===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-Q

 (Mark One)
    [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended July 28, 2000

                                       OR

    [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       Commission File Number: 333-26091

                         BOOTH CREEK SKI HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                         84-1359604
         (State or Other Jurisdiction            (I.R.S. Employer
       of Incorporation or Organization)      Identification Number)

       1000 South Frontage Road West,                  81657
                  Suite 100                         (Zip Code)
               Vail, Colorado
       (Address of Principal Executive
                   Offices)

                                 (970) 476-1311
              (Registrant's Telephone Number, Including Area Code)


     Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act of
1934  during the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports), and (2) has been subject to such
filing  requirements  for the past 90 days.  Yes[X] No[ ]

     As of  August 25,  2000,  the  number  of  shares  outstanding  of  the
registrant's  Common  Stock,  par  value  $.01 per  share,  was  1,000  shares.

===============================================================================
<PAGE>

                         TABLE OF CONTENTS



Item                                                        Page Number

                  PART I - FINANCIAL INFORMATION

 1.   Financial Statements....................................    1

 2.   Management's Discussion and Analysis of Financial
      Condition and Results of Operations.....................    9

 3.   Quantitative and Qualitative Disclosures about
      Market Risk.............................................   18

                    PART II - OTHER INFORMATION

 1.   Legal Proceedings.......................................   19

 5.   Other Information.......................................   21

 6.   Exhibits and Reports on Form 8-K........................   21

Signatures....................................................   22
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                         BOOTH CREEK SKI HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
               (In thousands, except share and per share amounts)


                                                    July 28,     October 29,
                                                      2000           1999
                                                --------------- ---------------
                  ASSETS                          (Unaudited)

Current assets:
  Cash .......................................  $           852 $           461
  Accounts receivable, net of allowance of
   of $47 and $65, respectively...............            1,215           1,709
  Insurance proceeds receivable...............            6,600           1,799
  Inventories ................................            2,001           2,786
  Prepaid expenses and other current
   assets ....................................              727           1,032
                                                --------------- ---------------
Total current assets .........................           11,395           7,787

Property and equipment, net ..................          144,448         152,316
Real estate held for development and sale ....            9,074           8,851
Deferred financing costs, net of
  accumulated amortization of $3,881 and
  $3,078, respectively .......................            5,570           6,071
Timber rights and other assets ...............            7,840           7,246
Goodwill, net of accumulated amortization
  of $8,353 and $6,581, respectively .........           26,136          28,075
                                                --------------- ---------------
Total assets .................................  $       204,463 $       210,346
                                                =============== ===============

   LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
  Senior credit facility ....................   $        10,947 $        23,035
  Current portion of long-term debt .........             1,475           1,468
  Accounts payable and accrued liabilities ..            31,863          28,593
                                                --------------- ---------------
Total current liabilities ...................            44,285          53,096

Long-term debt ..............................           136,682         136,483

Other long-term liabilities .................                25              50

Commitments and contingencies

Preferred stock of subsidiary; 28,000
  shares authorized, 14,000 shares issued
  and outstanding at July 28, 2000
  (17,000 shares at October 29, 1999);
  liquidation preference and redemption
  value of $1,763 at July 28, 2000 ..........             1,763           2,133

Shareholder's equity:
  Common stock, $.01 par value; 1,000
   shares authorized, issued and
   outstanding ..............................                 -               -
  Additional paid-in capital ................            72,000          72,000
  Accumulated deficit .......................           (50,292)        (53,416)
                                                --------------- ---------------
Total shareholder's equity ..................            21,708          18,584
                                                --------------- ---------------
Total liabilities and shareholder's
  equity ....................................   $       204,463 $       210,346
                                                =============== ===============


                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)


                                Three Months Ended          Nine Months Ended
                               ---------------------      ---------------------
                               July 28,    July 30,       July 28,    July 30,
                                 2000        1999           2000        1999
                               ---------   ---------      ---------   ---------
                                                  (Unaudited)
Revenue:
  Resort operations..........     $4,331      $4,113       $113,615    $107,203
  Real estate and other......        748         332          1,593         332
                               ---------   ---------      ---------   ---------
Total revenue................      5,079       4,445        115,208     107,535

Operating expenses:
  Cost of sales - resort
   operations................      6,779       6,835         62,398      66,102
  Cost of sales - real estate
   and other.................        375         198            708         198
  Depreciation and depletion.      5,180       4,750         15,204      14,353
  Amortization of goodwill and
   other intangible assets...        601         596          1,807       1,786
  Selling, general and
   administrative expense....      3,867       4,072         17,472      17,938
                               ---------   ---------      ---------   ---------
Total operating expenses.....     16,802      16,451         97,589     100,377
                               ---------   ---------      ---------   ---------
Operating income(loss).......    (11,723)    (12,006)        17,619       7,158


Other expense:
  Interest expense...........     (4,582)     (4,724)       (13,823)    (14,412)
  Amortization of deferred
  financing costs............       (328)       (227)          (803)       (863)
  Gain on sale of Grand
  Targhee....................        389           -            389           -
  Other expense..............        (96)        (20)          (117)       (195)
                               ---------   ---------      ---------   ---------
  Total other income
  (expense),net..............     (4,617)     (4,971)       (14,354)    (15,470)
                               ---------   ---------      ---------   ---------

Income(loss)before minority
   interest..................    (16,340)    (16,977)         3,265      (8,312)

Minority interest............        (42)        (54)          (141)       (168)
                               ---------   ---------      ---------   ---------
Net income(loss).............  $ (16,382)   $(17,031)        $3,124     $(8,480)
                               =========   =========      =========   =========

                            See accompanying notes.
<PAGE>
                         BOOTH CREEK SKI HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                       Nine Months Ended
                                                -------------------------------
                                                  July 28,           July 30,
                                                    2000               1999
                                                -------------     -------------
                                                          (Unaudited)

Cash flows from operating activities:
Net income(loss)...............................   $   3,124         $  (8,480)
Adjustments to reconcile net income(loss) to
  net cash provided by operating activities:
   Depreciation and depletion..................      15,204             14,353
   Amortization of goodwill and other
    intangible assets .........................       1,807              1,786
   Noncash cost of real estate sales ..........         351                 -
   Amortization of deferred financing costs ...         803                863
   Minority interest ..........................         141                168
   Gain on sale of Grand Targhee resort........        (389)                -
   Changes in operating assets and liabilities,
   net of divestiture:
    Accounts receivable .......................         348                238
    Insurance proceeds receivable..............      (4,801)                -
    Inventories ...............................         499              1,700
    Prepaid expenses and other current assets..         203                326
    Accounts payable and accrued liabilities...       2,858             10,660
    Other long-term liabilities ...............         (25)               (95)
                                                -------------     -------------
Net cash provided by operating activities......      20,123             21,519

Cash flows from investing activities:
Capital expenditures for property and
 equipment ....................................     (14,533)           (12,107)
Proceeds on sale of Grand Targhee resort.......      11,422                 -
Acquisition of businesses .....................           -               (661)
Capital expenditures for real estate
 held for development and sale ................        (574)            (1,142)
Other assets ..................................        (576)              (780)
                                                -------------     -------------
Net cash used in investing activities .........      (4,261)           (14,690)

Cash flows from financing activities:
Net repayments of senior credit facility ......     (12,088)            (3,836)
Principal payments of long-term debt ..........      (2,570)            (1,584)
Deferred financing costs ......................        (302)              (506)
Purchase of preferred stock of subsidiary
 and payment of dividends .....................        (511)              (544)
                                                -------------     -------------
Net cash used in financing activities .........     (15,471)            (6,470)
                                                -------------     -------------
Increase in cash ..............................         391                359

Cash at beginning of period ...................         461                625
                                                -------------     -------------
Cash at end of period ......................... $       852       $        984
                                                =============     =============

                            See accompanying notes.
<PAGE>

                         BOOTH CREEK SKI HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 July 28, 2000


1. Organization, Basis of Presentation and Summary of Significant Accounting
Policies

     Booth Creek Ski Holdings,  Inc.  ("Booth Creek") owns and operates various
ski  resorts,  including  Northstar-at-Tahoe   ("Northstar"),   Sierra-at-Tahoe
("Sierra"),  Bear Mountain,  Waterville  Valley,  Mt.  Cranmore,  the Summit at
Snoqualmie (the "Summit") and Loon Mountain.  Booth Creek also conducts certain
real estate development activities, primarily at Northstar.

     The consolidated  financial statements include the accounts of Booth Creek
and its subsidiaries  (collectively referred to as the "Company").  Booth Creek
owns all of the common stock of its  subsidiaries.  Ski Lifts,  Inc. (the owner
and  operator  of the  Summit)  has shares of  preferred  stock  owned by third
parties.  All  significant  intercompany  transactions  and balances  have been
eliminated.

     Booth Creek is a  wholly-owned  subsidiary of Booth Creek Ski Group,  Inc.
("Parent").

     The accompanying consolidated financial statements as of July 28, 2000 and
for the three and nine month  periods ended July 28, 2000 and July 30, 1999 are
unaudited,  but include all adjustments  (consisting only of normal,  recurring
adjustments) which, in the opinion of management of the Company, are considered
necessary for a fair presentation of the Company's  financial  position at July
28, 2000, and its operating results and cash flows for the three and nine month
periods  ended July 28,  2000 and July 30,  1999.  Due to the  highly  seasonal
nature of the Company's  business,  the results for the interim periods are not
necessarily  indicative of results for the entire year. Certain information and
footnote  disclosures normally included in annual financial statements prepared
in accordance with generally accepted  accounting  principles have been omitted
pursuant to generally  accepted  accounting  principles  applicable for interim
periods. Management believes that the disclosures made are adequate to make the
information  presented not  misleading.  The unaudited  consolidated  financial
statements  should  be read in  conjunction  with the  following  notes and the
Company's  consolidated financial statements and accompanying notes included in
the Company's  Annual Report on Form 10-K for the fiscal year ended October 29,
1999.

Sale of Grand Targhee

     On  March  21,  2000,   the  Company  and  GT   Acquisition  I,  LLC  ("GT
Acquisition"),  an entity  formed  and  controlled  by the  Chairman  and Chief
Executive  Officer of the  Company,  entered into an Asset  Purchase  Agreement
pursuant  to which  the  Company  agreed to sell to GT  Acquisition  all of the
assets  associated  with the Grand  Targhee  resort  for $11  million  in cash,
subject  to certain  adjustments.  The sale of the Grand  Targhee  resort to GT
Acquisition   was  consummated  on  June  20,  2000.  At  the  closing  of  the
transaction,  GT Acquisition also assumed all liabilities relating to the Grand
Targhee  resort.  The sale of the Grand Targhee resort resulted in an estimated
gain of $389,000 during the three and nine month periods ended July 28, 2000.

Reporting Periods

     The Company's  reporting  periods end on the Friday  closest to the end of
each month.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  generally
accepted  accounting  principles  requires  management  to make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements and
accompanying notes. Actual results could differ from those estimates.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


2. Insurance Proceeds Receivable

     For the 1999/00 ski season,  the Company  arranged for four  separate paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  its New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain), Bear Mountain and the Summit. The policies have a deductible for the
initial  decline  from  targeted  paid skier visit  levels,  coinsurance  for a
portion  of the next 10%  decline  in paid skier  visits,  and  stated  maximum
coverage  levels.  The policies provide  coverage for  substantially  all risks
relating to paid skier visit levels, including adverse weather conditions, road
and airport closures,  downturns in the economy,  strikes and most other events
that  reduce the  targeted  number of paid skier  visits.  In the  accompanying
consolidated  financial statements as of and for the nine months ended July 28,
2000,  the Company has recorded a receivable and resort  operating  revenues of
$6,600,000  for  expected  claims  proceeds  attributable  to the decline  from
targeted  paid skier  visits for the  1999/2000  season.  The Company has filed
claims under the Lake Tahoe,  New Hampshire and Bear Mountain  policies,  which
are subject to the review and approval of the insurance underwriters.

3. Accounts Payable and Accrued Liabilities

     Accounts payable and accrued liabilities consist of the following:

                                           July 28,        October
                                             2000         29, 1999
                                        --------------  --------------
                                                (In thousands)

     Accounts payable....................   $6,465        $10,072
     Accrued compensation and benefits...    3,564          3,279
     Taxes other than income.............      799          1,099
     Unearned   revenue   and   deposits
     - resort operations.................    5,240          9,887
     Unearned   revenue - real   estate
     operations..........................    7,050             -
     Interest............................    6,359          2,492
     Other...............................    2,386          1,764
                                        --------------  --------------
                                           $31,863        $28,593
                                        ==============  ==============

4. Financing Arrangements

Senior Credit Facility

     The total  maximum  borrowing  availability  under the  provisions  of the
Company's  Amended and Restated Credit Agreement (the "Senior Credit Facility")
is $25 million.  The final maturity date of the Senior Credit Facility is March
31,  2002.  The Senior  Credit  Facility  requires  that the  Company  not have
borrowings  thereunder in excess of $8 million,  in addition to certain amounts
maintained by the Company in certain  depository  accounts with Fleet  National
Bank, for a period of 60 consecutive days each year commencing between February
1 and  February  28.  Total  borrowings  outstanding  under the  Senior  Credit
Facility at July 28, 2000 were approximately $10.9 million, which bore interest
at an annual rate of 9.5% on such date.

Long-Term Debt

     As of July 28, 2000, the Company had outstanding  $133.5 million aggregate
principal amount of its senior debt securities (the "Senior Notes"). The Senior
Notes mature on March 15, 2007,  and bear interest at 12.5% per annum,  payable
semi-annually  on March 15 and September 15. The Senior Notes are redeemable at
the option of the  Company,  in whole or in part,  at any time after  March 15,
2002, with an initial  redemption price of 106.25%  declining through maturity,
plus accrued and unpaid interest to the redemption date.

     The Senior Notes are  unconditionally  guaranteed,  on an unsecured senior
basis, as to the payment of principal,  premium, if any, and interest,  jointly
and severally (the "Guarantees"), by all Restricted Subsidiaries of the Company
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(as defined in the Indenture)  having either assets or shareholders'  equity in
excess of $20,000 (the "Guarantors").  All of the Company's direct and indirect
subsidiaries  are Restricted  Subsidiaries,  except DRE, LLC. Each Guarantee is
effectively  subordinated to all secured  indebtedness  of such Guarantor.  The
Senior Notes are general senior  unsecured  obligations of the Company  ranking
equally  in  right of  payment  with  all  other  existing  and  future  senior
indebtedness of the Company and senior in right of payment to any  subordinated
indebtedness of the Company.

     The Senior Notes are  effectively  subordinated in right of payment to all
secured indebtedness of the Company and the Guarantors,  including indebtedness
under  the  Senior  Credit  Facility.   In  addition,   the  Senior  Notes  are
structurally  subordinated to any  indebtedness  of the Company's  subsidiaries
that are not Guarantors.  The indenture for the Senior Notes (the  "Indenture")
contains  covenants  for the benefit of the  holders of the Senior  Notes that,
among other  things,  restrict  the  ability of the Company and any  Restricted
Subsidiaries to: (i) incur additional indebtedness; (ii) pay dividends and make
distributions;   (iii)  issue  stock  of   subsidiaries;   (iv)  make   certain
investments;  (v)  repurchase  stock;  (vi)  create  liens;  (vii)  enter  into
transactions   with   affiliates,   (viii)   enter  into  sale  and   leaseback
transactions,  (ix) create  dividend or other  payment  restrictions  affecting
Restricted   Subsidiaries;   (x)  merge  or  consolidate  the  Company  or  any
Guarantors; and (xi) transfer and sell assets.

     The Guarantors are wholly-owned subsidiaries of Booth Creek and have fully
and  unconditionally  guaranteed the Senior Notes on a joint and several basis.
Booth Creek is a holding company and has no significant  operations,  assets or
cash flows separate from its investments in its subsidiaries.  In addition, the
assets,  equity,  income  and  cash  flow  of  DRE,  LLC,  Booth  Creek's  only
non-guarantor  subsidiary,  are  inconsequential and the membership interest in
DRE,  LLC is entirely  owned by Booth Creek.  Accordingly,  Booth Creek has not
presented  separate financial  statements and other disclosures  concerning the
Guarantors or its non-guarantor  subsidiary  because  management has determined
that such information is not material to investors.

     During the nine  months  ended July 28,  2000,  the Company  entered  into
long-term debt and capital lease obligations of approximately  $2.8 million for
the purchase of equipment.

5. Northstar Real Estate Sales

     On November 17, 1999, the Company,  through its  wholly-owned  subsidiary,
Trimont Land Company  ("TLC"),  consummated  the sale of certain  single family
development  property located at Northstar (the "Unit 7 and 7A Development") to
Trimont Land Holdings, Inc. ("TLH"), a wholly-owned subsidiary of Parent and an
affiliate of the Company,  for an aggregate sales price of $7,050,000,  subject
to adjustment as described  below. The  consideration  paid to TLC consisted of
$6,000,000  in cash and a  promissory  note (the "TLH  Note")  for a minimum of
$1,050,000.  Under the terms of the TLH Note,  TLC will  receive the greater of
(a)  $1,050,000  plus  accrued  interest  at 7% per annum,  or (b) the Net Cash
Proceeds of the resale of the lots within the Unit 7 and 7A  Development.  "Net
Cash Proceeds" is defined as gross proceeds received by TLH from the subsequent
resale of the lots,  after deduction for (1) the proceeds  applied to repay any
indebtedness  incurred by TLH in connection  with its financing of the purchase
of the lots, (2) any fees or other costs incurred by TLH in connection with its
financing of the purchase or sales of the lots, and (3) any corporate  overhead
costs incurred by TLH attributable to the purchase,  maintenance,  marketing or
sale of the lots.  The TLH Note is  prepayable  at any time,  and is due on the
earlier to occur of January  30, 2001 or the date on which the last of the lots
owned by TLH has been  sold.  Pursuant  to the terms of the  sale,  TLC has (1)
retained  the  obligation  to  complete  the  scheduled   construction  of  the
development in accordance with the tentative site development  plan, and (2) an
option to repurchase  the Unit 7 and 7A  Development  from TLH.  Northstar will
recognize revenue and related cost of sales for these real estate  transactions
upon the substantial completion of construction and the close of escrow for the
sales between TLH and third party buyers.

     The Company is involved in continuing discussions with East West Partners,
Inc., a Colorado based real estate  development  firm, for the proposed sale of
certain developmental real estate consisting of approximately 500 acres of land
at Northstar.  Any proposed transaction would be subject to a number of closing
conditions and  requirements,  including (1) required  consent of the Company's
lender under the Senior  Credit  Facility,  (2)  compliance  with the Company's
other debt  agreements,  (3) completion of title  evaluations  and  subdivision
requirements  to effect the  transfer  of the subject  property,  and (4) other
normal and customary closing conditions.
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


6. Income Taxes

     Due to the  Company's  lack of  profitable  history,  the tax  benefits of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses.  Accordingly,  during the nine months ended July 28, 2000, no
income tax provision has been provided.

7. Business Segments

     The Company currently operates in two business segments, Resort Operations
and Real Estate and Other. Data by segment is as follows:


                               Three Months Ended          Nine Months Ended
                             -----------------------    -----------------------
                              July 28,    July 30,        July 28,   July 30,
                                2000        1999            2000       1999
                             ----------  -----------    -----------  ----------
                                              (In thousands)
   Revenue:
    Resort operations....        $4,331      $4,113        $113,615     $107,203
    Real  estate  and
      other..............           748         332           1,593          332
                             ----------  -----------    -----------  -----------
                                 $5,079      $4,445        $115,208     $107,535
                             ==========  ===========    ===========  ===========

   Operating income:
    Resort operations....      $(11,911)   $(12,007)        $16,919       $7,157
    Real  estate  and
      other..............           188           1             700            1
                             ----------  -----------    -----------  -----------
                               $(11,723)   $(12,006)        $17,619       $7,158
                             ==========  ===========    ===========  ===========


                                                  July 28,     October 29,
                                                    2000           1999
                                                -------------  -------------
                                                       (In thousands)
   Identifiable assets:
    Resort operations..................           $182,789        $188,870
    Real estate and other..............             13,387          13,363
                                                -------------  -------------
                                                  $196,176        $202,233
                                                =============  =============
<PAGE>
                        BOOTH CREEK SKI HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


   A reconciliation of combined  operating income (loss) for Resort
Operations  and  Real  Estate  and  Other  to  consolidated  income
(loss) before minority interest is as follows:

                                 Three Months Ended       Nine Months Ended
                               ----------------------   --------------------
                                July 28,    July 30,    July 28,   July 30,
                                 2000         1999        2000       1999
                               ---------    ---------   ---------  ---------
                                               (In thousands)

   Operating income(loss) for
   reportable segments........  $(11,723)    $(12,006)    $17,619     $7,158
   Interest expense...........    (4,582)      (4,724)    (13,823)   (14,412)
   Amortization of deferred
   financing costs............      (328)        (227)       (803)      (863)
   Gain on sale of Grand
   Targhee resort.............       389            -         389          -
   Other expense..............       (96)         (20)       (117)      (195)

                               ---------    ---------   ---------  ---------
   Income(loss) before
   minority interest..........  $(16,340)    $(16,977)     $3,265    $(8,312)
                               =========    =========   =========  =========
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

     The discussion  and analysis below relates to the historical  consolidated
financial  statements and  historical  results of operations of the Company and
the liquidity and capital  resources of the Company.  The following  discussion
should be read in conjunction  with the consolidated  financial  statements and
related  notes  thereto  included  elsewhere  in  this  report.  The  following
discussion contains certain  forward-looking  statements that involve risks and
uncertainties.  The Company's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to the differences are
discussed in "Forward-Looking Statements" and elsewhere in this report.

General

     The  Company's ski  operations  are highly  sensitive to regional  weather
conditions and the overall  strength of the regional  economies in the areas in
which the Company operates.  The Company believes that the geographic diversity
of its resorts and the use of  extensive  snowmaking  technology  coupled  with
advanced trail grooming equipment, which together can provide consistent skiing
conditions,  can  partially  mitigate the risk of both  economic  downturns and
adverse weather  conditions in any given region.  However,  the Company remains
vulnerable to warm  weather,  heavy rains and drought and other types of severe
or  unusual  weather  conditions,  which can have a  significant  effect on the
operating revenues and profitability at any one of the Company's resorts.

     The  Company's  four  most   weather-sensitive   resorts,  Bear  Mountain,
Waterville  Valley,  Loon Mountain and Mt.  Cranmore,  have invested heavily in
snowmaking  capabilities  to provide  coverage on virtually all of their trails
and  have  been  open  for  skiing  at  least  145,  151,  159  and  119  days,
respectively,  during each of the last five ski seasons,  including the 1999/00
ski  season.  The  Company's  Northstar,  Sierra  and Summit  resorts  are less
weather-sensitive  based  on  their  historical  natural  snowfall,   averaging
approximately 326, 514 and 500 inches of snowfall,  respectively,  per year for
the past five ski  seasons.  As a result of their  historic  natural  snowfall,
their  snowmaking  capabilities  are  considerably  less extensive than at Bear
Mountain, Waterville Valley, Loon Mountain or Mt. Cranmore, and therefore, such
resorts are dependent upon early season snowfall to provide  necessary  terrain
for the important Christmas holiday period.

     The  Company's  results of  operations  are also highly  dependent  on its
ability  to  compete  in each of the large  regional  ski  markets  in which it
operates. At Northstar and Sierra,  approximately 70% of the 1999/00 ski season
total  skier  days  were  attributable  to  residents  of  the  San  Francisco,
Sacramento, Central California Valley and Lake Tahoe regions. At Bear Mountain,
more than 90% of the 1999/00 ski season total skier days were  attributable  to
residents of the Los Angeles and San Diego metropolitan  regions. At Waterville
Valley, Loon Mountain and Mt. Cranmore, more than 75% of the 1999/00 ski season
total  skier days were  attributable  to  residents  of  Massachusetts  and New
Hampshire,  with a large  percentage  of such  visitors  coming from the Boston
metropolitan  area. At the Summit,  the Company estimates that more than 90% of
the 1999/00 ski season total skier days were  attributable  to residents of the
Seattle/Tacoma metropolitan region.

     In addition to revenue  generated  from skiing  operations,  the Company's
resorts  generate  significant  revenue  from  non-ski  operations,   including
lodging,  conference  center  services,  health  and  tennis  clubs and  summer
activities such as mountain biking rentals and golf course fees. Moreover,  the
Company  generates  revenues  from real estate and timber  sales at  Northstar,
although the amount and timing of these revenues vary considerably.

     A significant  portion of total operating  costs at the Company's  resorts
are  variable,  consisting  primarily of retail and food service cost of sales,
utilities and labor expense.  These variable costs can fluctuate  significantly
based upon skier  days and  seasonal  factors.  With the  exception  of certain
management, marketing and maintenance personnel, all of the Company's employees
are compensated on an hourly basis.
<PAGE>

Results of Operations of the Company

     Overview

     The Company's results of operations are significantly  impacted by weather
conditions.  Northstar and Sierra  experienced  unseasonably  dry weather and a
lack of  natural  snowfall  during  November  and  December  of 1999.  However,
snowfall for these resorts  returned to more normal  levels during  January and
February of 2000. Bear Mountain  experienced a lack of natural snowfall through
mid  February  due to dry weather in Southern  California,  although  snowstorm
activity picked up  considerably in the second half of February and March.  The
Northeast  experienced variable  temperatures and a lack of significant natural
snowfall  through the middle of January 2000.  Conditions  began to improve for
the  Company's  New  Hampshire  resorts  in late  January,  and were  generally
favorable  in February and portions of March.  Accordingly,  weaker  conditions
negatively impacted terrain availability,  snowmaking conditions and skier days
at the  Company's  California  and New Hampshire  resorts  during the Company's
first fiscal quarter of 2000,  although there was  considerable  improvement in
the second quarter. The Summit experienced  generally favorable snow conditions
during the 1999/00 ski season. Grand Targhee had a delayed opening due to lower
than expected levels of natural snowfall through early December 1999.  However,
conditions  at Grand Targhee  during the  remainder of the 1999/00  season were
generally  favorable.  The Company  sold the assets  associated  with the Grand
Targhee resort on June 20, 2000.  The operations  relating to Grand Targhee are
included in the Company's operating results through such date.

     Three  Months  Ended July 28, 2000 as Compared to the Three  Months  Ended
July 30, 1999

     Total revenue for the three months ended July 28, 2000 was $5,079,000,  an
increase of $634,000,  or 14%, over the Company's revenues for the three months
ended July 30, 1999.  Revenues from resort  operations for the 2000 period were
$4,331,000,  an  increase  of  $218,000,  or  5%,  from  the  Company's  resort
operations  revenues  for the 1999 period.  The  increase in resort  operations
revenue was primarily due to improved summer  business at Northstar,  partially
offset by the impact of the sale of the Grand  Targhee  resort on June 20, 2000
and lower sales at Loon  Mountain in the 2000 period due to  unseasonably  cool
and wet summer  weather  in the  Northeast  and the timing of a special  event.
Revenues  from real estate sales were  $211,000 for the three months ended July
28,  2000 due to the sale of the  final lot  within  Phases 4 and 4A of the Big
Springs  development at Northstar.  Timber operations  contributed  revenues of
$537,000 in the 2000 period as compared to $332,000 in the 1999 period.

     Cost of sales for resort  operations  for the three  months ended July 28,
2000 were  $6,779,000,  a decrease of  $56,000,  or 1%, as compared to the 1999
period. Selling,  general and administrative expense for the three months ended
July 28, 2000 was $3,867,000, a decrease of $205,000, or 5%, as compared to the
1999  period.  The  Company's  continued  focus on cost  containment  and lower
corporate costs were the principal  contributors to the reductions in operating
costs and selling,  general and administrative expense. Resort operations costs
were also  lower due to the effect of the sale of the Grand  Targhee  resort on
June 20, 2000.

     Cost of sales for real estate and timber  operations  for the three months
ended July 28, 2000 were $375,000  (including noncash cost of real estate sales
of $20,000),  an increase of $177,000  over the 1999 period.  Increased  timber
harvesting and higher  associated  harvesting  costs were the primary causes of
the increase.

     Interest  expense  for the  three  months  ended  July  28,  2000  totaled
$4,582,000,  a decrease of $142,000 from the Company's interest expense for the
three  months ended July 30,  1999.  The  decrease in interest  expense was the
result of lower borrowing  levels under the Company's  Senior Credit  Facility,
offset by slightly higher borrowing rates.

     Due to the  Company's  lack of  profitable  history,  the tax  benefits of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses. Accordingly,  during the three months ended July 28, 2000, no
income tax benefit has been provided.

     "EBITDA" represents income from operations before depreciation,  depletion
and amortization expense and the noncash cost of real estate sales. EBITDA loss
for the three  months ended July 28, 2000 was  $5,922,000,  an  improvement  of
$738,000, or 11%, from the EBITDA loss of $6,660,000 for the three months ended
July 30, 1999.
<PAGE>

     Nine Months  Ended July 28, 2000 as Compared to the Nine Months Ended July
30, 1999

     Total revenue for the nine months ended July 28, 2000 was $115,208,000, an
increase of $7,673,000,  or 7%, over the Company's revenues for the nine months
ended July 30, 1999.  Revenues from resort operations for the nine months ended
July 28, 2000 were $113,615,000,  an increase of $6,412,000, or 6%, as compared
to the 1999 period. Revenues from real estate and other operations for the nine
months  ended July 28,  2000 were  $1,593,000,  which  reflects  the closing of
escrow  on the  final  four  lots  within  Phases  4 and 4A of the Big  Springs
development at Northstar and timber sales of $537,000.

     For the 1999/00 ski season, the Company introduced new attractively priced
season pass products at Sierra, Bear Mountain, Waterville Valley, Mt. Cranmore,
Loon Mountain,  the Summit and Grand Targhee,  which were designed to stimulate
demand,  attract greater market share and take advantage of off-peak  capacity.
This  initiative  resulted in an increase of  approximately  $7,400,000  in the
total amount of season pass products sold for the 1999/00  season when compared
to the 1998/99 season.

     Due to the unfavorable weather and terrain conditions  experienced by most
of the Company's  resorts during the first half of the 1999/00 ski season,  the
Company experienced  significant declines in total skier visits for the 1999/00
season as compared to the 1998/99  season.  Total skier  visits for the 1999/00
season  were  2,287,000,  a decrease of 146,000  skier  visits from the 1998/99
season.

     For the 1999/00 ski season,  the Company  arranged for four  separate paid
skier visit insurance  policies covering its Lake Tahoe resorts  (Northstar and
Sierra),  the New Hampshire resorts  (Waterville  Valley, Mt. Cranmore and Loon
Mountain),  Bear  Mountain  and the Summit.  For the nine months ended July 28,
2000,  the Company has recorded a receivable and resort  operating  revenues of
$6,600,000  for  expected  claims  proceeds  attributable  to the decline  from
targeted paid skier visits for the 1999/00 season. The Company has filed claims
under the Lake Tahoe,  New  Hampshire  and Bear  Mountain  policies,  which are
subject to the review and approval of the insurance underwriters.

     Resort  operating  revenues,  excluding  the  effects of paid skier  visit
insurance,  were  $107,015,000  for the nine  months  ended  July 28,  2000,  a
decrease of $188,000 from the 1999 period.  Revenues for Northstar  declined by
$304,000 due to lower total skier visits,  partially offset by higher per skier
revenue  yields and  improved  summer  business.  Revenues  for Sierra and Bear
Mountain declined by $1,535,000 and $935,000, respectively, due to a decline in
total skier  visits,  partially  offset by  improvements  in per skier  revenue
yields and higher season pass revenues.  Waterville  Valley's revenues declined
by  $1,413,000   due  to  the   conversion  of  its  retail   operations  to  a
concessionaire arrangement for the 1999/00 season and lower total skier visits,
offset by improved  yields and higher  season pass  revenues.  Revenues for Mt.
Cranmore were consistent  with the prior period,  as improved yields offset the
impact of  reduced  total  skier  visits.  Loon  Mountain  generated  increased
revenues of $1,251,000 due to improved  yields and higher season pass revenues.
Revenues for the Summit increased by $2,748,000 due to increases in season pass
revenues  and improved  yields.  Grand  Targhee  generated  slightly  increased
revenues  during the winter season due to higher total skier visits,  which was
offset by the effect of the sale of the resort on June 20, 2000.

     Cost of sales for resort  operations  for the nine  months  ended July 28,
2000 was $62,398,000,  a decrease of $3,704,000, or 6%, as compared to the 1999
period. The decline was primarily due to the combined effects of the following:
(1) lower business  volumes and aggressive  variable cost management at most of
the  resorts  during the first  quarter  of 2000,  (2)  elimination  of certain
nonrecurring  maintenance,  operations,  snow  removal  and other  costs at the
Summit,  and (3)  elimination  of  $1,100,000  in  retail  costs  of  sales  at
Waterville  Valley due to the conversion of the resort's retail operations to a
concessionaire  arrangement  for the 1999/00  ski season.  Included in selling,
general and administrative expense for the nine months ended July 28, 2000 were
costs in the amount of  approximately  $400,000 for professional and other fees
associated  with a consent  solicitation  to  holders of the  Company's  Senior
Notes,  which  expired by its terms on April 13,  2000.  Excluding  the consent
solicitation costs,  selling,  general and administrative  expense for the nine
months ended July 28, 2000 was $17,072,000,  a decrease of $866,000,  or 5%, as
compared  to the  1999  period.  The  decrease  was  primarily  due to  reduced
corporate  general and  administrative  costs  coupled with efforts to maintain
marketing and sales costs at historical levels at all of the Company's resorts.

     Noncash  cost of sales for real estate sales was $351,000 for the four lot
closings  which  occurred  during  the 2000  period.  Cost of sales for  timber
operations  was $357,000  for the 2000 period,  as compared to $198,000 for the
1999 period.
<PAGE>

     Interest  expense  for  the  nine  months  ended  July  28,  2000  totaled
$13,823,000, a decrease of $589,000 from the Company's interest expense for the
nine months  ended July 30,  1999.  The  decrease  in interest  expense was the
result of lower borrowing  levels under the Company's  Senior Credit  Facility,
offset by slightly higher borrowing rates.

     Due to the  Company's  lack of  profitable  history,  the tax  benefits of
operating losses are fully offset by a valuation reserve.  Similarly, no income
tax benefit is expected  for the year ended  October 27, 2000 due to  continued
operating losses.  Accordingly,  during the nine months ended July 28, 2000, no
income tax provision has been provided.

     EBITDA (as  defined  above) for the nine  months  ended July 28,  2000 was
$34,981,000,  an increase of $11,684,000 or 50% over EBITDA of $23,297,000  for
the nine months ended July 30, 1999.

Liquidity and Capital Resources

     The Company's  primary  liquidity needs are to fund capital  expenditures,
service  indebtedness and support seasonal  working capital  requirements.  The
Company's  primary  sources  of  liquidity  are cash flow from  operations  and
borrowings  under the Senior  Credit  Facility.  Virtually all of the Company's
operating income is generated by its subsidiaries.  As a result, the Company is
dependent on the earnings and cash flow of, and dividends and  distributions or
advances from, its subsidiaries to provide the funds necessary to meet its debt
service obligations. The Senior Credit Facility, as currently amended, provides
for  borrowing  availability  of up to $25  million  during  the  term  of such
facility,  which expires March 31, 2002.  The Senior Credit  Facility  requires
that the Company not have  borrowings  thereunder  in excess of $8 million,  in
addition to certain  amounts  maintained  by the Company in certain  depository
accounts with Fleet National  Bank,  for a period of 60  consecutive  days each
year commencing  between February 1 and February 28. The Company intends to use
borrowings  under the Senior Credit  Facility to meet seasonal  fluctuations in
working capital  requirements,  primarily related to off-season  operations and
maintenance  activities  during the  months of May  through  November,  to fund
capital  expenditures  for lifts,  trail  work,  grooming  equipment  and other
on-mountain  equipment and facilities and to build retail and other inventories
prior to the start of the skiing season and for other cash requirements.  As of
July 28, 2000,  outstanding borrowings under the Senior Credit Facility totaled
approximately $10.9 million.

     On November 17, 1999, the Company,  through its  wholly-owned  subsidiary,
Trimont Land Company  ("TLC"),  consummated  the sale of certain  single family
development  property located at Northstar (the "Unit 7 and 7A Development") to
Trimont Land Holdings,  Inc. ("TLH"), a wholly-owned  subsidiary of Booth Creek
Ski Group,  Inc.  ("Parent") and an affiliate of the Company,  for an aggregate
sales price of  $7,050,000,  subject to  adjustment  as  described  below.  The
consideration paid to TLC consisted of $6,000,000 in cash and a promissory note
(the "TLH  Note") for a minimum of  $1,050,000.  The  proceeds of the sale were
applied against the outstanding  borrowings under the Senior Credit Facility in
order to provide the Company with  additional  liquidity  for early 1999/00 ski
season  operations.  Under  the  terms of the TLH Note,  TLC will  receive  the
greater of (a) $1,050,000 plus accrued interest at 7% per annum, or (b) the Net
Cash  Proceeds of the resale of the lots within the Unit 7 and 7A  Development.
"Net Cash  Proceeds"  is defined  as gross  proceeds  received  by TLH from the
subsequent  resale of the lots, after deduction for (1) the proceeds applied to
repay any indebtedness  incurred by TLH in connection with its financing of the
purchase of the lots, (2) any fees or other costs incurred by TLH in connection
with its financing of the purchase or sales of the lots,  and (3) any corporate
overhead  costs  incurred by TLH  attributable  to the  purchase,  maintenance,
marketing or sale of the lots.  The TLH Note is prepayable at any time,  and is
due on the  earlier to occur of January  30, 2001 or the date on which the last
of the lots owned by TLH has been sold.  Pursuant to the terms of the sale, TLC
has (1) retained the obligation to complete the scheduled  construction  of the
development in accordance with the tentative site development  plan, and (2) an
option to repurchase  the Unit 7 and 7A  Development  from TLH.  Northstar will
recognize revenue and related cost of sales for these real estate  transactions
upon the substantial completion of construction and the close of escrow for the
sales between TLH and third party buyers.
<PAGE>

     The Company had a net working  capital deficit of $27.7 million as of July
28, 2000 (including  $10.9 million in outstanding  borrowings  under the Senior
Credit  Facility,  and excluding $5.2 million of unearned  revenue and deposits
from resort operations for deferred season pass and loyalty  membership product
sales,  lodging  deposits,  prepaid ticket  vouchers and other advance  product
sales, which will not require cash spending to settle such liabilities),  which
will negatively affect liquidity during the remainder of 2000.

     The Company generated cash from operating  activities of $20.1 million for
the nine months  ended July 28, 2000 as compared to $21.5  million for the nine
months  ended  July 30,  1999.  The  cash  flow  effect  of the  $11.6  million
improvement  in net income for the 2000  period as  compared to the 1999 period
was partially offset by the increase in insurance  proceeds  receivable  during
the 2000 period for expected claims under paid skier visit  insurance  policies
and the timing of disbursements  for accounts payable and accrued  liabilities.
In addition,  operating  cash flows for the 1999 period  reflect the benefit of
$8.5  million  in cash  proceeds  from the  sale of  Phases 4 and 4A of the Big
Springs  development from TLC to TLH on July 28, 1999,  whereas the 2000 period
reflects the benefit of $6.0 million in cash  proceeds  from the sale of Unit 7
and 7A from TLC to TLH on November 17, 1999.  Operating cash flows for the 1999
period also reflect the benefit of the  liquidation  of retail  inventories  at
Waterville  Valley in  anticipation  of the  conversion of the resort's  retail
business to a concessionaire arrangement for the 1999/00 ski season.

     Cash used in investing  activities  totaled $4.3 million and $14.7 million
for the nine months  ended July 28, 2000 and July 30, 1999,  respectively.  The
results for the 2000 and 1999 periods  primarily  reflect capital  expenditures
for the purchase of property and equipment.  In addition,  investing cash flows
for the 2000 period  reflect  $11.4  million in  proceeds  from the sale of the
Grand Targhee resort on June 20, 2000.

     Cash used in financing  activities  totaled $15.5 million and $6.5 million
for the nine months  ended July 28, 2000 and July 30, 1999,  respectively.  The
results  for the 2000 and 1999  periods  primarily  reflect  repayments  on the
Senior Credit Facility and long-term debt.

     The Company's  capital  expenditures for property and equipment during the
nine months ended July 28, 2000 were  approximately  $17.3  million  (including
$2.8 million of equipment acquired through capital lease arrangements and other
debt).  On May 2, 2000,  the  Company  funded the early  buy-out  option in the
amount of approximately  $4.5 million for the purchase of three detachable quad
lifts that were  installed at the Summit and Bear  Mountain at the start of the
1998/99 ski season. The lifts were originally obtained under an operating lease
arrangement with annual lease payments of approximately $1.3 million per year.

     Based on the Company's existing  operations,  management  anticipates that
capital expenditures for property and equipment during the last three months of
fiscal 2000 and fiscal 2001 will be approximately $15 million in the aggregate,
including approximately $7 million in resort maintenance.  The Company plans to
fund these capital  expenditures  from available cash flow, vendor financing to
the extent permitted under the Senior Credit Facility and the Indenture for the
Company's Senior Notes and borrowings under the Senior Credit Facility.

     Commitments  for  future  capital  expenditures  at  July  28,  2000  were
approximately  $4.7 million,  and primarily relate to the construction of a new
detachable quad chairlift and snowmaking system at Northstar,  rental equipment
orders for the 2000/01 ski season and certain other projects.

     Management  believes that there is a considerable degree of flexibility in
the timing  (and,  to a lesser  degree,  the scope) of its capital  expenditure
program,  and  even  greater  flexibility  as to its  real  estate  development
objectives.  While the capital  expenditure program described above is regarded
by management as important, both as to timing and scope,  discretionary capital
spending  above  maintenance  levels can be  deferred,  in some  instances  for
substantial   periods  of  time,  in  order  to  address  cash  flow  or  other
constraints.  As a result of the  Company's  liquidity  constraints,  it may be
required to defer or abandon certain of its capital expenditure projects.

     With  respect  to  the  Company's   potential   real  estate   development
opportunities,  management believes that such efforts would enhance ski-related
revenues and contribute independently to earnings. In addition, with respect to
significant  development projects,  the Company anticipates entering into joint
venture  arrangements  that would reduce  infrastructure  and other development
costs. Nonetheless,  existing lodging facilities in the vicinity of each resort
are believed to be adequate to support  current skier volumes and a deferral or
curtailment of  development  efforts is not regarded by management as likely to
adversely  affect skier days and  ski-related  revenues or  profitability.  The
<PAGE>

Company also believes that its current  infrastructure is sufficient,  and that
development of real estate  opportunities is not presently necessary to support
its existing operations.

     The Company's  liquidity  has been and will  continue to be  significantly
affected  by its high  leverage.  As a result of its  leveraged  position,  the
Company  will have  significant  cash  requirements  to service  debt and funds
available for working capital,  capital expenditures,  acquisitions and general
corporate purposes are limited.  In addition,  the Company's high level of debt
may increase its vulnerability to competitive  pressures and the seasonality of
the skiing and recreational  industries.  Any decline in the Company's expected
operating  performance  could have a material  adverse  effect on the Company's
liquidity  and on its  ability to service  its debt and make  required  capital
expenditures.

     In addition,  the Senior Credit  Facility and the  Indenture  each contain
covenants that, among other things,  significantly  limit the Company's ability
to obtain additional sources of capital and may affect the Company's liquidity.
These  covenants  restrict  the  ability  of the  Company  and  its  Restricted
Subsidiaries  to, among other things,  incur  additional  indebtedness,  create
liens, make investments,  consummate certain asset sales, create  subsidiaries,
issue  subsidiary  stock,  consolidate  or  merge  with any  non-guarantor,  or
transfer all or substantially all of the assets of the Company.  Further,  upon
the  occurrence  of a Change of  Control  (as  defined in the  Indenture),  the
Company may be required to repurchase the Notes at 101% of the principal amount
thereof,  plus  accrued  and unpaid  interest.  The  occurrence  of a Change of
Control may also  constitute a default  under the Senior  Credit  Facility.  No
assurance  can be given that the  Company  would be able to finance a Change of
Control repurchase offer.

     The Senior Credit Facility also requires the Company to maintain specified
consolidated financial ratios and satisfy certain consolidated financial tests.
The  Company's  ability to meet these  financial  covenants  may be affected by
events beyond its control,  and there can be no assurance that the Company will
meet those covenants.

     The Company is involved in continuing discussions with East West Partners,
Inc., a Colorado based real estate  development  firm, for the proposed sale of
certain developmental real estate consisting of approximately 500 acres of land
at Northstar.  Any proposed transaction would be subject to a number of closing
conditions and  requirements,  including (1) required  consent of the Company's
lender under the Senior  Credit  Facility,  (2)  compliance  with the Company's
other debt  agreements,  (3) completion of title  evaluations  and  subdivision
requirements  to effect the  transfer  of the subject  property,  and (4) other
normal and customary closing conditions.

     On  March  21,  2000,   the  Company  and  GT   Acquisition  I,  LLC  ("GT
Acquisition"),  an entity  formed  and  controlled  by the  Chairman  and Chief
Executive  Officer of the  Company,  entered into an Asset  Purchase  Agreement
pursuant  to which  the  Company  agreed to sell to GT  Acquisition  all of the
assets  associated  with the Grand  Targhee  resort  for $11  million  in cash,
subject  to certain  adjustments.  The sale of the Grand  Targhee  resort to GT
Acquisition   was  consummated  on  June  20,  2000.  At  the  closing  of  the
transaction,  GT Acquisition also assumed all liabilities relating to the Grand
Targhee resort.

     The Company  currently has $133.5 million  aggregate  principal  amount of
Senior  Notes   outstanding,   which  will  result  in  annual  cash   interest
requirements  of  approximately  $16.7 million.  The Company  expects that cash
generated  from  operations  and the  receipt  of paid  skier  visit  insurance
proceeds,  cash  proceeds  of planned  real  estate  sales at  Northstar,  cash
proceeds of the Grand  Targhee sale and  potential  divestitures  of other real
estate and non-strategic assets, together with borrowing availability,  will be
adequate  to  fund  the  interest  requirements  on the  Senior  Notes  and the
Company's  other cash  operating  and debt service  requirements  over the next
twelve  months.  In  order to  focus  the  Company's  resources  on  attractive
investment  opportunities  at certain of its resorts and to satisfy  short-term
and long-term  liquidity  requirements,  the Company may in the future consider
divestitures of non-strategic  assets,  including resorts, if such transactions
can be completed on favorable terms.

     For the twelve months ended July 28, 2000,  the Company's  earnings  would
have been inadequate to cover fixed charges by $7.2 million. Any decline in the
Company's expected operating  performance or the failure to sell real estate at
Northstar   or  achieve   planned   divestitures   of  other  real  estate  and
non-strategic  assets,  in each case on the  terms  anticipated,  could  have a
material adverse effect on the Company's  financial position and liquidity.  In
such case,  the  Company  could be required  to attempt to  refinance  all or a
portion of its existing debt, sell other assets or obtain additional financing.
<PAGE>

No assurance can be given of the Company's ability to do so or the terms of any
such transaction.  In addition,  the Company would require additional financing
for expansion of its existing properties or for future acquisitions, if any. No
assurances  can be  given  that  any  such  financing  would  be  available  on
commercially reasonable terms. See "Forward-Looking Statements" herein.

     The Company  believes that  inflation has had little effect on its results
of  operations  and any impact on costs has been  largely  offset by  increased
pricing.

Seasonality

     The business of the Company is highly seasonal,  with the vast majority of
its annual revenues expected to be generated between November and April of each
fiscal year.  Management  considers it essential to achieve  optimal  operating
results  during key  holidays and weekends  during this period.  The  Company's
results of  operations  are,  in turn,  significantly  dependent  on  favorable
weather conditions and other factors beyond the Company's control.  The Company
has sought to mitigate the downside risk of its seasonal business by purchasing
paid skier visit insurance  policies.  However,  these policies would not fully
protect the Company  against  poor  weather  conditions  or other  factors that
adversely affect the Company's operations. Moreover, no assurances can be given
that these  policies will continue to be available on  commercially  reasonable
terms or at all.

     During the off-season months of May through October, the Company's resorts
typically  experience a substantial  reduction in labor and utility expense due
to the absence of skiing  operations,  but make  significant  expenditures  for
maintenance,  expansion and capital  improvement in preparation for the ensuing
ski season.

Regulation and Legislation

     The Company's  operations are dependent upon its ownership or control over
the real property constituting each resort. The real property presently used at
the Northstar and Mt. Cranmore resorts is owned by the Company. The Company has
the right to use a substantial portion of the real property associated with the
Bear Mountain,  Sierra,  Summit,  Loon Mountain and  Waterville  Valley resorts
under the terms of Term Special Use Permits  issued by the United States Forest
Service. The Bear Mountain permit expires in 2020, the Sierra permit expires in
2039,  the  Waterville  Valley  permit  expires in 2034 and the  Summit  permit
expires in 2032.

     A  substantial  portion  of the  real  property  associated  with the Loon
Mountain resort is likewise used under United States Forest Service permits. In
1993,  the United  States Forest  Service  authorized  various lift,  trail and
snowmaking  improvements on Loon Mountain and an expansion onto South Mountain.
In 1996,  the United  States Court of Appeals for the First Circuit (the "First
Circuit")  overturned this  authorization  on the ground that the United States
Forest  Service had failed to properly  address  certain  environmental  issues
under the National  Environmental  Policy Act ("NEPA").  Certain  improvements,
including a snowmaking pipeline and part of the expansion, had been constructed
before the First Circuit  ruled.  On May 5, 1997,  the United  States  District
Court for the  District  of New  Hampshire  (the  "District  Court")  entered a
stipulated order which authorized existing  improvements to remain in place and
existing operations to continue but generally  prohibited future  construction,
restricted use of a major snowmaking  water source,  and required certain water
discharge  permits  to  be  pursued,   pending  United  States  Forest  Service
reconsideration   of  the  projects  under  NEPA.  These   authorizations   and
limitations were incorporated into the final order issued by the District Court
on December 11, 1998,  and will remain in effect until the United States Forest
Service  completes its NEPA review and issues a new  decision.  On February 12,
1999,  the District  Court  agreed that the United  States  Forest  Service may
combine  this NEPA  review with its  evaluation  and  analysis of the  existing
snowmaking  pipeline.  The United  States  Forest  Service  has stated  that it
expects to issue the draft NEPA documentation in the Fall of 2000 and the final
NEPA documentation in the Spring of 2001.

     In August 1997,  the United  States  Forest  Service  authorized  the Loon
Mountain resort to construct a new snowmaking  pipeline across  permitted land.
The United States Forest  Service found that such  construction  was consistent
with the District  Court order and enabled the resort to modify its  snowmaking
operations to better protect water  resources and replace  snowmaking  capacity
lost  under  the  order.  Although  the  pipeline  was  completed,  its use was
challenged  by private  parties  who  asserted  that the United  States  Forest
Service violated NEPA. On March 10, 1998, the District Court issued a series of
further  orders which,  among other  things,  directed the United States Forest
Service to re-evaluate  the pipeline and enjoined the Loon Mountain Resort from
using the pipeline  pending  further action by the court.  On July 2, 1998, the
United  States  Forest  Service  issued a new decision  approving the pipeline,
which was  challenged by several  private  parties,  who again asserted that it
violated  NEPA.  The United States  Forest  Service  subsequently  withdrew its
<PAGE>

decision  authorizing  the pipeline to conduct  further review and the District
Court consolidated the lawsuits concerning the pipeline.  On November 19, 1998,
the District Court  modified the  injunction  allowing Loon Mountain to use the
pipeline to withdraw and convert 159.7 million  gallons of water per ski season
into snow while the United States Forest Service  further  reviews the pipeline
under NEPA.  On February  12, 1999,  the  District  Court issued a final order,
which dismissed the  consolidated  lawsuit  concerning the pipeline in light of
the United States Forest  Service's  decision to conduct  further review of the
pipeline,  and specified  that the  limitation on pipeline  usage will continue
until that review is  completed  and a new  decision is issued.  On January 28,
2000,  the District  Court  modified the final order to allow Loon  Mountain to
convert up to 190 million  gallons of water into snow during the  1999/2000 ski
season subject to certain additional conditions.

     Existing  use of Loon  Mountain  is  authorized  under a Term  Special Use
Permit, which covers facilities and expires in 2006; existing non-skiing use of
Loon Mountain's South Mountain area is authorized under an annual permit issued
by the United  States Forest  Service that is subject to reissuance  each year.
After the United States Forest Service  reconsiders  the pipeline  improvements
and  expansion  under  NEPA,  it will need to  render a new  decision  and,  if
appropriate,  issue a new Term Special Use Permit. At that time, the conditions
imposed  by the two  District  Court  orders  will  terminate.  Based  upon the
existing  administrative  record,  and certain  proposed  modifications  to the
resort's  snowmaking  operations  which are  intended to better  protect  water
resources,  the Company  expects that the pipeline  improvements  and expansion
will be approved by the United States Forest Service. However, no assurance can
be given regarding the timing or outcome of this process.

     The United  States  Forest  Service has the right to approve the location,
design and  construction of  improvements in permit areas and many  operational
matters at resorts  with  permits.  Under the Term  Special  Use  Permits,  the
Company is required to pay fees to the United States Forest  Service.  The fees
range  from  1.5% to  approximately  4.0% of  certain  revenues,  with the rate
generally  rising with increased  revenues.  The  calculation of gross revenues
includes, among other things, revenue from lift ticket, ski school lesson, food
and beverage, rental equipment and retail merchandise sales. Total fees paid to
the United States Forest  Service by the Company  during the year ended October
29, 1999 were $1,189,000.

     The Company  believes  that its  relations  with the United  States Forest
Service are good, and, to the best of its knowledge, no Term Special Use Permit
for any major ski resort has ever been  terminated  by the United States Forest
Service.  The United States Secretary of Agriculture has the right to terminate
any Term Special Use Permit upon  180-days  notice if, in planning for the uses
of the national forest, the public interest requires termination.  Term Special
Use Permits may also be terminated or suspended  because of  non-compliance  by
the permitee;  however,  the United States Forest  Service would be required to
notify  the  Company  of the  grounds  for such  action  and to provide it with
reasonable time to correct any curable non-compliance.

     The Company's resorts are subject to a wide variety of federal,  state and
local laws and regulations  relating to land use, water  resources,  discharge,
storage,  treatment and disposal of various  materials and other  environmental
matters.  Management  believes  that the  Company's  resorts are  presently  in
compliance   with  all  land  use  and   environmental   laws,   except   where
non-compliance  is not expected to result in a material  adverse  effect on its
financial condition.  The Company also believes that the cost of complying with
known  requirements,  as  well as  anticipated  investigation  and  remediation
activities,  will not have a material adverse effect on its financial condition
or future  results of  operations.  However,  failure to comply  with such laws
could  result  in the  imposition  of  severe  penalties  and  other  costs  or
restrictions  on  operations  by  government  agencies  or  courts  that  could
materially adversely affect operations.

     The operations at the resorts require  numerous permits and approvals from
federal,  state and local  authorities  including permits relating to land use,
ski lifts and the sale of  alcoholic  beverages.  In  addition,  the  Company's
operations are heavily  dependent on its continued  ability,  under  applicable
laws, regulations,  policies, permits, licenses or contractual arrangements, to
have access to  adequate  supplies of water with which to make snow and service
the other needs of its  facilities,  and  otherwise to conduct its  operations.
There can be no assurance that new  applications of existing laws,  regulations
and policies, or changes in such laws,  regulations and policies will not occur
in a manner  that  could  have a  detrimental  effect on the  Company,  or that
material permits,  licenses or agreements will not be canceled, not renewed, or
renewed on terms materially less favorable to the Company.  Major expansions of
any one or more resorts could  require,  among other  things,  the filing of an
environmental  impact statement or other  documentation  with the United States
Forest Service and state or local  governments  under NEPA and certain state or
local NEPA  counterparts  if it is  determined  that the  expansion  may have a
significant impact upon the environment.  Although the Company has no reason to
<PAGE>

believe that it will not be  successful  in  implementing  its  operations  and
development  plans,  no  assurance  can be given  that  necessary  permits  and
approvals will be obtained.

     Except  for  certain  permitting  and  environmental   compliance  matters
relating to the Loon Mountain  resort,  the Company has not received any notice
of material  non-compliance  with permits,  licenses or approvals necessary for
the  operation  of  its  properties  or of any  material  liability  under  any
environmental law or regulation.

     Pursuant to the air emissions reduction program currently in effect in the
area regulated by the South Coast Air Quality Management District ("SCAQMD") in
California  where  Bear  Mountain  is  located,  depending  on Bear  Mountain's
operations  and  emissions,  Bear Mountain may be required to acquire  emission
credits from other  facilities  which have already  implemented  nitrogen oxide
emission reductions. When necessary, the Company may purchase "banked" emission
credits at  prevailing  market rates.  Alternatively,  the  regulations  of the
SCAQMD  may  require  the resort to utilize  operational  equipment  that meets
certain emission standards, the effect of which is not currently determinable.

     Bear Mountain has a water supply  contract for 500 acre-feet per year with
Big Bear  Municipal  Water  District  executed  January  8, 1988,  the  initial
fifteen-year term of which expires on January 7, 2003. Big Bear Municipal Water
District's  primary  source of water is from a portion of the water in Big Bear
Lake shared with Bear Valley  Mutual  Water  Company,  the senior  water rights
holder.  The water supply contract  provides for water primarily for snowmaking
and slope  irrigation  purposes.  The  obligation of Big Bear  Municipal  Water
District to supply  water is excused only if the level of Big Bear Lake recedes
below 6,735.2 feet above sea level or eight feet below the top of Big Bear Lake
Dam.  Bear Valley  Mutual Water Company has claimed that its rights in the lake
are not subject to Big Bear  Municipal  Water  District's  obligation to supply
water  to Bear  Mountain.  This  claim  is being  vigorously  contested  by all
interested parties including Bear Mountain and a two-year moratorium  agreement
between Bear Valley Mutual Water Company and Big Bear Municipal  Water District
was executed in November  1998,  which  withdraws  Bear Valley's  claim for two
years while the issues between Bear Valley and Big Bear Municipal are resolved.
This allows continued  service to Bear Mountain on an uncontested  basis during
the moratorium period. No assurance can be made regarding the outcome or timing
of resolution of this matter.

     Pursuant to the previously described decision of the First Circuit and the
order of the District Court,  Loon Mountain applied for and was issued,  by the
Environmental  Protection  Agency  ("EPA"),  a  Clean  Water  Act  (the  "CWA")
discharge permit covering discharges associated with its snowmaking operations.
Certain  ongoing  discharges are authorized by the District Court order pending
final action on the permit and subject to the District  Court's  reserved power
to modify such approval to address any resulting environmental issues.

     Certain regulatory  approvals  associated with the new snowmaking pipeline
at Loon Mountain  impose minimum stream flow  requirements on the Loon Mountain
resort.  These  requirements  will compel the Loon Mountain resort to construct
water storage  facilities within the next ten years, and such construction will
require further  regulatory  approvals and  environmental  documentation  under
NEPA.  No  assurances  can be given  that  such  regulatory  approvals  will be
obtained or that the Company will have the financial resources to complete such
construction.

     In addition,  the Loon Mountain resort was notified in September 1997 that
it had allegedly filled certain wetlands at the resort in violation of the CWA.
In response,  Loon Mountain  worked with the EPA to remove the alleged fill and
implement certain erosion control measures.  On January 15, 1998, an individual
notified the EPA, Loon Mountain,  and certain other persons that he intended to
initiate a lawsuit under the CWA regarding the alleged  wetland  violation.  On
February 2, 1998,  the EPA wrote to such  individual  stating  that the alleged
fill had been  removed and that the EPA does not believe  there is a continuing
violation at the site. On January 18, 2000, in papers filed in connection  with
the  District  Court's   modification  of  the  final  order  in  the  pipeline
litigation, the same individual again alleged that Loon Mountain had previously
filled  wetlands in  violation  of the CWA.  The same  individual  has verbally
advised the Company that he still  intends to initiate a lawsuit  under the CWA
regarding the alleged wetland fill.

Forward-Looking Statements

     Except for historical  matters,  the matters  discussed in Part I, Item 2.
"Management's  Discussion  and Analysis of Financial  Condition  and Results of
Operations"   are   forward-looking   statements   that   involve   risks   and
uncertainties.  The  forward-looking  statements  are made pursuant to the safe
harbor  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
Forward-looking   statements  are  based  on  management's  current  views  and
<PAGE>

assumptions and involve risks and uncertainties that could significantly affect
expected  results.  The  Company  wishes to  caution  the reader  that  certain
factors,  including those described below,  could  significantly and materially
affect the Company's actual results,  causing results to differ materially from
those in any  forward-looking  statement.  These factors  include,  but are not
limited  to:  uncertainty  as to  future  financial  results,  the  substantial
leverage and liquidity constraints of the Company, the capital intensive nature
of  development  of the Company's ski resorts,  uncertainties  associated  with
obtaining  financing  for future real estate  projects and to undertake  future
capital  improvements,  demand  for  and  costs  associated  with  real  estate
development,  the  discretionary  nature of consumers'  spending for skiing and
resort real estate,  regional and national economic conditions,  the successful
or unsuccessful integration of acquired businesses, weather conditions, natural
disasters  (such as  earthquakes  and floods),  availability  and terms of paid
skier visit insurance coverage,  industry competition,  governmental regulation
and other risks associated with expansion and development, and the occupancy of
leased  property and property used pursuant to the United States Forest Service
permits.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in information relating to market risk
since the Company's  disclosure  in Item 7a. of the Company's  Annual Report on
Form 10-K for the year ended October 29, 1999 as filed with the  Securities and
Exchange Commission.
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Each of the  Company's  resorts has pending  and is  regularly  subject to
litigation,  and the threat  thereof,  with respect to personal  injury  claims
relating  principally to skiing  activities at its resorts but also relating to
premises and  vehicular  operations  and  worker's  compensation  matters.  The
Company  maintains  extensive  liability  insurance that the Company  considers
adequate to monetarily  insure claims related to such usual and customary risks
associated with the operation of four-season recreation resorts.

     Killington West, Ltd., formerly known as Bear Mountain, Ltd., ("Killington
West "), filed a breach of contract  lawsuit in the Superior Court of the State
of  California,   San  Bernardino  County,   against   Fibreboard   Corporation
("Fibreboard")  and Bear  Mountain,  Inc.  alleging  that  Fibreboard  and Bear
Mountain, Inc. breached the asset purchase agreement dated October 6, 1995 (the
"Original Bear Mountain Agreement") among Killington West,  Fibreboard and Bear
Mountain, Inc. pursuant to which Bear Mountain, Inc. acquired the Bear Mountain
ski resort from Killington West. Killington West's lawsuit concerned an alleged
breach by Fibreboard and Bear Mountain,  Inc. of a change of control  provision
in the Original  Bear  Mountain  Agreement.  In  connection  with the Company's
acquisition of Bear Mountain,  Inc. in December 1996, the Company obtained from
Fibreboard indemnification for any claim that might be made by Killington West,
and further,  required that $1 million of the purchase  price be held in escrow
pending the outcome of any potential disputes with Killington West.  Fibreboard
acknowledged  its obligation to indemnify  Bear Mountain,  Inc. with respect to
the  Killington  West  lawsuit  and will  defend  such  lawsuit  on  behalf  of
Fibreboard and Bear Mountain, Inc.

     In connection  with the merger with Loon Mountain  Recreation  Corporation
("LMRC"),  certain  shareholders  of LMRC (the "LMRC  Shareholder  Plaintiffs")
filed a  lawsuit  against  LMRC and its  former  directors  alleging  breach of
fiduciary  duty and  against the Company  alleging  that the Company  failed to
comply with the New Hampshire  Security Takeover  Disclosure Act (the "Takeover
Statute")  in  connection   with  the   transaction.   The  two  lawsuits  were
consolidated in the Superior Court of Grafton County,  New Hampshire.  Prior to
the filing of the lawsuit  against  the  Company,  the  Company  received a "no
action"  order  from  the  Bureau  of  Securities  Regulation,   New  Hampshire
Department  of State (the  "Bureau")  finding  that the  Takeover  Statute  was
inapplicable to the proposed merger. The LMRC Shareholder  Plaintiffs'  initial
request  for  a  preliminary   injunction   prohibiting  the  Company  (or  its
affiliates)  from  proceeding  with the LMRC  merger  was  denied by the court.
Before the litigation  proceeded further,  and prior to the merger, the parties
to the merger  agreement  amended such agreement.  The Company then obtained an
additional  order by the Bureau that the Takeover  Statute did not apply to the
merger  transaction.  The Company  answered  the LMRC  Shareholder  Plaintiffs'
petition and filed a motion to dismiss the LMRC Shareholder  Plaintiffs' action
against the Company  asserting  that the Takeover  Statute did not apply to the
transaction as a matter of law. The court initially denied the Company's motion
to dismiss  but granted the motion to dismiss  upon  reconsideration.  The LMRC
Shareholder  Plaintiffs  appealed the  dismissal to the New  Hampshire  Supreme
Court and oral  arguments  were  heard in January  of 2000;  the New  Hampshire
Supreme Court's decision has not yet been entered. Potential remedies under the
Takeover Statute include money damages and rescission of the transaction. While
the Company does not believe the LMRC  Shareholder  Plaintiffs  will prevail in
their  actions,  no  assurances  can be made  regarding  the  outcome  of these
actions.

     The LMRC Shareholder  Plaintiffs'  breach of fiduciary duty action against
LMRC,  Parent and its former  directors  remains pending and discovery is being
conducted.  The matter has been consolidated for trial with the Corporation Act
case  described  below;  trial  has not yet  been  set.  The  LMRC  Shareholder
Plaintiffs were given leave by the court to amend their complaint to seek money
damages  against  the  Company,  LMRC  and its  former  directors.  If the LMRC
Shareholder  Plaintiffs  are  successful  in  obtaining a judgment  against the
former LMRC  directors,  the Company may have certain  obligations to indemnify
the former directors pursuant to the former LMRC by-laws. A Motion to Intervene
in this matter by the  brother of one of the LMRC  Shareholder  Plaintiffs  was
denied by the court.  Moreover,  the  Company  has filed a Motion  for  Summary
Judgment  seeking the dismissal of this action on the theory that the breach of
fiduciary  duty action  seeks no  remedies  other than those  available  in the
Corporation Act case. This motion is presently before the court for a decision.
While the Company does not believe LMRC Shareholder  Plaintiffs will prevail in
this  lawsuit,  no  assurances  can be  made  regarding  the  outcome  of  this
litigation.

     Also in  connection  with the  merger  with  LMRC,  the  LMRC  Shareholder
Plaintiffs  exercised  dissenters'  rights  under  the New  Hampshire  Business
Corporation  Act (the  "Corporation  Act").  Under the statutory  procedure for
settling the LMRC Shareholder  Plaintiffs'  dissenters'  rights,  LMRC paid the
plaintiffs an aggregate of $34,436, or $30.61 per share, as its estimate of the
<PAGE>

fair value of their 1,125  shares.  The LMRC  Shareholder  Plaintiffs  demanded
additional  payments  necessary  to  compensate  them for the  $71.38 per share
price, plus interest, which they asserted as the fair value of their shares. By
disclosure  dated March 17, 2000 the LMRC  Shareholder  Plaintiffs'  expert has
revised  his  opinion  of fair  value to  $91.90  per  share.  Pursuant  to the
Corporation  Act, LMRC  commenced a proceeding in the Superior Court of Grafton
County,  New  Hampshire  seeking a judicial  appraisal of the value of the LMRC
Shareholder  Plaintiffs'  shares in LMRC.  Discovery in the case is pending and
the  matter  has been  consolidated  for  trial  with the  fiduciary  duty case
described  above;  trial has not yet been set. While the Company  believes that
the amount paid to the LMRC Shareholder Plaintiffs prior to the commencement of
the appraisal  proceeding  represents the fair value of their shares, there can
be no assurance as to the value which the appraisal  proceeding  will assign to
the LMRC Shareholder Plaintiffs' 1,125 shares.

     In 1995, an individual  sued the United States Forest Service (the "Forest
Service") in the United States District Court for the District of New Hampshire
(the  "District  Court")  alleging  that the Forest  Service had  violated  the
National Environmental Policy Act ("NEPA"), the Clean Water Act ("CWA"), and an
executive order in approving improvements to facilities on Loon Mountain and an
expansion  of the  Loon  Mountain  resort  on to  South  Mountain.  LMRC and an
environmental  group  intervened  in the lawsuit.  The District  Court  entered
summary  judgment  for the  Forest  Service  on all  claims  and  the  original
plaintiff,  along with the intervening  environmental  group,  (collectively or
individually,  the "Environmental  Plaintiffs") appealed. In December 1996, the
United  States  Court of Appeals for the First  Circuit  (the "First  Circuit")
reversed the  District  Court  decision and ruled that the Forest  Service must
reconsider certain  environmental issues under NEPA and that LMRC must obtain a
discharge  permit  under the CWA for  certain  discharges  from its  snowmaking
system.  The District Court then entered a stipulated order that:  enjoins LMRC
from any further  construction  implementing  the project with certain  limited
exceptions;   imposes  various   restrictions  on  LMRC's  existing  snowmaking
operations and requires LMRC to apply for a CWA discharge permit for discharges
of water and any associated pollutants  associated with its snowmaking;  allows
existing  construction  to  remain  in place  and  existing  uses to  continue;
requires LMRC to undertake  certain  erosion  control and monitoring  measures;
requires the Forest Service to prepare  supplemental NEPA  documentation on the
improvements  and expansion;  and reserves the right to require  restoration of
areas developed under the original Forest Service approval to their preexisting
condition  if not  ultimately  re-approved  by the Forest  Service.  This order
remains in effect until the supplemental NEPA process is completed.  The Forest
Service  has stated that it expects to issue  draft NEPA  documentation  in the
Fall of 2000 and final NEPA  documentation  by the Spring of 2001.  The Company
can give no assurance regarding the timing or outcome of such process.

     The Environmental Plaintiffs also filed a motion asking the District Court
to impose against LMRC a CWA civil penalty of $5,550,125  and  attorney's  fees
and costs in  connection  with  LMRC's  discharges  into Loon Pond  during  its
snowmaking operations for the 1996/97 ski season and prior years. The discharge
at issue  involved  water  transfers  from the East Branch of the  Pemigewasset
River and drain back from the  snowmaking  system into Loon Pond.  The District
Court dismissed the claim for civil penalties and attorney's fees under the CWA
and one of the  Environmental  Plaintiffs  appealed to the First  Circuit.  The
First  Circuit  has  issued a series of  orders  staying  the  appeal to permit
settlement  negotiations,  which are on-going.  The current stay will expire on
August 31, 2000 at which time the parties are required to file a status  report
with the First  Circuit.  In connection  with the merger with LMRC, the Company
obtained a specific  insurance policy providing $4.5 million of coverage (above
a $1.2 million  deductible) to cover any civil  penalties,  fees and costs that
the District Court may assess against LMRC.

     In 1997, the  Environmental  Plaintiffs filed a second lawsuit against the
Forest Service in the District Court alleging that the Forest Service  violated
NEPA in authorizing LMRC to construct and operate a snowmaking  pipeline across
permitted land.  LMRC  intervened in the lawsuit.  The District Court held that
the Forest  Service  had  violated  NEPA by failing to consider  the  potential
effects of an increase in snowmaking capacity. The District Court then enjoined
Loon  Mountain  from using the pipeline but later  modified the  injunction  to
permit LMRC to use the pipeline  provided that, among other things, it does not
make snow in excess of the historic  production  level  utilizing 159.7 million
gallons.  On February  12,  1999,  the District  Court  dismissed  the pipeline
litigation  and allowed the Forest  Service to combine its NEPA analysis of the
pipeline with the pending NEPA analysis of the South  Mountain  expansion.  The
injunction  authorizing  LMRC to use the  pipeline  to supply  water for making
historical  levels of snow remains in place, but was further modified to permit
LMRC to use 190 million  gallons of water for  snowmaking  during the 1999/2000
ski season subject to certain additional conditions.
<PAGE>

ITEM 5. OTHER INFORMATION

     On June 20, 2000, the holders of the outstanding securities of Booth Creek
Ski Group,  Inc.  ("Parent")  consummated a restructuring of Parent's  existing
capital structure (the "Capital Restructuring").

     Prior to the Capital  Restructuring,  Parent had  outstanding  Class A and
Class B common  stock,  warrants  to purchase  Class B common  stock and Parent
senior notes ("Parent Notes"). The Class B common stock is non-voting, and each
share of Class B common stock is  convertible  into one share of Class A common
stock. Pursuant to the Capital Restructuring, all of Parent's outstanding Class
A and Class B common  stock was  converted  into  Parent  Notes in a  principal
amount equal to 20% of the paid-in capital relating  thereto.  The Parent Notes
issued in connection with the Capital  Restructuring have the same terms as the
existing  Parent Notes.  In addition,  new shares of Class A and Class B common
stock of Parent were issued to the holders of Parent  Notes on a pro rata basis
in proportion to the respective  ownership of Parent Notes.  Under the terms of
the proposed  restructuring,  George N. Gillett, Jr. and affiliates continue to
own 100% of the outstanding Class A common stock.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   a. Exhibits

   Exhibit No.                       Description of Exhibit
   ----------                        ----------------------
      4.1                      Second    Amended    and    Restated
                               Securities  Purchase  Agreement  and
                               certain related  agreements dated as
                               of May 28,  2000,  among Booth Creek
                               Ski  Group,  Inc.,  Booth  Creek Ski
                               Holdings,   Inc.,   the   Subsidiary
                               Guarantors  as defined  therein  and
                               each of John Hancock Life  Insurance
                               Company,  CIBC  WG  Argosy  Merchant
                               Fund 2,  L.L.C.,  Hancock  Mezzanine
                               Partners,     L.P.,    Co-Investment
                               Merchant  Fund,   L.L.C.  and  Booth
                               Creek Partners Limited II, L.L.L.P.

      10.1                     Second  Amendment dated May 28, 2000
                               to  Amended  and   Restated   Credit
                               Agreement  dated as of  October  30,
                               1998   among    Booth    Creek   Ski
                               Holdings,   Inc.,  Booth  Creek  Ski
                               Acquisition   Corp.,   Trimont  Land
                               Company,   Sierra-at-Tahoe,    Inc.,
                               Bear  Mountain,   Inc.,   Waterville
                               Valley  Ski  Resort,   Inc.,   Mount
                               Cranmore  Ski  Resort,   Inc.,   Ski
                               Lifts,     Inc.,    Grand    Targhee
                               Incorporated,  LMRC  Holding  Corp.,
                               Loon       Mountain       Recreation
                               Corporation,  Loon Realty Corp., and
                               Fleet National Bank.

      10.2                     Third  Amendment  dated May 28, 2000
                               to  Amended  and   Restated   Credit
                               Agreement  dated as of  October  30,
                               1998   among    Booth    Creek   Ski
                               Holdings,   Inc.,  Booth  Creek  Ski
                               Acquisition   Corp.,   Trimont  Land
                               Company,   Sierra-at-Tahoe,    Inc.,
                               Bear  Mountain,   Inc.,   Waterville
                               Valley  Ski  Resort,   Inc.,   Mount
                               Cranmore  Ski  Resort,   Inc.,   Ski
                               Lifts,  Inc.,  LMRC  Holding  Corp.,
                               Loon       Mountain       Recreation
                               Corporation,  Loon Realty Corp., and
                               Fleet National Bank.

      27.1                     Financial Data Schedule

   b. Reports on Form 8-K

     The  Company  filed a  Current  Report  on Form 8-K  dated  July 6,  2000,
reporting  under  Item 5  thereof  the  consummation  of the sale of the  Grand
Targhee resort to GT Acquisition I, LLC.
<PAGE>

                                   SIGNATURES

     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, thereunto duly authorized.

                                    BOOTH CREEK SKI HOLDINGS, INC.
                                          (Registrant)


                                    By:    /s/ ELIZABETH J. COLE
                                       ----------------------------------------
                                              Elizabeth J. Cole
                                        Executive Vice President and
                                           Chief Financial Officer
                                        (Principal Financial Officer)


                                    By:      /s/ BRIAN J. POPE
                                       ----------------------------------------
                                                 Brian J. Pope
                                       Vice President of Accounting and Finance,
                                            (Principal Accounting Officer)



August 31, 2000