RW 1 0001.txt REQUEST TO WITHDRAW SHEARMAN & STERLING 599 Lexington Avenue New York, NY 10022-6069 (212) 848-4426 March 27, 2001 BY EDGAR TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 American Skiing Company Request to Withdraw Registration Statement (Registration No. 333-53406) ----------------------------------------------------------------------- Ladies and Gentlemen: On behalf of our client, American Skiing Company ("ASC"), and on behalf of MeriStar Hotels & Resorts, Inc. ("MeriStar"), we hereby request, pursuant to Rule 477 under the Securities Act of 1933, as amended, that the Securities and Exchange Commission withdraw the Registration Statement on Form S-4 (Registration No. 333-53406) filed with the Commission on January 9, 2001, and amended on February 23, 2001 (the "Registration Statement"). The Registration Statement was filed in connection with a proposed merger between MeriStar and ASC Merger Sub (the "Merger Sub"), a wholly owned subsidiary of ASC (the "Proposed Transaction"). On March 22, 2001, MeriStar and ASC announced that they had terminated the Proposed Transaction by mutual consent. Accordingly, the parties have cancelled their shareholder meetings, and will not be soliciting proxies or issuing securities in connection with the Proposed Transaction. Please do not hesitate to contact the undersigned at (212) 848-4426 if you have any questions regarding the foregoing. Very truly yours, /s/ Darrell Wilkins ------------------------------- Darrell Wilkins cc: New York Stock Exchange 20 Broad Street New York, NY 10005 Mark Roppel Shearman & Sterling 599 Lexington Avenue New York, NY 10022-6069 Foster Stewart American Skiing Company Sunday River Access Road Bethel, Maine 04217 Christopher L. Bennett MeriStar Hotels & Resorts, Inc. 1010 Wisconsin Avenue, N.W. Washington, D.C. 20007