-----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, VdqMffESH2WArDxCpMi4o9ec5SqKJ0j/01s9mOwvkuX0iccTvLXnnZelckzmLHoX oK2s7jZIrbBU8eIXKkjs1Q== 0001017918-97-000028.txt : 19970424 0001017918-97-000028.hdr.sgml : 19970424 ACCESSION NUMBER: 0001017918-97-000028 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970423 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAIL RESORTS INC CENTRAL INDEX KEY: 0000812011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 510291762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49757 FILM NUMBER: 97585343 BUSINESS ADDRESS: STREET 1: P O BOX 7 STREET 2: C/O ANACONDA TOWER CITY: VAIL STATE: CO ZIP: 81658 BUSINESS PHONE: 9708452950 MAIL ADDRESS: STREET 1: P O BOX 7 CITY: VAIL STATE: CO ZIP: 81658 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D 1 SCHEDULE 13D Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VAIL RESORTS, INC. ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 91879Q109 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 18, 1997 ----------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) Schedule 13D (continued) CUSIP No. 91879Q109 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,413,100 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,413,100 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,413,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: Vail Resorts, Inc. (b) Address of Issuer's Principal Executive Offices: Post Office Box 7 c/o Anacoda Towers Vail, CO 81658 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: During the last five years, Ronald Baron has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) Record of Civil Proceedings: During the last five years, Ronald Baron was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating such activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns no shares of the issuer directly. 2,971,600 shares were purchased for an aggregate purchase price of $60,221,961 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 441,500 shares were purchased for an aggregate purchase price of $8,757,649 for the accounts of investment advisory clients of Baron Capital Management, Inc. ("BCM") a registered investment adviser controlled by Ronald Baron. All of those shares were paid for by cash in the accounts of the investment companies and advisory clients. Page 4 of 7 Pages Item 4. Purpose of Transaction The securities referred to herein were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Filing Person reserves the right to discuss management and other proposals with other persons. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i)3,413,100 shares in his capacity as a controlling person of BAMCO and BCM. Reporting Person disclaims that he is the beneficial owner of these shares. (ii) no shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 3,413,100 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose or direct the disposition: 3,413,100 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of the Partnerships. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund owns 2,842,100 (8.5%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer By virtue of their investment advisory agreements with their clients, BCM and BAMCO have been given the discretion to dispose or direct the disposition of the securities in the advisory accounts. All such agreements are, however, revocable. The advisory agreements for the Baron Funds have been approved by their Board of Trustees. The agreements for the Baron Funds are filed as exhibit 99 to Form N1-A for Baron Asset Fund and are incorporated by reference herein. All the advisory agreements are pursuant to a standard form, a copy of which is filed herewith. Page 5 of 7 Pages Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 days of trading. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 22, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 60-DAY TRANSACTION SCHEDULE Transaction Schedule From 02-21-97 To 04-21-97 Acct Exec. Date ID Trans Qty Price - -------- ----- ----- ----- --------- 02-21-97 baf by 91,000 19.5259 02-21-97 bcm4 by 5,000 19.5259 02-21-97 bgi by 5,000 19.5259 02-24-97 baf by 230,900 19.1918 02-24-97 bcm4 by 15,000 19.1918 02-24-97 bcm4 by 6,000 19.1918 02-24-97 bcm4 by 30,000 19.1918 02-24-97 bcm4 by 5,000 19.1918 02-24-97 bcm4 by 5,000 19.1918 02-24-97 bcm4 by 20,000 19.0000 02-24-97 bgi by 30,000 19.1918 02-25-97 baf by 120,100 20.0674 02-25-97 bcm4 by 5,000 20.0674 02-25-97 bcm4 by 3,000 20.0674 02-25-97 bcm4 by 10,000 20.0674 02-25-97 bcm4 by 5,000 20.0674 02-26-97 baf by 44,000 21.2971 02-26-97 bcm4 by 1,500 21.2971 02-26-97 bcm4 by 5,000 21.2971 02-26-97 bcm4 by 2,500 21.2971 02-26-97 bgi by 3,300 21.2971 02-27-97 baf by 64,000 22.1066 02-27-97 bcm4 by 3,500 22.1066 02-27-97 bgi by 16,700 22.1066 02-28-97 baf by 55,000 22.0511 03-03-97 baf by 25,000 21.7500 03-04-97 baf by 20,000 21.5000 03-04-97 bcm4 by 7,000 21.5000 03-05-97 baf by 10,000 21.3654 03-05-97 bcm4 by 3,000 21.3654 03-06-97 baf by 15,000 21.2500 03-06-97 baf by 15,000 20.9643 03-06-97 bcm4 by 5,000 20.9643 03-06-97 bgi by 15,000 21.2500 03-06-97 bgi by 15,000 20.9643 03-07-97 baf by 20,000 20.7500 03-07-97 baf by 20,000 20.5625 03-10-97 baf by 47,500 20.6307 03-10-97 bcm4 by 5,000 20.6307 03-10-97 bcm4 by 8,000 20.3750 03-10-97 bcm4 by 5,000 20.7250 03-11-97 baf by 30,300 20.9175 03-11-97 baf by 30,000 21.0000 03-11-97 bcm4 by 7,500 20.8750 03-12-97 baf by 57,200 20.7555 03-12-97 bcm4 by 900 21.0000 03-12-97 bcm4 by 2,900 21.0000 03-13-97 baf by 30,000 20.3125 03-13-97 baf by 68,300 20.2986 03-13-97 bcm4 by 700 20.3750 03-13-97 bcm4 by 2,200 20.3750 03-13-97 bcm4 by 5,000 20.2986 03-13-97 bgi by 10,000 20.2986 03-14-97 baf by 10,700 20.3505 03-14-97 baf by 10,000 20.6250 03-14-97 baf by 20,000 20.5000 03-14-97 baf by 1,500 20.5000 03-17-97 baf by 20,000 20.1250 03-17-97 baf by 47,000 20.1250 03-17-97 bcm4 by 300 20.1250 03-17-97 bcm4 by 1,000 20.1250 03-17-97 bgi by 10,000 20.1250 03-18-97 baf by 27,000 20.3339 03-18-97 baf by 20,000 20.2594 03-19-97 baf by 26,800 20.7705 03-19-97 bgi by 2,500 20.7705 03-20-97 baf by 10,000 20.5000 03-20-97 bcm4 by 25,000 20.5000 03-21-97 baf by 1,000 20.6250 03-21-97 baf by 20,000 20.4875 03-21-97 baf by 3,100 20.6250 03-21-97 bcm4 by 4,000 20.6250 03-21-97 bcm4 by 2,000 20.6250 03-21-97 bcm4 by 5,000 20.6250 03-21-97 bcm4 by 5,000 20.6250 03-24-97 baf by 1,600 20.7500 03-26-97 baf by 10,000 20.5000 03-26-97 baf by 13,000 20.3692 03-26-97 bcm4 by 5,000 20.5000 03-27-97 baf by 25,000 20.3100 03-31-97 baf by 10,000 19.9375 03-31-97 baf by 5,000 19.4549 04-01-97 baf by 10,000 19.1250 04-01-97 bcm4 sl 5,000 19.0000 04-01-97 bcm4 by 5,000 19.0000 04-01-97 bcm4 by 2,000 19.0000 04-02-97 baf by 25,000 18.4052 04-02-97 bcm4 by 4,000 18.4052 04-03-97 baf by 167,000 17.3750 04-03-97 baf by 20,800 17.5553 04-03-97 baf by 25,000 17.8250 04-03-97 bcm4 by 5,000 17.3750 04-03-97 bcm4 by 3,000 17.3750 04-03-97 bcm4 by 10,000 17.3750 04-04-97 bcm4 by 2,000 18.7269 04-04-97 bcm4 by 2,000 18.7269 04-04-97 bcm4 by 700 17.5000 04-04-97 bcm4 by 2,300 17.5000 04-04-97 bcm4 by 1,400 18.7269 04-07-97 baf by 25,300 19.1637 04-07-97 bcm4 by 2,000 19.1637 04-07-97 bcm4 by 7,500 19.1637 04-07-97 bcm4 by 3,600 19.1637 04-08-97 baf by 10,900 19.5342 04-08-97 bcm4 by 5,000 19.5342 04-08-97 bcm4 by 6,000 19.5342 04-09-97 baf by 19,500 19.8500 04-09-97 baf by 32,000 19.9727 04-09-97 bcm4 by 3,000 19.8500 04-09-97 bcm4 by 2,500 19.8500 04-10-97 bcm4 by 2,000 20.0000 04-10-97 bcm4 by 2,500 20.0000 04-10-97 bcm4 by 2,000 20.0000 04-10-97 bcm4 by 1,000 20.0000 04-10-97 bgi by 1,600 20.0000 04-11-97 baf by 70,500 19.4520 04-11-97 baf by 10,000 19.3750 04-14-97 baf by 42,500 19.1324 04-15-97 baf by 38,000 19.5000 04-15-97 bgi by 5,400 19.3519 04-16-97 baf by 19,800 19.2500 04-16-97 baf by 33,000 19.2500 04-16-97 baf by 25,000 19.2500 04-16-97 bcm4 by 15,000 19.2500 04-17-97 baf by 13,000 19.2500 04-17-97 baf by 13,200 19.2610 04-17-97 bcm4 by 5,000 19.2610 04-17-97 bcm4 by 19,000 19.2500 04-17-97 bcm4 by 2,000 19.2500 04-18-97 baf by 10,000 19.3750 04-18-97 baf by 2,900 19.0905 04-18-97 baf by 85,600 18.9060 04-18-97 bcm4 by 10,000 19.3437 04-21-97 baf by 13,400 19.0000 04-21-97 baf by 44,700 18.8619 04-21-97 bcm4 by 3,000 18.8619 -----END PRIVACY-ENHANCED MESSAGE-----