As filed with the Securities and Exchange Commission on April 6, 2004
Registration No. 333-112602
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
Post-effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________
VAIL RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 7990 51-0291762
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
_______________________
Post Office Box 7
Vail, Colorado 81658
(970) 845-2500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_______________________
Martha D. Rehm, Esq.
Senior Vice President and General Counsel
Vail Resorts, Inc.
Post Office Box 7
Vail, Colorado 81658
(970) 845-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
Copy to:
James J. Clark, Esq.
Luis R. Penalver, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
_______________________
Approximate date of commencement of proposed issuance of the securities to
the public: Not Applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
DEREGISTRATION OF SECURITIES
On February 9, 2004, Vail Resorts, Inc. ("Vail") filed a registration statement
on Form S-3 (No. 333-112602) and filed a 424(b) prospectus on April 1, 2004
(collectively, the "Registration Statement"), to register 1,500,000 shares of
its common stock, par value $0.01 per share ("Common Stock"). 1,325,000 shares
of Common Stock have been sold under the Registration Statement. Vail hereby
deregisters the remaining unsold 175,000 shares of Common Stock covered by the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of New York, State of New York, on the 6th day of April, 2004.
VAIL RESORTS, INC.
By: /s/ JEFFREY W. JONES
-----------------------------------
Name: Jeffrey W. Jones
Title: Chief Financial Officer
and Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ADAM M. ARON Chairman of the Board, April 6, 2004
--------------------------- Chief Executive Officer and
Adam M. Aron Director (Principal Executive
Officer)
/S/JEFFREY W. JONES Senior Vice President and April 6, 2004
--------------------------- Chief Financial Officer
Jeffrey W. Jones (Principal Financial Officer)
/S/FRANK BIONDI* Director April 6, 2004
---------------------------
Frank Biondi
/S/JOHN J. HANNAN* Director April 6, 2004
---------------------------
John J. Hannan
/S/JOHN R. HAUGE* Director April 6, 2004
---------------------------
John R. Hauge
/S/ROLAND A. HERNANDEZ* Director April 6, 2004
---------------------------
Roland A. Hernandez
/S/ROBERT A. KATZ* Director April 6, 2004
---------------------------
Robert A. Katz
/S/THOMAS H. LEE* Director April 6, 2004
---------------------------
Thomas H. Lee
/S/WILLIAM L. MACK* Director April 6, 2004
---------------------------
William L. Mack
/S/JOE R. MICHELETTO* Director April 6, 2004
---------------------------
Joe R. Micheletto
/S/JOHN F. SORTE* Director April 6, 2004
---------------------------
John F. Sorte
Signature Title Date
--------- ----- ----
/S/WILLIAM P. STIRITZ* Director April 6, 2004
---------------------------
William P. Stiritz
/S/JAMES S. TISCH* Director April 6, 2004
---------------------------
James S. Tisch
/S/JEFFREY W. JONES Attorney-in-Fact April 6, 2004
---------------------------
Jeffrey W. Jones
* By Attorney-in-Fact