Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-38321
Prospectus
Supplement No. 2
To
Reoffer Prospectus of
Vail
Resorts, Inc.
3,545,510
Shares
Common
Stock
($.01
par value)
______________________
This
prospectus supplement, dated February 24, 2006 (this “Supplement”), supplements
our reoffer prospectus filed as part of our Registration Statement on Form
S-8
filed with the Securities and Exchange Commission on October 21, 1997 (the
“Prospectus”), relating to the resale by certain of our stockholders of shares
of our common stock, $.01 par value (the “Shares”) they received from us
pursuant to our 1993 Stock Option Plan and the 1996 Long Term Incentive and
Share Award Plan (together, the “Plans”). Some of these stockholders may be
considered our “affiliates,” as defined in Rule 405 under the Securities Act of
1933, as amended.
You
should read this Supplement in conjunction with the Prospectus. This Supplement
is qualified by reference to the Prospectus, except to the extent the
information in this Supplement supercedes the information contained in the
Prospectus.
SELLING
STOCKHOLDERS
The
information set forth under the caption “Selling Stockholders” in the Prospectus
is amended and restated in its entirety as follows:
This
Supplement relates to shares of common stock that are registered for reoffers
and resale by selling stockholders who have acquired or may acquire shares
of
common stock pursuant to the Plan and who may be deemed “affiliates” of the
Company. An “affiliate” is defined under the Securities Act as “a person that
directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with” Vail Resorts, Inc. The selling
stockholders may resell any or all of the shares of common stock at any time
while this Supplement is effective.
Executive
officers, directors or others who are considered to be affiliates of the Company
who acquire common stock under the Plan may be added to the list of selling
stockholders and their number of shares to be sold may be increased or decreased
by the use of future prospectus supplements filed with the Securities and
Exchange Commission.
Except
as
set forth below, no selling stockholders have informed us of an intent to sell
any of their shares. The inclusion of the shares of common stock in the table
below does not constitute a commitment to sell any shares.
|
Name
|
Position
|
Number
of Shares Owned (1)
|
Number
of Shares Eligible to be Offered by the Selling
Stockholders
(2)
|
Number
of
Shares
owned after
the
Offering (3)
|
Percent
of
Shares
owned after the Offering
|
|
Adam
M. Aron
|
Chairman
of the Board and Chief Executive Officer
|
597,144
|
150,300
|
446,844
|
1.18%
|
|
Martha
D. Rehm (4)
|
Senior
Vice President, General Counsel and Secretary
|
125,537
|
40,000
|
85,537
|
*
|
|
*
|
Represents
beneficial ownership of less than
1%.
|
|
1
|
For
each selling stockholder this includes (i) shares of our common
stock
owned as of February 1, 2006, (ii) shares of our common stock underlying
options which are exercisable within sixty (60) days of February
1, 2006
and restricted shares which vest within sixty (60) days of February
1,
2006 and (iii) shares of our common stock underlying options and
restricted shares issued under the Plan, regardless of whether
such
options are exercisable within sixty (60) days of February 1, 2006
and
whether such restricted shares vest within sixty (60) days of February
1,
2006.
|
|
2
|
Represents
the number of shares underlying options and restricted shares granted
under the Plan to such person.
|
3 Assumes
the sale of all shares eligible to be sold.
|
4
|
As
disclosed on a Form 8-K filed on October 18, 2005, Ms. Rehm has
entered
into an Exchange Act Rule 10b5-1 trading plan with a broker to
exercise
employee stock options (covering a specified number of shares as
described
in the plan and the Form 8-K) issued under the Company’s equity-based
compensation plans and to sell the acquired common
stock.
|
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of the securities or passed upon the adequacy or
accuracy of the Prospectus or this Supplement. Any representation to the
contrary is a criminal offense.
______________________
This
Supplement is dated February 24, 2006