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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 2)
AMERICAN SKIING COMPANY
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(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)
February 5, 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
2,141,871
SHARES _______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
2,141,871
OWNED BY ____________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
2,141,871
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,141,871
________________________________________________________________________
(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 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 (the "Securities") shares of Common Stock, par value
$.01 per share, of the Company (the "Common Stock"). 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 Securities.
Page 3 of 7 Pages
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ITEM 1. SECURITY AND ISSUER.
The Schedule 13D initially filed on November 24, 1997 (the
"Schedule 13D") and amended by Amendment No. 1, which was filed on
January 22, 1998 , 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. 2 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 of the 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.
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.
Page 4 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) The approximate aggregate percentage of the Securities
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 Securities 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 the Securities. Stephen Feinberg owns directly no shares of Common
Stock. 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 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 Amendment Number 1 to 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
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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.
March 5, 1998
/s/ Stephen Feinberg
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
various persons and entities for
which he possesses certain
investment authority
Page 6 of 7 Pages
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Schedule A
Date of Record Number of Shares Price Per Share
Transaction Owner Purchased/(Sold) (including
commissions,
if any)
2/3/98 Cerberus
Partners, L.P. (32,000) 14.32
2/3/98 Cerberus
International
Ltd. (71,000) 14.32
2/3/98 Ultra Cerberus
Fund International
Ltd. (5,000) 14.32
2/3/98 * (39,000) 14.32
2/4/98 Cerberus
International
Ltd. (1,300) 14.32
2/5/98 Cerberus
Partners, L.P. (21,500) 14.32
2/5/98 Cerberus
International
Ltd. (45,700) 14.32
2/5/98 Ultra Cerberus
Fund International
Ltd. (3,500) 14.32
2/5/98 * (26,000) 14.32
* various persons and entities for which Mr. Feinberg possesses certain
investment authority
Page 7 of 7 Pages
