UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 event reported): December 7, 2006
AMERICAN SKIING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13057 04-3373730
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
136 HEBER AVENUE, SUITE 303, PARK CITY, UTAH 84060
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (435) 615-0340
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of Compensatory Plan.
On December 12, 2006, the Compensation Committee of the Board of
Directors of American Skiing Company (the "Company") amended the American Skiing
Company Phantom Equity Plan (the "Plan"), which benefits certain officers of the
Company, including the Company's chief executive officer, William J. Fair, and
other named executive officers of the Company.
The full text of the amendment to the Plan (the "Amendment") is
attached as an exhibit to this report on Form 8-K.
Specifically, the Amendment makes the following changes:
o Payments under the Plan can be made only if a "Valuation Event" has
occurred. Before the Amendment, one of the Plan's "Valuation Events"
was "a sale or disposition of a significant Company operation or
property as determined by the Board." Under the Amendment, this has
been changed to "a sale or disposition of a significant asset, or a
series of sales or dispositions of significant assets (disregarding any
sales or dispositions prior to November 30, 2006), resulting in
proceeds to the Company equal to or greater than $300 million, as
determined by the Board."
o The Board is now permitted to delay the payment of Awards under the
Plan by up to an additional 30 days if such delay will, in the opinion
of the Board, allow the Compensation Committee to more closely
approximate the determination of Total Equity Pool Value on which the
calculation of Awards is based.
o All Awards under the Plan expire if a Valuation Event has not occurred
on or prior to the tenth anniversary date of the Plan (December 21,
2011).
The changes to the Plan are intended to clarify that the Plan is not
intended to be subject to Section 409A of the Internal Revenue Code (governing
certain deferred compensation arrangements).
(f) Determination of Executive Compensation
On December 7, 2006, the Compensation Committee of the Board of
Directors of the Company determined the fiscal year 2006 incentive bonus awards
for the Company's named executive officers, including the chief executive
officer. The fiscal 2006 incentive bonus payments to the Company's named
executive officers were William J. Fair (President and Chief Executive Officer)
$120,000.00; Helen E. Wallace (Senior Vice President and Chief Financial
Officer) $75,195.84; Stan Hansen (Senior Vice President - Real Estate)
$39,630.15; Foster Stewart (Senior Vice President and General Counsel)
$63,256.17; and Christopher Diamond (President - Steamboat resort) $56,000.00.
Additional information regarding compensation of executive officers is included
in the Company's proxy statement filed in connection with its Annual Meeting of
Shareholders to be held on January 8, 2007.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Amendment to American Skiing Company Phantom Equity
Plan, dated December 11, 2006.
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 thereunto duly authorized.
Date: December 14, 2006 American Skiing Company
By: /s/Foster A. Stewart, Jr.
----------------------------
Name: Foster A. Stewart, Jr.
Title: Senior Vice President and
General Counsel
INDEX TO EXHIBITS
10.1 Amendment to American Skiing Company Phantom Equity Plan, dated
December 11, 2006.