-----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, Ve7XudHp/nSOUCqMTXpAB9wV8NVo2GiHPzHUacDsHfB+UiMpdJWi8Ljf30MPyj4G OgIS5A/+XCjLSJXAaWGZ8A== 0000891020-07-000307.txt : 20071029 0000891020-07-000307.hdr.sgml : 20071029 20071029172505 ACCESSION NUMBER: 0000891020-07-000307 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070729 FILED AS OF DATE: 20071029 DATE AS OF CHANGE: 20071029 EFFECTIVENESS DATE: 20071029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SKIING CO /ME CENTRAL INDEX KEY: 0001043432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 043373730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13507 FILM NUMBER: 071197296 BUSINESS ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 BUSINESS PHONE: 2078248100 MAIL ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 FORMER COMPANY: FORMER CONFORMED NAME: ASC HOLDINGS INC DATE OF NAME CHANGE: 19970805 NT 10-K 1 v34927nt10vk.htm NOTIFICATION OF LATE FILING nt10vk
 

 
 
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
NOTIFICATION OF LATE FILING
 
Commission File Number 1-13507
 
American Skiing Company
(Exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)		   04-3373730
(I.R.S. Employer Identification No.)
136 Heber Avenue,
Suite 303
Park City, Utah 84060
(Address of principal executive office)
(Zip Code)
(435) 615-0340
www.peaks.com
(Registrant’s telephone number, including area code)
(Check One):
þ Form 10-K o Form 20-F o Form 11-K
o Form 10-Q and Form 10-QSB o N-SAR
For the period ending July 29, 2007.
o transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR for the transition period ended:
     Read instruction (on back page) before preparing form. Please print or type. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing check above, identify the item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
American Skiing Company
 
Full Name of Registrant
ASC Holdings, Inc.
 
Former Name if Applicable
136 Heber Ave, Ste 303
Park City, UT 84060
 
City, State and Zip Code
 
 

 

 

PART II — RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
     
þa
   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
    
ob
   The subject annual report, semi-annual report, transition report or Form 10-K, form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 
    
oc
   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III — NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Since the spring of 2006, the Company has consummated the sale of all but one of its ski resorts and has entered into an agreement to sell its last remaining ski resort, The Canyons.
On June 20, 2007 the Company’s Plan of Dissolution was approved by its Board of Directors and subsequently by a majority of the shares entitled to vote on such matter. The Company filed its Certificate of Dissolution in Delaware on September 10, 2007 and its dissolution became effective on September 13, 2007 (the “Dissolution Date”). As of such date, the Company closed its stock transfer books and trading of the Company’s common stock on the OTC Bulletin Board ceased.
Since the Dissolution Date, the Company has not engaged in any business activities except those necessary for the purpose of preserving the value of the Company’s assets, prosecuting and defending suits by or against the Company or its subsidiaries, adjusting and winding up the Company’s business and affairs, selling and liquidating the Company’s remaining assets and properties, including consummating the sale of The Canyons ski resort, paying its creditors and making distributions to stockholders.
In addition, under GAAP, the approval of the Plan of Dissolution triggers a change in accounting from traditional “going concern” accounting to “liquidation accounting”. Under liquidation accounting, the Company must (1) adjust the carrying value of all of its assets and liabilities to their fair value, (2) estimate the time period required to complete the liquidation, and (3) estimate and accrue the costs it will incur during the liquidation period. In addition to a traditional “going concern” Balance Sheet as of June 20, 2007 and a Statement of Operations for the period ended June 20, 2007, the Company’s financial statements will need to include a Statement of Net Assets (on a liquidation basis) as of June 20, 2007 and as of the end of the fiscal period (July 29, 2007) along with a Statement of Changes in Net Assets for the period between June 20, 2007 and July 29, 2007.
This presentation requires the Company to undergo audits of two separate periods; one as of the date of adoption of the Plan of Dissolution, June 20, 2007 (the last date of ASC’s “going concern” financials), and one as of the July 29, 2007 fiscal year-end. These audits will require the Company to prepare two separate liquidation calculations; one as of the date of approval of the Plan of Dissolution on June 20, 2007 (the last date of the Company’s going concern financial statements), and one as of the July 29, 2007 fiscal year-end. Additionally, the presentation will require an audit of the Statements of Net Assets as of June 20, 2007 and the Statement of Changes in Net Assets for the period between June 20, 2007 and July 29, 2007 along with an audit of the Statements

 

 

of Operations and Statement of Cash Flows for the previous two years both of which will need to be retroactively reclassified to reflect discontinued operations where applicable.
Preparation and review of these modified financial statements, as well as the auditing of these financial statements by the Company’s independent public accountants, will take a significantly longer period of time to complete than the traditional “going concern” financial statement preparation and audit. Furthermore, because six of the seven resorts the Company owned at the beginning of the fiscal year have subsequently been sold and the Company will consequently need to obtain significant assistance from finance staff from resorts it no longer owns in order to complete the audit.
As a result of the above, the Company will not be able to file its annual report on Form 10-K for its fiscal year ended July 29, 2007 within the prescribed time period, without unreasonable effort or expense.
PART IV — OTHER INFORMATION
(1)   Name and telephone number of person to contact in regard to this notification
         
Foster A. Stewart, Jr.
   207   773-7934
 
        
(Name)
   (Area Code)   (Telephone Number)
(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s)
þ Yes o No
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof?
þ Yes o No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why reasonable estimate of results cannot be made.
See narrative at Part III, above
American Skiing Company
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
         
     
Date: October 29, 2007  By:   /s/ Foster A. Stewart, Jr.    
    Foster A. Stewart, Jr.   
    Secretary and General Counsel   
 

 

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