American Skiing Co. (fka AESK)

[lacymarie]

Form 8-K for AMERICAN SKIING CO /ME


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3-Aug-2007

Triggering Events That Accelerate or Increase a Direct Financial Obligatio



Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On July 31, 2007, American Skiing Company (the "Company") failed to redeem all of its outstanding shares of Series C-1 Convertible Participating Preferred Stock (the "Series C-1 Preferred Stock") and Series C-2 Preferred Stock (the "Series C-2 Preferred Stock" and, together with the Series C-1 Preferred Stock, the "Series C Preferred Stock") held by Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P., Oak Hill Securities Fund, L.P., Oak Hill Securities Fund II, L.P., Oak Hill Securities Fund Liquidating Trust and OHCP Ski, L.P., which it was required to redeem on July 31, 2007 for cash in the amount of the liquidation preference of such shares, to the extent the Company has funds legally available to do so. The Series C Preferred Stock was issued pursuant to Certificates of Designations of the Company for its Series C-1 Preferred Stock and its Series C-2 Preferred Stock. On July 31, 2007, the Series C Preferred Stock had an aggregate liquidation preference of approximately $413.9 million. As a result of the failure to redeem, the liquidation preference of the outstanding shares of Series C-1 Preferred Stock will continue to accrete in value at a rate of 12% per annum and the liquidation preference of the outstanding shares of Series C-2 Preferred Stock will continue to accrete in value at a rate of 15% per annum. The Company believes that it will not be able to pay in full the liquidation preference of the outstanding shares of Series C Preferred Stock because it does not believe that it will be able to generate sufficient proceeds from its operations and the sale of its remaining assets to do so. The Company has adopted a plan of complete dissolution and liquidation of the Company. Holders of the Company's common stock, par value $0.01 per share, and Class A common stock, par value $0.01 per share, are not expected to receive any payment or distribution with respect to their shares pursuant to the Company's plan of dissolution after it makes payments to its creditors and the holders of the Series C Preferred Stock.
The Company and the holders of the Series C Preferred Stock have had numerous discussions regarding the status of the Series C Preferred Stock. The Company expects that the foregoing matters will have no impact on the Company's continuing operations or the status of currently pending transactions regarding the Company's resorts.
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