Filed pursuant to
Rule 424(b)(3) and Rule 424(c)
Registration No. 333-38321
Prospectus Supplement No. 1
dated January 31, 2000
(to Prospectus dated October 21, 1997)
Vail Resorts, Inc.
This prospectus supplement supplements the information contained in the
prospectus of Vail Resorts, Inc., a Delaware corporation, dated October 21,
1997. The prospectus relates to 3,545,510 shares common stock, par value $.01
per share, of the company. The prospectus may be used by certain selling
stockholders to sell shares of common stock that they may acquire pursuant to
the Vail Resorts, Inc. 1993 Stock Option Plan and the 1996 Long Term Incentive
and Share Award Plan.
The purpose of this prospectus supplement is to update the information
contained in the prospectus in order to reflect changes which have occurred
subsequent to the date of the prospectus.
This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information contained in this prospectus supplement supersedes the
information contained in the prospectus.
Selling Stockholders
The following table sets forth the name and relationship to the company of
each selling stockholder who is, or may be deemed to be, one of our affiliates.
Each selling stockholder holds options to acquire our common stock, pursuant to
the 1993 and 1996 plans, or holds restricted shares, pursuant to the 1996 plan.
The table indicates the number of shares of common stock that each selling
stockholder may currently acquire pursuant to the exercise of the options
mentioned above and the number of restricted shares currently held by each
selling stockholder.
<PAGE>
<TABLE>
<CAPTION>
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Name Position Number of Shares Number of Shares to be Number of Shares
Owned(1) Offered by Selling owned after the
Stockholders Offering(2)
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<S> <C> <C> <C> <C>
Adam M. Aron Chairman of the Board and 560,500 557,500 3,000
Chief Executive Officer
Roger T. Beck Senior Vice President, 47,000 47,000 -
Vail Resorts Development
Company
Andrew P. Daly President and Director 308,830 305,320 3,510
James P. Donohue Senior Vice President and 93,000 93,000 -
Chief Financial Officer
John McD. Garnsey Senior Vice President and 42,000 42,000 -
Chief Operating Officer
for Beaver Creek
William A. Jensen Senior Vice President and 56,600 56,500 100
Chief Operating Officer
for Vail
Bruce W. Mainzer Senior Vice President of 42,000 42,000 -
Marketing and Sales
James S. Mandel Senior Vice President, 164,300(3) 164,300 -
Vail Resorts Development
Company
Martha D. Rehm Senior Vice President, 40,536 40,000 536
General Counsel and
Secretary
- ----------
1 For each selling stockholder this includes (i) shares of our common stock
owned as of January 15, 2000, (ii) shares of our common stock underlying
options which are exercisable within 60 days of January 15, 2000, (iii)
shares of our common stock underlying options granted under the plans,
whether or not exercisable as of, or within sixty days of, January 15, 2000
and (iv) in the case of Messrs. Aron, Daly and Donohue, 37,500 shares,
12,500 shares and 12,000 shares, respectively, of restricted shares issued
pursuant to the 1996 plan, regardless of when these restricted shares vest.
2 Assumes the sale of all shares eligible to be sold.
3 Excludes 1,000 shares of common stock owned by Mr. Mandel's wife's
individual retirement account as to which Mr. Mandel disclaims beneficial
ownership.
<PAGE>
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Name Position Number of Shares Number of Shares to be Number of Shares
Owned(1) Offered by Selling owned after the
Stockholders Offering(2)
- ------------------------------------------------------------------------------------------------------------------------
John W. Rutter Senior Vice President and 42,480 42,000 480
Chief Operating Officer
for Keystone
Paul A. Testwuide Senior Vice President of 82,870 81,916 954
Resorts Projects for Vail
James P. Thompson President, Vail Resorts 197,170 195,960 1,210
Development Company
Porter Wharton III Senior Vice President of 40,000 40,000 -
Public Affairs
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</TABLE>
We cannot assure you that any of the selling stockholders will sell any or
all of the shares of the common stock offered by them under the prospectus. We
may amend or further supplement the prospectus from time to time to add or
delete persons who have acquired or will acquire shares of common stock under
the 1993 or 1996 plans or who are no longer control persons of the company.
