-----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, VQ0zf3vhCdhzvOfg5J7NTZRcpJI5b3sNJ3EkyuHecSKQcVHusNUlM/nQeOB3HybN q6VgJbikbjAp5Tvd+EFoiw== 0001043432-02-000039.txt : 20021211 0001043432-02-000039.hdr.sgml : 20021211 20021211101340 ACCESSION NUMBER: 0001043432-02-000039 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021211 FILED AS OF DATE: 20021211 EFFECTIVENESS DATE: 20021211 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13507 FILM NUMBER: 02854199 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-Q 1 form12b25121102.txt NOTIFICATION OF LATE FILING 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 04-3373730 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 136 Heber Ave., #303, P.O. Box 4552 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): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-Q5B [ ] N-SAR [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] 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., #303, P.O. Box 4552 - -------------------------------------------------------------------------------- Park City, Utah 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 complete. (Check box if appropriate) [X]a The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [ ]b 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 [X] 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, 20F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. See attached press release dated October 15, 2002. Due to the fact that the Registrant's financial statements for the 2002 fiscal year have not yet been completed, the Registrant will be delayed in completing financial statements for the first quarter of fiscal 2003. 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) [X] Yes [ ] 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? [X] Yes [ ] 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 make. The Company is unable to give a narrative or quantitative description at this time due to the ongoing audit of its financial results for the last fiscal year and the required re-audit of corresponding periods from its two previous fiscal years. 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: December 11, 2002 By: /s/ Foster A. Stewart, Jr. ------------------------------ Foster A. Stewart, Jr. Secretary and General Counsel Exhibits 99.1 Press Release dated October 15, 2002 99.2 Letter from KPMG, LLP dated October 15, 2002 EX-99 3 exhibit991pr.txt PRESS RELEASE Recent Interpretation by the Accounting Standards Board Delays Filing of American Skiing Company Form 10-K PARK CITY, UTAH - October 15, 2002 -- American Skiing Company (OTC: AESK) announced today that as a result of the Auditing Standards Board's recent Interpretation of AU 508, "Reports on Audited Financial Statements," it has been notified by its independent public accountants, KPMG, LLP, that a re-audit of the Company's financial statements for fiscal 2001 and 2000 is required. This recent Interpretation requires that when a company's previous independent auditor has ceased operations and is unable to issue a report on previous years results that reflect discontinued operations, a re-audit of those previous years must be performed. "This interpretation of auditing standards is a national issue which we expect will affect many companies," said Mark Miller, Chief Financial Officer of American Skiing Company. "While we are disappointed with the timing of this decision, and the additional work and resulting delay, we are moving ahead with KPMG, LLP to have the re-audit done as quickly as possible." The Company reported that the re-audit is necessary due to the sale of the Heavenly ski resort in fiscal 2002. In accordance with Statement of Financial Accounting Standards No. 144, the Company is required to reflect Heavenly's current year results from operations as discontinued operations, and all comparative prior periods must have a comparable presentation. The Company's previous independent auditor, Arthur Andersen LLP, has ceased operations and is unable to issue a report on the financial statements reflecting the discontinued operations for the Company's fiscal years 2001 and 2000. Unfortunately due to this recent interpretation by the Auditing Standards Board and the significant time required to have this re-audit completed, the Company will be unable to file its Annual Report on Form 10-K with the Securities and Exchange Commission by the October 27, 2002 deadline. This re-audit of prior years is not the result of any known issues with previously reported results or the financial condition of the Company, but is the result of a recent interpretation of auditing requirements under these particular circumstances. The Company is in the process of engaging its independent public accountants, KPMG, LLP, to complete the required re-audit. Work has begun on the re-audit and the Company expects that the Form 10-K will be filed with the Securities and Exchange Commission promptly upon completion of the re-audits. About American Skiing Company Headquartered in Park City, Utah, American Skiing Company is one of the largest operators of alpine ski, snowboard and golf resorts in the United States. Its resorts include Killington and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire; Steamboat in Colorado; and The Canyons in Utah. More information is available on the Company's Web site, www.peaks.com. This document contains both historical and forward-looking statements. All statements other than statements of historical facts are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are not based on historical facts, but rather reflect American Skiing Company's current expectations concerning future results and events. Similarly, statements that describe the Company's objectives, plans or goals are or may be forward looking statements. Such forward-looking statements involve a number of risks and uncertainties. The forward looking statements included in this document are made only as of the date of this document and under section 27A of the Securities Act and section 21E of the Exchange Act, American Skiing Company does not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. EX-99 4 exhibit992letter.txt LETTER October 15, 2002 Mr. Mark Miller, Chief Financial Officer American Skiing Company 136 Heber Avenue, Suite 303 Park City, Utah 84060 Dear Mr. Miller: The Auditing Standards Board's recently released Interpretation of AU 508, "Reports on Audited Financial Statements", requires that when a company's previous independent auditor has ceased operations and is unable to issue a report on previous years' results that reflect discontinued operations, a re-audit of those previous years must be performed. It is our understanding that as a result of the sale by American Skiing Company of its Heavenly ski resort in fiscal 2002, the Company will be reflecting the operations of Heavenly ski resort as discontinued operations for fiscal years 2002, 2001 and 2000 in accordance with Statement of Financial Accounting Standards No. 144. Therefore, based on the guidance in the recent interpretation, the Company will be required to have the prior two years re-audited before presentation of comparative period results in its fiscal 2002 annual report. Due to the time required for us to complete this re-audit, we will be unable to issue our report covering our audits of the consolidated financial statements as of July 28, 2002 and July 29, 2001 and for each of the years in the three-year period ended July 28, 2002 prior to October 27, 2002. We have read and agree with the comments in Form 12b-25 of American Skiing Company dated October 15, 2002. Very truly yours, KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----