-----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, F4g9cDz6/7lnHExcAw6AAg/sCLS6KhT+Dt8yrFkjxV9vpWB9toVKVmtaIQBUZmT+ 5Ofc/VZoplHLNM/zq1A37Q== 0000950142-00-000993.txt : 20001212 0000950142-00-000993.hdr.sgml : 20001212 ACCESSION NUMBER: 0000950142-00-000993 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOTELS & RESORTS INC CENTRAL INDEX KEY: 0001059341 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 510379982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-14331 FILM NUMBER: 787081 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE N W CITY: WASHINGTON STATE: DC ZIP: 20007 DEFA14A 1 0001.txt ADDITIONAL PROXY SOLICITING MATERIALS - DEFINITIVE SCHEDULE 14A (RULE 14A-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [X] Check the appropriate box [X] [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 MERISTAR HOTELS & RESORTS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) n/a Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transactions: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box of any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Description of Transaction The description of the transaction is incorporated by reference to the press release attached as Exhibit 99.1 to this filing on Schedule 14A. Other written soliciting materials used are also attached to this filing as exhibits. MeriStar Hotels & Resorts, Inc. will be, and certain other persons named below may be, soliciting proxies from MeriStar's stockholders in favor of the transaction. Some of the directors and executive officers of MeriStar and some of the directors and executive officers of American Skiing Company, a Delaware corporation, may be deemed to be participants in MeriStar's solicitation of proxies. The participants in the solicitation include the following directors and officers of MeriStar: Name Title - -------------------------------------------------------------------------------- Daniel R. Doctoroff Director Kent R. Hance (2) Director Steven D. Jorns Director S. Kirk Kinsell (1) Director David E. McCaslin Director James B. McCurry (1) (2) Director Paul W. Whetsell Chairman and Chief Executive Officer James R. Worms Director James A. Calder Chief Financial Officer John Emery Chief Operating Officer Louis Schaab Senior Vice President, Finance Christopher L. Bennett Vice President, Legal and Secretary Bruce Riggins Director of Finance Melissa Thompson Director of Corporate Communications - ------------------------ (1) Member of the Audit Committee (2) Member of the Compensation Committee In addition, Daly Gray Public Relations is participating in the solicitation. Some of the participants in the solicitation have interests in the merger and associated transactions, some of which may differ from, or may be in addition to, those of MeriStar's stockholders generally: o In connection with the merger, some of MeriStar's senior officers will become senior officers of Doral International, Inc., the publicly-traded company that will result from the merger. Mr. Paul Whetsell will become the Chief Executive Officer of Doral, and Mr. John Emery will become the Chief Financial Officer of Doral. o In addition, under the terms of MeriStar's employee stock option plan, the merger will cause all of the options issued under that plan to vest. As a condition precedent to the closing of the merger, MeriStar is required to obtain waivers of that early vesting from Messrs. Bruce Wiles, James Calder, Woody Montgomery, John Plunket, John Emery, David McCaslin and Paul Whetsell. o Paul Whetsell is also a member of the board of directors of American Skiing but has recused himself from all deliberations of American Skiing's board of directors relating to the merger and is not a member of the American Skiing Special Committee. o Mr. Daniel Doctoroff, a director of MeriStar, is an affiliate of Oak Hill Capital Partners, L.P., which, together with its affiliates, is the largest stockholder of American Skiing and of MeriStar and will control more than 45% of the common stock of Doral following the merger. Mr. Doctoroff has recused himself from all deliberations of MeriStar's board of directors relating to the merger. o Doral has agreed, from and after the effective time of the merger, to indemnify the present and former directors and officers of MeriStar and has agreed to cause the subsidiary of Doral that will operate the former MeriStar business to maintain directors' and officers' liability insurance for these individuals in place for six years following completion of the merger. o None of the directors or officers of MeriStar holds more than 1.0% of the outstanding common stock of MeriStar except for Messrs. Daniel Doctoroff (11.1%), Steven Jorns (3.2%) and Paul Whetsell (2.1%). All percentages are as of November 30, 2000. In addition, some of American Skiing's directors and officers may be participating in the solicitation. A list of those participants and their interests in the merger and the associated transactions is set forth in American Skiing's statement on Schedule 14A. Exhibits: EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Press Release, dated December 11, 2000 99.2 Script used by Mr. Jerry Daly during the conference call announcing the transaction on December 11, 2000 99.3 Script used by Mr. Leslie Otten during the conference call announcing the transaction on December 11, 2000 99.4 Slide presentation to be used beginning on December 12, 2000 EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE MeriStar Contacts: American Skiing Company Contacts: Melissa Thompson Skip King (Media) Director, Corporate Communications Vice President, Communications MeriStar Hotels & Resorts American Skiing Company (703) 298-3865 (cell) (207) 824-5020 (202) 295-2228 Jerry Daly, Carol McCune (Media) Dan Kashman (Analysts/Investors) Daly Gray Public Relations Director, Strategic Planning and Investor Relations (703) 624-7187 American Skiing Company (703) 435-6293 (207) 824-5106 AMERICAN SKIING, MERISTAR HOTELS & RESORTS ANNOUNCE MERGER MERGED COMPANY TO BE RENAMED DORAL INTERNATIONAL, FOCUS ON INTERNATIONAL LEISURE AND HOSPITALITY WASHINGTON, D.C./NEWRY, Maine, December 11, 2000-MeriStar Hotels & Resorts (NYSE: MMH), the nation's largest independent hotel management company, and American Skiing Company (NYSE: SKI), the nation's largest ski resort operating company, announced today that they have signed a definitive agreement to merge. The merged company will be renamed Doral International, Inc. and will focus on international leisure and hospitality. Doral International will have assets exceeding $1.2 billion, pro forma FY 2001 revenues of approximately $600 million, and expected pro forma EBITDA in FY 2001 in excess of $100 million. Doral International will be headquartered in Washington, D.C. - more - American Skiing/MeriStar Hotels & Resorts Page 2 The new company will operate, own and develop Doral-branded, year-round mountain and beach resorts, vacation villages and conference centers. In addition, the company will manage upscale hotels for third-party owners, as well as operate corporate housing under its proprietary BridgeStreet Accommodations brand. The merger combines nine premium ski resorts, 23 resort hotels, 246 hotels, 15 golf courses and four conference facilities. The company also will control prime mountain and beach real estate available for future development of more than 14,000 units. The merger has been approved by both companies' boards of directors. Pending customary conditions, including regulatory and shareholder approval, the merger is expected to be completed in the first calendar quarter of 2001. "This merger brings together two companies that share a similar mission, philosophy and vision for the future, " said Leslie B. Otten, chairman of American Skiing Company. "It creates a new leader in the year-round leisure business. Doral International will be a dominant, year-round leisure and conference center brand with an exceptional growth platform. The merger will create a stronger company with more diversified and less seasonal cash flow, a stronger capital structure, greater market exposure, a deeper organizational structure and a broader and more balanced selection of leisure products." Paul W. Whetsell, chairman and chief executive officer of MeriStar Hotels & Resorts, said, "Doral International is in a position to reap the benefits of the heavy infrastructure investment made by American Skiing over the past several years." Whetsell went on to say, - more - American Skiing/MeriStar Hotels & Resorts Page 3 "Our focus will be on improving EBITDA and cash flow through the sale of the existing fractional real estate inventory and use of our management and marketing skills to increase market share, reduce operating expenses and improve margins. "As we move from more of a development stage to an operating focus, it will be our intent to create world-class, year-round resorts in attractive cold- and warm-weather locations, with a full range of lodging and retail facilities, as well as such amenities as skiing, golf, spas, tennis, and water sports." TRANSACTION OVERVIEW Under the terms of the merger agreement, MeriStar Hotels & Resorts will merge into American Skiing Company in a tax-free, stock-for-stock merger. American Skiing Company will be renamed Doral International. Additional terms of the merger are as follows: o MeriStar shareholders will receive 1.88 shares of Doral International common stock for each share of MeriStar common stock held as of the record date. o American Skiing Company's current Series A Preferred stock, due November 2002, will be restructured at par plus accrued dividends through closing into a non-convertible preferred security with a 14 percent non-cash dividend, maturing in August 2006. The Series A preferred holder also will receive approximately 4.75 million common shares. o American Skiing Company's current Series B Preferred stock will be converted at par plus accrued dividends to approximately 75 million shares of Doral common stock at a conversion price of $2.22 per share. - more - American Skiing/MeriStar Hotels & Resorts Page 4 o The existing senior credit facilities of both companies will be replaced by a new $285 million bank facility consisting of a $120 million revolver and $165 million in term loans. It is anticipated that the facility will have a three-year term and will carry a coupon of LIBOR +400 basis points. Upon completion of the merger the company expects to have approximately 190 million shares outstanding on a fully diluted basis. The company's real estate subsidiary, American Skiing Company Resort Properties (ASCRP), will remain a separate subsidiary, with its existing non-recourse debt remaining intact. The company expects the debt to be restructured as follows: o The coupon rates for Tranche A and Tranche B of the ASCRP real estate term facility will be restructured at more attractive lending rates. o The $13 million Tranche C of the real estate term facility held by Oak Hill Capital Partners will be converted to 5.9 million shares of common equity of Doral International at $2.22 per common share. o MeriStar Hospitality, the paper-clipped REIT associated with MeriStar Hotels & Resorts, has committed a $25 million facility to ASCRP for use as project-level mezzanine debt for the company's proposed Heavenly Grand Summit Hotel. DORAL INTERNATIONAL BUSINESS STRUCTURE Doral International will comprise four major leisure and hospitality business units. The first, the Doral Leisure division, will specialize in year-round resorts and includes 23 upscale - more - American Skiing/MeriStar Hotels & Resorts Page 5 destination resorts, four conference centers and 15 golf courses. Products and services will include resort hotels, executive conference centers, skiing and snowboarding facilities, golf courses, spas, restaurants and retail outlets. Doral Leisure also will operate the brand's well-recognized schools for golf and skiing, featuring the company's proprietary instructional curriculum. The Doral Leisure division will be led by William J. ("B.J.") Fair, who currently is president and chief operating officer of American Skiing Company. The company's second business segment, hotel management, will focus on managing upscale, full-service hotels under a wide variety of franchise flags. Doral International will continue to manage 106 hotels owned by MeriStar Hospitality Corporation (NYSE: MHX), the nation's third largest hotel real estate investment trust (REIT). MeriStar Hospitality, which has the right to approve any mergers that may impact its management contracts, said that its board of directors has approved the merger. Doral International will be the nation's largest independent operator of hotels with a management portfolio of 246 properties in the United States, Canada and the Caribbean. The hotel management division will be led by David McCaslin, currently president of MeriStar Hotels & Resorts, who has more than 20 years of industry experience. Doral International's third business segment, which also will report to McCaslin, will be international corporate housing under the BridgeStreet Accommodations brand, with more than 3,700 units in the United States and Europe. Currently the world's third largest provider of corporate housing, BridgeStreet Accommodations serves a broad cross-section of major international corporations with facilities in the United States and Europe. - more - American Skiing/MeriStar Hotels & Resorts Page 6 Real estate, Doral's fourth business unit, will focus on development of upscale vacation villages and resort real estate. The division plans to introduce and market to owners the Doral Owners Club, an upscale, full-service travel and lifestyle organization that will offer purchasers of the company's real estate a variety of amenities. Hernan Martinez, who has more than 20 years of real estate experience, will be responsible for Doral International's real estate operations. He presently is chief operating officer of American Skiing Company's Resort Properties. Following the merger, Leslie B. Otten will be chairman, Paul W. Whetsell, chief executive officer, and John Emery, chief financial officer. TRANSACTION BENEFITS Management believes the merger will provide a number of competitive advantages and growth opportunities. The new company expects to benefit from: o Being the nation's first major year-round destination resort and conference center brand; o Cross-marketing among the new company's combined upscale traveler base that will generate an estimated 23 million leisure and business visits in 2001; o Increasing revenue opportunities through a wider array of product offerings, including skiing and snowboarding, spa, food & beverage, retail, golf, tennis and other leisure amenities; o Approximately $2 million to $4 million in cost savings by eliminating redundant public company costs, gaining additional purchasing power and back office consolidation; - more - American Skiing/MeriStar Hotels & Resorts Page 7 o Introducing and marketing the Doral Owners Club, which provides vacation ownership benefits to real estate owners; and o Taking advantage of greater size, distribution and economies of scale. "Our target market for Doral Leisure will be the expanding universe of active baby boomers and the echo boom generation immediately following them," said Otten. "Both market segments have a high preference for leisure travel. Baby boomers are consumers of skiing, golf, and resort real estate, and increasingly have the money and time to pursue these leisure interests. The echo boom generation actively seeks the outdoor recreation and adventure opportunities that we provide, and our company is the industry leader in converting new skiers and snowboarders from beginners to lifelong participants." Whetsell noted that Doral International's greater size and distribution, along with more diverse resort management expertise, also will help the company attract additional management contracts, either directly or through joint ventures and sliver investments with institutional and individual owners. "We also see opportunities to expand our BridgeStreet Accommodations brand both domestically and in Europe." CAPITAL STRUCTURE "Doral International will have a new debt structure to support the execution of our operating business plan. The success of that plan, coupled with the sale of existing real estate inventory, will result in an improved overall capital structure and significantly enhanced credit statistics," said John Emery, chief investment officer of MeriStar Hotels & Resorts. "We are - more - American Skiing/MeriStar Hotels & Resorts Page 8 fully focused on reducing debt and maximizing free cash flow. This will provide an opportunity for significant future reductions in our cost of debt, as well as a prudent, balanced capital structure." Upon completion of the merger, Doral International will have an 11-member board. Otten and Whetsell will be the only inside directors. Oak Hill Capital Partners, a private equity partnership founded by Robert M. Bass and his team of investment professionals, which will own more than 45 percent of Doral International, will name four members to the board. The remaining members will be independent directors. CONFERENCE CALL AT NOON ET, DECEMBER 11 A conference call will be held at noon Eastern time, Monday, December 11 regarding the merger, followed by a question and answer period. Real-time access to the presentation will be available to MeriStar and American Skiing shareholders and other interested parties by calling (800) 482-5547, reference number 880379. A simultaneous webcast of the call will be available at MeriStar's Web site, WWW.MERISTAR.COM, American Skiing Company's Investor Relations site at www.peaks.shareholder.com, and WWW.STREETEVENTS.COM. A replay of the presentation will be available through 5 p.m. on December 14 by dialing (800) 625-5288, reference number 880379 or logging onto www.meristar.com. Headquartered in Newry, Maine, American Skiing Company, founded by Leslie B. Otten, is the largest operator of alpine ski, snowboard and golf resorts in the United States. Its resorts - more - American Skiing/MeriStar Hotels & Resorts Page 9 include Steamboat in Colorado; Killington, Mount Snow and Sugarbush in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire; The Canyons in Utah; and Heavenly in California/Nevada. Additional information is available on the company's Web site, www.peaks.com. MeriStar Hotels & Resorts operates 231 hospitality and leisure properties with more than 48,000 rooms and 11 golf courses in 34 states, the District of Columbia, Canada, Puerto Rico and the U.S. Virgin Islands. BridgeStreet Accommodations, a MeriStar subsidiary, is one of the world's largest corporate housing providers, offering upscale, fully furnished corporate housing throughout the United States, Canada and Europe. For more information about MeriStar Hotels & Resorts, visit the company's Web site: AMERICAN SKIING COMPANY PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 WITH THE SEC IN CONNECTION WITH THE MERGER TRANSACTION. THE FORM S-4 WILL CONTAIN A PROSPECTUS, A PROXY STATEMENT FOR THE SPECIAL MEETINGS OF BOTH AMERICAN SKIING AND MERISTAR HOTELS & RESORTS, INC. AND OTHER DOCUMENTS. AMERICAN SKIING AND MERISTAR PLAN TO MAIL THE JOINT PROXY STATEMENT AND PROSPECTUS CONTAINED IN THE FORM S-4 TO THEIR STOCKHOLDERS. THE FORM S-4 AND JOINT PROXY STATEMENT AND PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN SKIING, MERISTAR, THE MERGER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE JOINT PROXY STATEMENT AND PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE MERGER. A COPY OF THE MERGER AGREEMENT WITH RESPECT TO THE MERGER WILL BE FILED BY BOTH AMERICAN SKIING AND MERISTAR AS AN EXHIBIT TO EACH'S RESPECTIVE FORM 8-K DATED DECEMBER 11, 2000. THE FORM S-4, THE JOINT PROXY STATEMENT AND PROSPECTUS, THE FORM 8-KS AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER TRANSACTION WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC'S WEB SITE, AT WWW.SEC.GOV. IN ADDITION, THE PROXY STATEMENT/PROSPECTUS, THE FORM 8-K AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER WILL BE MADE AVAILABLE TO INVESTORS FREE OF CHARGE BY CALLING OR WRITING TO THE AMERICAN SKIING AND MERISTAR CONTACT ADDRESSES LISTED ABOVE. IN ADDITION TO THE FORM S-4, THE JOINT PROXY STATEMENT AND PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGER, BOTH AMERICAN SKIING AND - more - American Skiing/MeriStar Hotels & Resorts Page 10 MERISTAR ARE OBLIGATED TO FILE ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SEC. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS AND OTHER INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 OR AT THE OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON PUBLIC REFERENCE ROOMS. FILINGS WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE IDENTITY OF THE PEOPLE WHO, UNDER SEC RULES, MAY BE CONSIDERED "PARTICIPANTS IN THE SOLICITATION" OF MERISTAR'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED MERGER, AND A DESCRIPTION OF THEIR INTERESTS, IS AVAILABLE IN AN SEC FILING ON SCHEDULE 14A, WHICH WILL BE MADE BY MERISTAR. A LIST OF "PARTICIPANTS IN THE SOLICITATION" OF AMERICAN SKIING'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED MERGER, AND A DESCRIPTION OF THEIR INTERESTS, IS AVAILABLE IN AN SEC FILING ON SCHEDULE 14A, WHICH WILL BE MADE BY AMERICAN SKIING. THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT MERISTAR HOTELS & RESORTS, INC., INCLUDING THOSE STATEMENTS REGARDING FUTURE OPERATING RESULTS AND THE TIMING AND COMPOSITION OF REVENUES, AMONG OTHERS. EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS DISCUSSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING THE FOLLOWING: THE ABILITY OF THE COMPANIES TO COMPLETE THE MERGER, THE ABILITY OF THE COMPANY TO SUCCESSFULLY IMPLEMENT ITS ACQUISITION STRATEGY AND OPERATING STRATEGY; THE MERGED COMPANY'S ABILITY TO MANAGE RAPID EXPANSION; SIGNIFICANT LEVERAGE; CHANGES IN ECONOMIC CYCLES; COMPETITION FROM OTHER HOSPITALITY COMPANIES; AND CHANGES IN THE LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO THE COMPANIES. THE HISTORICAL AND FORWARD-LOOKING STATEMENTS ABOUT AMERICAN SKIING COMPANY CONTAINED IN THIS PRESS RELEASE 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. IN ADDITION TO FACTORS DISCUSSED ABOVE, OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCES OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE PROJECTED INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: CHANGES IN REGIONAL AND NATIONAL BUSINESS AND ECONOMIC CONDITIONS AFFECTING BOTH AMERICAN SKIING COMPANY'S RESORT OPERATING AND REAL ESTATE SEGMENTS; COMPETITION AND PRICING PRESSURES; FAILURE TO EFFECTIVELY INTEGRATE OR OPERATE RECENTLY ACQUIRED COMPANIES AND ASSETS; FAILURE TO RENEW OR REFINANCE EXISTING FINANCIAL LIABILITIES AND OBLIGATIONS OR ATTAIN NEW OUTSIDE FINANCING; FAILURE OF ON-MOUNTAIN IMPROVEMENTS AND OTHER CAPITAL EXPENDITURES TO GENERATE INCREMENTAL REVENUE; ADVERSE WEATHER CONDITIONS REGIONALLY AND NATIONALLY; SEASONAL BUSINESS ACTIVITY; CHANGES TO FEDERAL, STATE AND LOCAL LAND USE REGULATIONS; CHANGES TO FEDERAL, STATE AND LOCAL REGULATIONS AFFECTING BOTH AMERICAN SKIING COMPANY'S RESORT OPERATING AND REAL ESTATE SEGMENTS; LITIGATION INVOLVING ANTI-TRUST, CONSUMER AND OTHER ISSUES; FAILURE TO RENEW LAND LEASES - more - American Skiing/MeriStar Hotels & Resorts Page 11 AND FOREST SERVICE PERMITS; DISRUPTIONS IN WATER SUPPLY THAT WOULD IMPACT SNOWMAKING OPERATIONS AND IMPACT OPERATIONS; THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS OR KEY OPERATING PERSONNEL; CONTROL OF AMERICAN SKIING COMPANY BY PRINCIPAL STOCKHOLDERS; FAILURE TO HIRE AND RETAIN QUALIFIED EMPLOYEES AND OTHER FACTORS LISTED FROM TIME-TO-TIME IN AMERICAN SKIING COMPANY'S DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES EXCHANGE COMMISSION. 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, WE DO NOT HAVE ANY OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. EX-99.2 3 0003.txt EXHIBIT 99.2 EXHIBIT 99.2 Thank you, __________________, good afternoon everyone and welcome to the American Skiing Company/MeriStar Hotels & Resorts merger announcement conference call. Earlier today, the companies issued a joint press release announcing that they had signed an agreement to merge. If for any reason you did not receive a copy of the press release, you may obtain a copy at American Skiing's Investor Relations Web site at MeriStar's Web site or you may call my office at (703) 435-6293, and we will be happy to fax or e-mail you one immediately. The format for today's call will begin with remarks by Les Otten, Chairman and founder of American Skiing, Paul Whetsell, chairman of MeriStar Hotels & Resorts and John Emery, MeriStar's chief investment officer. Following the remarks, the call will be opened to questions. We will divide the questions into two sections, the first will be for shareholders and members of the financial community. Following those questions, we will ask for questions from the media. If you have a question that is not answered or if you have additional information needs, please call my office at (703) 435-6293, and we'll be happy to provide with the appropriate information. Today's conference call is being transmitted live via telephone and by webcast over American Skiing's Web site, MeriStar's Web site, and on A replay of the webcast will be available on both companies' Web sites latter today. ADDITIONALLY, A RECORDING OF THIS CALL WILL BE AVAILABLE VIA TELEPHONE, BEGINNING AT 3 P.M. TODAY UNTIL 5 P.M. EASTERN TIME ON DECEMBER 14. TO HEAR THE RECORDING, PLEASE DIAL 800-525-5288. THE PASS CODE IS 880379. BEFORE WE BEGIN, I'D LIKE TO REMIND YOU THAT, IN KEEPING WITH THE SEC'S "SAFE HARBOR" GUIDELINES, CERTAIN STATEMENTS MIGHT BE MADE TODAY DURING TODAY'S CONFERENCE ABOUT AMERICAN SKIING COMPANY MAY CONTAIN FORWARD-LOOKING STATEMENTS. THESE 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. IN ADDITION TO FACTORS DISCUSSED ABOVE, OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCES OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE PROJECTED INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: CHANGES IN REGIONAL AND NATIONAL BUSINESS AND ECONOMIC CONDITIONS AFFECTING BOTH AMERICAN SKIING COMPANY'S RESORT OPERATING AND REAL ESTATE SEGMENTS; COMPETITION AND PRICING PRESSURES; FAILURE TO EFFECTIVELY INTEGRATE OR OPERATE RECENTLY ACQUIRED COMPANIES AND ASSETS; FAILURE TO RENEW OR REFINANCE EXISTING FINANCIAL LIABILITIES AND OBLIGATIONS OR ATTAIN NEW OUTSIDE FINANCING; FAILURE OF ON-MOUNTAIN IMPROVEMENTS AND OTHER CAPITAL EXPENDITURES TO GENERATE INCREMENTAL REVENUE; ADVERSE WEATHER CONDITIONS REGIONALLY AND NATIONALLY; SEASONAL BUSINESS ACTIVITY; CHANGES TO FEDERAL, STATE AND LOCAL LAND USE REGULATIONS; CHANGES TO FEDERAL, STATE AND LOCAL REGULATIONS AFFECTING BOTH AMERICAN SKIING COMPANY'S RESORT OPERATING AND REAL ESTATE SEGMENTS; LITIGATION INVOLVING ANTI-TRUST, CONSUMER AND OTHER ISSUES; FAILURE TO RENEW LAND LEASES AND FOREST SERVICE PERMITS; DISRUPTIONS IN WATER SUPPLY THAT WOULD IMPACT SNOWMAKING OPERATIONS AND IMPACT OPERATIONS; THE LOSS OF ANY OF OUR EXECUTIVE OFFICERS OR KEY OPERATING PERSONNEL; CONTROL OF AMERICAN SKIING COMPANY BY PRINCIPAL STOCKHOLDERS; FAILURE TO HIRE AND RETAIN QUALIFIED EMPLOYEES AND OTHER FACTORS LISTED FROM TIME-TO-TIME IN AMERICAN SKIING COMPANY'S DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES EXCHANGE COMMISSION. 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 ANY OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES. OTHER STATEMENT MADE TODAY MAN BE CONSIDERED FORWARD LOOKING FOR MERISTAR HOTELS & RESORTS, INCLUDING THOSE STATEMENTS REGARDING FUTURE OPERATING RESULTS AND THE TIMING AND COMPOSITION OF REVENUES, AMONG OTHERS. EXCEPT FOR HISTORICAL INFORMATION, THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: THE ABILITY OF THE COMPANY TO SUCCESSFULLY IMPLEMENT ITS ACQUISITION STRATEGY AND OPERATING STRATEGY; THE COMPANY'S ABILITY TO MANAGE RAPID EXPANSION; CHANGES IN ECONOMIC CYCLES; COMPETITION FROM OTHER HOSPITALITY COMPANIES; AND CHANGES IN THE LAWS AND GOVERNMENT REGULATIONS APPLICABLE TO THE COMPANY. I REFER YOU TO THE COMPANY'S PROSPECTUS AND OTHER DOCUMENTS ON FILE WITH SEC THAT OUTLINE THESE AND OTHER RISKS IN GREATER DETAIL FOR FURTHER CLARIFICATION. NOW, TO PROVIDE THE INFORMATION ABOUT THE MERGER AGREEMENT, I'D LIKE TO INTRODUCE LES OTTEN, CHAIRMAN OF AMERICAN SKIING, PAUL WHETSELL, MERISTAR HOTELS & RESORTS CHAIRMAN AND CEO, AND JOHN EMERY, CHIEF INFORMATION OFFICER. NOW LET ME TURN THE SESSION OVER TO ______________________. EX-99.3 4 0004.txt EXHIBIT 99.3 EXHIBIT 99.3 Doral Announcement Script for LBO Les: Thank you Paul and good afternoon everyone. The merger between MeriStar Resorts & Hotels and American Skiing Company and the formation of Doral International is an incredible combination for us. Not only does this transaction accelerate the realization of opportunities for the two respective entities, but it also creates entirely new channels for growth. This allows us to deliver shareholder value faster and with greater surety than we could separately with our existing business. I'd like to start by briefly discussing how this merger creates value for American Skiing Company customers and shareholders and how Doral International will be able to leverage it's internationally recognized brands into the premier leisure and hospitality company worldwide. We believe this merger is strategic to American Skiing Company for several reasons: First, Doral International combines American Skiing Company's 9 premium resorts and extensive real estate development potential with the stable, year-round revenues of MeriStar's hotel and resort management business. This significantly reduces the volatility of our financial performance due to the weather, results in more stable and predictable cash flow stream, and diminishes the seasonality of our earnings. Over the years, American Skiing Company has demonstrated that it is the most progressive player in the alpine resort industry. Our real estate business has over $1.5 billion in project development opportunities in the pipeline at The Canyons alone. And with the improved access to capital and complementary relationship with MeriStar Hospitality (the REIT), we are optimistic about the growth prospects in both our resort and real estate divisions going forward. Secondly, this combination results in a wider selection of year-round leisure offerings for our over 5 million annual visitors. Additionally we will gain access to the 18 million additional customers that visit the MeriStar properties each year. This will allow us to significantly broaden our marketing exposure and effectively compete year round in the $2.8 trillion leisure market. Next, this transaction reduces our dependence on debt creating a more stable financial foundation for American Skiing Company. As a company, we have made highly targeted on-mountain investments over the last several years. With the last two ski seasons being the worst in recent memory, we have not realized our desired return on these investments. Consequently, as we have grown the Company over this time period, leverage has become an issue. With a strong early start to this ski season, we are finally teed up to capitalize on these strategic investments. From the build out of Canyons and the introduction of the Heavenly gondola -- to increased snowmaking across the entire network, highlighted by a 30% expansion at Killington, we are set to naturally de-lever the business through harvested returns on our investments and improved operating performance. The merger and formation of Doral International will serve to accelerate that process. Additionally, the restructuring of both series of preferred stock, the expansion of the senior credit facility, and the improved terms of our real estate facility, will result in meaningful interest savings and a more secure over all capital structure. From a management and organizational standpoint, MeriStars's hotel management capabilities are an ideal complement to those of our resort operating staff, who are among the most experienced in the ski industry. Efficiencies are immediately recognizable as we eliminate overhead redundancies, centralize processes, and benefit from the increased purchasing power available to Doral. We would also anticipate greater accessibility to human resources as the combined companies can now tap into a much larger pool of management and operating personnel both internally and externally. All in all, the combination of American Skiing and MeriStar assets results in a much stronger engine for growth and value creation than either company has on a stand-alone basis. This is a powerhouse combination that will not only give us a dominant presence in the U.S. leisure and hospitality market, but also enhance our ability to serve our guests and employees by providing the financial strength and management depth to accelerate our growth opportunities internationally. Now, I would like to turn it over to John Emery for the Doral International Presentation. John? EX-99.4 5 0005.txt EXHIBIT 99.4 EXHIBIT 99.4 Slide 1: Doral International Formed through the merger of Meristar [Photo of MeriStar property] American Skiing Company [Photo of Skier] Slide 2: Doral International o Doral is an international leisure and hospitality company. o The company operates, owns, and develops Doral branded upscale mountain and beach resorts, vacation villages, and conference centers. o Doral is North America's largest independent operator of hotels and a leading provider of international corporate housing under the BridgeStreet Accommodations brand. Slide 3: Doral International Defining Characteristics o Dominant Leisure and Conference Center Brand o Exceptional Growth Platform with Stability and Liquidity o Upscale Customer Base with more than 23M Visits o Expanded Market Capitalization, Operating Infrastructure, Consumer Visibility and Cost Leverage [Photo of Skier] [Photo of MeriStar property] Slide 4 Doral International o Doral International o Doral Leisure o Resorts o Conference Centers o Golf o BridgeStreet Accommodations o Hotel Management o Real Estate o Doral Owners Club o Development and Sales [Departmental Structure Chart] 2 Slide 5: Doral International Transaction Overview o Combines American Skiing and MeriStar Hotels & Resorts o Tax-Free, Stock-for-Stock Merger o Exchange Ratio: 1.88 Shares SKI for each MMH Share o Closing Expected by February 28, 2001 o Doral Will Have 190M Diluted Shares, $50M Preferred Equity, $405M Resort Debt, $535M Total Debt Slide 6: Doral International Pro Forma Operating and Market Statistics (pro forma adjustments include merger transaction and conversion of MeriStar leases to management contracts) o FY2001 Annual Revenue > $600M o Expected Pro Forma FY 2001 EBITDA > $100M o Total Resort Debt to Pro Forma Bank EBITDA 4.5x o Equity Market Cap > $500M o More than 23M Customer Visits [Photo of Skier] Slide 7: Doral International Business Overview o Doral Leisure - Mountain and Beach Resorts, Conference Centers, Skiing, Golf, Spas o Hotel Management - Upscale Corporate and Leisure Hotels o BridgeStreet Accommodations - International Corporate Housing o Real Estate - Sales, Vacation Villages, Doral Owners Club [Photo of MeriStar Property] [Photo of Skier] [Photo of MeriStar Property] Slide 8: Doral International Doral Leisure o 12 Destination Resort Properties o 9 Mountain/Ski Resorts o 3 Beach/Sun Resorts o 11 Upscale Resort Properties 3 o 4 Conference Centers o 3 Doral Branded o 1 Independent o 15 Golf Courses [Photo of American Skiing Property] [Photo of MeriStar Property] Slide 9: Doral International Destination Resorts & Conference Centers [Map of Continental United States showing locations of Doral resorts and conference centers] Slide 10: Doral International Doral Conference Centers o Doral Forrestal - Princeton, N.J. o Doral Branded Conference Centers Under Development o Safety Harbor - Tampa, Fla. o Nordic Hills - Chicago, Ill. o One Independent, Nathan Hale University of Connecticut [Photo of Doral Forrestal & Conference Center] Slide 11: Doral International Hotel Management o Largest Independent Hotel Operator in North America o More than 240 Hotels in North America o More than50,000 Rooms o More than 30,000 Employees o Flagstone Hospitality Transaction Closes January 1, 2001 [Photo of Westin Oklahoma City] Slide 12: Doral International BridgeStreet Accommodations o A Leading Provider of Upscale Corporate Apartments in North America and Europe o More than 3,300 Units in North America o More than 700 Units in Europe o Flexible Inventory Minimizes Risk [Photo of BridgeStreet property] [Photo of BridgeStreet property] [Photo of BridgeStreet property] 4 Slide 13: Doral International Doral Real Estate o $175M Existing Fractional Real Estate Inventory o More than 14,000 Units Available for Future Development o More than 10,000 Acres for Resort Expansion o Doral Owners Club [Photo of American Skiing Property] [Sketch of American Skiing Property] Slide 14: Doral International FY2001 Proforma EBITDA Contribution o Doral Leisure 56% o Hotel Management 24% o BridgeStreet Accommodations 8% o Real Estate 12% [Pie Chart] Slide 15: Doral International Leisure & Lodging Market o Baby Boomers Are Skiing Longer and Are the Major Purchasers of Vacation Property o Echo Boomers are Gaining Affluence and Have a Greater Focus on Leisure and Fitness o Snowboarding Continues to Grow in Popularity, Resulting in Increased Youth Participation in Alpine Sports o 55+ Expected to Increase 62% to 96M and 18-34 to Grow 13% to 72M by 2020 [Age vs. U.S. Population Bar Graph] Slide 16: Doral International Combined Customer Base Business Products o Hotels o Conference Centers o Corporate Housing Leisure Products o Skiing 5 o Golf o Spas o Beach o Retail o Real Estate [Venn Diagram showing overlaps in the customer base] Slide 17 Doral International Growth Plan Doral Leisure o Focus on Year-Round Resort Growth o Resort Activities o Skiing o Golf o Outdoor Adventure o Conferences/Meetings o Conference Centers Will Leverage off Expanded Customer Base [Photo of Skier] Slide 18: Doral International Hotel Management o Joint Ventures o Sliver Investments o Paper-Clip with MHX Provides Consistent Cash Flow without Weather Dependence BridgeStreet Accommodations o Europe o North America [Photo of Westin Oklahoma] [Photo of London] Slide 19 Doral International Growth Plan Real Estate o Accelerate Sale of Existing Inventory o Pre-Sell Projects and Reduce Risk o Sell Complementary Project Sites o Pursue Joint Ventures [Photo of American Skiing Property] [Photo of American Skiing Property] 6 Slide 20 Doral International Upside to Current Business Plan Doral Leisure Incremental EBITDA potential o 1% [upward arrow] in number of skier visits $2.5M o $1 [upward arrow] in revenue per skier visit $3M o Each additional Doral resort or conference center management contract $.5-1M Hotel Management Incremental EBITDA potential o 1% [upward arrow] in hotel operating margins $2.5M o 1% [upward arrow] in hotel revenue $.5M Slide 21 Doral International Upside to Current Business Plan BridgeStreet Incremental EBITDA potential o 1% [upward arrow] in operating margins $1.5M o 1% [upward arrow] in average daily occupancy $1M o 1% [upward arrow] in average daily rate $1M Incremental Cash Flow from Capital Structure o 1% decrease in average cost of debt $5M o 1% decrease in cost of preferred equity $.5M Slide 22: Doral International Benefits of Transaction o Brand Identity o Focus on Leisure Industry o Creation of Year-Round Destinations o Improved Seasonal Cash Flow Balance with Less Weather Risk o Strong Prospects for Internal Growth o Employee Growth Potential Customer and Investor Visibility o Capitalized to Support Growth [Photo of Skier] [Photo of MeriStar Property] Slide 23: Doral International Benefits of Transaction o Improved Cash Flow Predictability o Takes Advantage of Demographics 7 o Doral Owners Club o Improved Liquidity in Capital Markets o Economies of Scale o Cost Reductions [Photo of American Skiing Property] [Photo of MeriStar Property] Slide 24: Doral International Prudent Capital Structure With Upside o Total Resort Debt to EBITDA 4.5x o Revolver Availability $40M o Blended Maturities o Average Cost of Resort Debt 12% o Average Cost of Real Estate Debt 16% o Potential Benefit of Improving Debt Costs $10-15M [Debt Bar Graph] Slide 25: Doral International Improved Growth Through o Proprietary Brands o Consolidated Customer Base o Creation of Year-Round Resorts o Stability and Consistency o Favorable Demographics o Size o Liquidity o Asset Quality o Experienced Management [Photo of American Skiing Property] [Photo of MeriStar Property] Slide 26: Doral International American Skiing intends to file a Registration Statement on Form S-4 with respect to its common stock that will be issued to MeriStar stockholders in the merger. The registration statement will contain a joint proxy statement and prospectus. MeriStar and American Skiing intend to mail to their stockholders the joint proxy statement and prospectus, which will contain important information regarding MeriStar, American Skiing and the merger, so all investors and stockholders should read the joint proxy statement and prospectus carefully once it is available, along with the other documents the parties will file with the SEC. 8 The merger agreement and other transaction documents can be found attached to the Current Reports on Form 8-K filed by MeriStar and American Skiing on December 11, 2000. Slide 27: Doral International The list of persons participating in the solicitation of MeriStar stockholders can be found in a statement on Schedule 14A filed with the SEC by MeriStar. The list of persons participating in the solicitation of American Skiing stockholders can be found in a statement on Schedule 14A filed with the SEC by American Skiing. Investors are encouraged to read the proxy statements and annual, quarterly, current and other reports of both companies, all of which are filed with the SEC. Copies of all documents filed with the SEC may be requested from the companies, retrieved from the SEC's website, www.sec.gov, or reviewed at the SEC's public reference room at 450 Fifth Street, N.W., Washington, -----END PRIVACY-ENHANCED MESSAGE-----