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: July 23, 1996
(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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
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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On July 22, 1996, Vail Resorts, Inc. (the "Company"),
entered into a Stock Purchase Agreement (the "Purchase
Agreement") dated as of July 22, 1996, among Vail, Ralston
Foods, Inc. ("Foods") and Ralston Resorts, Inc. ("Resorts")
pursuant to which Vail will acquire from Foods the ski and
resort operations of Resorts (the Acquisition").
In connection with the Acquisition, Foods will
receive common stock of Vail constituting approximately 25% of
the outstanding Vail common stock and Vail will assume
$165,000,000 of the outstanding indebtedness of Resorts.
The closing of the Acquisition is subject to various
closing conditions, including the obtaining of financing
necessary for refinancing certain of the assumed indebtedness,
the continued accuracy of the representations and warranties
and the receipt of necessary government approvals including
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.
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
As of the date of filing of this Current Report on
Form 8-K, it is impracticable for the Registrant to
provide the financial statements required by this
Item 7(a). In accordance with Item 7(a)(4) of Form
8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 60 days
after the closing of the Acquisition.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on
Form 8-K, it impracticable for the Registrant to
provide the pro forma financial information required
by this Item 7(b). In accordance with Item 7(b) of
Form 8-K, such financial statements shall be filed by
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amendment to this Form 8-K no later than 60 days
after the closing of the Acquisition.
(c) Exhibits
2.1 Stock Purchase Agreement dated as of July 22,
1996, among the Company, Foods and Ralston.
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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: July 23, 1996 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
July 23, 1996
Exhibit Item Page
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Stock Purchase Agreement by and among
Vail Resorts, Inc., Ralston Foods, Inc.,
and Ralston Resorts, Inc.......................... 6