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):
February 13, 1996
S-K-I Ltd.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-13055 03-0294233
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(Commission File Number) (IRS Employer
Identification No.)
Airport Executive Plaza #5
West Lebanon, New Hampshire 03784
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(Address of principal (Zip code)
executive office)
Registrant's telephone number, including
area code: (603) 298-5583
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None
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(Former name or former address, if changed since
last report)<PAGE>
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Item 5. Other Events.
On February 13, 1996, S-K-I Ltd. ("Registrant"),
LBO Resort Enterprises ("LBO") and LBO Acquisition
Co., a wholly owned subsidiary of LBO ("Merger Sub"),
entered into an Agreement and Plan of Merger dated
as of February 13, 1996 (the "Merger Agreement")
pursuant to which Merger Sub will merge with and into the
Registrant, and the Registrant will survive as a wholly
owned subsidiary of LBO (the "Merger").
Upon the effectiveness of the Merger, each
share of outstanding common stock of the Registrant
will be converted into the right to receive an amount
in cash equal to $18. Consummation of the Merger is
subject to certain conditions, including, among others,
approval by the shareholders of the Registrant and
regulatory clearances.
LBO is a new company formed by Mr. Leslie B.
Otten. Mr. Otten is the controlling stockholder
in several ski areas in the Northeast. LBO has
provided the Registrant with copies of bank commitment
letters received by LBO for the debt portion of the
financing required by it for the transaction. The
Registrant and LBO have also entered into an escrow
agreement pursuant to which LBO has deposited
$5,000,000 with an escrow agent as the security for
its performance obligations under the Merger Agreement,
which are not conditioned on financing.
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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.
S-K-I LIMITED
By /s/ Frank P. Urso
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Name: Frank P. Urso
Title: Secretary
Date: February 15, 1996
