SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
AMERICAN SKIING COMPANY
- - ------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 per share
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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)
December 13, 1998
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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. [X]
Page 1 of 7 Pages
<page
________________________________________________________________________
(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 **
(a) / /
(b) / /
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) SOURCE OF FUNDS **
WC
________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
*
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
*
OWNED BY ____________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
*
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
*
________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,386,871
________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** / /
________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 14.13%
________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
* 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, par value $.01 per share
(the "Common Stock"), of the Company. Madeleine LLC is the record
holder of the 2,141,871 shares of Common Stock on behalf of various
private investment funds managed by the Management Entities. Madeleine
disclaims any beneficial ownership of the Preferred Shares and the
underlying Common Stock.
Mr. Feinberg also possesses voting and investment power over an
aggregate of 245,000 shares of Common Stock held of record by (i)
Cerberus Partners, L.P. ("Cerberus Partners"), (ii) Cerberus
International Ltd. ("Cerberus International"), (iii) Ultra Cerberus Fund
Ltd. ("Ultra"), and (iv) various persons and entities for which Mr.
Feinberg possesses certain investment authority (the "Funds"). Cerberus
Partners is the record owner of 53,500 shares of Common Stock, Cerberus
International is the record owner of 118,000 shares of Common Stock,
Ultra is the record owner of 8,500 shares of Common Stock, and the Funds
are the record owner of 65,000 shares of Common Stock.
Page 3 of 7 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The Schedule 13D initially filed on November 24, 1997 (the
"Schedule 13D"), by Stephen Feinberg, relating to the Common Stock of the
Company, whose principal executive offices are located at P.O. Box 450,
Bethel, Maine 04217, is hereby amended by this Amendment No. 1 to the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
(a) Stephen Feinberg indirectly, through the Management Entities,
possesses voting and investment power over all shares of Common Stock
held of record by Madeleine on behalf of various private investment
funds, which are managed by the Management Entities, which are 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 (the "Investment
Program"). Mr. Feinberg also possesses voting and investment power over
all shares of Common Stock held of record by Cerberus Partners, a
Delaware limited partnership, Cerberus International, a Bahamian
company, Ultra Cerberus Fund Ltd., a Bahamian company, and the Funds,
each of which is engaged in the Investment Program.
(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.
Item 3 is hereby amended and restated as follows:
Madeleine acquired the Preferred Shares 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.
Cerberus Partners acquired 53,500 shares of Common Stock for
$671,960, including commissions, from its working capital.
Cerberus International acquired 118,000 shares of Common Stock
for $1,482,080, including commissions, from its working capital.
Page 4 of 7 Pages
<PAGE>
Ultra acquired 8,500 shares of Common Stock for $106,760,
including commissions, from its working capital.
The Funds acquired 65,000 shares of Common Stock for $816,400,
including commissions, from their working capital.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The approximate aggregate percentage of shares of 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 December 22, 1997, as reflected in
the quarterly report of the Company on Form 10-Q filed with the
Securities and Exchange Commission by the Company for the quarter ended
October 26, 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 of the Preferred Shares and the Common Stock. Stephen Feinberg
owns directly no Preferred Shares or shares of Common Stock. By reason
of the provisions of Rule 13d-3 of the Act, Stephen Feinberg may be
deemed to own beneficially the 2,141,871 shares of Common Stock held of
record by Madeleine, the 53,500 shares of Common Stock held of record by
Cerberus Partners, the 118,000 shares of Common Stock held of record by
Cerberus International, the 8,500 shares of Common Stock held of record
by Ultra, and the 65,000 shares of Common Stock held of record by the
Funds, constituting approximately 14.13% of the Common Stock
outstanding. Madeleine disclaims beneficial ownership of any Preferred
Shares or the underlying Common Stock.
(c) The trading dates, number of shares of Common Stock
purchased or sold and the price per share for all transactions in the
Common Stock since the filing of the Schedule 13D, which were all in the
open market, are set forth in Schedule A and are incorporated by
reference.
Page 5 of 7 Pages
<PAGE>
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.
January 21, 1998
/s/____________________
Stephen Feinberg, in his capacity as
Managing Member of Cerberus
Associates, LLC, the General Partner
of Cerberus Partners and as
Investment Manager of each of
Cerberus International, Ultra, and
the Funds
Page 6 of 7 Pages
<PAGE>
Schedule A
Date of Record Number of Shares Price Per Share
Transaction Owner Purchased/(Sold) (including
commissions,
if any)
1/13/98 Cerberus
Partners 53,500 12.56
1/13/98 Cerberus
International 118,000 12.56
1/13/98 Ultra 8,500 12.56
1/13/98 the Funds 65,000 12.56
Page 7 of 7 Pages
