-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9J4WkweQ3psum0/osJUEY9yIMKZXUEJq+2aV/HrIaFKfaO/A+xfvJN3e3XITQM6 guTQwOK/dPn7pLE387o5rA== 0000950142-01-000194.txt : 20010410 0000950142-01-000194.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950142-01-000194 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SKIING CO /ME CENTRAL INDEX KEY: 0001043432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 043373730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51955 FILM NUMBER: 1596285 BUSINESS ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 BUSINESS PHONE: 2078248100 MAIL ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 FORMER COMPANY: FORMER CONFORMED NAME: ASC HOLDINGS INC DATE OF NAME CHANGE: 19970805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 SC 13D/A 1 0001.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 AMERICAN SKIING COMPANY ----------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of Class of Securities) 029654308 --------- (CUSIP Number) Christopher L. Bennett, Esq. Vice President, Legal and Secretary Meristar Hotels & Resorts, Inc. 1010 Wisconsin Avenue NW Washington, D.C. 20007 (202) 965-4455 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 22, 2001 --------------- (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 [_]. This document consists of 7 pages 2 CUSIP NO. 029654308 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MERISTAR HOTELS & RESORTS, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - (1) --------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------- 10 SHARED DISPOSITIVE POWER - 0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------------ (1) The reporting person previously reported beneficial ownership of 49,452,210 shares of common stock, par value $0.01 per share, of American Skiing Company because it was a party to a Voting and Recapitalization Agreement pursuant to which it had the power to direct the voting of those shares in favor of a merger transaction involving American Skiing and the reporting person. The beneficial ownership of those shares was reflected in a Schedule 13D filed by the reporting person on December 18, 2000. The Voting and Recapitalization Agreement has been terminated, so the reporting person no longer has beneficial ownership of those shares. 3 INTRODUCTION The Introduction of the Schedule 13D is hereby amended and restated in its entirety to read as follows: American Skiing Company, a Delaware corporation (the "Issuer"), MeriStar Hotels and Resorts Inc., a Delaware corporation ("MeriStar") and ASC Merger Sub, a Delaware corporation and a wholly-owned subsidiary of the Issuer ("ASC Merger Sub") were parties to an Agreement and Plan of Merger dated December 8, 2000 and amended as of February 21, 2001 (as amended, the "Merger Agreement"). In connection with the Merger Agreement, Oak Hill Capital Partners, L.P., a Delaware limited partnership, Oak Hill Capital Management Partners, L.P., a Delaware limited partnership, Oak Hill Securities Fund, L.P., a Delaware limited partnership, Oak Hill Securities Fund II, L.P., a Delaware limited partnership, OHCP Ski, L.P., a Delaware limited partnership, Madeleine LLC, a New York limited liability company, Leslie B. Otten and the Albert Otten Trust f/b/o Mildred Otten, a trust organized under the laws of New Jersey (collectively the "Principal Shareholders"), the Issuer, MeriStar and ASC Merger Sub entered into a Voting and Recapitalization Agreement dated as of December 8, 2000 (the "ASC Voting/Recap Agreement"), which, among other things, gave MeriStar the power to direct the voting of the capital stock held by the Principal Shareholders with respect to the transactions contemplated by the Merger Agreement. As a result of the Voting and Recapitalization Agreement, MeriStar filed a Schedule 13D on December 18, 2000 (the "Schedule 13D"), reporting beneficial ownership of 49,452,210 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"). The Issuer, MeriStar and ASC Merger Sub have agreed, pursuant to a Termination Agreement dated as of March 22, 2001 (the "Termination Agreement"), to terminate the Merger Agreement. Upon termination of the Merger Agreement, the ASC Voting/Recap Agreement automatically terminated, and MeriStar no longer has the power to direct the voting or disposition of any of the Issuer's capital stock. A copy of the Termination Agreement is attached to this filing as Exhibit 1 and has also been filed with the SEC as an exhibit to MeriStar's current report on Form 8-K, dated March 29, 2001. ITEM 1. SECURITY AND ISSUER. Item 1 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: This amendment No. 1 amends the Schedule 13D filed with the Securities and Exchange Commission on December 18, 2001 by MeriStar, with respect to the shares of common stock, par value $0.01 per share (defined above as the "Common Stock"), of American Skiing Company, a Delaware corporation (defined above as the "Issuer"). The principal executive offices of the Issuer are located at Sunday River Access Road, Bethel, Maine 04217. All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 of the Schedule 13D is hereby incorporated herein by reference. 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Not applicable ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The reporting person has no plans or proposals which relate to or would result in any of the events described in paragraphs (a)-(j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: (a) - (b) MeriStar beneficially owns no Common Stock. As a result of the termination of the Merger Agreement and the ASC Voting/Recap Agreement, MeriStar no longer has the power to direct the voting of the capital stock of the Principal Shareholders with respect to the transactions contemplated by the Merger Agreement. Any prior beneficial ownership is hereby disclaimed. The beneficial ownership of the Common Stock by the persons listed on Schedule 1 hereto is set forth on Schedule 1 hereto. (c) Other than entering into the Termination Agreement and terminating the Merger Agreement and the ASC Voting/Recap Agreement, neither MeriStar nor, to its knowledge, any of the persons identified on Schedule 1, has effected any transactions in the Common Stock during the past 60 days. (d) Paragraph (d) of Item 5 is not applicable. (e) MeriStar ceased to be the beneficial owner of more than 5% of the Common Stock on March 22, 2001. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Termination Agreement, dated as of March 22, 2001, among the Issuer, MeriStar and ASC Merger Sub, incorporated herein by reference to Exhibit 2.1 to MeriStar's Current Report on Form 8-K dated March 29, 2001. 5 SIGNATURE --------- After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 5, 2001 MERISTAR HOTELS & RESORTS, INC. By: /s/ Christopher L. Bennett ---------------------------------- Christopher L. Bennett Vice President, Legal and Secretary 6 SCHEDULE 1 ---------- INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS AND DIRECTORS OF MERISTAR HOTELS & RESORTS, INC. --------------------------------------------------------- The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of MeriStar. The business address of each director and executive officer of MeriStar is 1010 Wisconsin Avenue NW, Washington, D.C. 20007. Each of the directors and executive officers of MeriStar is a citizen of the United States.
- ------------------------------------------------------------------------------------------------------------- NAME OF OFFICER OR DIRECTOR PRESENT PRINCIPAL OCCUPATION COMMON STOCK BENEFICIALLY OWNED - ------------------------------------------------------------------------------------------------------------- Daniel L. Doctoroff Managing Partner at Oak Hill None (Director) Capital Management, Inc., the management company for a number of private investment funds. - ------------------------------------------------------------------------------------------------------------- Kent R. Hance Partner at Hance, Scarborough and None (Director) Wright, L.L.P., a law firm. - ------------------------------------------------------------------------------------------------------------- Steven D. Jorns Vice Chairman of MeriStar and None (Director) MeriStar Hospitality Corporation, a real estate investment trust specializing in hotel properties and Director of MeriStar - ------------------------------------------------------------------------------------------------------------- S. Kirk Kinsell President and CEO of MiCELL None (Director) Technologies, Inc. a developer and manufacturer of environmentally-friendly cleaning products - ------------------------------------------------------------------------------------------------------------- David E. McCaslin President of MeriStar None (Director) - ------------------------------------------------------------------------------------------------------------- James B. McCurry Partner at Bain & Company, an None (Director) international management consulting firm specializing in corporate strategy - ------------------------------------------------------------------------------------------------------------- Paul W. Whetsell Chief Executive Officer and 15,000 (in the form of options to (Chairman) Chairman of the Board of MeriStar purchase Common Stock) and MeriStar Hospitality Corporation - ------------------------------------------------------------------------------------------------------------- James R. Worms Managing Director at William E. None (Director) Simon & Sons L.L.C., a private investment firm and merchant bank - ------------------------------------------------------------------------------------------------------------- James A. Calder Chief Financial Officer of None MeriStar - ------------------------------------------------------------------------------------------------------------- John E. Plunket Executive Vice President, Finance None and Development - ------------------------------------------------------------------------------------------------------------- John Emery Chief Operating Officer of None MeriStar Hospitality and Chief Investment Officer of MeriStar - -------------------------------------------------------------------------------------------------------------
7 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION --- ----------- 1 Termination Agreement, dated as of March 22, 2000, among the Issuer, MeriStar and ASC Merger Sub (incorporated by reference to Exhibit 2.1 to MeriStar's current report on Form 8-K filed on March 29, 2001). -----END PRIVACY-ENHANCED MESSAGE-----