LETTER OF TRANSMITTAL
TO SURRENDER
COMMON STOCK
OF
ASC EAST, INC. (formerly known as American Skiing Company)
PURSUANT TO THE ASC EAST EXCHANGE OFFER
OF
AMERICAN SKIING COMPANY (formerly known as ASC Holdings, Inc.)
DATED __________, 1997
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THE ASC EAST EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK, NEW YORK TIME,
ON __________, 1997, UNLESS EXTENDED OR EARLIER TERMINATED (THE "ASC EAST
EXCHANGE OFFER EXPIRATION DATE").
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By Mail, Overnight Delivery or By Hand
(9:00 a.m. - 5:00 p.m. New York Time)
American Skiing Company
Sunday River Access Road
Bethel, Maine 04217
Attention: Christopher E. Howard, Esq.
Any questions concerning surrender procedures may be directed to
Christopher E. Howard, General Counsel of American Skiing Company at (203)
824-8100.
The undersigned acknowledges receipt of the Prospectus dated
________________, 1997 (the "Prospectus"), of American Skiing Company, a
Maine corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together with the Prospectus constitutes the
Company's offer (the "ASC East Exchange Offer") to exchange shares of the
Company's common stock, par value $.01 per share (the "Common Stock") for
shares of common stock of ASC East, Inc. not owned by the Company (the
"Minority Interests"). Capitalized terms used but not defined herein have
the meaning given to them in the Prospectus.
The undersigned hereby surrenders the Minority Interests described in the
box entitled "Description of Minority Interests" below pursuant to the terms
and conditions described in the Prospectus and this Letter of Transmittal.
In order to properly complete this Letter of Transmittal, a holder of
Minority
Interests must (i) complete the box entitled "Description of Minority
Interests," (ii) if appropriate, check and complete the boxes relating to
Special Issuance Instructions and Special Delivery Instructions, (iii) sign the
Letter of Transmittal, (iv) complete the Substitute Form W-9 and (v) sign the
enclosed Lock-up Agreement (as defined below). Each holder of Minority
Interests should carefully read the detailed instructions below prior to
completing the Letter of Transmittal.
List below the Minority Interests Surrendered.
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DESCRIPTION OF MINORITY INTERESTS SURRENDERED
(SEE INSTRUCTION 3)
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Minority Interests Surrendered
Name(s) and Address(es) of holder(s) (Attach additional signed
(please fill in, if blank) scheduled if necessary)
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(1) (2) (3)
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Total Number
Certificate of Minority
Number(s) Interests
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Total
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[ ] CHECK HERE IF SURRENDERED MINORITY INTERESTS ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF CERTIFICATES REPRESENTING MINORITY INTERESTS HAVE BEEN LOST.
The undersigned has lost the certificates for _______ Minority Interests
and requires assistance with respect to receiving shares of Common Stock in
exchange for the Minority Interests owned by the undersigned, and
understands that an appropriate affidavit of loss and indemnity agreement
and that an indemnity and/or surety bond may be required.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
SUBJECT TO THE TERMS AND CONDITIONS OF THE ASC EAST EXCHANGE OFFER, THE
COMPANY WILL ACCEPT FOR EXCHANGE ALL MINORITY INTERESTS PROPERLY SURRENDERED
(AND NOT WITHDRAWN) PURSUANT TO THE ASC EAST EXCHANGE OFFER AT OR PRIOR TO THE
ASC EAST EXPIRATION DATE. AS PROMPTLY AS PRACTICABLE AFTER ACCEPTANCE OF THE
SURRENDERED MINORITY INTERESTS AFTER THE ASC EAST EXCHANGE OFFER EXPIRATION
DATE, THE COMPANY WILL ISSUE TO THE EXCHANGING HOLDERS THE COMMON STOCK IN
EXCHANGE FOR THE SURRENDERED AND ACCEPTED MINORITY INTERESTS.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
Pursuant to the offer by American Skiing Company, a Maine corporation (the
"Company"), upon the terms and subject to the conditions set forth in the
Prospectus dated ____, 1997 (the "Prospectus") and this Letter of Transmittal
(the "Letter of Transmittal"), which together with the Prospectus constitutes
the Company's offer (the "ASC East Exchange Offer") to exchange shares of the
Company's common stock, par value $.01 per share (the "Common Stock") for shares
of common stock of ASC East, Inc. ("ASC East") not owned by the Company (the
"Minority Interests"), the undersigned hereby surrenders to the Company for
exchange the Minority Interests described in the box entitled "Description of
Minority Interests."
Subject to, and effective upon, acceptance for exchange of the Minority
Interests surrendered hereby in accordance with the terms and subject to the
conditions of the ASC East Exchange Offer, the undersigned hereby acknowledges
and agrees that all of the rights of the undersigned pursuant to that certain
Shareholders' Agreement, dated as of June 28, 1996 ASC East and Bear, Stearns &
Co., Inc., will have been satisfied and extinguished in all respects and hereby
sells, assigns and transfers to, or upon the order of, the Company, all right,
title and interest in and to, the Minority Interests.
The undersigned hereby represents and warrants that: (i) the undersigned
has full power and authority to surrender the Minority Interests surrendered
hereby and to sell, assign and transfer all right, title and interest in and to
such Minority Interests, and (ii) the Company will acquire good, indefeasible
and unencumbered title to such Minority Interests, free and clear of all liens,
restrictions, charges, claims and encumbrances and not subject to any adverse
claim, when the same are acquired by the Company. The undersigned, upon
request, will execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the sale, assignment and transfer of
the Minority Interests surrendered hereby.
The undersigned agrees, by executing the Lock-up Agreement, enclosed
herewith, among the undersigned and Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"), Furman Selz LLC, Morgan Stanley & Co. Incorporated and
Shroder & Co. Inc. (the "Lock-up Agreement") the undersigned will not directly
or indirectly offer, pledge, sell, contract to sell, sell any option or contract
to purchase or grant any option, right or warrant to purchase or otherwise
transfer or dispose of any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, or enter into any swap or
other arrangement that transfers all or a portion of the economic consequences
associated with the ownership of such Common stock until May 12, 1998 without
the prior written consent of
DLJ.
The ASC East Exchange Offer is subject to certain conditions set forth in
the Prospectus under the caption "The ASC East Exchange Offer -- Conditions to
the Offering." The undersigned recognizes that as a result of these conditions
(which may be waived, in whole or in part, by the Company), as more particularly
set forth in the Prospectus, the Company may not be required to exchange any of
the Minority Interests tendered hereby and, in such event, the Minority
Interests not exchanged will be returned to the undersigned at the address shown
below the signature of the undersigned.
Holders of the Minority Interests will receive Common Stock for their
Minority Interests when the Company has received: (1) this Letter of
Transmittal or a photocopy hereof, duly completed and signed, plus (2) the
certificates representing the Minority Interests, (3) the enclosed Form W-9, (4)
any required accompanying evidence of authority in form satisfactory to the
Company, (5) the Lock-Up Agreement duly completed and signed by the beneficial
owner of the Minority Interests, and (6) satisfaction of the terms and
conditions set forth in the section of the Prospectus entitled "The ASC East
Exchange Offer -- Conditions to the Offer." If the certificates have been lost,
stolen or destroyed, this should be indicated above in the space provided for
the list of the certificates.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall not be affected by and shall survive the death or incapacity
of the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, executors, administrators, trustees in bankruptcy,
personal and legal representatives, successors and assigns of the undersigned
and shall inure to the benefit of ASC East and the Company.
This Letter of Transmittal shall be governed by and construed in accordance
with the internal laws and not the conflicts of law rules of the State of Maine,
and the invalidity or unenforceability of any term or provision of this Letter
of Transmittal shall not affect the validity or enforceability of any other term
or provision hereof.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Common Stock in the name(s) of the undersigned. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please mail the
Common Stock (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the Common Stock in the name(s) of, and mail the Common
Stock to, the person(s) so indicated. The undersigned recognizes that the
Company has no obligation under the "Special Issuance Instructions" or the
"Special Delivery Instructions" provisions of this Letter of Transmittal to
effect the transfer of any Minority Interests from the name of the holder(s)
thereof if the Company does not accept for exchange such Minority Interests.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 5 AND 6) (SEE INSTRUCTIONS 1, 4, 5 AND 6)
To be completed ONLY if any Common Stock is to be issued in the name of
someone other than the person or persons whose signature(s) appear(s) on this
Letter of Transmittal. If any of the Common Stock are to be issued in the name
of someone other than the person or persons whose signature(s) appear(s) on this
Letter of Transmittal below, the assignment block on the back of the stock
certificate(s) of the surrendered Minority Interests must be properly completed
or an appropriate instrument of transfer must be provided, in each case with
signature guaranteed. (See Instruction 1).
Issue to:
Name: ______________________________
(Please Print)
Address: ___________________________
____________________________________
____________________________________
(Include Zip Code)
____________________________________
(Taxpayer Identification or Social Security
Number(s)* of Payee)
*PLEASE ALSO COMPLETE THE ENCLOSED SUBSTITUTE FORM W-9.
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To be completed ONLY if any Common Stock is to be sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter of Transmittal, or
to the person or persons at an address other than that shown above in the box
entitled "Description of Minority Interests Surrendered."
Send to:
Name: ______________________________
(Please Print)
Address: ____________________________
_____________________________________
_____________________________________
(Include Zip Code)
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SIGNATURE OF RECORD HOLDER
SEE INSTRUCTION 4
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby surrenders the Minority Interests.
The undersigned hereby represents and warrants that the undersigned is the
record holder and the beneficial owner of the Minority Interests surrendered
herewith. (If the undersigned is not the beneficial owner, strike "and the
beneficial owner" in the preceding sentence and have the beneficial owner sign
this Letter of Transmittal on the next page or
on a counterpart and attach the counterpart hereto.)
Dated: _____________________, 1997
Sign Here:
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(This Letter of Transmittal must be signed by the registered holder(s)
exactly as name(s) appear(s) on certificate(s) for the Minority Interests, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, please set forth full title
and see Instruction 4.)
Name(s)
(Please Print)
Capacity
Address
(Include Zip Code)
Area Code and Tax Identification or
Tel. No. ___________________ Social Security No.
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6)
Authorized Signature
Name of Firm
Address
Dated: _________________, 1997 Area Code & Tel. No.
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
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SIGNATURE OF BENEFICIAL OWNER
SEE INSTRUCTION 4
IF THE MINORITY INTEREST IS REGISTERED IN THE NAME OF A NOMINEE, THIS
LETTER OF TRANSMITTAL MUST BE SIGNED BY THE BENEFICIAL OWNER OF THE
MINORITY INTERESTS SURRENDERED.
By completing, executing and delivering this Letter of Transmittal, the
undersigned hereby surrenders the Minority Interests. The undersigned hereby
represents and warrants that the undersigned is the beneficial owner of the
Minority Interests surrendered herewith.
Dated: ____________________, 1997
Sign Here:
SIGNATURE(S) OF BENEFICIAL OWNER(S) OR AUTHORIZED SIGNATORY
(If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 4.)
Name(s)
(Please Print)
Capacity
Address
(Include Zip Code)
Area Code and Tax Identification or
Tel. No. ___________________ Social Security No.
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6)
Authorized Signature
Name of Firm
Address
Dated: _________________, 1997 Area Code & Tel. No.
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
INSTRUCTIONS FORMING PART
OF THE TERMS AND CONDITIONS OF THE ASC EAST EXCHANGE OFFER
1. SIGNATURE GUARANTEES. Signatures are not required to be guaranteed by
an Eligible Institution (as defined below) if the Letter of Transmittal and the
ASC East Common Stock surrendered hereby are surrendered (a) by a registered
physical holder of such ASC East Common Stock who has not completed either the
box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions," or (b) for the account of an Eligible Institution.
Signatures on all other Letters of Transmittal must be guaranteed by an Eligible
Institution. If the ASC East Common Stock surrendered hereby are registered in a
name other than the signer of this Letter of Transmittal, see Instruction 4. As
used herein, "Eligible Institution" means a firm or other entity identified in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including
(as such terms are defined therein): (i) a bank; (ii) a broker, dealer,
municipal securities dealer, municipal securities broker, government securities
dealer or government securities broker; (iii) a credit union; (iv) a national
securities exchange, registered securities association or clearing agency; or
(v) a savings association.
2. DELIVERY OF LETTER OF TRANSMITTAL AND MINORITY INTERESTS. This Letter
of Transmittal is to be used to forward, and must accompany, all Minority
Interests surrendered pursuant to the ASC East Exchange Offer. All physically
surrendered Minority Interests, together with a properly completed and duly
executed Letter of Transmittal, Lock-up Agreement and any other documents
required by this Letter of Transmittal must be mailed or delivered to the
Company at its address set forth on the front page hereof and must be received
by the Company at or prior to the ASC East Exchange Offer Expiration Date.
THE METHOD OF DELIVERY OF MINORITY INTERESTS, THIS LETTER OF
TRANSMITTAL, THE LOCK-UP AGREEMENT AND ANY OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE SURRENDERING HOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN
THIS LETTER OF TRANSMITTAL, DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE COMPANY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent surrenders will be accepted.
All surrendering holders, by execution of this Letter of Transmittal, waive any
right to receive any notice of the acceptance of their surrender.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers of the Minority Interests and the number of Minority
Interests surrendered should be listed on a separate SIGNED schedule and
attached hereto.
4. SIGNATURES ON LETTER OF TRANSMITTAL AND ENDORSEMENTS.
IF THE MINORITY INTERESTS ARE REGISTERED OF RECORD IN THE NAME OF A
NOMINEE, THE LETTER OF TRANSMITTAL AND RELEASE MUST BE SIGNED BY THE NOMINEE (ON
PAGE [__]) AND BY THE BENEFICIAL OWNER (ON PAGE [__]).
If this Letter of Transmittal is signed by a person other than the record
holder(s) of Minority Interests surrendered hereby, then, in order to validly
surrender such Minority Interests pursuant to the ASC East Exchange Offer, such
Minority Interests must be endorsed or accompanied by an appropriate written
instrument or instruments of transfer signed exactly as the name(s) of such
record holder(s) appear(s) on the Minority Interests, with the signature(s) on
such Minority Interests or instruments of transfer guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by the record holder(s) of the
Minority Interests surrendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the Minority Interests without any change
whatsoever.
If any of the surrendered Minority Interests are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the surrendered Minority Interests are registered in different
names, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations.
If this Letter of Transmittal or any Minority Interests are signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, agent or other person(s) acting in a fiduciary or representative
capacity, such person(s) should so indicate when signing and must submit proper
evidence satisfactory to the Company of their authority so to act.
5. TRANSFER TAXES. Except as set forth in this Instruction 5, the Company
will pay or cause to be paid all transfer taxes, if any, with respect to the
sale and transfer to it of any Minority Interests pursuant to the ASC East
Exchange Offer. If, however, the Common Stock or Minority Interests surrendered
for exchange are to be delivered to or are to be registered or issued in a name
other than the name of the registered holder of the Minority Interests, or if a
transfer tax is imposed for any reason other than the transfer or sale of
Minority Interests to the Company pursuant to the ASC East Exchange Offer, the
amount of any such transfer taxes will be the responsibility of the surrendering
stockholder and will be required to be paid by the stockholder before delivery
by the Company of the Common Stock, unless satisfactory evidence of the payment
of such taxes, or exemption therefrom, is submitted.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Common Stock (or
Minority Interests not surrendered or exchanged) are to be issued in the name of
a person other than the signer of this Letter of Transmittal or if such Minority
Interests and/or Common Stock are to be sent to someone other than the signer of
this Letter of Transmittal or to the signer at a different address, the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions" in
this Letter of Transmittal should be completed, as applicable. In such event,
the signature of the registered holder (unless an Eligible Institution) must be
guaranteed by an Eligible Institution.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or additional copies of the Prospectus or this Letter of Transmittal may be
obtained from the Company at the address set forth above. Holders of Minority
Interests may also contact such holder's broker, dealer, commercial bank or
trust company or nominee for assistance concerning the ASC East Exchange Offer.
8. MUTILATED, LOST, STOLEN OR DESTROYED MINORITY INTERESTS. Any Holder
whose Minority Interests have been mutilated, lost, stolen or destroyed should
contact the Company at the address indicated above.
9. LOCK-UP AGREEMENT. A Holder exchanging Minority Interests pursuant to
the ASC East Exchange Offer is required to sign the Lock-up Agreement that is
provided.
10. SUBSTITUTE FORM W-9. A surrendering holder (or other payee) is
required to provide the Company with a correct taxpayer identification number
("TIN") on the Substitute Form W-9 that is provided below and to certify that it
is not subject to backup withholding. Failure to provide the information on the
form may subject the surrendering holder (or other payee) to a $50 penalty
imposed by the Internal Revenue Service and 31% federal income tax withholding
on the payments made to such person.
IMPORTANT: TO ACCEPT THE ASC EAST EXCHANGE OFFER, THIS LETTER OF
TRANSMITTAL, TOGETHER WITH CERTIFICATES FOR MINORITY INTERESTS OR AFFIDAVITS AND
THE LOCK-UP AGREEMENT MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE ASC
EAST'S EXCHANGE OFFER EXPIRATION DATE.
IMPORTANT TAX INFORMATION
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH HOLDER IS URGED TO CONSULT A TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO IT (INCLUDING THE APPLICATION AND
EFFECT OF FOREIGN, STATE AND LOCAL TAX LAWS) OF THE ASC EAST EXCHANGE OFFER.
CERTAIN HOLDERS (INCLUDING INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS AND
FOREIGN TAXPAYERS) MAY BE SUBJECT TO SPECIAL RULES NOT DISCUSSED BELOW. THE
DISCUSSION DOES NOT CONSIDER THE EFFECT OF ANY APPLICABLE FOREIGN, STATE AND
LOCAL TAX LAWS.
SUBSTITUTE FORM W-9
Under the U.S. federal income tax laws, the Company may be required to
withhold 31% of the amount of the gross proceeds paid to certain holders or
other payees pursuant to the ASC East Exchange Offer. To prevent backup
withholding on any gross proceeds paid to a holder or other payee with respect
to Minority Interests surrendered pursuant to the ASC East Exchange Offer, the
holder is required to notify the Company (as payor) of the holder's current TIN
(or the TIN of any other payee) by completing the form below, certifying that
the TIN provided on Substitute Form W-9 is correct (or that such holder is
awaiting a TIN), and that (i) the holder has not been notified by the Internal
Revenue Service (the "IRS") that the holder is subject to backup withholding as
a result of failure to report all interest or dividends or (ii) the IRS has
notified the holder that the holder is no longer subject to backup withholding.
In general, if a holder of Minority Interests is an individual, the TIN is the
Social Security number of such individual. In addition, if the Company is not
provided with the correct TIN, the holder may be subject to a $50 penalty
imposed by the IRS.
Certain holders of Minority Interests (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and information reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, that holder must submit a
statement signed under penalty of perjury attesting as to that status. Forms for
such statement can be obtained from the Company. For further information
regarding backup withholding and instructions for completing Substitute Form W-9
(including how to obtain a TIN if you do not have one and how to complete
Substitute Form W-9 Minority Interests are held in more than one name), please
contact the Company.
CONSEQUENCES OF FAILURE TO COMPLETE SUBSTITUTE FORM W-9
Failure to complete Substitute Form W-9 will not, by itself, cause the
Minority Interests to be deemed invalidly surrendered but may require the
Company to withhold 31% of the amount of the gross proceeds paid pursuant to the
ASC East Exchange Offer. Backup withholding is not an additional U.S. federal
income tax. Rather, the U.S. federal income tax liability of a person subject to
backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, the holder may
claim a refund from the IRS.
WHAT NUMBER TO GIVE THE DEPOSITARY
The holder is required to give the Company the TIN (e.g., Social Security
number or Employer Identification Number) of the record owner of the Minority
Interests. If the Minority Interests are registered in more than one name or
are not registered in the name of the actual owner, consult the instructions on
Internal Revenue Service Form W-9.
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NAME: AMERICAN SKIING COMPANY
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR Social Security Number
TAXPAYER IDENTIFICATION NUMBER IN
FORM W-9 THE BOX AT THE RIGHT AND CERTIFY _________________________
BY SIGNING AND DATING BELOW.
DEPARTMENT OF THE
TREASURY OR
INTERNAL REVENUE SERVICE
Employer Identification Number
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER AND _________________________
CERTIFICATION ("TIN")
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PART II -- For Payees exempt from backup
withholding, see "Important Tax
Information" above and Guidelines for
Certification of Taxpayer Identification
Number on Substitute Form W-9 enclosed
herewith and complete as instructed
therein.
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Certifications -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or a taxpayer Identification Number has not been issued to me and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service Center or
Social Security Administration office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a
Taxpayer Identification Number to the payer, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number to the
payer and that, if I do not provide my Taxpayer Identification Number
within sixty (60) days, such retained amounts shall be remitted to the
Internal Revenue Service ("IRS") as backup withholding.)
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding as a result of
a failure to report all interest or dividends or the IRS has notified me
that I am no longer subject to backup withholding.
Certification Instructions -- You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out item (2). (Also see the
"Important Tax Information" above).
Name
(Please Print)
Address
(Include Zip Code)
Signature Date , 1997
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
A $50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 31% OF ANY
PAYMENTS MADE TO YOU PURSUANT TO THE ASC EAST EXCHANGE OFFER. PLEASE
REVIEW THE GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
_________________, 1997
AMERICAN SKIING COMPANY
P.O. Box 450
Sunday River Access Road
Bethel, ME 04217
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
FURMAN SELZ LLC
MORGAN STANLEY & CO. INCORPORATED
SCHRODER & CO. INC.
As representatives of the several Underwriters
named in Schedule I to the Underwriting Agreement
c/o Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172
Ladies and Gentlemen:
The undersigned understands that Donaldson, Lufkin & Jenrette
Securities Corporation, Furman Selz LLC, Morgan Stanley & Co. Incorporated and
Schroder & Co. Inc., as Representatives of the several underwriters (the
"Underwriters"), have entered into an Underwriting Agreement with American
Skiing Company (the "Company"), providing for the initial public offering (the
"Initial Public Offering") of common stock, par value $.01 per share (the
"Common Stock"), of the Company. The Company has filed a Registration Statement
on Form S-4 with the Securities and Exchange Commission (Reg. No. 333- ) (the
"Exchange Offer Registration Statement") relating to the ASC East Exchange
Offer. Capitalized terms used hereing and not defined herein shall have the
meanings set forth in the Prospectus included in the Exchange Offer Registration
Statement.
The undersigned further understands that it is a condition of the ASC
East Exchange Offer that each holder of Minority Interests who wishes to
participate in the ASC East Exchange Offer execute and deliver this Lock-up
Agreement. Therefore, in consideration of the issuance by the Company of ASC
East Exchange Value to the undersigned pursuant to the ASC East Exchange Offer,
the undersigned, during the period commencing on the date hereof and ending May
12, 1998:
(i) agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (including, without limitation, shares of Common Stock or
securities convertible into or exercisable or exchangeable for Common Stock
which may be deemed to be beneficially owned by the undersigned in accordance
with the rules and regulations of the Securities and Exchange Commission) or (y)
enter into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (x) or (y) is
to be settled by the delivery of Common Stock, or such other securities, in cash
or otherwise), without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation;
(ii) agrees not to make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock, without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation;
and
(iii) authorizes the Company to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any shares of Common Stock and
any securities convertible into or exercisable or exchangeable for Common Stock
for which the undersigned is the record holder and, in the case of any such
shares or securities for which the undersigned is the beneficial but not the
record holder, agrees to cause the record holder to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on such books and
records with respect to such shares or securities.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or incapacity
of the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors, and assigns of the undersigned.
Very truly yours,
[Name]
________________________________
By:_____________________________
Its:_____________________________
Address:
_______________________________
_______________________________
Taxpayer Identification Number: _______________________
Number of shares of Common Stock owned after
consummation of ASC East Exchange Offer: ____________