SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 3, 1997
(Date of earliest event reported)
Vail Resorts, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-9614 51-0291762
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(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
137 BENCHMARK ROAD
AVON, COLORADO 81620
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(Address of principal executive offices) (Zip Code)
(970) 476-5601
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(Registrant's telephone number, including area code)
GILLETT HOLDINGS, INC.
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
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As previously disclosed on Form 8-K filed with the Securities and
Exchange Commission on July 23, 1996, Vail Resorts, Inc. (the "Company"),
entered into a Stock Purchase Agreement (the "Purchase Agreement") dated as of
July 22, 1996, as amended, among the Company, Ralston Foods, Inc. ("Foods") and
Ralston Resorts, Inc. ("Resorts") pursuant to which the Company acquired from
Foods the ski and resort operations of Resorts (the Acquisition"). The closing
of the Acquisition occurred on January 3, 1997.
In connection with the Acquisition, Foods received 3,777,203 shares
of common stock of the Company, (which may be increased as a result of certain
post-closing adjustments) and the Company assumed $165,000,000 of the
outstanding indebtedness of Resorts.
The Company has resolved antitrust concerns of the United States
Department of Justice ("DOJ") raised by the Acquisition by entering into a
Stipulation and Final Judgment (the "Consent Decree") with the DOJ and the
Attorney General of the State of Colorado. Specifically, the Company has agreed
to divest the assets constituting the Arapahoe Basin mountain resort, one of the
resorts acquired from Resorts, by June 2, 1997. The Consent Decree (i) requires
the Company to use its best efforts to complete the divestiture as expeditiously
as possible, (ii) gives the DOJ the ability, in its sole discretion, to extend
the time period for completing the divestiture by an additional 90 days, and
(iii) allows for the appointment of a trustee to accomplish the divestiture at
the best price then obtainable upon a reasonable effort by the trustee in the
event the divestiture has not been completed within the allotted time period.
Until the divestiture is accomplished, the Consent Decree requires the Company
to take all steps necessary to assure that the Arapahoe Basin mountain resort
will be maintained and operated as an ongoing, economically viable resort,
including maintaining its usual and ordinary levels of marketing personnel and
marketing activity, and maintaining the resort's assets in operable condition
based on normal maintenance, and prohibits the Company from taking any action
that would jeopardize the divestiture of the resort. The Consent Decree will
become final upon approval by the United States District Court for the District
of Colorado, following a 60 day comment period.
At the closing, the Company entered into a Shareholder Agreement with
Foods pursuant to which (i) Foods agreed to a voting agreement with respect to
certain actions by the Company's Board of Directors; (ii) Foods agreed to
certain restrictions on the sale of its common stock; and (iii) Foods was
granted certain demand and piggyback registration rights.
For a more complete description of the Acquisition, reference is
hereby made to the Purchase Agreement (a copy of which is filed as an exhibit
hereto).
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The Financial Statements required by this Item 7(a) are filed as an
exhibit hereto.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 7(b) is
filed as an exhibit hereto.
(c) Exhibits
2.1 Stock Purchase Agreement ("Stock Purchase Agreement") dated as of
July 22, 1996, among the Company, Foods and Resorts (incorporated
by reference from the Registrant's Form 8-K filed on July 23,
1996).
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2.2 Amendment No. 1 to the Stock Purchase Agreement dated as of
December 20, 1996.
2.3 Amendment No. 2 to the Stock Purchase Agreement dated as of
December 31, 1996.
2.4 Shareholder Agreement dated as of January 3, 1997 among the
Company, Apollo Ski Partners, L.P. and Foods.
2.5 Financial Statements of Ralston Resorts, Inc. and Subsidiaries.
2.6 Pro Forma Financial Data.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VAIL RESORTS, INC.
Dated: January 8, 1997 By: /s/ James S. Mandel
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Name: James S. Mandel
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBITS INDEX
Vail Resorts, Inc. Form 8-K
January 3, 1997
Exhibit Item Page
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Stock Purchase Agreement by and among
Vail Resorts, Inc., Ralston Foods, Inc.,
and Ralston Resorts, Inc (incorporated
by reference from the Registrant's Form
8-K filed on July 23, 1996)................................
Amendment No. 1 to the Stock Purchase
Agreement dated as of December 20, 1996....................
Amendment No. 2 to the Stock Purchase
Agreement dated as of December 31, 1996....................
Shareholder Agreement dated as of
January 3, 1997 among the Company,
Apollo Ski Partners, L.P. and Foods........................
Financial Statements of Ralston Resorts,
Inc. and Subsidiaries......................................
Pro Forma Financial Data...................................