-----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, INIRia+7ShdxYYtmQunszc0SjwpNE4b48i3ZHDsYGy7FlAjAENbyoPgF+iwKmGes Sa51D7qqQj4vuR4fzIkQfA== 0000950138-06-000360.txt : 20060421 0000950138-06-000360.hdr.sgml : 20060421 20060421120350 ACCESSION NUMBER: 0000950138-06-000360 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060419 FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VAIL RESORTS INC CENTRAL INDEX KEY: 0000812011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 510291762 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 137 BENCHMARK ROAD STREET 2: C/O ANACONDA TOWER CITY: AVON STATE: CO ZIP: 81620 BUSINESS PHONE: 9708452950 MAIL ADDRESS: STREET 1: 137 BENCHMARK ROAD CITY: AVON STATE: CO ZIP: 81620 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RH FINANCIAL CORP CENTRAL INDEX KEY: 0001342931 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09614 FILM NUMBER: 06771732 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-877-7000 MAIL ADDRESS: STREET 1: 800 MARKET STREET CITY: ST LOUIS STATE: MO ZIP: 63101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09614 FILM NUMBER: 06771733 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER NAME: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 4 1 form4_042006ex.xml X0202 4 2006-04-19 0 0000812011 VAIL RESORTS INC MTN 0001029506 RALCORP HOLDINGS INC /MO 800 MARKET STREET SUITE 2900 ST LOUIS MO 63101 0 0 1 0 0001342931 RH FINANCIAL CORP 800 MARKET STREET ST LOUIS MO 63101 0 0 1 0 Forward Sale Contract (obligation to sell) 2006-04-19 4 J 0 985050 A Common Stock 985050 985050 I See Footnote 7 Forward Sale Contract (obligation to sell) 2006-04-19 4 J 0 985050 A Common Stock 985050 985050 I See Footnote 7 On March 22, 2006, RH Financial Corporation entered into a variable forward sale contract with an unrelated third party (the "Counterparty") with respect to a maximum of 1,970,100 shares of Vail common stock. The contract contemplates two specific transactions concerning tranches of shares of common stock (tranche A, which relates to 985,050 shares of Vail common stock, and tranche B, which relates to 985,050 shares of Vail common stock). On April 19, 2006, the Counterparty completed the sale of 1,970,100 shares of common stock in the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per share price of $38.3400 which established the floor price (the "Floor Price") under the contract. In consideration of the contract, the counterparty paid RH Financial Corporation $60,011,472.22. The Floor Price and the Cap Prices (as defined below) are subject to adjustment for stock splits, reverse stock splits, spinoffs, mergers and similar events affecting the Vail Common Stock, depending on the nature of the transaction. Under the contract, in lieu of delivery of shares on either the Tranche A Settlement Date (as defined below) or the Tranche B Settlement Date (as defined below), RH Financial Corporation may, at its option, settle the contract by delivery of cash. In connection with the contract, RH Financial Corporation has pledged 1,970,100 shares of common stock to secure its obligations under the contract. With respect to tranche A, RH Financial Corporation has agreed to deliver a number of shares of common stock on the third business day (the "Tranche A Settlement Date") after November 16, 2011 (the "Tranche A Maturity Date"), subject to early termination of the contract under certain circumstances, determined in accordance with the following formula: (i) if the price of Vail common stock is less than the Floor Price on the Tranche A Maturity Date - 985,050 shares; (ii) if the price of Vail common stock is equal to or greater than the Floor Price but less than or equal to $55.4013 (the "Tranche A Cap Price") - a number of shares of common stock equal to the product of 985,050 shares multiplied by the quotient of the Floor Price divided by the stock price on the Tranche A Maturity Date; or (iii) if the price of Vail common stock is greater than the Tranche A Cap Price - a number of shares equal to 985,050 shares multiplied by 1 minus the quotient of (the excess of the Tranche A Cap Price over the Floor Price) divided by the stock price on the Tranche A Maturity Date. With respect to tranche B, RH Financial Corporation has agreed to deliver a number of shares of common stock on the third business day (the "Tranche B Settlement Date") after November 18, 2009 (the "Tranche B Maturity Date"), subject to early termination of the contract under certain circumstances, determined in accordance with the following formula: (i) if the price of Vail common stock is less than the Floor Price on the Tranche B Maturity Date - 985,050 shares; (ii) if the price of Vail common stock is equal to or greater than the Floor Price but less than or equal to $48.2317 (the "Tranche B Cap Price" and, together with the Tranche A Cap Price, the "Cap Prices")) - a number of shares of common stock equal to the product of 985,050 shares multiplied by the quotient of the Floor Price divided by the stock price on the Tranche B Maturity Date; or (iii) if the price of Vail common stock is greater than the Tranche B Cap Price - a number of shares equal to 985,050 shares multiplied by 1 minus the quotient of (the excess of the Tranche B Cap Price over the Floor Price) divided by the stock price on the Tranche B Maturity Date. The derivative securities are owned directly by RH Financial Corporation, a Nevada corporation and wholly-owned subsidiary of the Reporting Person. The Reporting Person is an indirect beneficial owner of the reported derivative securities. Exhibit 99 attached. /s/ Charles G. Huber, Jr., Secretary 2006-04-21 EX-99 2 exh99.htm JOINT FILER INFO

Exhibit 99

 

Form 4 Joint Filer Information

 

Name:

RH Financial Corporation

Address:

800 Market Street, Suite 2900, St. Louis, Missouri 63101

Designated Filer:

Ralcorp Holdings, Inc.

Issuer & Ticker Symbol:

Vail Resorts, Inc. (MTN)

Date of Event Requiring Statement:

04/19/06

 

 

Signature

By:         /s/ Charles G. Huber Jr.                    
  Charles G. Huber, Jr., Secretary

 

 

 

 

 

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