SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
AMERICAN SKIING COMPANY
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
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0000296541
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein Sandler PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 10, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Cusip No. 0000296541
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 3,494,671*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 19.6%*
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14) Type of Reporting Person (See Instructions): IA, IN
*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 authority over all securities of
American Skiing Company (the "Company") held by Madeleine LLC ("Madeleine"),
Cerberus Partners, L.P. ("Cerberus"), Cerberus International, Ltd.
("International") and various other persons and entities for which he possesses
certain investment authority (the "Funds").
<PAGE>
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
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In connection with an Agreement and Plan of Merger, dated as of
December 8, 2000 (the "Merger Agreement"), by and among, among others, the
American Skiing Company (the "Company") and MeriStar Hotels & Resorts, Inc.
("MeriStar"), Madeleine LLC ("Madeleine") entered into a Voting and
Recapitalization Agreement, dated as of November 8, 2000 (the "Voting and
Recapitalization Agreement"), by and among, among others, Madeleine, the
Company, MeriStar and certain other shareholders of the Company, pursuant to
which, among other things, Madeleine agreed to vote the shares of the Company
held by it in favor of the transactions contemplated by the Merger Agreement and
the Voting and Recapitalization Agreement, including but not limited to (i) the
issuance of shares of the common stock of the Company, par value $.01 per share
(the "Common Stock"), to the stockholders of MeriStar pursuant to the terms of
the Merger Agreement, (ii) the recapitalization of the Company and the
additional Common Stock issuances by the Company described in the Voting and
Recapitalization Agreement (including the conversion of the shares of the
existing Series A Preferred Stock of the Company held by Madeleine into shares
of both (x) a new class of Series A Preferred Stock of the Company and (y)
additional shares of Common Stock of the Company), (iii) certain stock option
and benefit plan matters relating to the Company and MeriStar, (iv) the election
of directors of the Company and (v) the adoption of certain amendments to the
articles of incorporation and bylaws of the Company.
Pursuant to the Voting and Recapitalization Agreement, Madeleine
agreed to vote the shares of the Company held by it against any proposal adverse
to the transactions contemplated by the Merger Agreement.
In addition, pursuant to the Voting and Recapitalization Agreement,
Madeleine agreed that, except pursuant to the terms of the Merger Agreement, it
would not (i) sell, transfer, pledge, encumber or otherwise dispose of the
shares of the Company held by it and it would not enter into any agreement to do
so, unless it receives from the transferee of such shares both a deed of
adherence to the terms of the Voting and Recapitalization Agreement and an
irrevocable proxy to vote the transferred shares in accordance with the terms of
the Voting and Recapitalization Agreement, (ii) grant any proxies or powers of
attorney, or enter into any voting agreement or voting trust, with respect to
the shares of the Company held by it or (iii) take any action inconsistent with
the terms of, or its obligations under, the Voting and Recapitalization
Agreement.
Except as described in this Schedule 13D Amendment No. 7, no
contracts, arrangements, understandings or similar relationships exist with
respect to the securities of the Company between Stephen Feinberg, and/or any
entity the securities of which Stephen Feinberg exercises voting or investment
control, and any person or entity.
Item 7. Material to be Filed as Exhibits.
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1. Voting and Recapitalization Agreement, dated as of December 8,
2000, by and among, among others, Madeleine LLC and American Skiing Company, is
incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by American Skiing Company with the Securities and Exchange Commission as
of December 8, 2000.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 18, 2000
/s/ Stephen Feinberg
Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Madeleine LLC, Cerberus
International, Ltd. and the Funds
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
