UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
VAIL RESORTS, INC.
------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
---------------------------------------
(Title of Class of Securities)
91879Q109
----------
(CUSIP Number)
September 28, 2004
------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 8 Pages
SCHEDULE 13G
CUSIP No. 91879Q109 Page 2 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
APOLLO SKI PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,114,542
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,114,542
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,114,542
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
17.3%
12 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No. 91879Q109 Page 3 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
APOLLO INVESTMENT FUND, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,114,542
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,114,542
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,114,542
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
17.3%
12 Type of Reporting Person (See Instructions)
IN; HC
SCHEDULE 13G
CUSIP No. 91879Q109 Page 4 of 8 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
APOLLO ADVISORS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,114,542
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,114,542
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,114,542
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
17.3%
12 Type of Reporting Person (See Instructions)
IN; HC
Page 5 of 8 Pages
Item 1(a) Name of Issuer:
Vail Resorts, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
Post Office Box 7, Vail, Colorado 81658
Item 2(a) Name of Person Filing:
This Statement is being filed jointly by (i) Apollo Ski Partners,
L.P., a Delaware limited partnership ("Ski Partners"), (ii) Apollo Investment
Fund, L.P., a Delaware limited partnership ("AIF"), and (iii) Apollo Advisors,
L.P., a Delaware limited partnership ("Advisors"). Ski Partners, AIF and
Advisors are referred to collectively as the "Reporting Persons."
AIF is the general partner of Ski Partners. Advisors serves as
the managing general partner of AIF. Apollo Capital Management, Inc., a Delaware
corporation ("Capital Management"), is the general partner of Advisors.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the
Reporting Persons is Two Manhattanville Road, Purchase, New York 10577.
Item 2(c) Citizenship:
1) Ski Partners is a Delaware limited partnership;
2) AIF is a Delaware limited partnership; and
3) Advisors is a Delaware limited partnership.
Item 2(d) Title of Class of Securities:
Common stock, $0.01 par value per share (the "Shares").
Item 2(e) CUSIP Number:
91879Q109
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
This Item 3 is not applicable.
Page 6 of 8
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
On September 28, 2004, Apollo Ski Partners converted the
6,114,542 shares of Class A common stock, par value $0.01 per share (the "Class
A Shares"), held for its account into 6,114,542 Shares. Following this
conversion, the Issuer no longer has any Class A Shares outstanding and will
therefore only have one class of directors going forward. Previously, holders of
Class A Shares elected the Class I directors and holders of Shares elected the
Class II directors.
As of October 1, 2004, each of Ski Partners, AIF and Advisors may
be deemed to be the beneficial owner of the 6,114,542 Shares held for the
account of Ski Partners.
Item 4(b) Percent of Class:
The number of Shares of which each of Ski Partners, AIF and
Advisors may be deemed to be the beneficial owner constitutes approximately
17.3% of the total number of Shares outstanding (based on the Issuer having
35,301,360 Shares outstanding as of October 1, 2004).
Item 4(c) Number of shares as to which such person has:
Ski Partners
------------
(i) Sole power to vote or direct the vote: 6,114,542
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 6,114,542
(iv) Shared power to dispose or to direct the
disposition of 0
AIF
---
(i) Sole power to vote or direct the vote: 6,114,542
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 6,114,542
(iv) Shared power to dispose or to direct the
disposition of 0
Advisors
--------
(i) Sole power to vote or direct the vote: 6,114,542
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 6,114,542
(iv) Shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Page 7 of 8 Pages
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
Page 8 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 1, 2004 APOLLO SKI PARTNERS, L.P.
By: Apollo Investment Fund, L.P.,
Its General Partner
By: Apollo Advisors, L.P.,
Its Managing General Partner
By: Apollo Capital Management, Inc.,
Its General Partner
By: /s/ Michael D. Weiner
---------------------------------
Michael D. Weiner
Vice President
Date: October 1, 2004 APOLLO INVESTMENT FUND, L.P.
By: Apollo Advisors, L.P.,
Its Managing General Partner
By: Apollo Capital Management, Inc.,
Its General Partner
By: /s/ Michael D. Weiner
---------------------------------
Michael D. Weiner
Vice President
Date: October 1, 2004 APOLLO ADVISORS, L.P.
By: Apollo Capital Management, Inc.,
Its General Partner
By: /s/ Michael D. Weiner
---------------------------------
Michael D. Weiner
Vice President