-----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, WQPTqNq3JR8W/B14dOb5tdrYnmL2T1RyP11u2Ll4dvajKPArPSg1EmDh3mIIZCXo zFyhmJzP/HuCXpQsZAFNuw== 0000950134-08-005610.txt : 20080328 0000950134-08-005610.hdr.sgml : 20080328 20080328164125 ACCESSION NUMBER: 0000950134-08-005610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080325 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13507 FILM NUMBER: 08719950 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 8-K 1 v39434e8vk.htm FORM 8-K e8vk
 

 
 
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): March 25, 2008
AMERICAN SKIING COMPANY
(Exact name of registrant as specified in its charter)
         
Delaware   1-13507   04-3373730
         
(State or other jurisdiction of
incorporation or organization) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)
1526 UTE BLVD, PARK CITY, UTAH 84098
(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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
     As previously reported in the Form 8-K filing of American Skiing Company (the “Company”) dated July 16, 2007, the Company has entered into a definitive agreement (the “Purchase Agreement”) to sell The Canyons resort to Talisker Canyons Finance Co LLC (“Talisker Canyons”).
     As reported in the Form 8-K filing of the Company dated December 31, 2007, Talisker Canyons exercised its right to extend the deadline for closing on its acquisition of The Canyons under the Purchase Agreement to May 31, 2008. In conjunction with such extension, Talisker Canyons provided an additional deposit of $2.5 million, bringing the total good faith deposit made by Talisker Canyons under the Purchase Agreement to $12.5 million, which amount is non-refundable except in circumstances set forth in the Purchase Agreement.
     On March 25, 2008, the Company and its subsidiary, ASC Utah, entered into a further amendment of the Purchase Agreement (the “March Amendment”) with Talisker Canyons and its ultimate parent, The Talisker Partnership (Talisker Canyons and The Talisker Partnership being referred to herein as the “Talisker Entities”). Pursuant to the March Amendment, the Talisker Entities (i) acknowledged the satisfaction by the Seller of certain conditions to closing of the sale of The Canyons resort, (ii) acknowledged that the Company and ASC Utah are not in breach of the Purchase Agreement, (iii) irrevocably waived the right to terminate the Purchase Agreement except under certain limited circumstances and (iv) provided, as an additional deposit under the Purchase Agreement, a note in favor of the Company in the amount of $7,500,000.00, subject to certain limitations as more fully set forth in the note and the March Amendment. In addition, the Company, ASC Utah and the Talisker Entities agreed (a) to treat certain extraordinary expenditures of the Company and ASC Utah as permitted capital expenditures under the Purchase Agreement, to the extent that such expenditures are made prior to the date of the closing of the sale of The Canyons to Talisker Canyons, and (b) to certain conditions on any subsequent sale of The Canyons by Talisker Canyons in limited circumstances.

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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: March 28, 2008  American Skiing Company
 		  
  By:   /s/ Foster A. Stewart    
    Name:   Foster A. Stewart, Jr.   
    Title:   Senior Vice President and General Counsel   
 

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