SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
(Amendment No. 4)
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Winter Sports, Inc.
(Name of Issuer)
Winter Sports, Inc.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
976072108
(Cusip Number of Class of Securities)
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Dennis L. Green
Winter Sports, Inc.
P.O. Box 1400
Whitefish, Montana 59937
Telephone Number (406) 862-1900
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
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Copies To:
Marcus J. Williams
Davis Wright Tremaine LLP
2600 Century Square
1501 Fourth Avenue
Seattle, WA 98101
(206) 622-3150
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
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c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
Check the following box if the filing fee is a final amendment reporting the
results of the transaction: [X]
<Table>
<Caption>
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$737,940 $147.59
</Table>
* Estimated maximum price to be paid in lieu of issuance of fractional shares
of Common Stock to persons who would hold less than one whole share of
Common Stock of record in any discrete account after the proposed Reverse
Split based on an amount per share equal to the product obtained by
multiplying (A) $17.50 by (B) the total number of shares of Common Stock
owned by all such stockholders of record in each stockholder's account
immediately prior to the Reverse Split.
** Determined pursuant to Rule 0-11(b)(1) by multiplying $737,940 by 1/50 of
1%.
[X] Check Box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<Table>
Amount previously paid: $ 149.59 Filing Party: Winter Sports, Inc.
Form or Registration No.: Schedule 13E-3 Date Filed: September 30, 2003
</Table>
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INTRODUCTION
This Amendment No. 4 to Schedule 13E-3 amends the Rule 13e-3 Transaction
Statement (the "Schedule 13E-3") previously filed by Winter Sports, Inc. (the
"Company") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as
amended, and Rule 13e-3 thereunder. Charles R. Abell, Jerome T. Broussard,
Brian T. Grattan, Dennis L. Green, Charles P. Grenier, Jerry J. James, Michael
T. Jenson, Darrel R. Martin, Michael J. Muldown, Richard D. Dasen, Susan A.
Dasen and Budget Finance are simultaneously amending a separate Rule 13e-3
Transaction Statement previously filed on Schedule 13E-3. The purpose of this
Amendment No. 4 is to file a final amendment to the Schedule 13E-3 to report the
results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3).
On February 27, 2004, the Company filed with the Securities and Exchange
Commission (the "Commission") a definitive proxy statement under Regulation 14A
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
relating to the annual meeting of shareholders held on May 6, 2004 to approve
and adopt an amendment to the Company's Articles of Incorporation to effect the
following:
(a) a one-for-150 reverse stock split of the Company's common shares
(the "Reverse Split"); and
(b) a cash payment per share of $17.50 for the outstanding common
shares in lieu of the issuance of any resulting fractional shares
of common stock.
The requisite majority of the Company's common shares represented at the
annual meeting held on May 6, 2004, voted to approve the above amendment to the
Company's Articles of Incorporation in order to enable the Company to "go
private" by terminating registration of the Company's common stock under the
Exchange Act. The Company filed the amendment with the Montana Secretary of
State to effect the Reverse Split on May 7, 2004. The Reverse Split has reduced
the number of shareholders of the Company to less than 300, and the Company has
filed a Form 15 with the Commission terminating registration of the Company's
common stock under Rule 12g-(4)(a)(1)(i) of the Exchange Act.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
WINTER SPORTS, INC.
By: /s/ Dennis L. Green
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Name: Dennis L. Green
Title: Chairman of the Board
of Directors
Dated: May 7, 2003
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