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 8, 2000
AMERICAN SKIING COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 1-13507 04-3373730
(State or other (Commission (1.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 450, Bethel, Maine 04217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (207) 824-8100
Former name or former address, if changed since last report: Not Applicable
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Item 2. Other Events.
See Press Release attached as Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
American Skiing Company and MeriStar will file a proxy
statement/prospectus and other relevant documents concerning the proposed merger
transaction with the SEC within 60 days of the date hereof.
(b) Pro forma financial information.
American Skiing Company and MeriStar will file a proxy
statement/prospectus and other relevant documents concerning the proposed merger
transaction with the SEC within 60 days of the date hereof.
(c) Exhibits.
2.1. Agreement and Plan of Merger dated as of December
8, 2000 between American Skiing Company, MeriStar
Hotels and Resorts, Inc. and a wholly-owned
subsidiary formed by American Skiing Company for
purposes of the merger.
10.1 Voting and Recapitalization Agreement dated as of
December 8, 2000 among MeriStar Hotels and
Resorts, Inc., American Skiing Company, Oak Hill
Capital Partners, L.P., Oak Hill Capital Management
Partners, L.P., Oak Hill Securities Fund, L.P., Oak
Hill Securities Fund II, L.P. Oak Hill Ski, L.P.,
Madeleine LLC, CEO and Albert Otten Trust f/b/o
Mildred Otten.
10.2 Voting Agreement dated as of December 8, 2000
among MeriStar Hotels and Resorts, Inc., American
Skiing Company, Oak Hill Capital Partners, L.P., Oak
Hill Management Partners, L.P., F.W. Hospitality,
L.P., Arbor Reit, L.P., and MHX Investors, L.P..
99.1. Press Release issued by the Registrant on December
11, 2000.
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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 hereunto duly authorized.
AMERICAN SKIING COMPANY
Date: December 11, 2000 /s/ Mark J. Miller
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Name: Mark J. Miller
Title: Senior Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: December 11, 2000 /s/ Christopher E. Howard
------------------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
(Duly Authorized Officer)
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EXHIBIT INDEX
Exhibit
No. Description
2.1 Agreement and Plan of Merger dated as of
December 8, 2000 between American Skiing Company,
MeriStar Hotels and Resorts, Inc. and a wholly-owned
subsidiary formed by American Skiing Company for
purposes of the merger.
10.1 Voting and Recapitalization Agreement dated as of
December 8, 2000 among MeriStar Hotels and
Resorts, Inc., American Skiing Company, Oak Hill
Capital Partners, L.P., Oak Hill Capital Management
Partners, L.P., Oak Hill Securities Fund, L.P., Oak
Hill Securities Fund II, L.P. Oak Hill Ski, L.P.,
Madeleine LLC, CEO and Albert Otten Trust f/b/o
Mildred Otten.
10.2 Voting Agreement dated as of December 8, 2000
among MeriStar Hotels and Resorts, Inc., American
Skiing Company, Oak Hill Capital Partners, L.P., Oak
Hill Management Partners, L.P., F.W. Hospitality,
L.P., Arbor Reit, L.P., and MHX Investors, L.P..
99.1. Press Release issued by the Registrant on
December 11, 2000.
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