984. AGP owns the portion of TropWorld not held by Aztar and Aztar leases the AGP portion. Aztar is the operator of TropWorld.
 Aztar also will offer to acquire the general partnership interests in AREI and AGP in connection with the tender offer to the limited partners. Following the acquisition of AGP and AREI, Aztar will own the entire TropWorld.
 The tender offer will be made only pursuant to definitive offering documents that will be filed with the Securities and Exchange Commission and mailed promptly to AREI limited partners.
 Salomon Brothers Inc. is acting as financial advisor to the company and will act as dealer-manager for the tender offer. MacKenzie Partners Inc. is acting as information agent.
 Aztar expects that the acquisition of AREI and AGP would not significantly change Aztar's total assets. The cash paid by Aztar and notes receivable from AGP would be replaced on Aztar's balance sheet by the assets being acquired. The additional debt to be incurred by Aztar in financing a portion of the acquisition will be substantially offset by a reduction of indebtedness to AGP. Most of the reduction in Aztar interest income from the replacement of the AGP notes receivable would be offset by a reduction in rent expense. Aztar's net income would be affected negatively primarily by an increase in depreciation expense.
 Aztar Corp. is a publicly held casino gaming company that operates TropWorld Casino and Entertainment Resort in Atlantic City, N.J., the Tropicana Resort and Casino, Las Vegas, Nev., and the Ramada Express Hotel and Casino in Laughlin, Nev.
 -0- 6/2/93
 /CONTACT: Joe Cole, VP-corporate communication of Aztar, 602-381-4111; or Salomon Brothers, 212-783-7832/
 (AZTR)


CO: Aztar Corp.; Ambassador Real Estate Investors L.P. ST: Arizona, New Jersey IN: CNO SU: TNM

BP-JL -- LA011 -- 4273 06/02/93 08:01 EDT
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Publication:PR Newswire
Date:Jun 2, 1993
Words:550
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