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
6, 2006
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Vail
Resorts, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-9614
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51-0291762
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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390
Interlocken Crescent, Suite 1000,
Broomfield,
Colorado
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80021
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(303)
404-1800
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Not
applicable
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(Former
name or former address, if changed since last report)
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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:
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[
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Written communications pursuant to Rule 425 under the Securities
Act
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[
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Soliciting materials pursuant to Rule 14a-12 under the Exchange
Act
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[
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
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[
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item
1.02. Termination
of a Material Definitive Agreement.
In
connection with Martha D. Rehm’s separation agreement and mutual general
release, as described under Item 5.02 below, which description is incorporated
by reference into this Item 1.02, Ms. Rehm’s employment agreement with Vail
Resorts, Inc. (the “Company”), dated May 10, 1999, as amended on April 8, 2004
(collectively, the “Employment Agreement”), was superseded.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On
December 7, 2006, the Company entered into a separation agreement and mutual
general release with Martha D. Rehm, Executive
Vice President, General Counsel and Secretary of the Company,
pursuant
to which Ms. Rehm and the Company agreed to an effective separation date of
March
31,
2007 or such earlier date as the Company may determine. The
separation agreement and mutual general release provides that the Company will
pay Ms. Rehm $512,128 in a single lump sum payment six months after her final
date of employment, subject to statutory and authorized deductions. Such payment
is comprised of twelve months of Ms. Rehm’s base salary, a prorated share of Ms.
Rehm’s full target bonus for the Company’s fiscal year started August 1, 2006,
and club membership dues payable by Ms. Rehm through September 30, 2007. If
Ms.
Rehm’s final date of employment is prior to March 31, 2007, she will also be
entitled to receive salary from her final date of employment through March
31,
2007, payable in a lump sum six months after her final date of employment.
The
Company will also pay Ms. Rehm’s COBRA health insurance premiums for the period
from the final date of employment until March 31, 2008. The separation agreement
and mutual general release also contains a (i) mutual release and waiver by
both
parties for matters pertaining to or arising out of Ms. Rehm’s employment and
(ii) provisions related to the non-disclosure of confidential information,
the
non-solicitation of certain employees and mutual non-disparagement. The
separation agreement and mutual general release replaces and supersedes in
its
entirety Ms. Rehm’s Employment Agreement, which has been previously filed by the
Company.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release, dated December 6,
2006.
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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:
December 7, 2006
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Vail
Resorts, Inc.
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By:
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/s/
Jeffrey W. Jones
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Jeffrey
W. Jones
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Senior
Executive Vice President and Chief Financial
Officer
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
Release, dated December 6, 2006.
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Exhibit
99.1
Vail
Resorts, Inc.
News
Release
For
Immediate Release
Media
Contacts:
Kelly
Ladyga, (303) 404-1862, kladyga@vailresorts.com
VAIL
RESORTS ANNOUNCES CHANGE IN GENERAL COUNSEL LEADERSHIP
BROOMFIELD,
Colo.—Dec.
6,
2006—Vail Resorts, Inc. (NYSE:MTN) today announced that Martha Dugan Rehm, its
executive vice president and general counsel, will be ending her eight-year
tenure at the Company. Rehm will remain in her position until March 31, 2007,
to
provide a smooth transition to the new general counsel.
“Martha
has been integral in managing and overseeing many of the Company’s corporate
transitions over the past year, which has been critical to our recent success.
I
appreciate her dedication to the Company during that time,” said Rob Katz, chief
executive officer of Vail Resorts. “I want to thank Martha for her many
contributions in a wide range of areas during her time with the Company and
the
high level of professionalism she brought. I also appreciate her willingness
to
transition the position and all of its responsibilities to a new general
counsel. I wish her all the best in her future endeavors.”
The
Company announced it will begin a search for a new general counsel.
About
Vail Resorts
Vail
Resorts, Inc. is the leading mountain resort operator in the United States.
The
Company's subsidiaries operate the mountain resorts of Vail, Beaver Creek,
Breckenridge and Keystone in Colorado, Heavenly in California and Nevada,
and
the Grand Teton Lodge Company in Jackson Hole, Wyo. The Company's subsidiary,
RockResorts, a luxury resort hotel company, manages casually elegant properties
across the United States. Vail Resorts Development Company is the real estate
planning, development and construction subsidiary of Vail Resorts, Inc. Vail
Resorts is a publicly held company traded on the New York Stock Exchange
(NYSE:
MTN). The Vail Resorts company website is www.vailresorts.com and consumer
website is www.snow.com.