4 1 form4ohcp-mgp.txt STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP ------------------------------ OMB APPROVAL ------------------------------ OMB Number 3235-0287 Expires: December 31, 2001 Estimated average burden hours per response ....... 0.5 ------------------------------ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [_] Check this box if no longer subject of Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print of Type responses) ================================================================================ 1. Name and Address of Reporting Person* OHCP MGP, LLC -------------------------------------------------------------------------------- (Last) (First) (Middle) 201 Main Street, Suite 2415 -------------------------------------------------------------------------------- (Street) Fort Worth TX 76102 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol American Skiing Company/ SKI ================================================================================ 3. IRS or Social Security Number of Reporting Person (Voluntary) ================================================================================ 4. Statement for Month/Year 8/2001 ================================================================================ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below) ================================================================================ 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [_] Form filed by more than one Reporting Person ================================================================================ TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED ================================================================================

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. (Over) SEC 1474 (3-99) FORM 4 (continued) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) ================================================================================

Explanation of Responses: (1) See attached page. (2) The Reporting Person is the general partner of OHCP GenPar, L.P., and may be deemed to beneficially own the securities held indirectly by such person in its capacity of general partner of Oak Hill Capital Partners, L.P. and Oak Hill Capital Management Partners, L.P.. The Reporting Person disclaims beneficial ownership of such securities in excess of its direct or indirect interest in the profits or capital accounts of OHCP GenPar, L.P., Oak Hill Capital Partners, L.P. and Oak Hill Capital Management Partners, L.P. and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities in excess of such amount. (3) May be deemed to be a derivative security. (4) These securities are owned directly by OHCP Ski, L.P., and may be deemed to be beneficially owned by Oak Hill Capital Partners, L.P., as the general partner of OHCP, Ski, L.P. The Reporting Person disclaims beneficial ownership of such securities in excess of its direct or indirect interest in the profits or capital accounts of OHCP Ski, L.P. and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities in excess of such amount. The Reporting Person may be deemed a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock. However, the Reporting Person disclaims such group membership, and this report shall not be deemed an admission that the reporting person is a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock for purposes of Section 16 or for any other purpose. OHCP MGP, LLC /s/ John R. Monsky September 5, 2001 ---------------------------------------- ------------------------- **Signature of Reporting Person Date Name: John R. Monsky Title: Vice President **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. (Page 2) CONTINUATION SHEET TO FORM 4 -------------------------------------------------------------------------------- (1) On August 31, 2001, Oak Hill Capital Partners, L.P. ("OHCP"), Oak Hill Capital Management Partners, L.P. ("OHCMP"), Oak Hill Securities Fund, L.P. ("OHSF"), Oak Hill Securities Fund II, L.P.("OHSF II"), OHCP Ski, L.P. ("OHCPS" and together with OHCP, OHCMP, OHSF and OHSF II, the "Oak Hill Group") (A) funded $1,250,000 of additional tranche C loans under the Second Amended and Restated Credit Agreement, dated as of July 31, 2000, by and between American Skiing Company Resort Properties, Inc. ("ASCRP"), the lenders party thereto and Fleet National Bank, N.A. as agent (in addition to the $1,250,000 advanced on July 13, 2001) , (B) paid $12,500,000 in cash to the American Skiing Company (the "Issuer"), (C) irrevocably committed to pay $1,000,000 in cash to the Issuer on or before September 13, 2001, (D) committed to provide a guarantee of the obligations of Heavenly Valley LP under a capital lease acceptable to the Oak Hill Group, the Issuer and Heavenly Valley LP, covering certain gondola towers, cars and related equipment and assets servicing the Heavenly resort, such guarantee having a maximum aggregate liability of $14,000,000, (E) irrevocably waived and relinquished all rights, powers and preferences as holder of 8.5% Series B Convertible Participating Preferred Stock (other than certain voting rights), and (F) terminated the Securities Purchase Agreement, dated July 31, 2000 among the Issuer, ASCRP and OHCP, pursuant to which the Issuer had agreed to issue and sell to OHCP a warrant to purchase 6,000,000 shares of Common Stock of the Issuer (the "Common Stock"). In return, (X) the Oak Hill Group received an aggregate of 40,000 shares of 12% Series C-1 Convertible Participating Preferred Stock of the Issuer, 139,453 shares of 15% Series C-2 Preferred Stock, $12,500,000 aggregate principal amount of 11.3025% Junior Subordinated Convertible Notes due 2007 and (Y) the Issuer irrevocably committed to issue 1,000,000 shares of Common Stock to the Oak Hill Group on or before September 13, 2001. On September 5, 2001, the transactions described in clauses (C) and (Y) occurred.

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