UNITED
STATES
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 (Date of Earliest Event Reported): December
29, 2005
Vail
Resorts, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9614
|
51-0291762
|
|
(State
or other jurisdiction
of
incorporation
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
137
Benchmark Road, Avon, Colorado
|
81620
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
|
(970)
845-2500
|
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities
Act
[
]
Soliciting materials pursuant to Rule 14a-12 under the Exchange Act
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
Item
8.01. Other Events.
On
December 29, 2005, Roger D. McCarthy, Senior Vice President and Chief Operating
Officer for the Breckenridge and Keystone resorts of Vail Resorts, Inc. (the
“Company”), adopted a Rule 10b5-1 trading plan (the “Plan”) with a broker to
exercise employee stock options issued under the Company’s equity-based
compensation plans and to sell the acquired Company common stock. The Plan
specifies the number of shares of the Company’s common stock that may be sold
and the market prices for the sales, subject to the terms and conditions of
the
Plan. Mr. McCarthy entered into the
Plan in
order to facilitate the exercise of stock options and as part of his personal
long-term investment strategy for asset diversification and liquidity. Mr.
McCarthy will have no control over the timing of his option exercises or stock
sales under the Plan.
Pursuant
to Mr. McCarthy’s Plan, the brokerage firm may exercise his employee stock
options specified in the Plan beginning in December of 2005. The Plan is
scheduled to terminate on December 29, 2006. The maximum number of shares that
may be sold under the Plan is 131,000 shares.
Any
transactions under the Plan will be reported by Mr. McCarthy through individual
Form 4 filings with the Securities and Exchange Commission.
The
Plan
is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934
and the Company’s insider trading policy. Rule 10b5-1 allows corporate insiders
to establish prearranged written stock trading plans. A Rule 10b5-1 plan must
be
entered into in good faith at a time when the insider is not aware of material,
nonpublic information. Subsequent receipt by the insider of material, nonpublic
information will not prevent prearranged transactions under the Rule 10b5-1
plan
from being executed.
SIGNATURE
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.
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Dated:
January 4,
2006
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Vail
Resorts, Inc.
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|
By: /s/ Martha
D. Rehm.
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|
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Martha
D. Rehm
|
|
|
Senior
Vice President
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