Snowdance, Inc.
Proposed Ticker:SNO Route 44
Exchange:American Stock Exchange Brownsville, VT 05037
Industry:Service (SIC Code 7011) (802) 484-7000
# of Employees:75

Filing Information
Type of Shares:Common Shares Filing Date:8/11/97
U.S. Shares Filed:800,000 Filing Range:$9.00 - $11.00
Non-U.S. Shares Filed:0 Offering Amount: $8,000,000
Primary Shares:800,000 Expenses:$780,000
Secondary Shares:0 Shares Out After:3,300,000

Primary Underwriting Group
ManagerTierPhone
Josephthal Lyon & Ross, Inc.Lead Manager (212) 907-4545

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Sonnenschein Nath & Rosenthal
Bank's Law Firm: Orrick, Herrington & Sutcliffe
Auditor: Deloitte & Touche
Registrar/Transfer Agent: Continental Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$3.98$1.99$1.62Assets:$1.53
Net Income:-$1.50$0.26-$0.18Curr Assets:$0.27
EPS:-$0.75$0.13-$0.09Liabilities:$3.32
Prior EPS:-$0.29$0.06-$0.13Curr Liabilities:$0.89
Cash Flow/Oper:-$1.09-$0.04$0.34Equity:-$1.79
Cash Flow/Fin:$1.03$0.00-$0.01Cash:$0.05
Cash Flow/Inv:-$0.03$0.00Working Cap:-$0.62

Business Description
The company owns and operates one of the premier fully-integrated, all-season mountain resorts in New England, comprised of approximately 750 acres, including the Ascutney Mountain ski area located in Brownsville, Vermont. The Ascutney Mountain Resort (the "Resort") is a four-season, destination resort that includes the ski area, a 212-room hotel (the fourth largest resort hotel in Vermont), an approximately 18,000 square foot comprehensive sports and fitness center, a three-story base lodge, a ski and rental shop, four restaurants, approximately 30,000 square feet of conference facilities, and 17 slope-side condominium units to be leased from the present owners, all set in a New England style village. While the Resort offers many of the benefits provided by larger ski facilities, it also retains a family-oriented, friendly atmosphere. The Company provides a comprehensive destination resort experience by combining quality ski facilities and resort services, including convenient ski-on/ski-off lodging, with attractive four-season amenities. The Resort attracts guests primarily due to its affordable family-oriented vacations in a self-contained resort village with easy accessibility from most major metropolitan areas in the northeastern United States. In 1995, Ascutney Mountain ski area was ranked among the top three ski resorts for value and the top four ski resorts for families, in the eastern United States, by Skiing magazine.

Competition
The ski industry is highly competitive. The Company competes with mountain resort areas in the United States, Canada and Europe for both destination and day skiers, including mountain resorts in Vermont (many of which have greater financial resources, greater namerecognition and a greater share of the market). The Company also competes with other leisure industry companies, including warm weather resorts, for the vacation guest. The Company's major North American competitors include the major New England ski areas, Colorado and Utah mountain resorts, the Lake Tahoe mountain resorts in California and Nevada, the Quebec mountain resorts and the major ski areas in the Canadian Rockies. Many of the Company's current competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial and marketing resources than the Company. The Company believes that the Resort is one of a relatively small number of ski areas in North America able to attract both the day skier and the destination guest by providing a comprehensive vacation experience. The competitive position of the Resort is dependent upon many diverse factors such as proximity to major metropolitan areas, prevailing weather conditions, availability and cost of transportation to the Resort, pricing of ski services offered, snowmaking capabilities, type and quality of skiing offered, duration of the ski season, the number, quality and price of related services and lodging facilities, and the reputation of the Resort. Additionally, as the Company through the Future Joint Venture develops the VOI program at the Resort, it may experience significant competition for customers and for qualified personnel from other entities engaged in the business of resort development, sales and operations, including vacation interval ownership, condominiums, hotels and motels. Beginning in 1984 with the successful entry of Marriott International, Inc. into the VOI business, many of the world's leading lodging and hospitality companies have begun to develop and sell VOIs. Major companies which now operate or are developing VOI resorts include The Walt Disney Corporation, Hilton Hotels Corporation, Hyatt Corporation, Four Seasons Hotels and Inter-Continental Hotels and Resorts. These companies possess significantly greater financial, marketing, personnel and other resources than those of the Company. Nevertheless, the vacation ownership industry remains highly fragmented with many of North America's vacation ownership resorts owned and operated by small, regional companies. Furthermore, there are other hotels and vacation resorts in the Company's market that provide competitive alternatives to the purchase of a VOI at the Resort.

Business Plan
The Company plans to continue to enhance the skiing experience at the Resort through major upgrades to the ski lifts, snowmaking, grooming and trail systems. Principal improvements include the addition of one new high-speed quad chairlift as well as the relocation of one of the existing chairlifts, increasing the mountain's total uphill capacity by more than 45% to approximately 6,350 skiers per hour. In addition, the Company plans to increase snowmaking capabilities, bringing coverage to approximately 95% of Mt. Ascutney's skiable terrain.

Use of Proceeds
The proceeds from the proposed offering will be to upgrade its ski lifts, snowmaking, grooming and retail systems, develop the Resort's real estate, purchase mountain equipment, make hotel and resort improvements, retire certain debt, and working capital and general corporate purposes including possible acquistions.

Principal and Selling Shareholders
Name of Shareholder% Owned
Before
% Owned
After
Susan D. Plausteiner80.00%60.60%
Steven H. Plausteiner80.00%60.60%
Skyline Partners, L.P.20.00%15.20%
Dan Purjes20.00%15.20%
Note: Represents ownership of 5% or more prior to the offering.
Executive Officers and Directors
Officer NameTitleAge
Steven H. PlausteinerChairman of the Board and Chief Executive Officer37
Dusan PlausteinerDirector and Chief Operating Officer63
Susan D. PlausteinerDirector, Chief Financial Officer and Secretary37

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