SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
American Skiing Company
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
029654308
(Cusip Number)
David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The total number of shares of common stock, par value $.01 per share (the
"Common Stock"), of American Skiing Company, a Delaware corporation (the
"Issuer") reported herein is 31,686,445, which would constitute approximately
51% of the 62,155,608 shares of Common Stock that would be outstanding if all of
the shares of Series B Preferred (as defined below) were converted. All
ownership percentages set forth herein are based on there being 30,469,163
shares of Common Stock currently outstanding.
<PAGE>
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1. Name of Reporting Person:
Oak Hill Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
27,856,610 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 47.8%(2)
14. Type of Reporting Person: PN
------------------------
(1) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Issuer's 8.5% Series B Convertible Participating
Preferred Common Stock, par value $.01 per share (the "Series B
Preferred" or "Series B Preferred Stock") calculated using the
liquidation value as of October 31, 2000. On conversion, 27,434,124
shares of Common Stock will be owned directly by Oak Hill Capital
Partners, L.P., through its general partner, OHCP GenPar, L.P., through
OHCP GenPar, L.P.'s general partner, OHCP MGP, LLC. On conversion of the
Series B Preferred owned by OHCP Ski, L.P., Oak Hill Capital Partners,
L.P. will also beneficially own 422,486 shares of Common Stock owned
directly by OHCP Ski, L.P., as its general partner. As described herein,
Oak Hill Capital Partners, L.P. has also entered into a securities
purchase agreement pursuant to which, subject to the receipt of a third
party consent, it will be issued a warrant to purchase an additional
6,000,000 shares of Common Stock.
(2) Assumes that there are 58,325,773 shares of Common Stock outstanding.
Percentage would be 52.6% if the warrant described in footnote (1) is
issued.
<PAGE>
1. Name of Reporting Person:
Oak Hill Capital Management Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
703,439(3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.3%(4)
14. Type of Reporting Person: PN
------------------------
(3) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Series B Preferred calculated using the
liquidation value as of October 31, 2000. On conversion, 703,439 shares
of Common Stock will be owned directly by Oak Hill Capital Management
Partners, L.P., through its general partner, OHCP GenPar, L.P., through
OHCP GenPar, L.P.'s general partner, OHCP MGP, LLC.
(4) Assumes that there are 31,172,602 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
OHCP GenPar, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
28,560,049(5)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 48.4%(6)
14. Type of Reporting Person: PN
------------------------
(5) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Issuer's Series B Preferred. On conversion, OHCP
GenPar, L.P. will beneficially own the following shares of Common Stock:
(i) 27,434,124 shares of Common Stock of Oak Hill Capital Partners, L.P.
in its capacity as general partner; (ii) 703,439 shares of Common Stock
of Oak Hill Capital Management Partners, L.P. in its capacity as general
partner and (iii) 422,486 shares of Common Stock of OHCP Ski, L.P., in
its capacity as general partner of Oak Hill Capital Partners, L.P.,
which is the general partner of OHCP Ski, L.P. OHCP GenPar, L.P.'s power
is exercised through its general partner, OHCP MGP, LLC.
(6) Assumes that there are 59,029,212 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
OHCP MGP, LLC
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
28,560,049(7)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 48.4%(8)
14. Type of Reporting Person: CO
------------------------
(7) See footnote (5) to page relating to OHCP GenPar, L.P.
(8) Assumes that there are 59,029,212 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(9)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(10)
14. Type of Reporting Person: PN
------------------------
(9) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Issuer's Series B Preferred calculated using the
liquidation value as of October 31, 2000. On conversion, 1,563,198
shares of Common Stock will be owned directly by Oak Hill Securities
Fund, L.P., through its general partner, Oak Hill Securities GenPar,
L.P., through Oak Hill Securities GenPar, L.P.'s general partner, Oak
Hill Securities MGP, Inc.
(10) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities GenPar, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(11)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(12)
14. Type of Reporting Person: PN
------------------------
(11) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Issuer's Series B Preferred. Power is exercised
in its capacity as general partner to Oak Hill Securities Fund, L.P. and
through its general partner, Oak Hill Securities MGP, Inc. See also
footnote (9) to page relating to Oak Hill Securities Fund, L.P.
(12) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities MGP, Inc.
2. Check the Appropriate Box if a Member of a Group:
(c) / /
(d) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(13)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(14)
14. Type of Reporting Person: CO
------------------------
(13) See footnote (5) to page relating to OHCP GenPar, L.P.
(14) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities Fund II, L.P.
2. Check the Appropriate Box if a Member of a Group:
(e) / /
(f) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(15)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(16)
14. Type of Reporting Person: PN
------------------------
(15) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Issuer's Series B Preferred calculated using the
liquidation value as of October 31, 2000. On conversion, 1,563,198
shares of Common Stock will be owned directly by Oak Hill Securities
Fund II, L.P., through its general partner, Oak Hill Securities GenPar
II, L.P., through Oak Hill Securities GenPar II, L.P.'s general partner,
Oak Hill Securities MGP II, Inc.
(16) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities GenPar II, L.P.
2. Check the Appropriate Box if a Member of a Group:
(g) / /
(h) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(17)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(18)
14. Type of Reporting Person: PN
------------------------
(17) Power is exercised in its capacity as general partner to Oak Hill
Securities Fund II, L.P. and through its general partner, Oak Hill
Securities MGP II, Inc. See also footnote (15) to page relating to Oak
Hill Securities Fund II, L.P.
(18) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
Oak Hill Securities MGP II, Inc.
2. Check the Appropriate Box if a Member of a Group:
(i) / /
(j) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,563,198(19)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.88%(20)
14. Type of Reporting Person: CO
------------------------
(19) See footnote (17) to page relating to Oak Hill Securities GenPar II,
L.P.
(20) Assumes that there are 32,032,361 shares of Common Stock outstanding.
<PAGE>
1. Name of Reporting Person:
OHCP Ski, L.P.
2. Check the Appropriate Box if a Member of a Group:
(k) / /
(l) / X /
3. SEC Use Only
4. Source of Funds: OO
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 0
Owned By
Each
Reporting
Person 9. Sole Dispositive Power: 0
With
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
422,486(21)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 1.37%(22)
14. Type of Reporting Person: CO
------------------------
(21) Represents the shares of Common Stock that will be beneficially owned
upon conversion of the Series B Preferred calculated using the
liquidation value as of October 31, 2000. On conversion, OHCP Ski, L.P.
will directly own 422,486 shares of Common Stock. Oak Hill Capital
Partners, L.P. will also beneficially own 422,486 shares of Common Stock
owned directly by OHCP Ski, L.P., as its general partner.
(22) Assumes that there are 30,891,649 shares of Common Stock outstanding.
<PAGE>
The Reporting Persons (as defined below) hereby amend the report on Schedule 13D
filed by the Reporting Persons on October 18, 1999 and Amendment No. 1 to the
Schedule 13D filed by the Reporting Persons on August 3, 2000 (the "Schedule
13D"), in respect of the Common Stock of the Issuer. Oak Hill Capital Partners,
L.P., a Delaware limited partnership ("OHCP"), Oak Hill Capital Management
Partners, L.P., a Delaware limited partnership, OHCP GenPar, L.P., a Delaware
limited partnership, OHCP MGP, LLC, a Delaware limited liability company, Oak
Hill Securities Fund, L.P., a Delaware limited partnership, Oak Hill Securities
GenPar, L.P., a Delaware limited partnership, Oak Hill Securities MGP, Inc., a
Delaware corporation, Oak Hill Securities Fund II, L.P., a Delaware limited
partnership, Oak Hill Securities GenPar II, L.P., a Delaware limited
partnership, Oak Hill Securities MGP II, Inc., a Delaware corporation, and OHCP
Ski L.P., a Delaware limited partnership, are sometimes hereinafter collectively
referred to as the "Reporting Persons." The Reporting Persons are making this
single, joint filing because they may be deemed to constitute a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.
Item 1. Security and Issuer.
Unchanged.
Item 2. Identity and Background.
Unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
Unchanged.
Item 4. Purpose of Transaction.
The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement")
dated December 8, 2000 by and among the Issuer, ASC Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Issuer ("ASC Merger Sub"), and
MeriStar Hotels & Resorts, Inc., a Delaware corporation ("MeriStar"), providing,
among other things, for the merger (the "Merger") of ASC Merger Sub with and
into MeriStar. Upon the Merger (if consummated) MeriStar will become a
wholly-owned subsidiary of the Issuer. In the Merger, among other things, each
outstanding share of MeriStar common stock and the associated right to purchase
shares of MeriStar's Series A junior participating preferred stock, will be
converted into the right to receive 1.88 shares of the Issuer's Common Stock. In
addition, a new Board of Directors of the Issuer will be elected, and the
Certificate of Incorporation and Bylaws of the Issuer will be amended and
restated. The Merger is subject to the approval of the Merger Agreement by (i)
the holders of a majority of the outstanding shares of MeriStar's outstanding
common stock (ii) the majority of the votes cast by holders of MeriStar's common
stock other than
<PAGE>
those cast by shareholders who are parties to the MeriStar Voting Agreement and
(iii) the holders of a majority of the outstanding shares of the Issuer's Common
Stock on an as-converted basis. In addition, an affirmative vote of the holders
of a majority of the Issuer's Series A Preferred Stock (as defined below),
voting as a single class, and holders of a majority of the Issuer's Series B
Preferred Stock, voting as a single class, must approve the recapitalization
contemplated by the Merger Agreement and the proposal to amend and restate the
Certificate of Incorporation and Bylaws of the Issuer. The Merger is subject to
the approvals described above, any required regulatory approvals, and the
satisfaction or waiver of certain other conditions as more fully described in
the Merger Agreement.
Pursuant to a Voting and Recapitalization Agreement (the "ASC Voting and
Recapitalization Agreement"), dated as of December 8, 2000, among the Issuer,
MeriStar and the principal stockholders of the Issuer, the principal
stockholders of the Issuer have agreed to vote all of the shares of the Issuer's
capital stock beneficially owned by them or subsequently acquired by them in
favor of the proposals necessary to approve the Merger and the Merger Agreement.
The ASC Voting and Recapitalization Agreement also deals with the
recapitalization of the Issuer (described below), which is to occur immediately
prior to the Merger. Pursuant to a Voting Agreement (the "MeriStar Voting
Agreement"), dated as of December 8, 2000, among the Issuer, MeriStar and the
principal stockholders of MeriStar, the principal stockholders of MeriStar have
agreed to vote their shares of MeriStar common stock in favor of the Merger and
the Merger Agreement. Both agreements contain restrictions on the ability of the
stockholders to transfer their stock.
As provided in the ASC Voting and Recapitalization Agreement, immediately prior
to the Merger (and as a condition to its consummation), the Issuer will undergo
a recapitalization (the "Recapitalization") whereby (1) Mr. Leslie Otten, the
Issuer's Chairman and Chief Executive Officer and the holder of all 14,760,530
shares of the Issuer's Class A common stock, will convert each share of his
Class A common stock into one share of Issuer Common Stock (2) the holders of
the Issuer's 10.5% Series A preferred stock ("Series A Preferred Stock") will
convert their shares of Series A Preferred Stock into (a) a number of shares of
a new Series of Issuer 14% preferred stock equal to the aggregate liquidation
preference for all the shares of Series A Preferred Stock plus accrued and
unpaid dividends on the Series A Preferred Stock determined as of the closing
date of the Merger and (b) a number of shares of Issuer Common Stock equal to
20.7% of the liquidation preference of the new 14% preferred stock divided by
$2.22 (3) the Reporting Persons will convert their shares of Series B Preferred
Stock into a total of 74,934,159 shares of Issuer Common Stock (4) an aggregate
principal amount of $13.0 million of loans from OHCP to Issuer's resort
development subsidiary, together with interest on that loan accrued through
October 31, 2000, will be repaid in the form of Issuer Common Stock at the rate
of $2.22 per share, resulting in the issuance of approximately 5,850,968 shares
of Issuer Common Stock.
The Merger Agreement provides that it is also a condition to MeriStar's
obligation to consummate the Merger that a warrant to purchase 6,000,000 shares
of Issuer Common Stock at an exercise price of $2.50 per share (the "Warrant"),
which was to be issued to OHCP under the securities purchase agreement among
OHCP, the Issuer and American Skiing Company Resort Properties, Inc., a Maine
corporation and wholly owned subsidiary of the Issuer ("ASCRP"), dated as of
July 31, 2000, as amended (the "Securities Purchase
<PAGE>
Agreement"), be issued. Pursuant to the Securities Purchase Agreement, the
Issuer agreed either to issue the Warrant to OHCP, subject to receipt of a
required waiver, or to issue to OHCP common stock in ASCRP, representing
approximately 15% of the voting interest in ASCRP. The purchase price for the
Warrant or such ASCRP stock, which has already been paid, was $2.0 million. Due
to the fact that the required waiver has not yet been received, the Warrant has
not yet been issued. The Securities Purchase Agreement has been amended in order
to postpone the date that the shares of ASCRP would be required to be issued in
lieu of the Warrant in order to provide more time to obtain the required waiver.
The parties to the Securities Purchase Agreement have further amended that
agreement to postpone the date of issuance of the Warrant to purchase Common
Stock of the Issuer, or the issuance of Common Stock of ASCRP, as applicable, in
order to reflect that the Merger Agreement contemplates issuance of the Warrant
immediately prior to the Merger.
Except as set forth in this Item 4, the Reporting Persons have no present plans
or proposals that relate to or that would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, (i) OHCP beneficially owns 27,856,610 shares of the
Common Stock or 47.8% of the issued and outstanding shares of the Common Stock;
(ii) Oak Hill Capital Management Partners, L.P. beneficially owns 703,439 shares
of the Common Stock or 2.3% of the issued and outstanding shares of the Common
Stock; (iii) OHCP GenPar, L.P. beneficially owns 28,560,049 shares of the Common
Stock or 48.4% of the issued and outstanding shares of the Common Stock; (iv)
OHCP MGP, LLC beneficially owns 28,560,049 shares of the Common Stock or 48.4%
of the issued and outstanding shares of the Common Stock; (v) Oak Hill
Securities Fund, L.P. beneficially owns 1,563,198 shares of the Common Stock or
4.88% of the issued and outstanding shares of the Common Stock; (vi) Oak Hill
Securities GenPar, L.P. beneficially owns 1,563,198 shares of the Common Stock
or 4.88% of the issued and outstanding shares of the Common Stock; (vii) Oak
Hill Securities MGP, Inc. beneficially owns 1,563,198 shares of the Common Stock
or 4.88% of the issued and outstanding shares of the Common Stock; (viii) Oak
Hill Securities Fund II, L.P. beneficially owns 1,563,198 shares of the Common
Stock or 4.88% of the issued and outstanding shares of the Common Stock; (ix)
Oak Hill Securities GenPar II, L.P. beneficially owns 1,563,198 shares of the
Common Stock or 4.88% of the issued and outstanding shares of the Common Stock;
(x) Oak Hill Securities MGP II, Inc. beneficially owns 1,563,198 shares of the
Common Stock or 4.88% of the issued and outstanding shares of the Common Stock
and (xi) OHCP Ski, L.P. beneficially owns 422,486 shares of the Common Stock or
1.37% of the issued and outstanding shares of the Common Stock.
OHCP currently owns 3,545,455 shares of common stock of MeriStar, Oak Hill
Capital Management Partners, L.P. currently owns 90,909 shares of common stock
of MeriStar, FW Hospitality, L.P. currently owns 764,067 shares of common stock
of MeriStar, Arbor REIT, L.P. currently owns 764,067 shares of common stock of
MeriStar and MHX Investors, L.P. currently owns 764,066 shares of common stock
of MeriStar. Upon consummation of the Merger, each share of MeriStar common
stock, together with the associated preferred stock purchase right, will be
converted into the right to receive 1.88 shares of Common Stock of the Issuer.
<PAGE>
Assuming the Recapitalization is consummated (which is subject to shareholder
approval) and the Warrant is issued (which is subject to receipt of lender
consent), immediately after the Merger, the Reporting Persons will collectively
beneficially own 93,621,491 shares of the Common Stock. Assuming the total
outstanding Common Stock of the Issuer is 195,991,776, the Reporting Persons
will collectively beneficially own 47.8% of the outstanding Common Stock and
have the ability to nominate four of the eleven directors on the Issuer's
initial Board of Directors at the Issuer's special meeting of stockholders that
will be called to consider the Merger and the related proposals. The Board of
Directors of the Issuer will have three classes of directors. The terms of each
class of directors expire on the date of the Issuer's annual meeting of
stockholders on 2001, 2002 and 2003. Replacements for the directors whose terms
are expiring will be elected by a vote of the stockholders of the Issuer.
(b)-(e)
Unchanged.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As a condition and inducement for MeriStar to enter into the Merger Agreement,
the principal shareholders of the Issuer, including OHCP, Oak Hill Capital
Management Partners, L.P., Oak Hill Securities Fund, L.P., Oak Hill Securities
Fund II, L.P. and OHCP Ski, L.P. and various other shareholders (collectively,
the "Shareholders") have entered into the ASC Voting and Recapitalization
Agreement, agreeing thereunder to vote their shares of Class A common stock,
Series A Preferred Stock and Series B Preferred Stock in favor of the Merger and
the transactions contemplated by the Merger Agreement and the ASC Voting and
Recapitalization Agreement, including those requiring a class vote by holders of
the Series A Preferred Stock and Series B Preferred Stock. In addition, pursuant
to the ASC Voting and Recapitalization Agreement, the Shareholders have agreed
to vote against (a) any proposal or action that would reasonably be expected to
result in a breach of any covenant, representation or warranty of the Issuer set
forth in the Merger Agreement or (b) proposal or action that is intended or
would reasonably be expected to impede, interfere with, delay or materially and
adversely affect the Merger or any of the other transactions contemplated by the
Merger Agreement or the ASC Voting and Recapitalization Agreement.
The principal shareholders of MeriStar have also agreed to vote in favor of the
Merger and the other transactions contemplated by the Merger Agreement pursuant
to the MeriStar Voting Agreement.
The MeriStar Voting Agreement terminates upon the earliest to occur of (1)
completion of the Merger, (2) termination of the Merger Agreement and (3) the
consent of parties to the MeriStar Voting Agreement. The ASC Voting and
Recapitalization Agreement terminates upon the earliest to occur of (1)
completion of the Merger, (2) termination of the Merger Agreement, (3) the
consent of parties to the MeriStar Voting Agreement and (4) June 30, 2001. The
name of each Shareholder and MeriStar Shareholder and the number of outstanding
shares of common stock held by each Shareholder and MeriStar Shareholder of the
Issuer and MeriStar, respectively, are set forth in the annexes to the ASC
Voting and Recapitalization Agreement and MeriStar Voting Agreement,
<PAGE>
respectively, which are incorporated herein by reference. The purpose of the
Voting Agreements is to facilitate consummation of the Merger.
References to, and descriptions of, the ASC Voting and Recapitalization
Agreement and the MeriStar Voting Agreement (together, the "Voting Agreements")
and the Merger Agreement, as set forth above in Items 4 and 6, are qualified in
their entirety by reference to the copies of the Merger Agreement and the Voting
Agreements, included as Exhibits 10.1, 10.2 and 10.3 to this Schedule 13D, and
are incorporated in Items 4 and 6 in their entirety where such references and
descriptions appear.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1 -- Agreement and Plan of Merger among MeriStar Hotels &
Resorts, Inc., American Skiing Company and ASC Merger Sub, Inc., dated
as of December 8, 2000
Exhibit 10.2 -- Voting and Recapitalization Agreement among MeriStar
Hotels & 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., OHCP Ski,
L.P., Madeleine LLC, Leslie B. Otten and the Albert Otten Trust f/b/o
Mildred Otten, dated as of December 8, 2000.
Exhibit 10.3 -- Voting Agreement among MeriStar Hotels & Resorts, Inc.,
American Skiing Company, Oak Hill Capital Partners, L.P., Oak Hill
Capital Management Partners, L.P., FW Hospitality, L.P., Arbor Reit,
L.P. and MHX Investors, L.P., dated as of December 8, 2000.
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: December 13, 2000
OAK HILL CAPITAL PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OAK HILL CAPITAL MANAGEMENT
PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OHCP GENPAR, L.P.
By: OHCP MGP, LLC,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OHCP MGP, LLC
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.,
its general partner
<PAGE>
By: Oak Hill Securities MGP, Inc.,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OAK HILL SECURITIES GENPAR, L.P.
By: Oak Hill Securities MGP, Inc.,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OAK HILL SECURITIES MGP, INC.
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
OAK HILL SECURITIES FUND II,
L.P.
By: Oak Hill Securities GenPar II,
L.P., its general partner
By: Oak Hill Securities MGP II, Inc.,
its general partner
By: /s/ William H. Bohnsack, Jr.
-------------------------------
Name: William H. Bohnsack, Jr.
Title: Vice President
OAK HILL SECURITIES GENPAR II, L.P.
By: Oak Hill Securities MGP II, Inc.,
its general partner
By: /s/ William H. Bohnsack, Jr.
-------------------------------
Name: William H. Bohnsack, Jr.
Title: Vice President
<PAGE>
OAK HILL SECURITIES MGP II, INC.
By: /s/ William H. Bohnsack, Jr.
-------------------------------
Name: William H. Bohnsack, Jr.
Title: Vice President
OHCP SKI, L.P.
By: Oak Hill Capital Partners, L.P.,
its general partner
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ John R. Monsky
-------------------------------
Name: John R. Monsky
Title: Vice President
