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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) August 31, 2001
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American Skiing Company
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(Exact name of Registrant as specified in its charter)
Delaware I-13057 04-3373730
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
P.O. Box 450, Bethel, Maine 04217
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code (207) 824-8100
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Item 5. Other Events
As disclosed in the attached press release which is filed as Exhibit 99.1
to this Current Report on Form 8-K, the Registrant announced that it had closed
the isuance of $12.5 million of its 11.3025% Convertible Subordinated Notes due
2007, $40 million of its Series C-1 Convertible Participating Preferred Stock
and $138 million of its Series C-2 Preferred Stock to Oak Hill Capital Partners,
L.P. and its affiliates.
THIS CURRENT REPORT ON FORM 8-K CONTAINS OR INCORPORATES BY REFERENCE
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE
STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL FUTURE EVENTS OR RESULTS. READERS
ARE REFERRED TO ALL DOCUMENTS FILED BY AMERICAN SKIING COMPANY WITH THE
SECURITIES AND EXCHANGE COMMISSION, WHICH IDENTIFY IMPORTANT RISK FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN ANY FORWARD-LOOKING
STATEMENTS.
Item 7. Financial Statements and Exhibits
A. N/A
B. N/A
C. Exhibits
3.1 Amended and Restated Bylaws of American Skiing Company
3.2 Certificate of Designation of 12% Series C-1 Convertible Participating
Preferred Stock of American Skiing Company.
3.3 Certificate of Designation of 15% Series C-2 Preferred Stock of American
Skiing Company.
3.4 Certificate of Designation of Series D Participating Preferred Stock of
American Skiing Company.
4.1 Indenture dated as of August 31, 2001 by and among American Skiing Company,
as Issuer and Oak Hill Capital Partners, L.P. as Trustee with respect to
American Skiing Company's 11.3025% Convertible Subordinated Notes due 2007.
4.2 Form of Convertible Subordinate Note due 2007 (Incorporated by reference to
the Indenture filed as Exhibit 4.1 to this Current Report on Form 8-K).
4.3 Registration Rights Agreement dated as of August 31, 2001 by and among
American Skiing Company, Oak Hill Capital Partners, L.P. and the other
entities identified in Annex A attached thereto.
4.4 Termination Agreement dated as of August 22, 2001 by and among American
Skiing Company, American Skiing Company Resort Properties and Oak Hill
Capital Partners, L.P., related to the termination of Oak Hill Capital
Partners, L.P.'s right to receive warrants to purchase 6 million shares of
the Registrant's common stock.
10.1 Amendment No. 1 to Securities Purchase Agreement, dated as of August 23,
2001 with respect to the Securities Purchase Agreement dated as of July 15,
2001 among American Skiing Company, Oak Hill Capital Partners, L.P. Oak
Hill Capital Management Partners, L.P., Oak Hill Securities Fund, L.P. Oak
Hill Securities Fund II, L.P. and OHCP Ski, L.P.
99.1 Press release of American Skiing Company dated September 4, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN SKIING COMPANY
Date: September 4, 2001 /s/ William J. Fair
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Name: William J. Fair
Title: President and Chief Executive
Officer
Date: September 4, 2001 /s/ Mark J. Miller
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Name: Mark J. Miller
Title: Senior Vice President
Chief Financial Officer