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Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
VAIL RESORTS, INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
91879Q109
-----------------------------------------------------
(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 1997
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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
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).
SEC 1746 (12-91)
Schedule 13D (continued)
CUSIP No. 91879Q109 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,413,100
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,413,100
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Vail Resorts, Inc.
(b) Address of Issuer's Principal Executive Offices:
Post Office Box 7
c/o Anacoda Towers
Vail, CO 81658
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
During the last five years, Ronald Baron has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Ronald Baron was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating such
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns no shares of the issuer directly.
2,971,600 shares were purchased for an aggregate purchase
price of $60,221,961 for the accounts of two investment
companies registered under the Investment Company
Act of 1940, Baron Asset Fund and Baron Growth & Income Fund,
(the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"),
a registered investment adviser which is controlled by Ronald Baron.
An additional 441,500 shares were purchased for an aggregate
purchase price of $8,757,649 for the accounts of investment
advisory clients of Baron Capital Management, Inc. ("BCM") a
registered investment adviser controlled by Ronald Baron.
All of those shares were paid for by cash in the accounts of the
investment companies and advisory clients.
Page 4 of 7 Pages
Item 4. Purpose of Transaction
The securities referred to herein were acquired in the ordinary
course of business and were not acquired for the purpose of and
do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes
or effect. Filing Person reserves the right to discuss management
and other proposals with other persons.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i)3,413,100 shares in his capacity as a
controlling person of BAMCO and BCM. Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) no shares
personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
3,413,100
(iii) sole power to dispose or to direct the disposition:
0
(iv) shared power to dispose or direct the disposition:
3,413,100
Reporting Person may be deemed to share power to vote and
dispose of shares referred to herein as a result of his
control of the investment advisers for whose advisory clients
he is reporting. He may be deemed to have sole power to vote
and direct the disposition of the shares referred to above to
by reason of being a general partner of the Partnerships.
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund owns 2,842,100 (8.5%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
By virtue of their investment advisory agreements with their
clients, BCM and BAMCO have been given the discretion to
dispose or direct the disposition of the securities in the
advisory accounts. All such agreements are, however, revocable.
The advisory agreements for the Baron Funds have been approved
by their Board of Trustees. The agreements for the Baron Funds
are filed as exhibit 99 to Form N1-A for Baron Asset Fund and
are incorporated by reference herein. All the advisory
agreements are pursuant to a standard form, a copy of which is
filed herewith.
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: April 22, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 02-21-97 To 04-21-97
Acct Exec.
Date ID Trans Qty Price
- -------- ----- ----- ----- ---------
02-21-97 baf by 91,000 19.5259
02-21-97 bcm4 by 5,000 19.5259
02-21-97 bgi by 5,000 19.5259
02-24-97 baf by 230,900 19.1918
02-24-97 bcm4 by 15,000 19.1918
02-24-97 bcm4 by 6,000 19.1918
02-24-97 bcm4 by 30,000 19.1918
02-24-97 bcm4 by 5,000 19.1918
02-24-97 bcm4 by 5,000 19.1918
02-24-97 bcm4 by 20,000 19.0000
02-24-97 bgi by 30,000 19.1918
02-25-97 baf by 120,100 20.0674
02-25-97 bcm4 by 5,000 20.0674
02-25-97 bcm4 by 3,000 20.0674
02-25-97 bcm4 by 10,000 20.0674
02-25-97 bcm4 by 5,000 20.0674
02-26-97 baf by 44,000 21.2971
02-26-97 bcm4 by 1,500 21.2971
02-26-97 bcm4 by 5,000 21.2971
02-26-97 bcm4 by 2,500 21.2971
02-26-97 bgi by 3,300 21.2971
02-27-97 baf by 64,000 22.1066
02-27-97 bcm4 by 3,500 22.1066
02-27-97 bgi by 16,700 22.1066
02-28-97 baf by 55,000 22.0511
03-03-97 baf by 25,000 21.7500
03-04-97 baf by 20,000 21.5000
03-04-97 bcm4 by 7,000 21.5000
03-05-97 baf by 10,000 21.3654
03-05-97 bcm4 by 3,000 21.3654
03-06-97 baf by 15,000 21.2500
03-06-97 baf by 15,000 20.9643
03-06-97 bcm4 by 5,000 20.9643
03-06-97 bgi by 15,000 21.2500
03-06-97 bgi by 15,000 20.9643
03-07-97 baf by 20,000 20.7500
03-07-97 baf by 20,000 20.5625
03-10-97 baf by 47,500 20.6307
03-10-97 bcm4 by 5,000 20.6307
03-10-97 bcm4 by 8,000 20.3750
03-10-97 bcm4 by 5,000 20.7250
03-11-97 baf by 30,300 20.9175
03-11-97 baf by 30,000 21.0000
03-11-97 bcm4 by 7,500 20.8750
03-12-97 baf by 57,200 20.7555
03-12-97 bcm4 by 900 21.0000
03-12-97 bcm4 by 2,900 21.0000
03-13-97 baf by 30,000 20.3125
03-13-97 baf by 68,300 20.2986
03-13-97 bcm4 by 700 20.3750
03-13-97 bcm4 by 2,200 20.3750
03-13-97 bcm4 by 5,000 20.2986
03-13-97 bgi by 10,000 20.2986
03-14-97 baf by 10,700 20.3505
03-14-97 baf by 10,000 20.6250
03-14-97 baf by 20,000 20.5000
03-14-97 baf by 1,500 20.5000
03-17-97 baf by 20,000 20.1250
03-17-97 baf by 47,000 20.1250
03-17-97 bcm4 by 300 20.1250
03-17-97 bcm4 by 1,000 20.1250
03-17-97 bgi by 10,000 20.1250
03-18-97 baf by 27,000 20.3339
03-18-97 baf by 20,000 20.2594
03-19-97 baf by 26,800 20.7705
03-19-97 bgi by 2,500 20.7705
03-20-97 baf by 10,000 20.5000
03-20-97 bcm4 by 25,000 20.5000
03-21-97 baf by 1,000 20.6250
03-21-97 baf by 20,000 20.4875
03-21-97 baf by 3,100 20.6250
03-21-97 bcm4 by 4,000 20.6250
03-21-97 bcm4 by 2,000 20.6250
03-21-97 bcm4 by 5,000 20.6250
03-21-97 bcm4 by 5,000 20.6250
03-24-97 baf by 1,600 20.7500
03-26-97 baf by 10,000 20.5000
03-26-97 baf by 13,000 20.3692
03-26-97 bcm4 by 5,000 20.5000
03-27-97 baf by 25,000 20.3100
03-31-97 baf by 10,000 19.9375
03-31-97 baf by 5,000 19.4549
04-01-97 baf by 10,000 19.1250
04-01-97 bcm4 sl 5,000 19.0000
04-01-97 bcm4 by 5,000 19.0000
04-01-97 bcm4 by 2,000 19.0000
04-02-97 baf by 25,000 18.4052
04-02-97 bcm4 by 4,000 18.4052
04-03-97 baf by 167,000 17.3750
04-03-97 baf by 20,800 17.5553
04-03-97 baf by 25,000 17.8250
04-03-97 bcm4 by 5,000 17.3750
04-03-97 bcm4 by 3,000 17.3750
04-03-97 bcm4 by 10,000 17.3750
04-04-97 bcm4 by 2,000 18.7269
04-04-97 bcm4 by 2,000 18.7269
04-04-97 bcm4 by 700 17.5000
04-04-97 bcm4 by 2,300 17.5000
04-04-97 bcm4 by 1,400 18.7269
04-07-97 baf by 25,300 19.1637
04-07-97 bcm4 by 2,000 19.1637
04-07-97 bcm4 by 7,500 19.1637
04-07-97 bcm4 by 3,600 19.1637
04-08-97 baf by 10,900 19.5342
04-08-97 bcm4 by 5,000 19.5342
04-08-97 bcm4 by 6,000 19.5342
04-09-97 baf by 19,500 19.8500
04-09-97 baf by 32,000 19.9727
04-09-97 bcm4 by 3,000 19.8500
04-09-97 bcm4 by 2,500 19.8500
04-10-97 bcm4 by 2,000 20.0000
04-10-97 bcm4 by 2,500 20.0000
04-10-97 bcm4 by 2,000 20.0000
04-10-97 bcm4 by 1,000 20.0000
04-10-97 bgi by 1,600 20.0000
04-11-97 baf by 70,500 19.4520
04-11-97 baf by 10,000 19.3750
04-14-97 baf by 42,500 19.1324
04-15-97 baf by 38,000 19.5000
04-15-97 bgi by 5,400 19.3519
04-16-97 baf by 19,800 19.2500
04-16-97 baf by 33,000 19.2500
04-16-97 baf by 25,000 19.2500
04-16-97 bcm4 by 15,000 19.2500
04-17-97 baf by 13,000 19.2500
04-17-97 baf by 13,200 19.2610
04-17-97 bcm4 by 5,000 19.2610
04-17-97 bcm4 by 19,000 19.2500
04-17-97 bcm4 by 2,000 19.2500
04-18-97 baf by 10,000 19.3750
04-18-97 baf by 2,900 19.0905
04-18-97 baf by 85,600 18.9060
04-18-97 bcm4 by 10,000 19.3437
04-21-97 baf by 13,400 19.0000
04-21-97 baf by 44,700 18.8619
04-21-97 bcm4 by 3,000 18.8619