[Company Stationary]
July 17, 2001
Dear Stockholder:
On July 10, 2001, the Board of Directors of American Skiing Company (the
"Company") unanimously approved the terms of a Securities Purchase Agreement
(the "Securities Purchase Agreement") with Oak Hill Capital Partners, L.P. ("Oak
Hill"), the Company's largest investor, and affiliates of Oak Hill, for the sale
by the Company to Oak Hill and its affiliates of $12.5 million in junior
subordinated debt and 1 million shares of the Company's common stock. Under the
terms of the Securities Purchase Agreement, Oak Hill has agreed to (i) fund an
additional $2.5 million under its term loan to our subsidiary, American Skiing
Company Resort Properties, Inc. ("ASCRP") and (ii) guaranty a capital lease of
up to $14 million in favor of one of the Company's subsidiaries. ` the Company
will issue to Oak Hill $40 million in series C-1 preferred stock and
approximately $138 million in series C-2 preferred stock of the Company. Upon
closing of the transactions covered by the Securities Purchase Agreement (the
"Transactions") Oak Hill will waive all of its rights under its existing
approximately $178 million in series B preferred stock, other than its rights
regarding the election of directors. The Company will not receive additional
capital by virtue of its issuance of the Series C-1 and C-2 preferred stock to
Oak Hill. Despite the fact that the Series D preferred stock is not convertible
into the Company's common stock, it is intended to be a common stock equivalent
in certain respects. Prior to conversion of any of the Company's existing
convertible securities or the convertible securities issued to Oak Hill pursuant
to the Securities Purchase Agreement, the dilution resulting from the
Transactions is approximately 3.3%. On a fully diluted basis, taking into
account conversion of all of the Company's existing securities and the
convertible securities issued to Oak Hill pursuant to the Securities Purchase
Agreement, the dilution resulting from the Transactions is approximately 12.6%.
The conversion prices of the Company's existing convertible securities and the
convertible securities issued to Oak Hill pursuant to the Securities Purchase
Agreement range from $1.25 to $18.00.
Although under the Company's Certificate of Incorporation and under the
Delaware General Corporation Law the Board of Directors of the Company has
authority to issue the Additional Stock without stockholder approval, under the
rules of the New York Stock Exchange ("Exchange"), the issuance of the shares of
common stock and series C-1 preferred stock would normally require approval of
the Company's stockholders according to the Stockholder Approval Policy of the
Exchange (the "Stockholder Approval Policy"). However, under the rules of the
Exchange, the Financial Distress Exception (the "Financial Distress Exception")
is available if the delay necessary to seek stockholder approval would seriously
jeopardize the financial viability of the Company and if the Company's Audit
Committee expressly approves the Company's reliance on the Financial Distress
Exception.
The Audit Committee of the Board of Directors has determined that the delay
necessary in securing such stockholder approval for the transactions described
above would seriously jeopardize the financial viability of the Company. The
determination was based primarily on lack of available liquidity to fund
continuing working capital needs of the Company and ASCRP, the Company's pending
covenant defaults under several of its senior credit facilities, and the lack of
other available alternative sources of liquidity. Upon making such a
determination, the Audit Committee expressly approved the Company's omission to
seek the shareholder approval that would otherwise have been required under the
Exchange's Stockholder Approval Policy. The Exchange has accepted the Company's
application of the Financial Distress Exemption.
In reliance on the Financial Distress Exception, the Company is hereby
mailing to all stockholders on or about July 17, 2001 this letter notifying them
of its intention to issue the common shares and series C-1 preferred shares on,
or after, July 27, 2001,to Oak Hill without seeking stockholder approval. (The
Company will also issue the series C-2 preferred stock at the same time, which
is not subject to the Exchange's Stockholder Approval Policy insofar as it is
not convertible into common stock). The closing of the Transactions is
anticipated to be completed on or after July 27, 2001, subject to satisfaction
of closing conditions which include the completion of amendments to the
Company's credit agreements. Additional information regarding the Company's
financial restructuring is set forth in the Company's press release of July 16,
2001, a copy of which is enclosed herewith.
As always, we appreciate your support.
Very truly yours,
Xxxxxxx Xxxx
Chief Executive Officer
cc: Xxxxxx XxXxxxx, New York Stock Exchange
