SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
AMERICAN SKIING COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0000296541
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(CUSIP Number)
Stephen Feinberg
450 Park Avenue, 28th Floor
New York, New York 10022
(212) 891-2100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 1997
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(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. [ ]
Page 1 of 6 Pages
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______________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Stephen Feinberg
______________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
Not applicable (a) [ ]
(b) [ ]
______________________________________________________________________________
(3) SEC USE ONLY
______________________________________________________________________________
(4) SOURCE OF FUNDS
WC
______________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
2,141,871*
SHARES
______________________________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY______________________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
2,141,871*
REPORTING _________________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
______________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,141,871
______________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
______________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.68%
______________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
______________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 6 Pages
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* The person filing this statement is Stephen Feinberg. Stephen Feinberg
indirectly, through one or more partnerships or other entities (the
"Management Entities"), possesses voting and investment power over all 36,626
shares of 10 1/2% Preferred Stock (the "Preferred Shares") of American Skiing
Company (the "Company"), which are convertible at any time into 2,141,871
shares of Common Stock of the Company (the "Securities"). Madeleine LLC is
the record holder of the Securities on behalf of various private investment
funds managed by the Management Entities. Madeleine disclaims any beneficial
ownership of the Securities.
Page 3 of 6 Pages
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ITEM 2. IDENTITY AND BACKGROUND
(a) Stephen Feinberg indirectly, through the Management Entities, possesses
voting and investment power over all Securities held of record by Madeleine on
behalf of various private investment funds, which are managed by the
Management Entities, engaged in the investment in personal property of all
kinds, including but not limited to capital stock, depository receipts,
investment companies, mutual funds, subscriptions, warrants, bonds, notes,
debentures, options and other securities of whatever kind and nature.
(b) The address of the principal place of business and principal office of
Stephen Feinberg is 450 Park Avenue, 28th Floor, New York, New York, 10022.
(c) The principal occupation of Stephen Feinberg is as the General Partner
of Feinberg Management L.P., 450 Park Avenue, 28th Floor, New York, New York,
10022, and other related investment firms.
(d) Stephen Feinberg has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Stephen Feinberg has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or
finding any violation with respect to such laws.
(f) Stephen Feinberg is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Madeleine acquired the Securities in exchange for 17,500 shares of Series A
Exchangeable Preferred Stock of the Company, plus accrued dividends, and
$17,500,000 aggregate principal amount of the Company's 14% Senior
Exchangeable Notes, plus accrued interest, held of record by Madeleine.
ITEM 4. PURPOSE OF TRANSACTIONS.
The purpose of the acquisition of the Securities is for investment.
Stephen Feinberg does not have any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Stephen Feinberg may, at
any time and from time to time, review or reconsider his position with respect
to any of such matters, but has no present intention of doing so.
Page 4 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
of the Company (the "Common Stock") reported beneficially owned by Mr.
Feinberg is based on an aggregate of 16,891,871 shares of common stock,
including 14,750,000 shares of Common Stock outstanding at November 6, 1997,
as reflected in the Prospectus of the Company dated November 6, 1997, plus
2,141,871 shares of Common Stock underlying the 36,626 Preferred Shares,
beneficially owned by Stephen Feinberg. For purposes of calculating the
percentages herein, the number of shares of Common Stock underlying the
Preferred Shares beneficially owned by the reporting person have been added to
the number of shares of Common Stock outstanding as though such Preferred
Shares had been converted to Common Stock.
(b) Stephen Feinberg possesses voting and investment power over all
Securities. Stephen Feinberg owns directly no Securities. By reason of the
provisions of Rule 13d-3 of the Act, Stephen Feinberg may be deemed to own
beneficially 2,141,871 Securities, constituting approximately 12.68% of the
Common Stock outstanding. Madeleine disclaims beneficial ownership of any
Securities.
(c) Stephen Feinberg has not effected any transactions in the
Securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described above, there are no contracts,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 hereof and between such persons or any person with respect to any
securities of the Company, including but not limited to transfer or voting of
any of the Securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies; other than as follows:
Madeleine entered into a "lock-up" agreement dated November 5, 1997
(the "Lock-Up Agreement"), with Donaldson, Lufkin & Jenrette Securities
Corporation, Furman Selz LLC, Morgan Stanley & Co. Incorporated, and Schroder
& Co., Inc. as representatives of the underwriters of a public offering of the
Common Stock, pursuant to which Madeleine agreed, for a period through May 3,
1998, not to dispose of the Preferred Shares or the Common Stock into which
the Preferred Shares are convertible.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable
Page 5 of 6 Pages
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After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
November 24,1997
/s/ Stephen Feinberg
____________________
Stephen Feinberg
Page 6 of 6 Pages
