-----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, KGZQeaOn98h+lcbh/8xuGJVwXl7sSvF9N1edlbMe7Hj4X+f62+/wetRL2C+Rim+N bgK96vVMy5DrauXCC9HE4g== 0001043432-06-000021.txt : 20061214 0001043432-06-000021.hdr.sgml : 20061214 20061214164800 ACCESSION NUMBER: 0001043432-06-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061207 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061214 DATE AS OF CHANGE: 20061214 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: 061277639 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 form8kltipbonus.txt LTIP BONUS AMENDMENT 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): December 7, 2006 AMERICAN SKIING COMPANY (Exact name of registrant as specified in its charter) Delaware 1-13057 04-3373730 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 136 HEBER AVENUE, SUITE 303, PARK CITY, UTAH 84060 - -------------------------------------------------------------------------------- (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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Amendment of Compensatory Plan. On December 12, 2006, the Compensation Committee of the Board of Directors of American Skiing Company (the "Company") amended the American Skiing Company Phantom Equity Plan (the "Plan"), which benefits certain officers of the Company, including the Company's chief executive officer, William J. Fair, and other named executive officers of the Company. The full text of the amendment to the Plan (the "Amendment") is attached as an exhibit to this report on Form 8-K. Specifically, the Amendment makes the following changes: o Payments under the Plan can be made only if a "Valuation Event" has occurred. Before the Amendment, one of the Plan's "Valuation Events" was "a sale or disposition of a significant Company operation or property as determined by the Board." Under the Amendment, this has been changed to "a sale or disposition of a significant asset, or a series of sales or dispositions of significant assets (disregarding any sales or dispositions prior to November 30, 2006), resulting in proceeds to the Company equal to or greater than $300 million, as determined by the Board." o The Board is now permitted to delay the payment of Awards under the Plan by up to an additional 30 days if such delay will, in the opinion of the Board, allow the Compensation Committee to more closely approximate the determination of Total Equity Pool Value on which the calculation of Awards is based. o All Awards under the Plan expire if a Valuation Event has not occurred on or prior to the tenth anniversary date of the Plan (December 21, 2011). The changes to the Plan are intended to clarify that the Plan is not intended to be subject to Section 409A of the Internal Revenue Code (governing certain deferred compensation arrangements). (f) Determination of Executive Compensation On December 7, 2006, the Compensation Committee of the Board of Directors of the Company determined the fiscal year 2006 incentive bonus awards for the Company's named executive officers, including the chief executive officer. The fiscal 2006 incentive bonus payments to the Company's named executive officers were William J. Fair (President and Chief Executive Officer) $120,000.00; Helen E. Wallace (Senior Vice President and Chief Financial Officer) $75,195.84; Stan Hansen (Senior Vice President - Real Estate) $39,630.15; Foster Stewart (Senior Vice President and General Counsel) $63,256.17; and Christopher Diamond (President - Steamboat resort) $56,000.00. Additional information regarding compensation of executive officers is included in the Company's proxy statement filed in connection with its Annual Meeting of Shareholders to be held on January 8, 2007. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit 10.1 Amendment to American Skiing Company Phantom Equity Plan, dated December 11, 2006. 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: December 14, 2006 American Skiing Company By: /s/Foster A. Stewart, Jr. ---------------------------- Name: Foster A. Stewart, Jr. Title: Senior Vice President and General Counsel INDEX TO EXHIBITS 10.1 Amendment to American Skiing Company Phantom Equity Plan, dated December 11, 2006. EX-10 2 formamendment.txt AMENDMENT FORM AMERICAN SKIING COMPANY PHANTOM EQUITY PLAN The American Skiing Company Phantom Equity Plan is hereby amended effective as of January 1, 2005. 1. Section 2(p) is hereby amended to read in its entirety as follows: Valuation Event. (1) a sale or disposition of a significant asset, or a series of sales or dispositions of significant assets ( disregarding any sales or dispositions prior to November 30, 2006), resulting in proceeds to the Company equal to or greater than $300 million, as determined by the Board; (2) a merger, consolidation or similar event of the Company other than one (i) in which the Company is the surviving entity or (ii) where no Change of Control has occurred; (3) a public offering of equity securities by the Company that yields net proceeds to the Company in excess of $50 million; or (4) a Change of Control. 2. Section 5(b)(i) is hereby amended to read in its entirety as follows: (i) in the form of cash and shall be made as soon as practicable, but in no event more than 30 days following a Valuation Event, provided, however, that such time period may be extended by up to an additional 30 days in the event that the Board determines in good faith that the Total Equity Pool Value may be more closely approximated by the Committee as a result of such delay; and 3. Section 5(f) is hereby added to the plan to read in its entirety as follows: Expiration. If on the tenth anniversary of the Effective Date, any Awards remain outstanding (by way of example, because a Valuation Event has not occurred as of such date) such Awards shall be canceled without consideration therefore, the Award shall be null and void and the Plan shall expire. 4. All other provisions of the Plan shall remain unchanged and in full force and effect. -----END PRIVACY-ENHANCED MESSAGE-----