American Skiing dissolution to take effect Sept. 13

By Caroline Salls

Pittsburgh, Sept. 11 - American Skiing Co. filed a certificate of dissolution with the Delaware Secretary of State in connection with its plan of complete dissolution and liquidation, and the dissolution will take effect at 12:01 a.m. on Sept. 13, according to an 8-K filed with the Securities and Exchange Commission.

The dissolution and liquidation plan was adopted by the company's board of directors and approved by a majority of its stockholders on June 20.

When the dissolution takes effect, the company said it will stop its normal business operations and will close its stock transfer books and discontinue recording transfers of its stock on its books.

Trading of American Skiiing's stock on the Over-the-Counter Bulletin Board will also cease on Sept. 13.

The company said it will continue to exist solely to wind up and liquidate its business and affairs and to preserve the value of its remaining assets until they are sold.

American Skiing's subsidiaries will continue normal business operations, according to the 8-K.

The company said it also intends to continue honoring all of its existing contractual commitments and to maintain capitalization of its subsidiaries through the proceeds from completed resort sales until the subsidiaries are sold.

Under the plan of dissolution and liquidation, after payment of the company's debt obligations, distributions will be made to the holders of the company's series C-1 convertible participating preferred stock and series C-2 preferred stock to satisfy the liquidation preference of the series C preferred stock before any payments or distributions are made to the holders of common stock.

American Skiing said the series C preferred stock had a liquidation preference of $418.87 million as of Sept. 1.

As previously reported, the company does not expect to make any payments or distributions on its common stock under the dissolution and liquidation plan.

In addition, the company said it does not expect to make its first liquidation distribution until after closing of the pending sale of The Canyons ski resort. The sale is expected to close in the fourth quarter.

American Skiing is an operator of alpine ski, snowboard and golf resorts based in Park City, Utah.

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