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
AMERICAN SKIING COMPANY
(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 the Form 8-K dated December 11, 2000.
Other written soliciting materials used are also attached to this filing as
exhibits.
American Skiing Company ("American Skiing") will be, and certain other
persons named below may be, soliciting proxies from American Skiing's
stockholders in favor of the transaction. Some of the directors and executive
officers of American Skiing and some of the directors and executive officers of
Meristar Hotels and Resorts, Inc., a Delaware corporation ("Meristar"), may be
deemed to be participants in American Skiing's solicitation of proxies.
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The participants in the solicitation include the following current and
prospective directors and officers of American Skiing:
<TABLE>
Name Title
--------------------------------------------------------------------------------
<S> <C>
David B. Hawkes (1) Director
Paul Wachter (2) Director
Paul W. Whetsell Director
Robert J. Branson Director Nominee
Gordon M. Gillies (1) Director
Leslie B. Otten (2) Director, Chairman and Chief Executive Officer
Christopher E. Howard Director, Executive Vice President and Secretary
Bradford E. Bernstein (1) (2) Director
J. Taylor Crandall Director
Steven E. Gruber Director
William S. Janes Director
Alexandra C. Hess Director Nominee
Mark J. Miller Senior Vice President and Chief Financial Officer
G. Christopher Brink Senior Vice President, Marketing
William J. Fair Chief Operating Officer, President-Resort Operations
Hernan R. Martinez Senior Vice President and Chief Operating Officer,
American Skiing Company Resort Properties, Inc.
Allen Wilson President and Managing Director, Killington Resort
Blaise Carrig President and Managing Director, The Canyons Resort
Daniel Duquette Director
Christopher Livak Vice President, Finance
Foster Stewart Vice President and General Counsel
------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
</TABLE>
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 American Skiing's stockholders generally:
o In connection with the merger, some of American Skiing's senior management
will become senior management of Doral International, Inc. ("Doral"), the
publicly-traded company that will result from the merger. Mr. Leslie Otten
will become the Chairman of Doral, and Mr. William J. ("B.J.") Fair will
lead the Doral leisure division.
o Paul Whetsell is also a member of the board of directors of Meristar but
has recused himself from all deliberations of American Skiing's board of
directors relating to the merger and is not a member of American Skiing's
Special Committee.
o None of the directors or officers of American Skiing holds more than 1.0%
of the outstanding common stock of American Skiing except for Messrs. Otten
(9.31%) and Howard (1.63%). In addition, Mr. Otten owns 100% of the Class A
common stock (14,760,530). The directors and executive officers of American
Skiing beneficially own approximately 73.45% of the total outstanding
shares of voting stock (common stock together with Class A common stock).
All percentages are as of November 9, 2000.
o Robert J. Branson, Bradford E. Bernstein, J. Taylor Crandall, Steven E.
Gruber, William S. Janes and Alexandra C. Hess are directors nominated by
Oak Hill Capital Partners, L.P. and its affiliates (collectively "Oak
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Hill") and Oak Hill is the largest stockholder of each of American Skiing
and Meristar. Oak Hill will own more than 45% of Doral after the merger.
In addition, some of Meristar'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
Meristar's statement on Schedule 14A.
Exhibits:
Exhibit Number Description
99.1 Press Release, dated December 11, 2000 (incorporated by reference
to the Rule 425 filing made by American Skiing on December 11,
2000)
99.2 Script used by Mr. Leslie Otten during the conference call
announcing the transaction on December 11, 2000 (incorporated by
reference to the Rule 425 filing made by American Skiing on
December 11, 2000)
99.3 Slide presentation to be used beginning on December 12, 2000
(incorporated by reference to Exhibit 99.4 to the Statement on
Schedule 14A of Meristar filed on December 11, 2000)
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