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Vail Associates, Ltd. [1961-1964]
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Originally Processed With FOIA(s): FOIA Number: S S FOIA MARKER This is not a textual record. This is used as an administrative marker by the George Bush Presidential Library Staff. Record Group/Collection: Donated Historical Materials Collection/Office of Origin: Bush, George H.W., Collection Series: Personal Papers Subseries: Zapata Oil File, Personal Alphabetical File OA/ID Number: 25844 Folder ID Number: 25844-005 Folder Title: Vail Associates, Ltd. [1961-1964] Stack: Row: Section: Shelf: Position: G 5 1 2 6 Preliminary Prospectus dated September 18, 1963. PROSPECTUS VAIL ASSOCIATES, LTD. (a Colorado Limited Partnership) $600,000 IN 6% SUBORDINATED NOTES but has not yet become effective. Information contained herein is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification due November 1, 1973 $600,000 IN ADDITIONAL LIMITED PARTNERSHIP INTERESTS 120 Units, Consisting of $5,000 in 6% Subordinated Notes and $5,000 in Additional Limited Partnership Interests, at a Price of $10,000 Per Unit THESE ARE SPECULATIVE SECURITIES See heading SPECULATIVE ASPECTS on page 3 The 6% Subordinated Notes are subordinated to Senior Indebtedness which is defined to include all other indebtedness, including indebtedness to general creditors and after incurred indebtedness. There is no limit on the amount of Senior Indebtedness. See heading "6% Subordinated Notes" on pages 24-26. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Underwriting Proceeds to Photocopy from George Bush Presidential Library Public (1) Commissions (2) Registrant (2) (3) Per Unit $ 10,000 $ 500 under the securities laws of any such State. $ 9,500 Total 1,200,000 60,000 1,140,000(4) (1) The General Partners have the right at their discretion to sell 6% Subordinated Notes and Addi- tional Limited Partnership Interests in units smaller than $10,000. (2) Vail Associates, Ltd., has agreed to pay a commission of 5% of the gross proceeds of the sale of the Units offered hereunder to Caulkins Securities Corporation of which Keith L. Brown, George P. Caul- kins, Jr., and Harley G. Higbie, Jr., Original Limited Partners of Issuer, are stockholders, officers and di- rectors. Caulkins Securities Corporation will be an underwriter within the meaning of Section 2(11) of the Securities Act of 1933. It will bear all of the expenses connected with such sales. Caulkins Securities Corpora- tion has not engaged in the securities business in any capacity except in connection with the sale of securities of Issuer. See heading UNDERWRITING on page 30. (3) Before the deduction of certain expenses of registration payable by Vail Associates, Ltd., estimated at $20,120. (4) The total proceeds to registrant are based upon the assumption that all securities will be sold. Since the underwriting agreement is on "a best efforts" basis, there is no assurance that the Issuer will receive any proceeds of the offering. The date of this Prospectus is No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made such information or representations must not be relied upon as having been authorized by Vail Associates, Ltd. This Prospectus does not constitute an offer by Vail Associates, Ltd., to sell, or a solicitation by it of an offer to purchase, the securities offered hereby in any State to any person to whom it is unlawful for Vail Associates, Ltd., to make such offer or solicitation in such State. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances creáte any implica- tion that there has been no change in the affairs of Vail Associates, Ltd., since the date hereof. TABLE OF CONTENTS Page Page SPECULATIVE ASPECTS 3 The Ski Industry 18 Competition 18 DILUTION 4 SUMMARY OF OFFERING 5 CAPITALIZATION 19 USE OF PROCEEDS 5 Principal Holders of Securities 20 STATEMENTS OF OPERATIONS DESCRIPTION OF SECURITIES 20 6 Additional Limited Partnership HISTORY 7 Interests 20 Preliminary Investigation 7 MAP 22-23 The Vail Corporation 8 6% Subordinated Notes 24 The Transmontane Company 8 FREE SKIING PRIVILEGES 26 Vail Associates, Ltd. 9 OPTIONS TO ACQUIRE REAL ESTATE 26 BUSINESS 10 MANAGEMENT 27 Photocopy from George Bush Presidential Library Location 10 REMUNERATION AND INTEREST OF Terrain 11 MANAGEMENT AND OTHERS IN Propertics 11 CERTAIN TRANSACTIONS 27 Ski Lift Facilities 11 UNDERWRITING 30 Lodging Facilities 12 TAX STATUS OF PARTNERSHIP 30 Winter Resort Potential 14 LEGAL MATTERS 30 Summer Resort Potential 17 EXPERTS 30 Economic Potential 17 FINANCIAL STATEMENTS 32 This Prospectus omits certain, information contained in the Registration Statement filed with the Securities and Exchange Commission. Items of information which are thus omitted may be obtained from the Securities and Exchange Commission upon payment of the fee prescribed by the rules and regulations of the Commission. 2 VAIL ASSOCIATES, LTD. (a Colorado Limited Partnership) SPECULATIVE ASPECTS Any person considering the purchase of the 6% Subordinated Notes and the Additional Limited Partnership Interests (Units) being offered hereunder should recognize the speculative nature of the business and should carefully consider the factors set forth under this heading. There has been no active market for the existing partnership interest of Vail Associates, Ltd. (Vail Associates) since its inception. The price at which the Units are sold hereunder has been arbi- trarily determined. Although the assignee of a Limited Partner is entitled to share in the profits of the partnership and in its assets on dissolution, he cannot become a Substituted Limited Partner without the consent of the General Partners. There is no assurance that an assignee will be accepted by the General Partners as a Substituted Limited Partner. The primary source of income of the partnership is the operation of ski lift facilities which is dependent upon suitable weather conditions and the quantity and quality of snow during the week- end and holiday periods of the winter season, even though the lift facilities will be in operation for sightseeing purposes during the non-skiing seasons of the year. The success of the partnership's business is dependent upon the ability of its management to create housing facilities and atmosphere which appeal to the public's taste. It is subject to competition from other enterprises offering the same or similar type facilities and services, as well as from other types of entertainment and recreation. It is also subject to the changing desires and tastes of the public. Repayment of the Notes and any cash returns to the Additional Limited Partners are dependent upon the ability of the enterprise to generate cash in excess of operating and capital requirements. Since it is anticipated that substantially all of the excess cash generated will be applied to the retire- ment of debt and reinvested in additional plant facilities during the first years of operation, the Photocopy from George Bush Presidential Library investor may not expect an early recovery of his investment through cash distributions by the partner- ship. No assurance can be given that the investor will ever receive a recovery of his investment through cash distributions. The partnership sustained a loss during its operations through June 30, 1963. (See heading STATEMENTS OF OPERATIONS on page 6). As of such date Current Assets, Current Liabilities, and outstanding Senior Indebtedness were as follows: Current Assets $ 164,892 Current Liabilities $ 847,528 Senior Indebtedness $1,304,193 No Limited Partner shall take any part in the control or management of the business of the partnership nor shall any Limited Partner have any power or authority to act for or on behalf of the partnership. If a. Limited Partner takes part in the control or management of the partnership busi- ness, he becomes liable as a General Partner for the debts and obligations of the partnership under the provisions of Colorado Law. A Limited Partner does not have the right to withdraw from the partner- ship, although he may assign his interest subject to the limitations described above. The management and control of Vail Associates are vested in the General Partners who are Peter W. Seibert and The Vail Corporation. 3 Although the notes and Partnership Interests are being offered for sale in Units, there is no restriction on the separability of the securities constituting a Unit. In the event that all of the securities offered hereunder are not sold, there are no arrangements for the return of funds to subscribers. There is no assurance that all of the Units will be sold. If all of the Units are not sold the partnership may have to seek other financing at greater cost. There is no assurance that such financing will be available. DILUTION Contributions to Capital of Existing Partners The. General Partners acquired a 21.66% interest in the capital of the partnership in exchange for assets and unrecovered promotional, exploratory and development expenditures costing $146,382.21 in cash. The Original Limited Partners acquired a 20.92% interest in the capital of the partnership in exchange for assets and unrecovered promotional, exploratory and development expenditures costing $138,426.22 in cash. The interests of the General and Original Limited Partners aggregated 42.58% of the capital of the partnership which they acquired in exchange for assets and unrecovered promotional, exploratory and development expenditures costing $284,808.43 in cash. The Additional Limited Partners furnished $1,000,000 in cash, being substantially all of the cash necessary for the initial construction program, except for amounts derived from bank and other loans, in exchange for a 57.42% interest in the capital of the partnership. This 57.42% interest will be re- duced to a 50% interest, through the operation of special allocations to the Additional Limited Partners, prior to admission of new partners purchasing units offered hereunder. The effect of assigning to the General and Original Limited Partners as a group 42.58% of the capital of the partnership for assets, as above described, costing $284,808.43 in cash and assigning to the Additional Limited Partners as a group a 57.42% interest in the capital of the partnership for their contribution of $1,000,000 in cash was an immediate dilution of the contribution of the Additional Limited Partners of $1,000,000 to $734,887. Prior to admission of new partners purchasing units offered hereunder, the Additional Limited Partners will have been charged with an aggregate of $179,347 through the special allocation of depreciation and other items as set forth below. Under the provisions of the original Limited Partnership Agreement of Vail Associates, and as permitted under the 1954 Internal Revenue Code, all noncapitalized expenses incurred during con- struction prior to the commencement of lift operations, depreciation and the investment tax credit were allocated to the Additional Limited Partners until the sum of such allocations and any cash distributions Photocopy from George Bush Presidential Library to the Additional Limited Partners totalled $179,347, which was the difference between the aggregate capital accounts of the Additional Limited Partners and the aggregate capital accounts of the General and Original Limited Partners. The special allocation terminated upon equalization of the aggre- gate capital accounts of the respective partner groups in June 1963. Contributions to Capital of New Partners The interests of the new partners subscribing under this Prospectus have been determined as if such partners had subscribed to such interests as of the commencement of the venture. Assuming the sale of all Units offered hereunder, the new partners will have furnished $600,000 in cash in exchange for a 23.08% interest in the capital of the partnership. The effect of assigning to the new partners as a group 23.08% of the capital of the partnership is an immediate dilution of the contribution of the new partners from $600,000 to $433,869. In addition, there will be charged to the interests of the new partners 23.08% of the total charges accrued against partnership capital since inception. The ultimate amount of such charges is not presently determinable. At June 30, 1963, the charge would have been $71,950. This would have resulted in the aggregate dilution of the investment of the new partners from $600,000 to $361,919 as of such date. 4 The existing Additional Limited Partners will have furnished $1,000,000 in cash for a 38.46% interest in the capital of the partnership. The General and Original Limited Partners will have fur- nished cash, real estate, and unrecovered promotional, exploratory and development expenditures costing $284,808.43 in cash for a 38.46% interest in the capital of the partnership. Neither the General, Original or Existing Additional Limited Partners will have contributed to the capital in the form of 6% Subordinated Notes, unless they purchase Units hereunder. SUMMARY OF OFFERING Vail Associates, a limited partnership, was organized under the Uniform Limited Partnership Law of the State of Colorado as of March 1, 1961. It proposes to offer for sale $600,000 in 6% Sub- ordinated Notes due November 1, 1973 and $600,000 of the Additional Limited Partnership interests in Units of $10,000 each, consisting of $5,000 in 6% Subordinated Notes and $5,000 in Additional Limited Partnership Interests, although notes and interests may be sold in smaller units if the Gen- eral Partners S0 determine. The Units may be subscribed by executing a subscription agreement and the Partnership Agree- ment. The entire purchase price shall be paid in cash or by check or money order at the time of subscription. Although the 6% Subordinated Notes will be dated November 1, 1963, Vail Associates will pay interest from the date of actual receipt of proceeds of the sale of such notes. Although the partnership agreement will be dated as of November 1, 1963, persons purchasing partnership interests hereunder will share in the economic burdens or benefits of membership in the partnership from the first day of the month next following the date of receipt of his subscription. USE OF PROCEEDS The net proceeds from the sale of the Units after deducting underwriting commissions and other expenses estimated at $80,000, are intended to be used by Vail Associates for the following purposes: 1. Payment of amounts due on Bank Loan $ 117,000.00 2. Additional working capital 168,000.00 3. Repayment of amounts due partners 500,000.00 4. Capital improvements 65,000.00 5. Investment in Lodge Associates, Ltd. 89,000.00 6. Purchase of Antholz land including attendant expenses 170,000.00 7. Miscellaneous 11,000.00 Photocopy from George Bush Presidential Library $1,120,000.00 If less than all of the Units offered hereunder are sold, the proceeds will be applied in order listed above. If funds are not available from the proceeds of the sale of the Units being offered here- under, the partnership will have to seek other sources of financing. There is no assurance that the amount of proceeds shown above will be received by the Issuer or that other financing can be procured on satisfactory terms and conditions. The proceeds of the loan from partners (whose names are set forth under the heading Vail Associates, Ltd. on page 9) to be repaid from the sale of the Units being offered hereunder have been used with the other funds of the partnership for the acquisition of the assets set forth in the balance sheet of the partnership shown on pages 32-33 of the Prospectus. The capital improvements enumerated in the foregoing USE OF PROCEEDS include improve- ments in trails, additional snow packing equipment, ski patrol equipment, a small maintenance shop on the mountain, and minor improvements to the lifts. Such improvements will not expand lift capacity. The additional working capital is to be used for the general operating purposes of the partner- ship and as such would be applied to the extent necessary to payroll, inventory, interests, taxes and other expenses of operation. 5. Vail Associates has acquired from The Gore Creek Company, a joint venture, an option to pur- chase approximately 140 acres of land consisting of part of the Antholz ranch lying immediately east of the Hanson ranch for a price of $253,500, payable as follows $148,500 at closing and the balance in three annual installments of $35,000 per year, which is the price paid for such land by The Gore Creek Company. Upon exercise of the option, Vail Associates will be required to reimburse The Gore Creek Company for the expenses involved in the purchase, including a commission of five percent of the purchase price payable to John F. Conway, Jr., for services rendered in negotiating the sale and to pay interest at the rate of six percent per annum on all sums invested by The Gore Creek Company in the acquisition during the period between the date of such investment and the exercise of the option by Vail Associates. Such sum would include in addition to the purchase price of the land and the commission, legal fees estimated at $1,500 and real estate taxes, the amount of which is impossible to estimate because the land has not yet been separately assessed. No commission, finder's fee or other compensation other than commission and interest described above will be paid by Vail Associates for such option, which expires on April 30, 1964. Mr. Conway is one of the promoters and an Original Limited Partner of Vail Associates, Ltd. He is also a stockholder of The Vail Corporation. Among the members of The Gore Creek Company are Caulkins Oil Company, David C. Hart, John D. Murchison, Jerome Rich, Fitzhugh Scott, Peter W. Seibert, Robert D. Stuart, Jr., Thomas E. Taplin, Vernon Taylor, Jr., and John B. Tweedy. All of the foregoing are partners of Vail Associates except Caulkins Oil Company, which is owned by George P. Caulkins, a partner of Vail Associates. The other relationships of Messrs. Conway, Murchison, Scott, Seibert, Taylor and Tweedy to Issuer are set forth under the headings HISTORY on pages 7, 8, and 9, MANAGEMENT on page 27, and REMUNERATION AND INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANS- ACTIONS on pages 27, 28, and 29. Vail Associates believes that the tract will provide an important complement to land already owned by it. Assuming a successful operation during the 1963-64 winter season, Vail Associates expects that it will be necessary to expand substantially its lift capacity during the summer of 1964 by the erec- tion of two new double chair lifts at a total cost of approximately $350,000. Assuming the sale of all of the Units offered hereunder, management believes that cash on hand and other financial re- sources available to it will enable it to finance such additional equipment. There is no assurance that Photocopy from George Bush Presidential Library there will be either cash on hand or other financial resources available for such purposes at that time. STATEMENTS OF OPERATIONS Statements of operations for the period December 15, 1962 (commencement of lodge and lift operations) through March 31, 1963, and for the period December 15, 1962 through June 30, 1963, are set forth below. The statement of operations for the period December 15, 1962 through March 31, 1963, has been examined by Arthur Andersen & Co., independent public accountants, as set forth in their opinion included elsewhere in this Prospectus. The statement for the period December 15, 1962 through June 30, 1963, has been prepared by the partnership and has not been examined by independent public accountants. In the opinion of the partnership, all known adjustments (which include only normal recurring accruals) necessary to present fairly the results of operations for the period ended June 30, 1963, have been made. These statements should be read in conjunction with the financial statements and related notes included elsewhere in this Prospectus. The operations of the partnership are of a seasonal nature. The results presented below are not necessarily indicative of what may be expected from operations for the complete fiscal year. 6 December 15, 1962 through June 30, 1963 March 31, 1963 (Not Audited) (Audited) OPERATING REVENUES: Lodge $ 291,737 $256,409 Ski lifts 204,309 178,824 Ski school 31,363 26,176 $ 527,409 $461,409 OPERATING EXPENSES: Lodge $ 368,372 $292,434 Ski lifts 127,913 96,486 Ski school 31,234 26,610 General repairs and maintenance 17,838 5,747 Depreciation and amortization 69,638 37,460 $ 614,995 $458,737 Gross profit (loss) from operations $ (87,586) $ 2,672 GROSS PROFIT FROM REAL ESTATE SALES: Gross sales $ 144,651 $130,419 Cost of property sold 31,385 24,642 $ 113,266 $105,777 Gross profit $ 25,680 $108,449 GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative $ 67,208 $ 46,118 Advertising and information 39,164 28,030 Amortization of deferred costs 31,399 16,754 $ 137,771 $ 90,902 Income (loss) from operations $(112,091) $ 17,547 INTEREST EXPENSE 39,461 22,981 Net income (loss) $(151,552) $ (5,434) Photocopy from George Bush Presidential Library Additional annual interest requirements on the subordinated notes being offered hereunder will be $6,000 (net of interest requirements on $500,000 in partners' loans outstanding as of June 30, 1963, to be repaid out of the proceeds from sale of the notes). HISTORY Preliminary Investigation In 1957, after thorough reconnaissance of the area which Vail Associates is developing (Vail) and other potential sites in Colorado, John F. Conway, Jr., Earl V. Eaton, J. Robert Fowler and Peter W. Seibert purchased a tract of land containing 500 acres, more or less, known as the Hanson Ranch, for a purchase price of $55,000. In 1959, Messrs. Conway, Eaton, Fowler and Seibert, together with George P. Caulkins, Jr., and John B. Tweedy, obtained from the U. S. Department of Agriculture, Forest Service, (Forest Service) approval of their application for a Conditional Special Use Permit (Conditional Permit) for the financing of the development of a summer and winter recreational area on National Forest land abutting the southern boundary of the Hanson Ranch. The Hanson Ranch, the area covered by the Forest Service Permit, and the other properties hereinafter referred to are shown on the map appearing on pages 22 and 23. 7 The Vail Corporation In December 1959, The Vail Corporation was formed to plan and develop the proposed area. Messrs. Caulkins, Conway, Eaton, Fowler, Seibert and Tweedy assigned to it 200 acres of land controlling access to the permit area, the right to obtain a Conditional Permit, and all of the data which had been accumulated in studying the project, which assets had been acquired at a cash cost of $22,790.00, in exchange for 10,000 shares of $1.00 par value common stock of The Vail Corporation, being 50% of the authorized stock of the corporation. Twenty-one other persons, whose names are listed below, contributed an aggregate of $96,000 in cash and $4,000 in services in exchange for 10,000 shares of $1.00 par value common stock of The Vail Corporation, being the remaining 50% of its authorized stock. Fredric A. Benedict Aspen, Colorado Keith L. Brown Denver, Colorado G. W. Douglas Carver Redwood City, California C. T. Chenery New York, New York Cortlandt S. Dietler Denver, Colorado Charles E. Dimit Boulder, Colorado Gerald T. Hart Denver, Colorado Richard M. Hauserman Cleveland, Ohio Harley G. Higbie, Jr. Denver, Colorado Jerome A. Lewis Denver, Colorado William McBride Love St. Louis, Missouri John F. McAllister Minturn, Colorado William H. McCluskey Tulsa, Oklahoma John D. Murchison Dallas, Texas William B. Rubey Houston, Texas Fitzhugh Scott Milwaukee, Wisconsin William F. Stevens Gypsum, Colorado Vernon Taylor, Jr. Denver, Colorado Ione Uihlein Rochester, Minnesota William K. Whiteford, Jr. Denver, Colorado Philip H. Wootton, Jr. New York, New York Photocopy from George Bush Presidential Library The cash resources of The Vail Corporation were budgeted and substantially expended between De- eember 1959, and June 30, 1961, for studies of lift equipment, aerial and ground surveys and mapping, engineering studies of lift design and construction, engineering studies of a water supply and a sewage disposal system, architectural studies of terminal facilities and a preliminary site plan, economic feasibility studies of lift operations, economic feasibility studies of hotel operations, the establishment of a still and motion picture library, attorneys' fees, accountants' fees, the purchase of a snow cat and jeep, the purchase of safety and other miscellaneous equipment, the construction of a small summit house, salaries and office expense. The Vail Corporation's sole investment is its investment in Vail Associates, and its only present activity is that of acting as one of the two General Partners of the Issuer. The Transmontane Company As of May 2, 1960, Messrs. Caulkins, Conway, Eaton, Fowler, Seibert and Tweedy and the other stockholders of The Vail Corporation named above formed a general partnership for the acquisition, ownership and disposition of real estate in Gore Creek Valley under the name of The Transmontane 8 Company. On that date, The Transmontane Company purchased from Peter E. Katsos a tract of land known as the Katsos Ranch, containing 500 acres, more or less, situated approximately 1.5 miles east of the Hanson Ranch for a purchase price of $75,000. The purchase price was payable as follows: $10,000 at closing, with the balance represented by the purchaser's promissory note for $65,000 payable in ten equal annual installments with interest at the rate of six per cent per annum. As of the same date, Messrs. Caulkins, Conway, Eaton, Fowler, Seibert and Tweedy assigned to The Transmontane Company the remaining 300 acres of the Hanson Ranch, which had not been assigned to The Vail Corporation. The cost of such land to the assignors was $35,504 in cash. Subsequently on December 20, 1961, all lands held by The Transmontane Company and proceeds from the sale of a grazing preference and cattle, totaling $6,833, were assigned by it to Vail Associates as part of the contribution of its partners to the capital of the partnership. Since the assignment, The Transmontane Company has remained inactive, although it has not been formally dissolved. Vail Associates, Ltd. As of March 1, 1961, Vail Associates was organized to purchase, construct, own and operate the facilities described under the heading BUSINESS as a summer and winter recreational area. As one of the General Partners of Vail Associates, The Vail Corporation assigned, on December 20, 1961, as its capital contribution to Vail Associates, the following: (a) the results of the organiza- tion and development expenditures and miscellaneous property and equipment described above, (b) the Conditional Permit and (c) 200 acres of land, more or less, for a 17.23% interest in the capital of the partnership. The assigned assets cost The Vail Corporation $96,000 in cash and 10,400 shares of capital stock of The Vail Corporation. Peter W. Seibert, the other General Partner, and the other individuals listed above as stockholders of The Vail Corporation, or their successors; as Original Limited Partners, contributed on December 20, 1961, as their capital contribution to Vail Associates, the following: (a) $100,000 in cash, and (b) 800 acres, more or less, consisting of the Katsos Ranch (500 acres, more or less), and 300 acres, more or less, of the Hanson Ranch, for a 25.35% interest in the capital of the partnership. The assigned assets cost the partners $166,017.61 in cash. The Katsos Ranch was assigned subject to the lien of the deed of trust given to secure the purchase money note on which there was an unpaid balance due Photocopy from George Bush Presidential Library of $58,500, which was assumed by Vail Associates. On March 9, 1961, The First National Bank of Denver (Bank) and the Small Business Ad- ministration (SBA) agreed to loan to Vail Associates $500,000 (Bank Loan), subject to certain conditions, one of which is that Borrower apply 75% of the proceeds of the sale of real estate to the prepayment of the principal installments last maturing. The loan is represented by a promissory note payable to The First National Bank of Denver in annual principal installments of $60,000 per annum for the first five years and $40,000 for the second five years with interest at the rate of 5.65% and is secured by the lien of a first deed of trust. The balance of the capital of Vail Associates was provided through the sale of $1,000,000 in Additional Limited Partnership Interests and through the borrowing of $386,000 from certain partners. On May 27, 1963, Vail Associates borrowed an additional $114,000 from such partners to provide it with working capital pending the sale of the securities being offered hereunder. The part- ners who have made such loans to Vail Associates, Ltd., are George P. Caulkins, Jr., J. Robert Fowler, Gerald T. Hart, R. M. Hauserman, Harley G. Higbie, Jr., Fitzhugh Scott, Peter W. Seibert, and John B. Tweedy. Vail Associates has executed a deed of trust granting a lien on all of its prop- erties to secure such loans, which lien is subordinate to the lien of the Bank. 9 BUSINESS Vail Associates owns and operates ski lifts, a ski school, related food serving facilities and a hotel. In addition it leases. and sells real estate for commercial and residential development. A more complete description of its properties and operations follows. Location The properties which Vail Associates owns are located approximately 107 miles west of Denver on U. S. Highway No. 6 on the west flank of Vail Pass. U. S. Highway No. 6 has been designated as the route of Interstate 70, a limited access, divided highway from Denver and points east, to Grand Junction, Colorado, and points west. Plans for Interstate 70 project a tunnel under the Continental Divide near Loveland Pass with an east portal at the Loveland Basin ski area and a west portal in the Straight Creek drainage area. The new highway will run through the properties being developed by Vail Associates, paralleling and abutting on the north the existing highway, which will remain as a frontage road. The construction of Interstate 70 has commenced and is scheduled for completion in 1972. It may result in the purchase or condemnation by the Highway Department of a portion of the land owned by Vail Associates. It is impossible to estimate the amount of compensation which Vail Associ- ates might be entitled to receive as a result of such purchase or condemnation. Driving time from Vail to Denver is now approximately two and one-half hours. The construe- tion of Interstate 70 will tend to decrease the time required to drive from Denver to Vail. The bulk of the automobile traffic from Denver to Glenwood Springs and Aspen must pass by Vail en route. Three regularly scheduled Continental Trailway buses pass Vail in each direction daily en route be- tween Denver and the West Coast. Winter driving conditions on Berthoud, Loveland and Vail Passes are sometimes hazardous, although such conditions have not prevented the development of other ski areas such as Winter Park, Arapahoe Basin, Breckenridge and Aspen, all of which are situated on the western slope of the Con- tinental Divide. Vail is 38 miles from the Bond Station of the Denver and Rio Grande Western Railroad on its Photocopy from George Bush Presidential Library Moffat Tunnel Route between Denver and Grand Junction and points west. It is a scheduled stop for all Burlington and Rio Grande trains between Chicago and Salt Lake City via Denver, including the Prospector and the California Zephyr. Trains running from Denver west arrive at Bond approxi- mately one and one-half hours before they arrive in Glenwood Springs. The road from Bond to Vail is an all-weather improved road. Driving time is approximately one hour. Vail is 7 miles from the Denver and Rio Grande Western Railroad Station at Minturn on the Royal Gorge Route. Although the Royal Gorge Route is of secondary importance as a passenger route, the proximity of Vail to this station has significant advantages for freight purposes. The Eagle Airport, a Federal Aviation Agency Flight Service Station, located between Eagle and Gypsum at an elevation of 6,496 feet, is 35 miles west of Vail on U. S. Highway No. 6 (Interstate 70). It has a weather reporting station, refueling service and a lighted runway 5,100 feet in length. It is capable of handling multi-engine planes. Vail is bounded on the north and the south by the White River National Forest. The north side of the valley forms the south flank of the Gore Range. The summit at Vail is approximately 3 miles north of the north boundary of the Camp Hale Military Reservation, the training area for the 10th Mountain Division (Ski Troops) during World War II. 10 Terrain The area covered by the Forest Service Permit consists of a broad ridge separating, and part of, the drainage areas of Gore Creek, Mill Creek, Game Creek and Two Elk Creek. The elevation at the junction of Mill and Gore Creeks is 8,200 feet. The elevation at the summit is 11,250 feet. The slopes with a north orientation are covered with aspen, spruce and lodge pole pine from the valley floor to an elevation of approximately 10,000 feet. The north slopes above 10,000 feet and the south slopes are grass covered and relatively free of trees. The intersection of the main ridge with the two subsidiary- ridges running north and south form four bowls with northeast, southeast, southwest and northwest exposures, respectively. The ski lift facilities service all bowls except the northeast bowl which is scheduled for later development. The fee land owned by Vail Associates is located on both sides of U. S. Highway No./ 6 (Inter- state 70). Gore Creek, a tributary of the Eagle River, parallels the highway throughout the length of the properties from east to west. Properties The real estate acquired by Vail Associates consists of two tracts of approximately 500 acres each, known as the Hanson Ranch and the Katsos Ranch. The bulk of the acreage on each ranch is open meadowland with aspen and spruce trees along the north and south boundaries. Approxi- mately 100 acres of the Hanson Ranch is irrigated hay meadow. Both ranches have been used ex- clusively for sheep and cattle operations. A large proportion of each ranch is suitable for resort residence and commercial development. With the Hanson and Katsos Ranches are water rights for approximately 29 cubic feet of water per second of time from Pitkin, Booth, Mill, Spraddle, Middle and Sandstone Creeks. In addition, The Vail Corporation has caused to be filed a map and state- ment claiming 12.4 cubic feet of water per second of time from certain springs on the south side of the valley. These springs have sufficient capacity to serve the resort with potable water. In the opinion of management, water for both irrigation and drinking purposes is available in sufficient quantities to supply all foreseeable needs. The Forest Service has granted to Vail Associates a thirty year Term Special Use Permit (Term Permit) authorizing it to develop a summer and winter recreational area at Vail. It is a condition of the Term Permit that the permittee pay to the Forest Service the following fees: $ 500 for the fiscal year 1962 (11-1-61 to 10-31-62) Photocopy from George Bush Presidential Library 500 for the fiscal year 1963 (11-1-62 to 10-31-63) 1,000 for the fiscal year 1964 (11-1-63 to 10-31-64) and for subsequent years. In addition, commencing November 1, 1963, and annually thereafter for each of the fiscal years of 1964 through 1968, inclusive, the permittee will be required to pay to the Forest Service one and one-half per cent of the net sales, as defined in the Term Permit, derived by the permittee from all sources of business conducted on the land covered by the permit. The amount of the percentage fee will be subject to readjustment at the beginning of each five-year period during the term of the Term Permit. Ski Lift Facilities The real estate improvements owned by Vail consist of a gondola lift, two double-chair lifts, a beginners' lift, a midway area service building, a lower terminal building, parking, a bridge, and ap- proximately 200 acres of trails. The gondola lift has 63 four passenger cabins which transport passengers from the lower terminal to a point at the base of the northwest bowl. It has a carrying capacity of approximately 500 persons 11 per hour. The vertical rise is approximately 1,935 feet. The slope length is approximately 9,580 feet. Trip time is approximately 14.5 minutes. In the opinion of management, the gondola lift has several advantages over other types of uphill transportation: 1. Comfort, because passengers are protected from the elements. 2. Appeal to the beginning skiers, because they can ski the relatively easy northwest bowl and return to the base by comfortable lift transportation. 3. Appeal to the summer and non-skiing winter visitors, because they can ride to midway and back with comfort and a feeling of security. 4. An extended season, because the gondola lift will give direct and easy access to the upper slopes early and late in the season when conditions at the bottom do not permit good skiing. This gondola is visible from the highway and, in the opinion of management, should attract sum- mer tourist business. The northwest bowl is serviced by a double chair lift with 136 chairs rising approximately 1,150 feet from midway to the summit. The slope length is approximately 4,540 feet. It has a carrying capacity of approximately 900 persons per hour. To service the open slopes of the southeast and southwest bowls and the intervening ridge, a double chair lift with 164 chairs runs from the summit to a point below the junction of the two creeks draining these bowls. Here the vertical rise is approximately 2,000 feet and slope length is approxi- mately 5,700 feet. The carrying capacity of this lift is approximately 870 persons per hour. In the valley there is a beginners' lift near the lower terminal of the gondola lift. Lodging Facilities Vail Associates operates a hotel known as The Lodge at Vail in a building leased from Lodge Associates, Ltd., a Colorado Limited Partnership, some of whose partners are also partners of Vail Photocopy from George Bush Presidential Library Associates. The building is located on land owned by and leased from Vail Associates for a term of 49 years commencing July 1, 1962. The ground lease from Vail Associates, Ltd., to Lodge Associates, Ltd., provides for an annual rental of 7% of the appraised value of the leased premises, not includ- ing the value of the building and other improvements placed thereon by Lessee. The appraised value is to be redetermined at the end of the fourth, ninth, nineteenth, twenty-ninth and thirty-ninth year of the lease term. Because the lease of the hotel facilities by Vail Associates provides that it will assume all obligations due on account of ground rental, the amounts due to and payable by Vail for ground rent under these leases offset each other. The hotel building is adjacent to the lift facilities and contains 66 double rooms, dining room, bar, card room, rathskeller, cafeteria and kitchen facilities designed to furnish not only its own food serving areas but, in addition, a cafeteria owned by Vail Associates at Mid-Vail. It is built of pre- stressed concrete, double-T construction at a cost of $958,000 including architects' fees, loan costs, interest during construction and insurance. Lodge Associates was organized for the purpose of constructing the hotel building under lease to Vail Associates. It has engaged in no other activities. 12 The hotel building is leased to Vail Associates under a lease for a term of 25 years which provides that Vail Associates will pay to Lodge Associates annually as rental the total of: 1. 10% of the total cost of construction of the hotel building; plus 2. 3% of the amount by which the gross revenues received from room, restaurant and beverage sales exceeds $600,000, or 10% of the amount by which the gross revenues received from room, restaurant and beverage sales exceed the total cost of the build- ing, whichever sum is larger. Rental is payable in monthly installments due on the first day of each month. In addition Vail Associates has agreed to pay as the same becomes due all amounts which Lodge Associates may be obligated to pay as ground rental, all real estate taxes and insurance. Vail Associates has assumed the burden of non-capital repairs and of maintenance during the lease term. Vail Associates has been given an option to purchase the hotel building at an option price equal to the total cost of construction of the hotel building at any time during the lease term, if the gross operating profits of the hotel as defined in Uniform System of Accounts for Hotels, 1952 Edition, are not equal to the aggregate of the following: 1. Rental due to Lodge Associates; 2. Taxes and insurance; 3. Rental, or taxes, insurance, amortization and interest on furniture and furnishings. The cost of equipping, furnishing and decorating the hotel building and two cafeterias, borne by Vail Associates, totalled $284,921, which cost has been financed through equipment leases and chattel mortgages. The rate of room occupancy of The Lodge at Vail from the time it opened on December 20, 1962 until it closed on April 20, 1963 was: Period Rate of Occupancy Photocopy from George Bush Presidential Library December 20- 31 52.1% January 1- 31 34.0% February 1- 28 71.0% March 1- 30 91.0% April 1- 20 69.0% The Lodge at Vail was closed from April 20, 1963 through July 1, 1963 and has been operated on a minimum staff basis during the months of July and August, 1963, because construction in the area was incompatible with resort operations. Its rates of occupancy during this period have been as follows: Period Rate of Occupancy July 1-31 22.6% August 1 40.7% For the seven months ended June 30, 1963, lodge operating expenses have exceeded lodge operat- ing revenues by $76,635.00. 13 In addition, there have been constructed at Vail on lands purchased or leased from Vail Associates a 52 room motel, known as the Vail Village Inn, with dining room, bar and service station facilities, a sports shop and office building, a small inn with dining room facilities and apartments, a beauty and gift shop, a drug store, a liquor and delicatessen store, a series of row or common-wall houses, and 26 private residences. It is estimated that there are now at Vail overnight accommodations, including private resi- dences, for more than 500 persons. In addition, there are under construction 25 private residences, 35 private apartments, a 26-unit ski lodge, a building for employees and an office building. It is estimated that these facilities will provide accommodations for an additional 400 persons. Vail Water and Sanitation District, a special improvement district under the laws of Colorado, has been duly organized to construct, own and operate water and sewerage facilities in Vail Village, First Filing. The water and sewerage system has been constructed and the cost met through the sale of bonds to Boettcher and Company, 828 17th Street, Denver, Colorado. The water for such system has been provided from sources owned by Vail Associates. Winter Resort Potential Vail's potential as a winter resort is based upon (a) the size and character of its mountain, (b) its location, and (c) the suitability of the private land for resort development. The terrain at Vail qualifies it as a major ski area. There are currently in operation only two other ski areas in the United States with an unbroken vertical rise in excess of 3,000 feet presently serviced by ski lifts. These are at Aspen, Colorado, and Sun Valley, Idaho. Vail is the third: The summit is below timber- line. The elevations are roughly comparable to the elevations at Aspen, Colorado, the base being about 200 feet higher and the summit being 48 feet higher. The terrain at Vail offers a variety of skiing. There is an abundance of open gentle slope for the beginning and intermediate skier and of steep wooded slope and open bowl terrain for the expert. There is ample opportunity for ski touring. The grassy upper slopes are conducive to early skiing. Exposures are excellent for spring skiing lasting through May in normal years. The open terrain has minimized clearing costs. Photocopy from George Bush Presidential Library 14 Snow conditions at Vail have been observed since the winter of 1954-55. The following tables reflect the results of these observations by Earl V. Eaton from 1954-55 through 1956-57 and of Peter W. Seibert and Earl V. Eaton from 1957-58 through 1960-61: Date Base 8,200 feet Summit 11,200 feet 1954-55 Nov. 17 10 inches 21 inches Dec. 12 19 inches 36 inches Jan. 20 25 inches 49 inches Feb. 18 32 inches 60 inches 1955-56 Nov. 1 24 inches Nov. 21 26 inches 42 inches Dec. 19 32 inches 57 inches Feb. 7 35 inches 68 inches Apr. 3 41 inches 81 inches 1956-57 Dec. 10 14 inches 29 inches Dec. 28 20 inches 41 inches Jan. 17 28 inches 59 inches Mar. 1 43 inches 80 inches May 12 24 inches ** 60 inches 1957-58 Nov. 15 12 inches 25 inches Dec. 13 23 inches 45 inches Mar. 20 35 inches 72 inches 1958-59 Dec. 18 16 inches 34 inches Mar. 15 40 inches 76 inches Apr. 2 23 inches 84 inches 1959-60 Oct. 17 6 inches 32 inches Jan. 20 30 inches 60 inches Feb. 28 30 inches 74 inches Photocopy from George Bush Presidential Library Mar. 5 34 inches 90 inches Mar. 24 25 inches 78 inches Apr. 3 16 inches 90 inches May 3 36 inches 65 inches May 29 28 inches 45 inches 1960-61 Nov. 28 10 inches 28 inches Dec. 19 12 inches 30 inches Dec. 27 18 inches 41 inches Jan. 7 16 inches 36. inches Feb. 11 20 inches 38 inches Feb. 19 22 inches 50 inches Mar. 9 29 inches 66 inches Apr. 15 15 inches 80 inches Measured at 9,200 feet on south slopes. Measured at 11,200 feet on south slopes. Measured at 10,100 feet on north slopes. 15 No regular snow depth measurements were made by Messrs. Seibert and Eaton during the construction season of 1962 although conditions were believed to be comparable to the preceding year. On March 1, 1962, snow depths at the base and summit measured three and nine feet respec- tively. Virtually no snow fell during the fall of 1962 until December 20, 1962. Although the snowfall in the fall and early winter of 1962 has been the lightest in recorded history, it did not interfere with the conduct of the Olympic Ski Training Camp at Vail from December 23 through January 4, 1963. Skiing conditions were poor until late January, 1963. From early February through March, 1963, they were generally good. Winter operations closed on April 21, 1963. The following represent snow depth measurements of packed base taken by the Ski Patrol in trail areas during the 1963 season Date Summit Mid-Vail Base January 8 6 inches 3 inches No Measurement February 1 33 inches 37 inches 10 inches March 1 52 inches 58 inches 18 inches April 1 42 inches 46 inches 2 inches April 19 35 inches 41 inches Closed The following figures represent snow depths measured by the U. S. Department of Agricul- ture, Soil Conservation Service. They compare the average snow depth at approximately the same elevation on Vail, Independence, Berthoud and Loveland Passes from 1952 through 1961. The point of measurement on Independence Pass is approximately 10 miles east of the town of Aspen. February 1 April 1 Vail Pass 44.0 inches 55.2 inches (Measured at 10,000 feet, station #6K15, 4 miles west of Vail Pass along U.S. Highway 6) Independence Pass 38.2 inches 55.4 inches (Measured at 10,200 feet, station #6K4, 2,000 feet west of West Portal Independence Pass Tunnel) Berthoud Falls 34.4 inches 45.0 inches Photocopy from George Bush Presidential Library (Measured at 10,500 feet, station #5K13, 2 miles east of Berthoud Pass near U.S. Highway 40) Loveland Pass 36.0 inches 50.6 inches (Measured at 10,600 feet, station #5K5, between U. S. High- way 6 and south fork of Clear Creek) Wind conditions in the area have been observed for the past seven years, summer and winter. Prevailing winds from the northwest appear to be deflected upwards and over the area by the ridges on the northwest flank. Vail is accessible for both out-of-state vacation skiers and for Colorado residents. The following table shows the length of time it takes to reach Vail from the various cities in the United States by auto, train and air. In each total elapsed time there has been included the time necessary for transpor- tation by bus from Bond to Vail in the case of train travel and from Denver to Vail in the case of air travel. The elapsed time for auto transportation does not include time out for meals or overnight stops. No attempt has been made to estimate travel time to Vail by private plane via Eagle because of the differing performance characteristics of small aircraft. 16 City Air (jet where Auto Train available) Denver 2 hrs. 30 min. 4 hrs. 43 min. - - Chicago 22 hrs. 30 min. 22 hrs. 23 min. 5 hrs. 15 min. New York 53 hrs. 39 hrs. 23 min. 6 hrs. 5 min. Dallas 18 hrs. 30 min. 19 hrs. 10 min. 4 hrs. 42 min. St. Louis 20 hrs. 30 min. 25 hrs. 43 min. 7 hrs. 10 min. Kansas City 14 hrs. 30 min. 17 hrs. 3 min. 4 hrs. 25 min. Minneapolis-St. Paul 19 hrs. 30 min. 26 hrs. 53 min. 4 hrs. 30 min. Milwaukee 23 hrs. 20 min. 25 hrs. 35 min. 7 hrs. 50 min. Los Angeles 21 hrs. 30 min. 24 hrs. 20 min. 5 hrs. 5 min. San Francisco 23 hrs. 30 min. 30 hrs. 35 min. 5 hrs. 20 min. Salt Lake City 8 hrs. 10 hrs. 20 min. 4 hrs. 10 min. Vail's primary source of out-of-state patrons are the midwestern and southwestern parts of the United States. For skiers from those areas Vail is more accessible than Aspen or Sun Valley. Vail is now sufficiently close to Denver to attract one-day skiers. The construction of Interstate 70 will decrease the time now required to drive from Denver to Vail. Summer Resort Potential The real estate owned by Vail Associates is suitable in character and adequate in size to permit the construction of a fully integrated resort with all facilities necessary for summer and winter recreation. Gore Creek, The Eagle River and mountain lakes provide fishing opportunities. Vail will be approximately 31 miles from Dillon Reservoir. The Sawatch Range to the west and south and the Gore Range to the north can be reached easily for summer pack trips. The potential for spring, summer and fall activities is significant because investors in lodging facilities can reasonably anticipate a higher annual rate of occupancy than can be expected at areas devoted exclusively to winter recreation. Vail Associates proposes to construct a swimming pool and tennis courts during the spring of 1964, if funds generated from operations are available for such purposes. There is no assurance that such funds will be available. Riding horses and equipment were available at Vail on a rental basis during the summer of 1963. Photocopy from George Bush Presidential Library The lifts have operated during the summer of 1963 on a daily basis for sight-seeing purposes. While not operating as a resort hotel because of construction in the area, The Lodge has been open on a limited basis since July 1, 1963, providing accommodations to construction personnel and to transient guests. The revenues from lodge and lift operations during July and August have exceeded variable lodge and lift operating expenses, such as payroll, heat, light and power expenses, but have not been sufficient to cover fixed lodge and lift operating expenses, such as insurance, taxes, interest and depreciation. As a summer resort, Vail's facilities will be in competition with other resort facilities in Colorado, such as the Broadmoor Hotel and the Garden of the Gods Club at Colorado Springs, Estes Park, and Aspen. Economic Potential In the opinion of management Vail's economic potential is based upon four separate sources of revenue. They are: (a) vacation skiers, (b) transient one-day skiers, (c) summer tourists, and (d) revenues from the ownership of real estate. In the opinion of management their combination should result in greater economic stability and profit potential than may be expected at ski areas dependent upon fewer sources of revenue. 17 The Ski Industry The modern American ski industry dates from the early 1930's. Its growth was relatively slow until the 1950's. Although Mount Mansfield at Stowe, Vermont and Sun Valley, Idaho, were developed prior to World War II, most areas now in operation were built after 1946. Attendance at Colorado ski areas in recent years according to the Forest Service has been as follows: Berthoud Winter Cooper Arapahoe Basin Loveland Pass Park Hill Year 1953 22,496 7,925 34,045 43,741 12,800 1954 31,504 6,650 26,000 48,330 16,000 1955 26,209 4,850 22,500 69,571 18,350 1956 35,765 10,215 24,935 87,280 14,031 1957 33,292 30,453 31,788 70,145 12,072 1958 34,000 67,382 19,727 73,009 11,386 1959 44,000 70,485 12,533 93,976 10,874 1960 48,388 92,787 13,326 106,711 9,670 1961 60,515 105,300 12,567 86,065 10,748 1962 70,466 107,760 11,915 118,260 10,365 1963 54,116 64,693 7,483 83,960 9,280 Total of Aspen Aspen Highlands Buttermilk Vail These Areas 38,500 159,507 1953 62,700 191,184 1954 1955 62,000 203,480 1956 85,800 258,026 83,000 260,750 1957 104,300 309,804 1958 371,268 1959 93,100 29,900 16,400 1960 117,960 29,920 14,990 433,752 1961 107,120 22,660 20,280 425,255 1962 142,140 27,551 23,441 511,898 Photocopy from George Bush Presidential Library 1963 120,536 33,956 29,752 54,984 458,760 The absence of snow until shortly before Christmas, 1962, and the relatively light snowfall through the month of January, 1963, resulted in lower attendance at most ski areas during the 1962-63 season than during the preceding year. Competition Sun Valley, Idaho; Alta, Utah; Squaw Valley and Mammoth Mountain, California; and Aspen, Colorado, have facilities which will compete directly with Vail for vacation skiers. Each has an established reputation and clientele and is in direct competition with Vail. In addition to Aspen, there are in Colorado nine ski areas which compete with Vail for skiers from the Denver area. These are Winter Park, Berthoud Pass, Loveland Basin, Arapahoe Basin, Breckenridge, Steamboat Springs, Ski-Broadmoor, Crested Butte and Eldora. 18 CAPITALIZATION Each class of securities of Vail Associates, the securities outstanding as of June 30, 1963, and the securities to be outstanding if all securities being registered are sold, are shown in the following table: Outstanding if Authorized Outstanding all Securities Being or to be Authorized as of June 30, 1963 Registered are Sold % Interest Dollar % Interest Dollar % Interest Dollar in Capital Amount in Capital Amount in Capital Amount General Partnership Interests 19.57% 25.44% $246,229 19.57% $306,878 Original Limited Partnership Interests ... 18.89 (1) 24.56 237,823 18.89 296,215 (1) Additional Limited Partnership Interests 61.54 50.00 484,053 61.54 965,012 Debt Securities: (2) 5.65% Mortgage loan, Bank and S.B.A. (3) -- $458,032 - 458,032 - 341,032 Equipment lease and chattel mortgage notes (3) - 244,403 - 244,403 - 244,403 6% Mortgage Note (3) ... - 45,500 - 45,500 - 45,500 6% Notes to partners due April 30, 1964 - 500,000 - 500,000 - - 6% Subordinated Notes due November 1, 1973 (4) - 600,000 - - - 600,000 7% Notes (3) - 56,258 - 56,258 - 56,258 (1) The capital account of each class of partner expressed in terms of dollars is determined by applying to the total net assets of the partnership the percentage representing the interest of each class of partner in the capital of the partnership. The net assets of the partnership Photocopy from George Bush Presidential Library on November 1, 1963 (the approximate date of admission of new partners purchasing units offered hereunder) are not presently determinable. Amounts presented are based on net assets at June 30, 1963, of $968,105 plus $600,000 additional capital represented by units offered hereunder. (2) Vail Associates' lease obligation to Lodge Associates is described in footnote 4 on page 42 and under the heading BUSINESS-Lodging Facilities at pages 12-14. (3) Maturities, effective interest rates and further details are summarized in Note (2) on page 40. (4) The aggregate amount of debt to which the Notes are to be originally subordinated is $1,304,193. 19 Principal Holders of Securities The names of each person who owns of record, or is known by Vail Associates to own, more than ten percent of the general partners' interest of Vail Associates at June 30, 1963, are as follows: Title Type of Amount Percent of Name and Address of Class Ownership Owned Class The Vail Corporation General Partners' Record $195,801 79.52% Interests and Beneficially Peter W: Seibert General Partners' Record 50,428 20.48 Interests and Beneficially The general partners of Vail Associates as a group beneficially own, directly and indirectly, the following interests in Vail Associates at June 30, 1963: Amount Beneficially Percent of Title of Class Owned Class General Partners' Interests $246,229 100% Original Limited Partners' Interest 1,441 .606% DESCRIPTION OF SECURITIES Additional Limited Partnership Interests $600,000 of the securities being offered are Additional Limited Partnership Interests in Vail Associates, Ltd. The rights of the General and of the Limited Partners of Vail Associates are as provided in the Uniform Limited Partnership Law of the State of Colorado and the Partnership Agreement. The capital contributions of the partners are as set forth under the heading HISTORY- Vail Associates. The term of the partnership will commence as of November 1, 1963, and will continue until December 31, 1991, unless earlier dissolved, which will take place upon the happening of any of the following events: Photocopy from George Bush Presidential Library (1) Upon expiration of its term; (2) Upon the retirement, death, bankruptcy, dissolution or adjudication of insanity or in- competency of a General Partner; (3) At the election of Limited Partners who together own more than 66% of the capital of the partnership. The aggregate interests of each class of partner in the capital of the partnership are as set forth in the preceding section. The interest of each partner in the capital of the partnership is equal to that proportion of the interest of the class to which he belongs which his contribution to capital bears to the total capital contributions of all members of the class to which he belongs. His interest in capital will be increased by his share of profits, income, gains and credits, except the so-called credits made available under Section 38 and related provisions of the Internal Revenue Code of 1954 concerning investment in certain depreciable property (hereinafter referred to as "Section 38 Credits") and additional capital contributions and decreased by his share of losses, expenses, deductions, Section 38 Credits, and withdrawals. Partners purchasing units hereunder will not receive the income tax benefit from the amortization of deferred development and administrative costs (amounting to $244,389 as of June 30, 1963) previously deducted for tax purposes by existing partners. 20 Profits, income, gains and credits will be allocated among the partners in the following manner: 38.46% among the General and the Original Limited Partners in the following proportions: Percentage Percentage The Vail Corporation 40.7562% Gerald T. Hart 1.4886% Peter W. Seibert 10.4192% R. M. Hauserman 1.4886% Fredric A. Benedict 1.4886% Harley G. Higbie, Jr. 1.4886% Keith L. Brown 0.4886% Vail Enterprises, Inc. 1.4886% Carver-Dodge Oil Company 1.4886% William McBride Love 1.4886% George P. Caulkins, Jr. 3.7214% John F. McAllister 0.7440% Chenery Corporation 1.4886% William H. McCluskey 1.4886% Alvin L. Cohen 0.5954% John D. Murchison 1.4886% John F. Conway, Jr. 3.7214% William B. Rubey 1.4886% Saul N. Davidson 0.5954% William F. Stevens 0.7440% The Permian Corporation 1.4886% Vernon Taylor, Jr. 1.4886% Charles E. Dimit 1.4886% John B. Tweedy 3.7214% Earl V. Eaton 4.4654% Ione Uihlein 1.4886% F. and E., Inc. 1.4886% William K. Whiteford, Jr. 1.4886% J. Robert Fowler 3.7214% William C. Winter 1.0000% and 61.54% among the Additional Limited Partners in the proportion that each additional Limited Partner's contribution bears to $1,600,000, which is the total cash contributed by all Additional Limited Partners. Losses, expenses, and deductions will be allocated among the partners in the same manner as profits are allocated among them. A Limited Partner will have no liability for the losses or obligations of the partnership except to the extent of his interest in the capital of the partnership and to the extent of his unpaid capital contribution, if any. Colorado law forbids any payment to a Limited Partner of a share of profits or compensation by way of income, even though stipulated, if the assets of the partnership remaining after such payment are insufficient to meet all partnership liabilities except those to Limited Partners on account of their contributions and to General Partners. Any payment in violation of this law would be deemed a fraud on the creditors of the partnership. Also under Colorado law, if a Limited Photocopy from George Bush Presidential Library Partner has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge the partnership's liabilities to all creditors who extended credit or whose claims arose before such return. Except to the extent that funds of the partnership are to be used for its business or are needed for anticipated capital requirements, they shall be distributed to the partners in proportion to their capital accounts. Also under the Partnership Agreement, it is provided that upon the dissolution and termination of the partnership the proceeds of its liquidation shall be applied to the payment of the debts and liabilities of the partnership to creditors other than partners and to the setting up of re- serves for contingent or unforeseen liabilities or obligations to such creditors before any distribution of capital is made to any partner. On the death, bankruptcy, retirement or adjudication of insanity or incompetency of any General Partner, the surviving General Partner will have the right, but not the obligation, to continue the business of the partnership as a new limited partnership. In such event, if any Limited Partner does not elect to become a Limited Partner in the new partnership, the surviving General Partner, on behalf of the partnership, will have the right, but not the obligation, to purchase the partnership 21 Steamboat Springs Z Hot Sulphur Springs Granby Kremmling TUNNEL Boulder MOFFAT ROUTE Moffat Tunnel R.R. Tolland Bond State Winter D.& G.W. Bridge Park Central Berthoud Pass Denver. City Ski Area Golden Georgetown Wolcott Idaho Loveland Basin D Springs Arapahoe Morrison Eagle Dillon Basin Littleton Glenwood Minturn Straight Creek Springs Tunnel Site Airport Castle VAIL Rock Leadville Fairplay Aspen a D.& D.&R.G.W. MAP SHOWING PRINCIPAL HIGHWAYS AND RAILROADS WITH RELATION TO VAIL R.R. Buena Vista Colorado Springs, LEGEND Interstate Highway No. 70 ROYAL Other Paved Highways Improved Roads Salida GORGE Railroad ROUTE SCALE 10 Mi. 3 0 10 20ML Royal Gorge 1" 20 AU, Photocopy from George Bush Presidential Library Pueblo 9500 10000 10000 W H T E 9000 R V É R Z 1000 10000 Creek Gore 9000 9000 00001 9750 1 9500 e Mill 00500 10000 9500 Creek 10000 6 2 8500 6 N A o N A L DENVER LEGEND Creek 9250 11000 Road 9/603 Game 10500 Railroad T AND National Forest Boundary Creeks Contour Lines 11000 3 Enclosed Lift 10000 Double Chair Lift Minturn 10250 Lift Terminal O Beginners Lift Permit Area Inside River 8500 Elk National Forest Creek 8250 9500 Private Property Owned by 24 10500 Vail Associates, Ltd. WESTERN Two Private Property Owned by Others in Gore Creek Valley R E 5 T SCALE 1 Mi. 1/2 0 1 2 Mi. - 10000 9250 1000 Contour Interval Below 11,000 Ft 250 Ft. Photocopy from george Bush Presidential ibrary Contour Interval Above 11,000 Ft. 50 Ft. 9250 C n interest of the Limited Partner or to designate a person who shall purchase the same. The price at which such interest will be purchased, which is determined by a formula, may be more or less than the original cost of the partnership interest or the amount which might be realized upon a sale on the open market. No assignee, legatee or distributee of a Limited Partner's interest will have the right to become a Substituted Limited Partner without the consent of the General Partners. If a Limited Partner dies, his representatives will have the same rights as the Limited Partner but cannot become Substituted Limited Partners without the written consent of the General Partners. In the event that a person who is eligible to become a Substituted Limited Partner does not elect SO to do within a specified period, the General Partners will have the right to purchase the interest of the Limited Partner or to designate a person who may purchase the same. Each of the partners of Vail Associates, Ltd., whether general, original or limited, will receive annually a certified financial statement. It is management's intent to advise each partner of his distributive share of profit, income, gains, and credits, and of losses, expenses, and deductions, within three months of the end of the fiscal year of the partnership which is October 31. 6% Subordinated Notes The Notes are to be issued under an Indenture to be dated as of June 1, 1963 between Vail Asso- ciates, Ltd., and The Colorado National Bank of Denver, Colorado, as Trustee, a copy of which is filed as an exhibit to the Registration Statement. The following statements are brief summaries of certain provisions contained in the Indenture and do not purport to be complete. They are subject in all respects to the provisions of the Indenture including the definition of certain terms used herein without definition. The Notes, which constitute direct obligations of Vail Associates, are not secured. They will mature on November 1, 1973, and will bear interest from November 1, 1963, payable semi-annually on November 1 and May 1 beginning May 1, 1964. The Notes will be fully registered and will be issued in denominations of $250 and multiples thereof. Both principal and interest will be payable at the principal office of the Trustee in Denver, Colorado. Redemption The Notes will be subject to redemption on at least 30 days' notice: Photocopy from George Bush Presidential Library (a) By lot through the operation of the Sinking Fund on November 1, 1966 to 1973, inclusive, at 100% of the principal amount; or (b) At any time at the option of Vail Associates in whole or in part by lot at the following prices expressed in percentages of principal during the 12 months ending November 1, together with in each case interest accrued to the date of redemption: 1964 102.5000% 1969 101.1112% 1965 102.2222% 1970 100.8334% 1966 101.9444% 1971 100.5556% 1967 101.6666% 1972 100.2778% 1968 101.3889% 1973 100.0000% Sinking Fund The Indenture provides that Vail Associates will pay to the Trustee on or before October 27 in each year commencing in 1966 an amount of cash sufficient to redeem on the succeeding November 24 1, at the principal amount thereof together with interest thereon to the date fixed for redemption, the following amounts: Nov. 1, 1964 $-0- Nov. 1, 1969 $ 75,000 Nov. 1, 1965 $-0- Nov. 1, 1970 $ 75,000 Nov. 1, 1966 $ 25,000 Nov. 1, 1971 $100,000 Nov. 1, 1967 $ 50,000 Nov. 1, 1972 $100,000 Nov. 1, 1968 $ 50,000 Nov. 1, 1973 $125,000 In addition to the amount required to be redeemed in any one year through the operation of the sinking fund, Vail Associates may redeem without penalty an amount equal to the amount required to be redeemed. Vail Associates may credit against any cash Sinking Fund payment Notes theretofore acquired or redeemed by Vail Associates other than through the operation of the Sinking Fund. In the event that less than all of the Notes offered hereunder are sold the annual sinking fund require- ments shall be proportionately reduced. Subordination The Notes are subordinate and subject to prior payment in full of all Senior Indebtedness as and to the extent provided in the Indenture. No principal or interest payments may be made on the Notes if there shall exist any default upon Senior Indebtedness and unless all payments then due upon Senior Indebtedness have been made or provided for. Upon any dissolution, winding up, liquidation, reorganization, bankruptcy, insolvency, receivership or other similar proceedings relative to Vail Associates or its property all Senior Indebtedness must be paid in full before the Notes shall be entitled to any payment whatever. The Indenture defines Senior Indebtedness to mean all indebtedness of Vail Associates, other than the Notes issued under the Indenture, including indebtedness to general creditors of Vail Associatés whether outstanding on the date of the Indenture or thereafter created or incurred and all removals, extensions and refundings of any such indebtedness, unless the terms of the instrument creating or evidencing the indebtedness provide that it is not superior in right to the payment of the Notes. The Indenture contains no limit as to the maximum principal amount of Senior Indebtedness which may at any time be outstanding. Restrictions The Indenture provides that Vail Associates will keep all of its property and equipment in good repair. The Indenture also provides that upon Vail Associates' consolidation or merger, or the sale or transfer of all or substantially all of its property or assets, the obligations of Vail Associates under Photocopy from George Bush Presidential Library the Indenture will be expressly assumed by its successor. Vail, Associates will not make any distribu- tion to any of its partners on account of his or her interest in the partnership or purchase, redeem or acquire any partnership interest of Vail Associates if upon giving effect thereto the aggregate amount expended for such purposes since December 15, 1962 would exceed the net income of Vail Associates earned subsequent to such date. Modification of Indenture Modifications and alterations of the Indenture or supplements thereto may be made with the consent of Vail Associates by the holders of at least 66% in principal amount of the Notes at the time outstanding, provided that no such change will be made which will (1) permit the extension of the time of payment of the principal at maturity of, or the interest or premium on, any Note, or any reduction in such principal or premium or the rate of interest, without the consent of the holder thereof, or (2) reduce the percentage of the Notes required for the approval or consent to effectuate any such alteration or modification. Events of Default The Indenture provides that any one or more of the following are events of default: (a) Default for 30 days in payment of interest on any note; (b) Default in the payment of principal or premium 25 i of any note; (c) Default for 30 days in the payment of any Sinking Fund obligation; (d) Default for 90 days after notice in the performance of any other covenant in the Indenture; and (e) Certain events of bankruptcy, insolvency or reorganization. If a default shall happen and be continuing, the Trustee may, and upon written request of the holders of at least 25% in principal amount of the notes then outstanding shall, declare the principal of all of the notes then outstanding and the interest accrued thereon to be due and payable immediately, and upon such declaration, the same shall become immediately due and payable. Such declaration may be annulled and past defaults waived by the holders of not less than a majority in aggregate principal amount of the Notes then outstanding, upon the conditions provided in the Note. The Indenture requires Vail Associates to furnish the Trustee periodically a certificate as to compliance with the terms of the Indenture. Trustee Subject to the duty of the Trustee during default to exercise such of the rights and powers invested in it by the Indenture with the same degree of care and skill as a prudent man would exercise or use under the circumstances in the conduct of his own affairs, the Trustees shall perform such duties and only such duties as specifically set forth in the Indenture. A majority of the holders of the Notes at the time outstanding shall have a right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee but the Trustee shall be under no obligation to exercise any such trust or power at the direction of the holders of the Notes unless such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred thereby. FREE SKIING PRIVILEGES Under the provisions of the Partnership Agreement certain free skiing and lift privileges are extended to partners of Vail Associates. Peter W. Seibert, the Original Limited Partners and each Additional Limited Partner, subscribing to a $10,000 Unit, is permitted free skiing and lift privileges for each such partner, his or her spouse and minor children, or, if he or she does not designate his or her spouse and minor children, then for four natural persons, one of whom may be the partner. Each such child's privilege expires when he becomes twenty-one. A partner who is not a natural person can designate only natural persons. Photocopy from George Bush Presidential Library OPTIONS TO ACQUIRE REAL ESTATE Each partner who invests or has invested an aggregate of $10,000 in securities of the partnership acquires an option to purchase one residential lot in Vail Village, First Filing, or in such subsequent subdivisions as may be platted by Vail Associates and made expressly subject to acquisition by option, of approximately one-half acre in size at the following prices: General and Original Limited Partners $100.00 Additional Limited Partners, Existing Partners 250.00 Partners purchasing Units offered hereunder 500.00 Such options expire on December 31, 1967. A residence must be completed prior to December 31 of the year following the year in which the option is exercised on each lot, except in the case of existing partners who are subject to such a building commitment only if they acquire a lot in Vail Village, First Filing. A person who subscribes to less than a $10,000 Unit acquires a fractional option which may be combined with other fractional options for the purpose of acquiring a lot. No undivided frac- tional interest in a lot may be acquired through the exercise of a fractional option. Existing partners have exercised options with respect to approximately 68 lots and are constructing or have committed to construct approximately 50 residences thereon by December 31, 1963. 26 MANAGEMENT The management of Vail Associates is vested in its General Partners, Peter W. Seibert and The Vail Corporation. Peter W. Seibert has been president and a director of The Vail Corporation from its organiza- tion in December, 1959, to the present. He was the manager and a director of the Loveland Basin Ski Tow Company from 1955 to 1957. He was assistant manager at Aspen Highlands in 1958-59. Robert W. Parker has been Assistant General Manager of Vail Associates since March 1, 1962. From October, 1956 until March 1, 1962, Mr. Parker was Editor of Skiing Magazine. Richard H. Bohr was employed as Assistant General Manager-Finance and Administration on June 1, 1963. Mr. Bohr's principal occupation for the preceding five years was Vice President, Administration, and Treasurer, Cleveland Institute of Electronics, Cleveland, Ohio. The officers and directors of The Vail Corporation and their principal occupations during the past five years are as follows: Position Principal Occupation Name or Office During Past 5 Years Keith L. Brown Secretary Vice President, Caulkins Oil Company, Denver, Colorado George P. Caulkins, Jr. Vice President President, Caulkins Oil Company, Denver, Colorado Director J. Robert Fowler Vice President Lawyer, Denver, Colorado Director Gerald T. Hart Director Real Estate Management, Denver, Colorado R. M. Hauserman Director formerly Vice President, Sales, E. F. Hauserman Company, Cleveland, Ohio Harley G. Higbie, Jr. Director Vice President, Caulkins Oil Company, Denver, Colorado Fitzhugh Scott Director Architect, Milwaukee, Wisconsin Peter W. Seibert President General Manager, Vail Associates; President, The Director Vail Corporation; formerly Assistant Manager, Aspen Highlands John B. Tweedy Vice President Lawyer, Denver, Colorado; formerly Vice President, Treasurer Assistant to Chairman, Southern Natural Gas Photocopy from George Bush Presidential Library Director Company, New York, N. Y. Under the terms of the Bank Loan commitment The First National Bank of Denver, has the right to representation on the Board of The Vail Corporation. REMUNERATION AND INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS The aggregate annual remuneration of all directors and officers of Vail Associates as a group is $32,000. None of the officers of registrant received $30,000 in compensation during the past year. Mr. Seibert currently receives a salary of $12,000 per year. In addition, he is entitled to receive incentive compensation equal to 21/2% of the net operating income of the partnership as defined in the Partnership Agreement in excess of $100,000 but in no event shall such incentive compensation exceed $13,000 per year. He has received compensation from The Vail Corporation for services rendered from March 31, 1959, through December 31, 1961, totaling $22,600. He has been paid $18,000 by Vail Associates, Ltd., from January 1, 1962, through June 30, 1963. Vail Associates has agreed to pay The Vail Corporation a management fee of $1,500 per year, commencing on June 1, 1961, and to reimburse it for expenses incurred by it in the management and 27 operation of the properties of Vail Associates. The total amount of fees paid and expenses reimbursed to The Vail Corporation through June 30, 1963, is $1,500. John B. Tweedy and J. Robert Fowler received legal fees from The Vail Corporation and Vail Associates, Ltd., from March 1, 1961, through June 30, 1963, totaling $32,789.22. Caulkins Securities Corporation, of which Keith L. Brown, George P. Caulkins, Jr., and Harley G. Higbie, Jr. are officers, directors and the only stockholders, received $50,000 as a gross commis- sion for its services in the sale of $1,000,000 of Additional Limited Partnership Interests of Vail Associates, out of which it bore all of the expenses connected with such sale. In addition, Caulkins Oil Company, of which George P. Caulkins, Jr. is an officer, director and sole stockholder, has pro- vided Vail Associates with certain management and accounting services and office space and equip- ment during the construction phase of Vail's operations for a fixed monthly fee of $1,000 per month. These services, space and equipment were made available until office facilities at Vail were ready for occupancy. Caulkins Oil Company has charged Vail Associates for the time devoted by Keith L. Brown and other employees to Vail business. As of June 30, 1963, Vail Associates had incurred costs totaling $16,270 for the use of such space and equipment and for such services. Vail Associates has agreed to pay Caulkins Securities Corporation a commission for its services as underwriter. See heading UNDERWRITING on page 30. Vail Associates has leased to R. M. Hauserman for a term of 49 years a tract of land containing approximately one-half acre for the purpose of erecting a building to contain a sports and ski shop, an office for Vail Associates and apartments estimated to cost $100,000. The real estate lease provides for a nominal rental for the first three years of operation and thereafter for an annual net rental cal- culated at 7% of the appraised value of the leased land, exclusive of the improvements. Reappraisal is to take place at 10 year intervals. Appraisal is to be by agreement of the parties, or, in the absence of such agreement, by arbitration. On September 1, 1962, Vail Associates leased to Fitzhugh Scott, Jr., for a term of 99 years a tract known as Lot 1, Block 6, Vail Village, First Filing, for a nominal net rental of $25.00 per year upon which Mr. Scott erected a two apartment building which was used in part as an office by Vail Associates until permanent offices were completed. Peter W. Seibert and each of the Original Limited Partners have received options to acquire one residential site on real estate owned by Vail Associates with the rights and privileges and subject to the obligations and restrictions described under the heading OPTIONS TO ACQUIRE REAL ESTATE on page 26. Photocopy from George Bush Presidential Library From March 1, 1961 through June 30, 1963, Vail Associates has paid Fredric A. Benedict $24,758.76 for architectural services rendered in connection with the construction of the lower and Mid-Vail terminal buildings. John F. McAllister, an Original Limited Partner, is the controlling stockholder of The Fleming Lumber and Mercantile Company, a Colorado corporation, which owns 10.75 acres of land contiguous to a portion of the Hanson Ranch. The value of such tract may be enhanced by the opera- tions of Vail Associates. In connection with its construction program, Vail Associates has leased from The Fleming Lumber and Mercantile Company certain heavy duty earth-moving equipment and has contracted for the use of certain operating personnel and as of June 30, 1963, has paid to The Fleming Lumber and Mercantile Company $48,791.85 therefor. Harley G. Higbie, Jr., and R. M. Hauserman are General Partners of Lodge Associates. Mr. Higbie's wife, Lorraine N. Higbie, George P. Caulkins, Jr., Cortlandt S. Dietler, John D. Murchison, Fitzhugh Scott, William F. Stevens, and Vernon Taylor, Jr., and The Vail Corporation are limited partners of Lodge Associates. The lease obligation of Vail Associates to Lodge Associates is set forth under the heading Lodging Facilities on pages 12-14 of the Prospectus and in footnote No. 4 to the Financial Statements. 28 The interests of Peter W. Seibert and each of the Original Limited Partners in the capital of Vail Associates and the cash investment in the partnerrship represented thereby, assuming the sale of all Units offered here- under, are as follows: Total Investment in Vail Investment in Vail Investment in Vail Associates and its Associates through Associates other than Predecessors Vail Corporation through Vail Corporation Percent Percent Percent Ownership Ownership Ownership Cash in Vail Cash in Vail Cash in Vail Investment Associates Investment Associates Investment Associates Peter W. Seibert $ 35,568.19 6.7307 $ 7,976.79 (2) 2.7230 $ 27,591.40 4.0077 Fredric A. Benedict 5,359.25 (1) .9615 1,000.00 .3890 4,359.25 .5725 Keith L. Brown 6,430.84 .5770 5,000.00 .3890 1,430.84 .1880 Carver-Dodge Oil Company 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 George P. Caulkins, Jr. 12,702.93 2.4037 2,848.85 .9725 9,854.08 1.4312 Chenery Corporation 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 Alvin L. Cohen 3,743.70 .3846 2,000.00 .1556 1,743.70 .2290 John F. Conway, Jr. 12,702.93 2.4037 .2,848.85 (2) .9725 9,854.08 1.4312 Saul N. Davidson 3,743.70 .3846 2,000.00 .1556 1,743.70 .2290 Charles E. Dimit 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 Earl V. Eaton 15,243.51 2.8845 3,418.63 (2) 1.1670 11,824.88 1.7175 F. and E., Inc. 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 J. Robert Fowler 12,702.93 2.4037 2,848.85 (2) .9725 9,854.08 1.4312 Gerald T. Hart 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 R. M. Hauserman 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 Harley G. Higbie, Jr. 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 Vail Enterprises, Inc. 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 William McBride Love 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 John F. McAllister 4,679.63 .4807 2,500.00 .1945 2,179.63 .2862 William H. McCluskey 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 John D. Murchison 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 The Permian Corporation 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 Photocopy from George Bush Presidential Library William B. Rubey 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 William F. Stevens 4,679.63 .4807 2,500.00 .1945 2,179.63 .2862 Vernon Taylor, Jr. 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 John B. Tweedy 12,702.93 2.4037 2,848.85 (2) .9725 9,854.08 1.4312 Ione Uihlein 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 The Vail Corporation 1,871.85 .1923 1,000.00 .0778 871.85 .1145 William K. Whiteford, Jr. 9,359.25 .9615 5,000.00 .3890 4,359.25 .5725 William C. Winter 2,928.41 .3846 2,928.41 .3846 $284,808.43 38.4600 $118,790.82 15.5600 $166,017.61 22.9000 Notes: (1) Fredric A. Benedict, one of the Original Limited Partners and promoters of Vail Associates, has performed certain architectural services for The Vail Corporation, for which he received credit totaling $4,000.00 on the purchase price of his stock of The Vail Corporation issued to him (2) The stock of The Vail Corporation was acquired in exchange for assets with a cash cost to the investor of the amount indicated after his name. The total cost of the assets assigned was $22,790.00. 29 UNDERWRITING Vail Associates has entered into an Underwriting Agreement with Caulkins Securities Corpora- tion, a Colorado corporation, (Underwriter), dated May 31, 1963. A copy of the Underwriting Agree- ment is on file with the Securities and Exchange Commission as an exhibit to the Registration State- ment, and the following statements are qualified in their entirety by reference thereto. Caulkins Securities Corporation is a Colorado corporation, of which Keith L. Brown, George B. Caulkins, Jr., and Harley G. Higbie, Jr., promoters and Original Limited Partners of Vail Asso- ciates, are stockholders, officers and directors. It was incorporated on June 13, 1961 for the express purpose of participating in the underwriting of an offering of $1,000,000 in Additional Limited Partnership Interests of Issuer made in 1961. Neither Caulkins Securities Corporation nor any of its employees, officers or directors has had any experience in the securities business, except'in under- writing on a best efforts basis the offering of securities of Vail Associates described above. Under the terms of the Underwriting Agreement, Caulkins Securities Corporation has agreed to use its best efforts to sell the securities offered hereunder. For such services, Caulkins Securities Corporation will be paid a commission of five percent (5%) of the gross proceeds of the sale of such securities and will bear the costs incurred in connection with such sales. Vail Associates will bear all costs in connection with the registration of the securities offered hereunder with the Securities and Exchange Commission and with other regulatory agencies. If all the securities being offered hereunder have not been sold at the end of nine months from the effective date of the Prospectus, Vail Associates may terminate the Underwriting Agreement by giving written notice to Caulkins Securities Cor- poration. Caulkins Securities Corporation shall be entitled to commissions on all sales made prior to termination. TAX STATUS OF PARTNERSHIP Vail Associates has consulted the law firm of Haskell, Helmick, Carpenter & Evans, Denver Club Building, Denver, Colorado, regarding the status of the partnership for Federal income tax purposes. That firm has advised that in its opinion Vail Associates will be treated as a partnership for Federal income tax purposes. The significance of according to Vail Associates treatment as a partnership rather than as a corporation for Federal income tax purposes is that it will not be a tax paying entity. Although it will be required to file a partnership return for Federal income tax purposes, it will not be required to pay any tax as a result of such income. Instead the income or loss and other items of credit, gain, Photocopy from George Bush Presidential Library expenses or deductions will be allocated to the partners in the manner set forth in the Partnership Agreement. This will result in apportioning to each partner his pro rata share of partnership profit or loss. If all profits are retained in the business to finance expansion, the partners will be required to report their pro rata share of such profits as taxable income without any offsetting cash payment to them from the partnership. LEGAL MATTERS The legality of the 6% Subordinated Notes and the Limited Partnership Interests to be offered and other matters relating to the applicability of the Securities Act of 1933, as amended, and various state securities laws in connection with this offering, have been passed upon by Messrs. John B. Tweedy and J. Robert Fowler, both attorneys at law, with offices at 1700 Broadway, Denver 2, Colorado. EXPERTS The financial statements and notes thereto, insofar as they relate to the period reported on by Arthur Andersen & Co., included herein have been examined by Arthur Andersen & Co., as set forth in their opinion appearing herein, and the same have been made a part of the Registration Statement and this Prospectus in reliance upon the authority of that firm as experts in giving such opinion. 30 AUDITORS' OPINION We have examined the balance sheet of VAIL ASSOCIATES, LTD. (a limited partnership) as of March 31, 1963, and the related statements of operations (included on page 6 of this Prospectus) for the period December 15, 1962 (commencement of lodge and lift operations) through March 31, 1963, and partners' capital for the period from inception (December 20, 1961) through March 31, 1963. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the accompanying balance sheet and statements of operations (referred to above) and partners' capital present fairly the financial position of Vail Associates, Ltd. as of March 31, 1963, and the results of operations and changes in partners' capital for the periods ended that date, in conformity with generally accepted accounting principles applied on a consistent basis. Denver, Colorado ARTHUR ANDERSEN & CO. April 18, 1963. Photocopy from George Bush Presidential Library 31 VAIL ASSOCIATES, LTD. as (A Limited Partnership) BALANCE SHEETS- JUNE 30, 1963 AND MARCH 31, 1963 June 30, 1963 March 31, 1963 ASSETS (Not Audited) (Audited) CURRENT ASSETS: Cash $ 44,327 $ 107,032 Accounts receivable, trade, less $1,000 reserve for doubtful accounts (Note 7) 87,617 129,510 Food and beverage inventories, at cost 6,493 14,219 Prepayments 26,455 33,617 Total current assets $ 164,892 $ 284,378 INVESTMENTS AND ADVANCES, at cost: Advance to Lodge Associates, Ltd. (Note 4) $ 64,700 $ 64,700 Limited partner interest in Vail Village Inn, Ltd. 22,222 22,222 $ 86,922 $ 86,922 PROPERTY AND EQUIPMENT (Notes 2 and 3) (Schedules A and A-1), at cost: Land and land development (Note 5) $ 210,381 $ 214,104 U.S. Forest Service Use Permit and related improvements 41,868 41,454 Ski lifts 939,644 939,294 Buildings and terminals 366,288 365,238 Furniture, fixtures and equipment 304,430 298,830 Trails and slopes 110,355 110,355 Vehicles 46,584 46,584 Construction-in-progres 12,423 - Other property and equipment 11,222 11,155 Photocopy from George Bush Presidential Library $2,043,195 $2,027,014 Reserves for investment credit allowable as a reduction in partners' income taxes and for depreciation and amortization (178,658) (147,386) $1,864,537 $1,879,628 OTHER ASSETS: Deferred costs (Note 3)- Development and administrative costs prior to lodge and lift operations (Schedule B and B-1) $ 244,389 $ 256,313 Prepaid interest and other debt expense 22,213 26,276 Organization expense 17,033 17,896 Notes receivable, due after one year 6,500 6,500 $ 290,135 $ 306,985 $2,406,486 $2,557,913 The notes to financial statements are an integral part hereof. 32 VAIL ASSOCIATES, LTD. (A Limited Partnership) BALANCE SHEETS- JUNE 30, 1963 AND MARCH 31, 1963 June 30, 1963 March 31, 1963 LIABILITIES (Not Audited) (Audited) CURRENT LIABILITIES: 6% note payable to certain partners, unsecured $ 500,000 $ 386,000 Amounts due within one year on long-term debt 213,340 163,488 Accounts payable 111,102 190,345 Accrued liabilities 23,086 53,840 Total current liabilities $ 847,528 $ 793,673 LONG-TERM DEBT, net of amounts due within one year (Note 2) : Bank mortgage loan with participation from the Small Business Administration $ 306,245 $ 346,841 Equipment lease and chattel mortgage notes 203,722 214,764 Other notes payable 80,886 88,252 $ 590,853 $ 649,857 COMMITMENTS (Note 4) Photocopy from George Bush Presidential Library PARTNERS' CAPITAL: General partners $ 246,229 $ 273,227 Original limited partners 237,823 263,889 Additional limited partners 484,053 577,267 $ 968,105 $1,114,383 $2,406,486 $2,557,913 The notes to financial statements are an integral part hereof. 33 SCHEDULE A Page 1 of 2 VAIL ASSOCIATES, LTD. (A Limited Partnership) SCHEDULE OF PROPERTY AND EQUIPMENT AND APPLICABLE RESERVES FOR DEPRECIATION AND AMORTIZATION FOR THE PERIODS INDICATED Property and Equipment-at Cost (Note 1) December 20, Inception of Five Months Ended March 31, 1963 1961 Predecessors through to Balance October 31, December 20, March 31, Retirements 1962 1961 1963 Additions or Sales Transfers Additions Additions ADDITIONS: 34 Land and land development $ 214,104 $ 19,269 $(20,102) $ 72,067 $ 8,101 $134,769 U.S. Forest Service Use Permit and related improvements 41,454 - 37,888 - - 3,566 Ski lifts 939,294 156,137 - - 739,006 44,151 Buildings and terminals 365,238 122,363 - 8,592 217,557 16,726 Furniture, fixtures and equipment 298,830 287,602 - - 9,458 1,770 Trails and slopes 110,355 2,470 - - 107,567 318 Roads and parking 31,509 - - (109,955) 77,704 742 Vehicles 46,584 1,577 - - 34,700 10,307 Other property and equipment 11,155 6,879 - (8,592) 5,230 7,638 $2,027,014 $627,806 $(20,102) $ [ $1,199,323 $219,987 BEGINNING BALANCE 219,987 - ENDING BALANCE $1,419,310 $219,987 Photocopy from George Bush Presidential Library SCHEDULE A Page 2 of 2 VAIL ASSOCIATES, LTD. (A Limited Partnership) SCHEDULE OF PROPERTY AND EQUIPMENT AND APPLICABLE RESERVES FOR DEPRECIATION AND AMORTIZATION FOR THE PERIODS INDICATED Additions to Reserves for Investment Credit and for Depreciation and Amortization Five Months Ended December 20, 1961 Inception of March 31, 1963 through October 31, 1962 Predecessors to Charged to Charged to December 20, Charged Charged Partners' Charged Partners' 1961 Balance to to Capital to Capital Charged to March 31, Profit Deferred Accounts Unrecovered Accounts Unrecovered 1963 and Loss Costs (1) Costs (1) Costs ADDITIONS: 35 Land and land development $ - $ - $ - $ - $ - $ - $ - U.S. Forest Service Use Permit and related improvements 454 454 - - - - - Ski lifts 83,584 17,833 - 65,751 - - - Buildings and terminals 8,712 5,776 71 - 1,944 - 921 Furniture, fixtures and equipment 31,335 6,801 253 21,849 1,255 712 465 Trails and slopes 1,073 1,073 - - - - - Roads and parking - - - - - - - Vehicles 19,363 4,660 3,320 - 8,332 418 2,633 Other property and equipment 2,865 863 - - 699 - 1,303 $147,386 $37,460 $3,644 $87,600 $12,230 $1,130 $5,322 BEGINNING BALANCE 6,452 5,322 - ENDING BALANCE $18,682 $6,452 $5,322 (1) Amounts represent Federal income tax investment credit applicable to current period's additions of equipment. Photocopy from George Bush Presidential Library SCHEDULE A-1 VAIL ASSOCIATES, LTD. (A Limited Partnership) SCHEDULE OF PROPERTY AND EQUIPMENT AND APPLICABLE RESERVES FOR DEPRECIATION AND AMORTIZATION FOR THE THREE MONTHS ENDED JUNE 30, 1963 (Not audited) Property and Equipment-at Cost (Note 1) Additions to Reserves for Investment Credit and for Depreciation and Amortization 3 Months Ended June 30, 1963 3 Months Ended June 30, 1963 Charged to Charged Charged Partners' Balance Balance Balance to to Capital Balance June 30, Retirements March 31, June 30, Profit Deferred Accounts March 31, 1963 Additions or Sales 1963 1963 and Loss Cost (1) 1963 36 ADDITIONS: Land and land development $ 210,381 $ 931 $(4,654) $ 214,104 $ - $ - $ - $ - $ - U.S. Forest Service Use Permit and related improvements 41,868 414 - 41,454 633 179 - - 454 Ski lifts 939,644 350 - 939,294 98,893 15,285 - 24 83,584 Buildings and terminals 366,288 1,050 - 365,238 12,895 4,010 173 - 8,712 Furniture, fixtures and equipment 304,430 5,600 - 298,830 38,140 6,757 (88) 136 31,335 Trails and slopes 110,355 - - 110,355 2,204 1,131 - - 1,073 Vehicles 46,584 - - 46,584 22,112 4,077 (1,328) - 19,363 Construction-in-progress 12,423 12,423 - - - - - - - Other property and equipment 11,222 67 - 11,155 3,781 739 177 - 2,865 $2,043,195 $20,835 $(4,654) $2,027,014 $178,658 $32,178 $(1,066) $160 $147,386 (1) Amounts represent Federal income tax investment credit applicable to current period's addition of equipment. Photocopy from George Bush Presidential Library c Schedule B VAIL ASSOCIATES, LTD. (A Limited Partnership) SCHEDULE OF DEFERRED DEVELOPMENT AND ADMINISTRATIVE COSTS FOR THE PERIODS INDICATED (NOTE 1) Transactions November 1, December 20, Inception of 1962 Through 1961 Through Predecessors to Balance December 15, October 31, December 20, March 31, 1963 1962 1962 1961 ADDITIONS: General and administrative costs— Salaries $ 75,354 $ 28,327 $ 30,834 $16,193 Advertising, travel and promotion 53,496 18,143 29,078 6,275 Legal and accounting services 49,834 19,911 19,483 10,440 Telephone and telegraph 8,366 - 6,554 1,812 Taxes and insurance 7,656 - 5,971 1,685 Office supplies and expenses 7,879 - 4,917 2,962 Rent and utilities 6,247 - 4,787 1,460 Consulting fees 10,219 - 2,098 8,121 Other 14,677 4,746 3,231 6,700 $233,728 $ 71,127 $106,953 $55,648 Losses on camp operations $ 17,611 $ 6,098 $ 11,513 $ - Maintenance of facilities prior to operations- Trails and slopes $ 6,650 $ 1,000 $ 5,650 $ - Ski lifts and terminals 5,430 2,158 3,272 - Photocopy from George Bush Presidential Library Other 2,280 55 2,225 - $ 14,360 $ 3,213 $ 11,147 $ - Depreciation $ 21,196 $ 3,644 $ 12,230 $ 5,322 Interest $ 5,960 $ 1,342 $ 4,618 $ - $292,855 $ 85,424 $146,461 $60,970 LESS: Profit on sales of real estate $ 5,738 $ (7,764) $ 13,502 $ - Interest on U.S. Treasury bills 6,381 - 6,381 - Other income 8,858 5,200 3,658 - $ 20,977 $ (2,564) $ 23,541 $ - $271,878 $ 87,988 $122,920 $60,970 AMORTIZATION (15,565) - - - BEGINNING BALANCE - 183,890 60,970 - ENDING BALANCE $256,313 $271,878 $183,890 $60,970 37 5 SCHEDULE B-1 VAIL ASSOCIATES, LTD. (A Limited Partnership) SCHEDULE OF DEFERRED DEVELOPMENT AND ADMINISTRATIVE COSTS FOR THE THREE MONTHS ENDED JUNE 30, 1963 (Not audited) Transactions Balance March 31, Balance June 30, 1963 through March 31, 1963 June 30, 1963 1963 ADDITIONS: General and administrative costs— Salaries $ 75,354 $ - $ 75,354 Advertising, travel and promotion 53,496 - 53,496 - Legal and accounting services 49,834 49,834 Telephone and telegraph 8,366 - 8,366 Taxes and insurance 7,656 - 7,656 Office supplies and expense 7,879 - 7,879 Rent and utilities 6,247 - 6,247 Consulting fees 10,219 - 10,219 Other 15,020 343 14,677 $234,071 $ 343 $233,728 Losses on camp operations $ 17,611 $ - $ 17,611 Maintenance of facilities prior to operations— Trails and slopes $ 6,650 $ - $ 6,650 Ski lifts and terminals 5,430 - 5,430 - Other 2,280 2,280 Photocopy from George Bush Presidential Library $ 14,360 $ - $ 14,360 Depreciation $ 20,130 $ (1,066) $ 21,196 Interest $ 8,724 $ 2,764 $ 5,960 $294,896 $ 2,041 $292,855 LESS: Profit on sales of real estate $ 5,738 $ - $ 5,738 Interest on U.S. Treasury bills 6,381 - 6,381 Other income 8,858 - 8,858 $ 20,977 $ - $ 20,977 $273,919 $ 2,041 $271,878 AMORTIZATION (29,530) (13,965) (15,565) BEGINNING BALANCE 256,313 I - ENDING BALANCE $244,389 $244,389 $256,313 38 VAIL ASSOCIATES, LTD. (A Limited Partnership) STATEMENT OF PARTNERS' CAPITAL (NOTE 6) INCEPTION (DECEMBER 20, 1961) THROUGH JUNE 30, 1963 Original Additional General Limited Limited Total Partners Partners Partners BEGINNING CAPITAL, cash, property and unrecovered costs paid in by the partners (Note 1) $1,279,847 $142,357 $137,490 $1,000,000 ADJUSTMENT of capital accounts to percentages specified in partnership agreement - 134,860 130,253 (265,113) CHARGES TO CAPITAL: Underwriting fees (50,000) (10,830) (10,460) (28,710) Registration expenses (21,300) ( 4,615) ( 4,455) (12,230) CAPITAL BEFORE INVESTMENT CREDIT: Amount $1,208,547 $261,772 $252,828 $ 693,947 Percent 100% 21.66% 20.92% 57.42% INVESTMENT CREDIT allowable as a reduction in 1962 Federal income taxes (1,130) - - (1,130) PARTNERS' CAPITAL, October 31, 1962 $1,207,417 $261,772 $252,828 $ 692,817 INVESTMENT CREDIT allowable as a Photocopy from George Bush Presidential Library reduction in 1963 Federal income taxes (87,600) - - (87,600) NET (LOSS) for the period December 15, 1962 through March 31, 1963 (5,434) 11,455 11,061 (27,950) PARTNERS' CAPITAL, March 31, 1963 $1,114,383 $273,227 $263,889 $ 577,267 INVESTMENT CREDIT allowable as a reduction in 1963 Federal income taxes (not audited) (160) I — (160) NET (LOSS) for the three months ended June 30, 1963 (not audited) (146,118) (26,998) (26,066) (93,054) PARTNERS' CAPITAL, June 30, 1963 (not audited) $ 968,105 $246,229 $237,823 $ 484,053 The notes to financial statements are an integral part hereof. 39 i VAIL ASSOCIATES, LTD. (A Limited Partnership) NOTES TO FINANCIAL STATEMENTS JUNE 30, 1963, AND MARCH 31, 1963 (1) ORGANIZATION OF THE PARTNERSHIP AND ACTIVITIES PRIOR TO COMMENCEMENT OF LIFT AND LODGE OPERATIONS Effective December 20, 1961, Vail Associates, Ltd. was formed by the contributions to capital of cash, property and deferred costs paid in by the partners. The contributions of property and deferred costs by the general and original limited partners were recorded at original cash costs to such partners, except for $4,000 in architectural services rendered by an original limited partner recorded at the issue price (represented by the per share cash consideration paid for stock by other shareholders) of stock in The Vail Corporation (a general partner) issued in payment for such services. Development and administrative costs incurred prior to the commencement of lift and lodge operations on December 15, 1962, have been deferred for amortization over the first 60 months of operations. (2) LONG-TERM DEBT Long-term debt at June 30, 1963, and March 31, 1963, is summarized as follows: June 30, 1963 (Not Audited) March 31, 1963 Long- Long- Current Term Current Term a. Ten year bank mortgage loan due in 1972, with participation by the Small Business Administra- tion; secured by all real estate and improve- ments (including property subsequently ac- quired), subject to prior claims summarized in item C. below; effective interest rate of 5.65% payable in semiannual installments, totaling $60,000 per year for the first five years and $40,000 per year thereafter. The loan requires the application of 75% of the proceeds from real estate sales to its prepayment $151,787 $306,245 $111,788 $346,841 Photocopy from-George Bush Presidential Library b. Equipment lease and chattel mortgage notes on furniture, fixtures and equipment- 1. Note payable due in 1968; monthly install- ments including interest of $2,496; effective interest rate 11% $ 29,952 $107,328 $ 29,952 $114,816 2. Lease purchase obligations; monthly install- ments of $981 until January 1, 1964, and $2,718 thereafter; effective interest rate and carrying charges 14% 4,603 93,521 - 98,124 3. Installment note payable due in 1965 month- ly installments including interest of $191; effective interest rate 11% 2,292 1,353 1,813 1,824 4. Installment note payable due in 1963 month- ly installments including interest of $958; effective interest rate 11% 2,874 - - | 5. Installment note payable due in 1966 month- ly installments including interest of $80; effective interest rate 11% 960 1,520 I - $ 40,681 $203,722 $ 31,765 $214,764 40 June 30, 1963 (Not Audited) March 31, 1963 Long- Long- Current Term Current Term C. Other notes payable- 1. 6% mortgage payable; secured by a first deed of trust on approximately 500 acres of - undeveloped. land; annual installments of $6,500 $ 6,500 $ 39,000 $ 6,500 $ 39,000 2. 7% note payable unsecured; semiannual in- stallments of $6,250 12,500 31,250 12,500 , 37,500 3. 7% mortgage payable due in 1974; secured by a first deed of trust on the barracks build- ing; monthly installments of $156 1,872 10,636 935 11,752 $ 20,872 $ 80,886 $ 19,935 $ 88,252 $213,340 $163,488 The terms of the SBA participation bank loan require prior approval for annual fixed asset acquisitions in excess of $30,000. Aggregate principal payments due on long-term debt are: Four months ending October 31, 1963 $ 12,653 Year ending October 31, 1964 221,022 Year ending October 31, 1965 135,323 Year ending October 31, 1966 137,583 Year ending October 31, 1967 132,016 Year ending October 31, 1968 83,870 (3) CAPITALIZATION, DEPRECIATION AND AMORTIZATION POLICIES Depreciation and amortization of property and equipment are provided on a straight line basis, except for certain vehicles and other equipment on an accelerated basis. Estimated lives are as follows: Photocopy from George Bush Presidential Library U.S. Forest Service use permit 30 years Ski lifts-- Gondola 15 years All other 10 years Buildings and terminals (main) 20 years Accessory buildings 10-29 years Furniture, fixtures and equipment 3-10 years Trails and slopes 30 years Roads 30 years Vehicles 3-5, years Other property and equipment 2-5 years Depreciation will be determined on an accelerated basis for tax purposes. Amortization of deferred costs is provided as follows: Deferred development and administrative costs 60 months Prepaid interest and other debt expense Terms of loans Organization expense 60 months 41 Deferred development and administrative costs are deducted for tax purposes as incurred. Maintenance and repairs are charged to expense as incurred. Renewals and betterments are capitalized. The cost of a unit of property retired will be removed from the property account, the depreciation previously provided will be removed from the reserve account and the resulting profit or loss will be treated as income or expense. (4) LODGE ASSOCIATES, LTD. Vail Associates, Ltd., expects to invest approximately $153,000 in Lodge Associates, Ltd., from whom the Partnership leases The Lodge at Vail. The unsecured $64,700 temporary cash advance to Lodge Associates, Ltd., would be repaid from the proceeds from such investment. Under the terms of the 25 year lease with Lodge Associates, Ltd., the Partnership has provided furnishings and equipment for The Lodge and is to pay annual rental of 10% of the cost of The Lodge (approximating $8,000 monthly) plus various percentages of gross revenues from Lodge operations in excess of stipulated amounts. Should revenues be insufficient to cover defined expenses and interest on working capital, Vail Associates, Ltd., may purchase The Lodge from Lodge Associates, Ltd., at cost. (5) LAND AND LOT PURCHASE OPTIONS Two ranch properties comprising 1,000 acres of land were acquired from the general and original limited partners at inception and were recorded at original cash cost. Pursuant to options granted to partners which expire on December 31, 1967, approximately 15 acres (in ½ acre lots) have been sold to partners and another 50 acres were subject to option as of June 30, 1963. Option prices were: General partner and original limited partners $100 per lot Additional limited partners 250 per lot (6) PARTNERS' SHARING OF INCOME, EXPENSE AND CASH Under the terms of the limited partnership agreement 50% of income, expenses and available cash is allocated to the additional limited partners and 50% is allocated to the general and original limited partners, except for the following which applied only until the aggregate capital accounts of the respective partner groups were equalized: Photocopy from George Bush Presidential Library a. Expenses of a noncapital nature incurred prior to the commencement of lift operations were allocated entirely to the additional limited partners. b. Depreciation and the investment tax credit were allocated entirely to the additional limited partners. C. Available cash is distributed entirely to the additional limited partners, except for distribution to The Vail Corporation of sufficient cash to pay its Federal and state income taxes. 42 (7) SUPPLEMENTARY EXPENSE INFORMATION Supplementary information with respect to certain expenses is summarized below: 5 Months Ended March 31, 1963 Incurred after 12/15/62 and Charged to 3 Months Ended June 30, 1963 Land and Charged and Incurred Prior to Operating Land to 12/15/62 Expenses Develop- Operating and Charged to (Not Audited) ment Expenses Deferred Costs Total Maintenance and repairs $ 2,857 $ - $30,822 $3,213 $34,035 Depreciation and amortization of property and equipment 32,178 - 37,460 3,644 41,104 Property taxes 3,720 - 3,725 - 3,725 Rent 22,500 - 26,250 - 26,250 Management and service contract fees 1,770 3,120 - 8,400 11,520 The amounts and dispositions of payroll taxes are not practicable to segregate from related payroll expenses. A reserve for doubtful accounts was established at March 31, 1963, with a charge to expense of $1,000. There has been no other activity in this reserve account. (8) SALE OF SUBORDINATED NOTES AND ADDITIONAL LIMITED PARTNER INTERESTS Under the terms of this Prospectus and Registration Statement, the Partnership proposes to sell $600,000 in 6% subordinated notes due November 1, 1973, and $600,000 in additional limited partner interests. The proceeds from this offering are to be used for repayment of current debt to partners, investment in Lodge Associates, Ltd., acquisition of land, capital improvements and working capital. Sinking fund requirements on the 6% subordinated notes for the five years subsequent to October Photocopy from George Bush Presidential Library 31, 1963, will be as follows November 1 1964 None 1965 None 1966 $25,000 1967 $50,000 1968 $50,000 43 ail associates, ltd, vail, colorado January 20, 1964. To each Limited Partner: If you have not had an opportunity to visit Vail since the start of the winter season, I would like to try to bring you up to date with the current operations. A number of new additions have been made and business is generally well ahead of last year at this time, In the new Plaza Building near the lower terminal of the Gondola, you will find two new shops, the Vail branch of Aspen's well known Tom Thumb shop and Books 'n Things, a shop that handles some very beautiful greeting cards, candies and an excellent selection of books. La Cave, the unique and exciting new nightspot, is open for lunch, "the dansant" and in the evening for drinks, dinner and dancing. The new Vail offices are located in the same building next to Vail Blanche. The Sports Desk (where you may get your partners' passes and make arrangements for your ski lessons) as well as the Post Office, is in the same location as last year, while the regular ticket office has been moved to the circle next to the Gondola Shop, Arrangements may be made through the Sports Desk for rides on the sleigh that travels in and around the village. This same sleigh is available for night time parties and rides. Photocopy from George Bush Presidential Library The Lodge is very pleased with their new Chef and hopes you will plan to have dinner in the dining room during your stay. The Cafeteria has been redecorated and is now a most attractive place for breakfast, lunch and dinner for the entire family. The Ski School is off to a flying start this year and should be successful in helping a number of people to learn the new American Technique. Present gross is better than 50% of the total ski school income for last season. For the youngsters who have not had enough exercise on the mountain, there is a small lighted skating rink in the Plaza next to The Lodge and for the rest of us who are willing to call it a day, the sauna operates from 5 - 7 p.m. in The Lodge every day. Dr. James Garrick, who is on leave of absence from the Mayo Clinic, is in charge of the Vail Clinic for this winter season. As was the case last year, they will, be able to examine, X-ray and cast minor GENERAL PARTNERS: THE VAIL CORPORATION AND PETER W. SEIBERT TELEPHONE: MINTURN 7301 i - 2 - fractures and diagnose and take care of most injuries and illnesses. Patients requiring further care may be taken by ambulance to the new hospital in Glenwood Springs. The business in The Lodge is substantially ahead of last year and the mountain operation is running 2-3 times ahead in volume and approximately four times ahead in dollar volume, due to a lift rate increase this season. While business has slowed down somewhat in January, we have still been able to keep a reasonable occupancy rate, thanks to the efforts of the Marketing Department who scheduled events for the first two weekends of this month. The first and most successful was the ABC Television coverage of the North American Professional Championships on January 11 and 12. This event was taped and will be shown on "Wide World of Sports" on Saturday afternoon January 25, 1964 (check your local paper for the exact time). The opening part of the program will include scenes of the village, some of Vail's beautiful homes, and panoramas of Vail Valley. Saturday's race - a Dual Slalom - will show two racers side by side as they manoeuver through the tricky slalom gates. Sunday's race - the Controlled Downhill, should include some spectacular scenes in mid-air over the Giant Steps as the racers occasionally leave the ground during the downhill. The finish line for both races was at the base of Adios, near the Gondola Terminal. One of the features that will make this show stand out among other televised sports events: an exciting sound pickup, which captured such sounds as the racer's breathing, his comments at the start; the flutter of skis on the packed powder sections of the course, and the Photocopy from George Bush Presidential Library harsh scrape of ski edges on the steep, icy final schuss. This is the second professional ski event to be nationally televised (the first this year). The ABC-TV staff who did the show and have previewed the tapes, predict that this will be one of the most exciting ever produced and should receive high ratings in the television industry. This past weekend, the 1st annual Vets Homecoming Race was held on the village slopes, thanks to the efforts of our Denver partner Ross Davis, and Bob Parker. There were about 50 contestants from all parts of the state and from indications, this could turn out to be a lively annual event. The Lodge is pretty well booked for the balance of the season with the exception of the following dates: the weeks starting January 26 and February 2 and on the dates March 9, 10 and 11 we have 10 rooms available, 15 rooms available on March 16 and 17 and one suite open from the 16 - 26 March. March 29 to closing on April 12, reservations are light. - 3 - The Vail Village Inn indicates that they have approximately the same openings and Rod Slifer tells us that while the houses , he rents are booked in March, he has a number of vacancies in February. Present skiing conditions are very good and with normal snowfall, we should have an excellent season. We hope that many of you will be able to find time to come and ski with us. Sincerely, Peter W. Seibert General Manager PWS:dm Photocopy from George Bush Presidential Library Photocopy from George Bush Presidential Library file Bush Library Photocopy George Bush Handwriting Photocopy from George Bush Presidential Library Bringing you many happy wishes of the Bush Library Photocopy New Year George Bush Handwriting File VAIL ASSOCIATES, LTD. BRENTWOOD SAVINGS AND LOAN ASSOCIATION ESTABLISHED 1924 June 9, 1964 Mr. Kennerd P. Perry Bichop-Perry & Co. 1751 California Street Denver, Colorado 80202 Dear Mr. Perzy: Lot 32, Block 7. Vall Village, First Filing The above lot is filed in my nome. It appears our group will be unable to exercise its option this year and, therefore, requests that this lot be released. Very truly yours, Photocopy from George Bush Presidential Library CC: Mr. George W. Buch Mr. John E. Caulkine Mr. John Dorgan EXECUTIVE OFFICES: 12001 SAN VICENTE BLVD. LOS ANGELES, CALIFORNIA 90049 PHONES: 476-2201 879-0970 INSURED June 9, 1964 Mr. David C. Grimes c/o Brentwood Savings and Loan Association 12001 San Vicente Boulevard Los Angeles 49, California Dear Dave: As you pointed out in your letter of April 29, our Vail combine seems to have spread in as many directions as it is possible to spread. George Caulkins seems to be advising us to release our option on lot No. 32 unless we know for sure that we will be undertaking construction this year, Frankly, at this stage George's suggestion looks like a good one to no, unless we have a concrete program to develop our lot this year. Whereas I would be willing to go along with the majority's desire on development of lot No. 32 or any other suitable lot, I do not feel I should urge that we plunge shead since I still have not seen Vail nor do I know precisely how the Dorgans might be able to use whatever facilities we might Photocopy from George Bush Presidential ibrary jointly finance and construct st Vail. In other words Dave, I do not wish to hold you back, but, on the other hand, I do not wish to prod you into action either. I'm very impressed with the fact that you are now EL Presidente: If you are ever in New York seeking Eastern deposits or chesp Eastern money, I hope you will give me & ring. Similarly, I hope some day to give you a call in Los Angeles. With best wishes. Sincerely, JJD:ow cc: Mr. George W. Bush Jack Wonderful Mr. George P. Caulkins, news Jr. don't the lectize you give cox On & 1 - LA CAVE CHRONICLE Elfrida's Mumblings: The most interesting and exciting event of the last few weeks was the breakdown of the #2 chairlift. This caused many skiers to be stranded for an hour or so sitting on the chair. These lucky people not only had an unsurpassed view of the Gore Range, but also a completely free ride in a basket down a rope. Their happy smiling blue- faces told the story of their enjoyable experience, when they finally reached terra firma. "I've always wanted to be suspended 150 ft. on a rope!" exclaimed Ada Snooks, a housewife from Sioux City, Iowa. Many visitors expressed similar feelings, including one from Austria, whose telling comment was However, all the fun was not over for the fortunate visitors to Vail. The next day they were able to enjoy the healthy walk from Mid Vail to the top of the mountain, carrying their own skis, admiring the members of the ski patrol in their bright red jackets speeding past them in their snow cats. Residents in the Vail Snails Condominium noted with interest that the building had moved another 6 inches towards Gore Creek. If this amazing rate of progress continues, the building should be partly submerged by June, thus allowing the residents to enjoy fishing and swimming from their apartment windows. While on the subject of water, Mr. Art Belgium and his gallant crew of water diviners have had to admit failure to find water and have abandoned their excavation hole 3 ft. from the Gore Creek Their next job is to check on the gas and water pipes, which were found to be standing 5 ft. above the recently lowered Row House road. Photocopy from George Bush Presidential Library A recent visitor to Vail, Mr. Cecil Powder of Fort Smith, Arkansas, had a unique experience in the back bowls he was caught in an avalanche! He was promptly named "Skier of the Week" and presented with a souvenir album of photographs taken on the spot by Don Cashew, to remind him of the happy occasion. Mid Vail has been in the news recently a tantalizing odour has been greeting skiers as they lunch outdoors or schuss down the mountain. At first it was thought to come from the Mid Vail gourmet kitchens, but later investigation by Earl Harrow and his men tracked the source to an underground tank That well-known man-about-town, William Whitefish, has big plans for an ice bar at Mid Vail. Together with his friend, playboy of the Western slopes, Kurt Krumpholder, he has started an operation serving stew and Swedish crepes suzette, This has caused great consternation amongst the Big Brothers, but jovial Pete Seeburg told William: "You can continue this operation provided you do no trade and make no money. If you start to attract people and make money, we will be forced to take over. And the best of Chinese luck to you, William!! - 2 - A most amusing impromptu party was given by the Hughfitz Stocks at 5 a.m. the other morning in their beautiful new home. Guests were asked to "Come as you are and bring your own fire extinguisher". Everyone responded with great enthusiasm, including Ked Tindel, who squirted his fire extinguisher in Maurice Shep's face. Maurice gave him a friendly rap in the mouth (a trick learned at the Deli), and smilingly told him that the fire was in the next room. Everyone agreed it would be shame to risk harming the new fire engine by bringing it out of the shed, which turned out to be locked up tight. All concerned agreed the party was a great success, and plans were hatched to have a similar one in Dub Bogglesby's Number 13, as soon as it caught fire or the pipes burst yet again. Manny Killer was feted at a very original bachelor party just before his wedding. Hosting the party was suave Michael Spillane, who had arranged for a most attractive young lady to come up from Denver to entertain his guests, and from all accounts, this was the party of the year. Manny tells me that he has a few interesting negatives taken at the party, that he is sure some of the guests would like to buy from him. * * Photocopy from George Bush Presidential Library RED VILLAGE VIGNETTES Vol. I, No. 3 March 12, 1964 A HINT OF THINGS TO COME BRIGHT AND SHINY FACES A measure of Vail's acceptance in New faces are always a welcome the ski world is the constant stream addition to the community at of important ski industry people who Vail. Included among the newest stop at Vail. Those who were recent- are: ly here include Hal Morse, Adv. Mgr. of SKI magazine; Bob Schneider, from WARREN PULIS and his family. SKI FARING magazine; Red Weiss, from Warren will offer a number of the B. H. Weiss ski glove manufac- design services not usually turing company; John, Verone and available in a small community. Wendy Woodward, Sales Manager of A&T; In addition to designing bro- and veteran ski reps Barney McLain chures, folders, letterheads, and Goody Goodman. and direct mail pieces, he will prepare posters and exhibits. Warren Miller and Dotty are the first Another service will be the skiers on the gondola each morning production of advertisements in the quest for more and better and their placement in news- pictures for next year's movie. papers and magazines. With the return of John Jay in March, all of the major ski photographers Warren has been in Colorado will have been here this year, in- about 20 years, receiving a cluding Dick Barrymore, Jim Farns- Bachelor of Fine Arts in Adver- worth, and Hans Gmoser. tising Design from the Univ. of Denver. Much of his experi- Ski writers visiting this year in- ence has been obtained while Photocopy from George Bush Presidential Library clude Mike Erickson of THE LOS AN- with the Univ. of Wyoming and GELES TIMES, genial Alex Katz of Washington State as a Staff the CHICAGO SUN TIMES, who liked it Artist and as a Visual Communi- SO well during his brief January cations Specialist. visit that he is returning in March with Mrs. Katz. Another is Jim BARNEY BREWER is the new food Tomazin of the CHICAGO AMERICAN, who and beverage manager at the also plans to return for a second Vail Village Inn. Well known visit in March. at Breckenridge, where he owned the Barney Bar & Hotelery, he Other March visitors include a large has already proved himself at group from White Stag, doing a series the Inn. Among his future plans of publicity, advertising, and cata- is the possibility he will start log photos as well as filming TV a new business at Vail. commercials with the help of Warren Miller. McGregor sportswear has JOE STAUFER, the food and bev- also been taking a series of adver- erage manager at The Lodge, tising photos featuring Vail, with rejoins us after spending the the assistance of Merrill Hastings, fall months at Palm Springs. publisher of SKIING magazine. (Cont'd. 2nd column, Pg.2) (Cont'd, 1st column, Page 2) A HINT OF THINGS TO ( ME (Cont'd) BRIGHT AT SHINY FACES (Cont'd) HOLIDAY magazine's Slim Aarons is Joe has previously managed the preparing a story for next fall Mid-Vail Cafeteria, The Lodge devoted to the gay apres=ski life dining room, etc., and already at Vail. HARPER'S BAZAAR is also has shown he can put this back- working on an article, and LIFE is ground to good use. Joe's wife, sending one of their top photogra- Ann, is assisting at the Ski phers next week. School desk. SPORTS ILLUSTRATED writers will ar- GET ACQUAINTED PARTY rive next week, also. The trade Another addition to the busy magazine, HOSPITALITY, has already social schedule of Vail skiers prepared a major article and cover is the Monday evening cocktail photo featuring Vail for next fall. party, starting at 6 p.m. Spon- Bill Stratton, who wrote the TV com- sored by The Lodge for Lodge mercial for Kellogg's featuring "Tony and other invited guests, it the Tiger" at Vail, is returning is also attended by members of soon, having recovered from a broken Vail Associates and the Ski leg in December. He tells us the School. In addition to the good commercial will be shown sometime opportunity for guests to meet this month, and all next year. one another, they are also able On hand this week are representa- to become acquainted with vari- ous facilities and services at tives from Barwick Mills rug manu- Vail. facturers, who are going to do one of their famous on-location ads SKI SCHOOL HIGHLIGHTS featuring pretty girls, a Barwick Among the outstanding instruc- Rug, and Vail. tors responsible for the high reputation of the Vail Ski CENTRAL RESERVATIONS SERVICE School are: A major step forward has been taken Manfred Schober, who comes to in the goal of providing accomoda- Vail from Mt. Alyeska (near tions to as many people as possible Anchorage) and from a small Photocopy from George Bush Presidential Library at Vail. Guests may now check at town near Garmisch. This is one location -- the receptionist Manfred's second year at Vail. desk at Vail Associates -- to obtain During his summers he has made information about lodging. This may a number of major mountain be done by telephone, Minturn 7301, assaults, including the West or in person. The receptionist has Nozak Mtn. in Afghanistan last up-to-date information on cancella- tions and vacancies at all Vail year, and the climb of Mt. Mc- Kinley on skis two summers ago. establishments, as well as private This summer he may teach moun- homes and apartments available. tain climbing techniques to students of the Outward Bound NEW POST OFFICE HOURS School near Marble, Colorado. During the month of March, the Vail Kurt Giger, from Biel, Switz. sorting station will be open Monday joined the staff this season, through Friday from 9 a.m. to 2 p.m. with considerable experience The day's mail is usually sorted by from teaching in Europe. He started skiing when only six noon. Outgoing mail leaves Vail at years old, and raced until he 9 a.m. each day except Sunday. This suffered a bad. fall at the age extension was made possible by Vail of 20. This summer he will be businessmen, with the understanding returning to Berne to teach a branch post office will be esta. tennis -- in three different blished in April. languages. EDRENA'S AMB NGS Vail has truly spread the White Car- Derek Tennant, all of Barring- pet for avid skiers from all parts of ton, Illinois. Mr. and Mrs. the country, and the reaction is evi- Angus Peyton of Charleston, c) denced by beaming faces on all sides. W. Va. are staying at Vail Vil- And judging from the number of pro- lage Inn, and in their party fessional photographers and glamorous are Mr. and Mrs. Andrew Payne, models popping up all over, we can Mr. and Mrs. Howard Johnson, certainly look forward to seeing lots and Mr. and Mrs. Robert Keane, of exciting stories about Vail in the all from Martinburg, W. Va. future. Angus was very enthusiastic in If you happened to notice a tall,good his praise of Vail; he said he looking girl buzzing around recently has skied at Aspen, Zermatt, with all sorts of professional look- and in the East, and that, in ing cameras and wondered just what his opinion, Vail will someday she was up to, you will be interested be one of the outstanding ski to know it was Betty Baldwin, free- resorts in the world. (Of lance photographer from Denver, who course, we think it has already was at Vail to take pictures of the reached that status.) From homes of Mr. and Mrs. William Warren, Washington, D. C. came Ed and Mr. and Mrs. Clayton Dorn, and Mr. Charlotte Wheeler, to join his and Mrs. Henry Wood. She was also brother and sister-in-law from commissioned by Fitzhugh Scott to Denver, Dick and Betty Wheeler. photograph the Christiania, the The Wheeler brothers are sons River Chalet, and the Parrish house. of the late U.S. Senator Burt Wheeler of Montana, and each Diane McManus, attractive secretary has done his bit to keep the to Bob Parker, is floating around family name prominently before with stars in her eyes, and for good the public -- Ed in the field of reason. She just received a long law, Dick in radio. distance call from Olympic skier- husband, Rip, who arrived in the Among the Houstonians who have East on March 6 from Europe. After been here recently were Bob Photocopy from George Bush Presidential Library the Olympics, he raced for the Army and Tomy Martin and the Gene in Switzerland, and on the 20th of Murphrees, both couples occupy- this month he will race with the ing their apartments in the Olympic team at Winter Park. Rip Town House. will be in Vail on the 16th, so we shall be looking forward to seeing Weekend guests of the Walter some top notch skiing! Tiepels are Mr. and Mrs. Robert Uihlein of Milwaukee. Schlitz From all indications, skiers from beer should be popular at Vail practically every state in the Union this weekend -- Mr. Uihlein is are enjoying our fabulous skiing. president of the company. Occupying the McKnight house are Mr. and Mrs. Richard Vaughan of Wayzata, One of the gayest parties re- Minnesota, and Mrs. Vaughan's sister, cently was the large cocktail Mrs. Carteret Laurence of Seattle. supper party hosted by the Dick Mr. and Mrs. John Bemis of Kalamazoo, Dobsons and held in the Red Lion Michigan were recently guests at the Den. Weezie was very glamcrous Christiania, as were Mr. and Mrs. in a sleeveless black velvet Spencer Moseley, Mr. and Mrs. John one-piece stretch suit, and O'Laughlin, Jr., Bruce Pope and Maude Duke, wife of new Vail (Cont'd next page) EDRENA'S AMBLINGS (Cont'd) CUCKOO CLOCK director, Ben, was exotic in a shock- One of our readers reports the ing pink costume which she acquired availability of a large cuckoo on their recent trip to the Far East. clock, which would make a hand- Glamorous ankle length skirts shared some addition to a house or honors with stretch apres ski pants lodge in Vail. The clock is -- blond Gerry Cohen was lovely in spring wound, in excellent con- black stretch pants and a very femi- dition, with beautiful carving nine white organdy, lace trimmed and an animated cuckoo. blouse from Mexico. At a party given recently for Dr. and Mrs. The clock is on display at Van Arthur Andrews (Sandy) Holbrook, Every Jeweler, 1409 Krameria debonair Arthur Underwood of Denver, Street, in Denver. Telephone in conversation with Sandy, mentioned 355-9025. that he is a cousin of Ken Perry. "So am I", replied Sandy, at which point they looked at each other in CLIPPING SERVICE amazement as it dawned on them that they were related. Sandy, inciden- Through the various types of tally, is a "relative of sorts" of publicity material sent to news- Fitzhugh Scott's. His delightful papers throughout the United wife, May, is a well known landscape States, Vail receives wide architect in Milwaukee. coverage of such events as na- tional races, celebrities Vail Village Inn guests this past visiting Vail, and many home- week included a distinguished group town personages whose photos from Mammoth Mountain. Don Redmon, are sent to the local society Mammoth's manager, was here with editor. Mr. and Mrs. Richard Tjomsland, Mr. and Mrs. James Holland, and Mr. and Because of the expense of a Mrs. Robert Pringle. Bob is one of regular clipping service, it is Photocopy from George Bush Presidential Library the ski instructors at Mammoth and hoped that partners and friends Mrs. Pringle owns the Mountain Shop of Vail will pass along as there. Aspen, too, was represented many clippings as possible to by Pat and Ginny Henry, genial pro- Vail Associates. prietors of the Prospector Lodge, Kay and Roy Reid, and Jackie and NEW TRAIL MAPS Bob Green. Colorful silk screen trail maps are now available of Vail's On any ski slope, one always finds north or south slopes from Vail doctors lawyers merchants chiefs Associates. --and right now we have at Vail a member of the intelligentsia, John Mounted on 3/4 inch plastic- Fey, President of the University of treated plywood, the 4 foot by Vermont at Burlington. Good skiing 4 foot panels can be installed to you, Mr. Fey --- and to all you indoors or out. They are the other nice people who have come from best possible guides to the far and near to enjoy the delights mountain. of Vail. ail associates, ltd, vail, colorado December 17, 1963. To each Limited Partner On Saturday December 14 Vail opened the lifts for the second season of operation. Present plans call for daily operation until Sunday April 12, 1964 Thanks to the Ute Indians who held their first annual Snow Dance" at Mid Vail last weekend, we now have fair to good skiing on the upper slopes from the top to bottom via Rams Horn, Git Along and Bear Tree. The Ski School has completed their annual clinic, idevoted to the adoption and practice of the new American Technique. The change has been enthusiastically received and the Ski School looks just great as they go zooming by We have been fortunate enough, thanks to the efforts of Dr. Al Uihlein, to be able to retain Dr James Garrick of the Mayo Clinic for this winter, so that we will be able to treat everything from 'sniffles" to mountain accidents. Mr. Hankamer, a Houston partner of Vail Associates and General Partner of the Vail Village Inn, has agreed to rent an apartment to the doctor for this winter season, and thereby answering another difficult housing problem. Photocopy from George Bush Presidential Library During your stay at Vail this winter, you will not only see new buildings and improvements, but we hope you will enjoy the small ice skating rink next to The Lodge, the sleigh rides and taxi service, the new boite de nuit" (La Cave) and the weekly ski school parties at Mid-Vail. Best wishes for a Merry Christmas and a Happy New Year, Sincerely, later Peter W. Seibert General Manager P.S. May we remind you to please send in the photos for your pass cards. These cards, with photo, will be mandatory this season, so that we may effect a tighter control over the issuance of lift tickets. GENERAL PARTNERS: THE VAIL CORPORATION AND PETER W. SEIBERT TELEPHONE: MINTURN 7301 J.J. DORGAN P.O. Box 2197 HOUSTONM TEXAS 1 September 1963 Mr. David Grimes Vice President Republic National Bank Dallas, Texas Dear Dave: Sorry to be so long in replying to your en- couraging report on Vail; it made a strong impression on us. We are basically interested in the arrangement you described, particularly if we could do the type of financing mentioned in your letter George Bush and I had a very brief conversation shortly before I left Houston to move to New York. Both of us would like a little more information, if any is available, regarding the commercial possibilities. For example, what rental incomes might we expect? How much of the year could the house be rented? And what is the risk that rental in- come would not cover expenses, such as taxes, maintenance, and utilities. Photocopy from George Bush Presidential Library Without ever having seen Vail it appears that the lot on which we have an option is 2 good one. We are certainly grateful for your report and efforts on our behalf. Best wishes Sincerely Original Signed: + DORGAN JJD:nm cc: Mr. George H. W. Bush ski country u.s.a - vail colorado August 28, 1963 To Each Limited Partner In spite of a rather cold and rainy August, the 1 tourist trade on the Gondola has increased along with the limited, but nevertheless excellent Lodge operation We can safely say that the lessons that we have learned, if proper applied next season, should result in substantial improvement next summer A few snow flakes have fallen on the top of the mountain during the last week and from all indications, there appears to be a definite break in the drouth that has plagued this part of the country for the last year Reports from the various lodging facilities indicate that only a few isolated rooms are available for the Christmas season and that reservations are coming in very well for the balance of the season. For those of you who would like to hunt in the area surrounding Vail and do not wish to camp out, The Lodge, The Vail Village Inn and The Night Latch will be open during this fall and can recommend some first rate One Photocopy from George Bush Presidential Library day hunting trips As you will notice in the enclosed Guide to Colorado Hunting, Vail is well within the area where two deer may be taken between October 17 and November 7 and that one antlered elk may be taken during the same period. Unfortunately, Vail is notiset up with a regular pack and guide service for this fall, so can only recommend the rather limited trips this fall Please let us know if you would like to visit Vail during the coming big game season Many questions have been raised during the last year regarding the construction of a golf course It would be helpful to us if we could get the answers to the fol lowing questions 1. Do you consider a golf course to be a necessary part of your family vacation plans? as -2- 2. In your experience (gentlemen) do you find a golf course absolutely necessary when planning conventions or group meetings? 3. Would you be interested in helping to kick off a membership drive that might be instrumental in getting the construc- tion of a golf course underway? Your help might be in the form of a life mem- bership with no dues for five years. Your answers to these questions as well as any suggestions pro or con, that you might have regarding golf at Vail would be very helpful at this time. Sincerely Peter W. Seibert General Manager PWS/gt Photocopy from George Bush Presidential Library REPUBLIC NATIONAL BANK OF DALLAS CAPITAL AND SURPLUS $114,000,000 DALLAS 22. TEXAS DAVID C. GRIMES VICE PRESIDENT August 12, 1963 Mr. George H. W. Bush Zapata Off-Shore Company 1701 Houston Club Building Houston, Texas Mr. Jack Caulkins 33 Willow Lane Grosse Pointe Farms 36, Mich. Mr. John Dorgan Continental Oil Company Continental Oil Building Houston, Texas Re: Vail Associates, Ltd. Dear Poppy, Jack and Jack: Photocopy from George Bush Presidential Library Sue and I and the kids spent a couple of days at Vail in July and wish to bring you up to date on developments there. I am enclosing a plat of the village to help you get some perspective. The village has come along beautifully. I am sure you are aware of the construction of the lodge, inn, and various commercial buildings, and there must be at least a couple of dozen private homes already built with something like that number under construction or planned for completion by next year. We were terrifically taken by the place--it is absolutely beautiful in terms of scenery, offers what we consider a delightful sum- mer spot with the usual opportunities for recreation, and is quite obviously a superb skiing area. Financially, I get the impression from casual con- versations with George Caulkins and Keith Brown that the development of the village has exceeded their expectations, and you know, of course, of the additional issue which has been filed with the S.E. C. For your refer- ence, this is the third filing on lots and involves the area to the west on the accompanying plat which will be subdivided for homes. UBLIC NATIONAL BANK OF DALLAS Messrs. Bush, Caulkins, and Dorgan - 2 - August 12, 1963 To the east of the plat is property which will be subdivided for sale at $10, 000 to $12, 000 per lot, these to run along the fringe of the projected golf course. The Gore Range is to the east, and this is the spectacular view, which explains why the lots on the eastern end of the plat and particularly those around the circle near the bottom were filed on first. These have a little elevation over the village, which is just to the west, roughly in the right-hand third of the plat. The prospectus covering the new issue goes into this description and supple- ments the descriptive material you have received in the past. Virtually all of the lots south of Gore Creek through the second filing have been taken by limited partners. During our visit there, however, lot No. 32, as outlined in red on your plat, was released, and it appeared after inspection by us, as your "unelected representatives", that this was not only a desirable lot from the point of view of scenery but was also the only one left within easy walking distance (some five city blocks) from the center of the village. It ex- tends from the Forest Road down to the Beaver Dam Road, and you will notice all lots west of it are split in half. This gives us the advantage of entry from either road, as well as a large lot, and it has sufficient elevation to get a view of some of the Gore Range (subject to Suzy stealing out at night and chopping down a few pine trees): It is also right above Gore Creek, which is a swell fishing stream. Before anyone has a seizure, let me explain that we now control this lot, but we have no commitment as far as building is concerned, according to my under- standing. We can relinquish it without penalty. There are no other lots to the east closer to the village with the possible exception of one, which is down on a low level, really somewhat below the main village, and right on the main road. Photocopy from George Bush Presidential Library This did not appear desirable to us. As far as we can tell, the theory of building at Vail combines personal occupa- tion with rental to others when not occupied by the owners. A number of houses have been designed with the commercial purpose in mind, and some believe proximity to the village enhances this aspect. We believe however, that this lot affords a pretty good cross-section of advantages, and it was about the only thing left without considering going farther west under the third filing. We hope some of you will have the chance to go out to see this, because, obviously, everyone's agreement is desirable. Building costs at Vail run $15 per square foot or less (a lot depending upon the season of the year when construction is done). Winter is much more expen- sive. Several homes there have been designed for two-family occupancy, and, in a general way, this appears feasible to us inasmuch as it seems doubtful if all of our four families would or could appear on the scene at the same time. REPUBLIC NATIONAL BANK OF DALLAS Messrs. Bush, Caulkins, and Dorgan - 3- - August 12, 1963 at Most homes involve master bedrooms for the parents and double bunk rooms for the children. Here again, this appears to fit commercial considerations as well as personal. All construction is subject to approval by a building committee whose general philosophy of architecture is one combining a touch of the mountain rustic with modern. They are shying away from too much gingerbread Swiss as well as from ultra modern monstrosities. It seems to me that with our several liability, perhaps 1/5th to 1/6th equity, and a reason- ably practical building plan, our group could put up next year a very good two- family building suitable for rental in the range of $25,000 to $30,000. There will be some cheaper homes. Probably most are more expensive. Vernon Taylor, Jr., is building quite a place--I am told it will run $200, 000. The point of this letter is to whet your appetite and to let you know our initial impressions. We are extremely enthusiastic about this. The place is a knock- out, a splendid spot in either summer or winter for a family. Let me know your reactions. Best regards, Dave DCG/ms encls. best to Bar ! Photocopy from George Bush Presidential Library Northwest Corner Section 7 UNPLATTED N West Line Sec. 7, T5S-R80W HIGHWAY 140.00 000M 140.00 24 UNPLATTED N 73° 42'37' E 164.00' 140.00 168.00 25 140.00 140.00 172.00 26 S! U. 15000 27 140.00 IBQ00' 28 S 72 04'25"W 145.00 29 UNPLIAT 201.79 152.00 30 3,90,900.001 " N 152.00' 3L C 135.00' Tract 84°38's S7342.00 S7658'51"W Photocopy CREEKS from George Bush Presidential Library S.89°45'35" W. 2150.00' 10' UTILITY EASEMENT 174.14 - пвтг 122.13 140.83 140.83 Two 140.26 134.79 150 00 NOZOS 159.95 -SZ,Mo95 739390 130.65 100.14' 14 15 21 159.63' 174.94' 10237 168.43 16 102.75' 150.00 17 130.00 19 18 919 22 20 2245 ROAD e THE 122.55' 160.00 160.00 M,90,90.O'S 100.00' of 140.00 100.00 R150' 25 140.00' 150.00 129.06 350.00 25'/25' 453.45' 25 FOREST G 124.22 20.00 SEEL 52.36' 95.00 to 140.00 165.00 200 54 14 145.00' & 30.14 139.43' 192.98 15 135.00' 16 51861 22 148.42' 21 150.30' 20 148.99' 19 127,14' 18 117,83 17 9PA255 10/02/20 10/05/20 16435 110 servize 129.61 BUPASIS 102.10 197.84' UTILITY EASEMENT 139.13' 140.83' SOUTHWEST CORNER OF N.1/2, N V2, SEC. 7. T.5 S., R. BO W. SECOND FILING NO. N73°48'37"E HIGHWAY 1000 21.00 14 205.00' 6 130.00 166°17' 59.96 N 10°UTILITY Tract 290.00 EASEMENT GORE 114°57'42" 15 65°37'22 130.00 NO. 17 80°33'56" 136°15'18" 185.00' 16 -60,11e991 149.05 130.00 18 N89°11'25"E 135500, 19 206.60 94.46 109.00 20 80.00 154°31'12" 103°28's 21 209.21' 240.00 22 N.7. 23 5; 21'48" SLOVORL $ 90.00 492.69 goid $10,800.591 S87°01'24"W CIRCLE $0.00 12007 POAM 142.35 ED 4 M ,98 188 BEAVER POND 150.00 by PONR 123.08 3 112°01'23" Zoew 50.00 ROAD from 4 as 190.00 DAM 98°65'20" 5 Thoot 813.95' AVER 8 - -100.00' 7 6 88.73 © 6 150.411. provi. 1919 BLOCK 215.85' 79-689 3 112.19 1192036 167.91 124.70 15177 111.79 12 139.98 9 O 117,44' 154.67 7 4 73.08 5 II 10 100.00 45.00' 13 148.83 8 162.05' the 630 5197 211.89 94.00 BLOCK 4 8685 56,09' 2234 110.99' & 39.79' 70.00 150.83° 201.09 43.16 103.91 174.00' ROAD 46.00' e FOREST & B (30.00 150.00' 150.00 00 6 $4.00 13.96' 130.00 0.00 R 90.00 & 105.00 113.27 & 90.00' 61.45' 115.00 33.93 138.34 sood 135.00 13500 BLOCK 159.94' 192,45' 8 190.41 208.34 3 224.07' 7 4 4 189,40' 10 9 179.11' 6 5 13 150,98 12 11 91830'47" 10102/36 184535 1994535 15 15175 165.1L 175.92' 143.55' 18124 145.95 131.82 13120 (66.95 05.66' ENT SOUTH LINE OF V2, 1/2, SEC.7. T.SS. R,80 W 3184.39' N.89°45'35"E. THIRD FILING SCALE i"=200' 6 UNPLATTED 1852.73 858.98' S7941'13"E -S85°24'31"E 59.84.100.29 U.S. HIGHWAY 70.06 164.00 184.05 4000 59.84 43.22 57.07 140.00 102.37' 4 27,91ab21 263.22 11 S79°41'13"E 1055.87 L NO.6 13 115.00' 12 Tract 19°12'54" 340.00 2730' 154.32' F 10 304.18' 300.00 E S79-33'15' 1052E7 W R$ 83.02 163.26' 20081 OF R=50 276.84 D 251:25' 25 10000 C 132 150.00 94.44 25 64°41'08" 150.00 N 0113°54'30" R*500 300 84' esocisi- 239.18" $595.06 L-121.37' 540.00' 192.30' 20.00 WEST 94°33'25" 107.44 MEADOW DRIVE 8 500 300 115.00 115.00 120.26 IO'UTILITY 135.12 of 49.62 141.25' 143.51 7 3 BLIG' 34g) No. 2 275.42 110058'0" 210.01' 6 190.12' 4 157.14 184.82 221.67' 5 81,02,601 -24,05009 I 68°17'34 155.00 $ 'DO' 46°00'00" 20'18" 88° 30.00 185 11) -S79°00'00"W postents 103.00 GORE EASEMENT 5 1/57" ROND 6 30716 N.89 02E. 571.69 1929 2012 158 M 193.79 122.75 220.00 .50 37 *POND 36 2 40 BLOCK 3 41 and too 08.89 6578 DAM BEAVER CREEK 0 George NOS 84.62, N 219.92 87 23 FORDO POID NO 100.00 9 AND IO 20A saidle 143.50 nacetos" 19 750.41 147.30' 150.80 31 109,33 HB45 25 " 95.46 32.7 60.85 " 156.15 1505 29 21 151.80' C 30 " 2 18 20 CR.66218 1..295.03 OFFREST 20.00 JO&TS 92.50 48.97 104.44 @ 5A9'65'E 11 8 278.48 e 0 25 $ 12 $3.86 Duese 6 5 124.93 GO TRACT 1650 100.81° 17 2020 T 14 3.0E $2103.45 CUTILITY ROCKLEDGE SA 8A 10 .7 2 13 4 18407 16 15 129.00 146.36 57°3/10" see S.89°41'W. 1640.93 22350 252.13 SOUTHWEST CORNER OP VAIL VILLAGE FIRST FILINE U.S. NATIONAL FOREST 5 0.00 100°4/47" 152.65 FIRST 218.33 A 190.00' ROAD 0.002 N EXISTING HI 331.40' be OCK 5 150.00' 1500 o 113.07 35.32 123°54'02" B 3 239.30' 88°14'06" TRACT C EASEMENT ST 33.97 UTILITY E SPS9 1 EAST MEADOW RAZO L 105.39' 03 1830' 2929 CHINTISAE 251.20 H 13.48 BLOCK 5E K UTILITY G L 131903 SEPARTMENT Photocop 106.07'- THE 75°04'00" TRACT GORE TRACT BLOCK 5-B 4 222 180 56 " - C 35 BLOCK 5-c ROAD 3 FOREST 495.08 577'49'6 ROAD VALLET ROAD S W 1322.52 U, S NATIONAL FOREST TRACT B TRACT D TRACT A fore GREEK 1260. Range LOCK BLOCK 5-A BLOCK 3 320.05 2 CK TRACT F AND TRACT & EXT E PROPERTY PR VATE N.83 o/W 452.93 Photocopy from George Bush Presidential ibrary N80 00' W associates, ltd, vail, colorado June 12th, 1963 Dear Mr. Bush In spite of the sub-normal snow conditions that existed during the early part of last winter and the resulting poor business during the months of December and January, the General Partners of Vail Associates Ltd. have been quite pleased with the first season's operation. The area was very well received by the skiing public and, during the latter part of the winter, the facilities demonstrated real earning power. Preliminary figures from the Forest Service for the period ending March 31, 1963 indicated that Vail logged 48,617 man-ski-days, the fourth largest attendance in the state, exceeded only by Aspen, Winter Park and Loveland. During the last half, of February and most of March the hotel operated at near capacity. 1. Ski Lift Operations. Revenues from ski lift operations for the first winter ($178,824) exceeded operating expenses ($96,486) by, $82,338. Unfavorable weather conditions resulted in a late season and poor skiing until February 1. The results of operations during February and March were gratifying. All equipment worked satisfactorily and the personnel efficiently. We are satisfied from our experience during the first winter season of operation that Vail's facilities offer better skiing than any other in the state. 2. Hotel Operations. The operations of The Lodge at Vail were not satisfactory in our opinion. Although they continued to show improvement during the season and ended with a profit Photocopy from George Bush Presidential Library of almost $10,000 for the month of March, operating expenses for the over-all period exceeded revenues by $36,025. Except in January occupancy rates were satisfactory but operating ratios showed room for improvement. We believe that signi- ficant improvements can be made in this area. In line with this I am enclosing a basic guide that will be followed by the new hotel management. We have been looking for someone to replace Mr. Faller, the Manager of The Lodge last season, since April and after a good deal of investigation and many interviews with well recommended people, we have virtually decided to employ two men (Manager and Assistant Manager) who have had many years of experience at Yosemite National Park. 3. Ski School. Ski School revenues equaled expenses. Better promotion and a modification of the school's technique should improve this department. GENERAL PARTNERS: THE VAIL CORPORATION AND PETER W. SEIBERT. TELEPHONE: MINTURN 7301 - 2 - 4. Real Estate. Demand for real estate at Vail has far exceeded our expectations. With virtually no promotional effort, revenues from real estate exceeded expenses by $105,777. During the past year Mr. Keith Brown, Secretary of the Vail Corporation, has been extremely helpful in handling many land use problems as well as the general questions of prospective buyers of real estate. We are very fortunate that Keith had the time to devote to this area, but now that the Vail operation has become more settled and we have the personnel available to handle the various departments, we will be able to consolidate the management here at Vail. Rod Slifer will be in charge of real estate sales, as well as acting as building inspector for the architectural control board. Rod reports that thirty to thirty-five houses and two groups of row houses will be built this summer on lands platted by Vail. Other houses will be built on lots that have been sold in two sub-divisions located in Gore Creek Valley east and west of Vail. Commercial buildings to be built in Vail Village include a row of shops and apartments being built by Dick Hauserman this building will help to create Bridge Street as the main shopping street and also enclose the east side of the plaza or court yard. A new lodge has been started by Ted and Ann Kindel of Grand Rapids. The Kindels have moved to Vail and will operate "The Christiania Lodge" (approximately 25 units) this coming winter. This construction, plus a clinic and possibly some staff housing, will just about complete the building picture Photocopy from George Bush Presidential Library for this season. The village area has been landscaped -- the tree planting and lawn seeding are beginning to make a great improvement in the general appearance of the area. Plans are being worked out for the lease of 320 acres of high country ranch land about eight miles north of Vail. village. This property controls Piney Lake and enough surrounding land to allow Vail to operate a first rate riding, fishing and hunting camp surrounded and protected by National Forest lands. 5. General and Administrative and Advertising and Promotional. Expenses in this category were high, as might be expected during the first year of operation. Expenditures in the Public Relations area have been highly productive but can be reduced in future years. We had more than usual difficulty in establishing an effective accounting depart- ment. Fortunately, our overall program has slowed to the point where we can now reorganize this problem area and be - 3 in a position to get a fresh start this summer. On May 21st, Mr. Richard Bohr, formerly a Vice President and Treasurer with The Cleveland Institute of Electronics, joined the Vail staff. Mr. Bohr will be acting in the same capacity with Vail Associates and will be in a position to help Vail with many of its immediate accounting problems as well as its long range financial planning. 6. Summer Program, 1963. Many large, well located highway signs:will be in place by June 20th. The Gondola will start operating for summer passengers on June 22nd and will run until Labor Day weekend. Thereafter, the lifts will operate weekends only throughout the fall foliage season. The Lodge is open on a limited basis (rooms only) and will remain open as business warrants through the summer season. The Vail Village Inn, open the year around, offers lodging, restaurant, bar, dancing and heated swimming pool. Also, open this summer is the dormitory-style Night Latch Lodge, as well as a number of private homes available for rental. In the village, a drug store, delicatessen and liquor store as well as a sport and gift shop and the Red Lion restau- rant provide further facilities for summer visitors. Recreational activities include swimming, horseback riding, pack and jeep trips, and river trips in the Colorado River canyon country. Nearby Gore Creek and the Eagle River, as well as high mountain lakes, offer some of Colorado's finest trout fishing. Planned for this fall are hunting trips into relatively untouched deer and elk country in the rugged Gore Range. Photocopy from George Bush Presidential Library Should you plan to visit Vail this summer to inspect your house construction, or to just relax and enjoy the mountains, please let us know when you plan to arrive and what your accommodation needs will be. 7. Expansion Program. The expansion plans that had been deemed desirable and economically sound for this summer's construction program have been postponed until next season, as the necessary funds that were to be derived from the sale of the new offering would have not been available in time to allow placing the orders for equipment. This gives us the opportunity to effect certain policy changes and generally tighten up the overall management picture so that we may go into our next year well set to make the anticipated expansion. A copy of the prospectus describing the new offering of additional limited partnership interests will be sent to each partner as soon as they are off the press. Please do not hesitate to get in touch with us if you have any questions regarding Vail. Sincerely, Peter Seibert, General Mgr. VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT 244-8667 February 9, 1963 TO EACH ORIGINAL AND ADDITIONAL LIMITED PARTNER OF VAIL ASSOCIATES, LTD. Dear Partner: Enclosed please find two copies of the First Amended Partnership Agreement of Vail Associates, Ltd., which reflects the changes necessary to admit Additional Limited Partners who will contribute $300,000 of addi- tional capital and to allocate to the Additional Limited Partners the credits made available under SEC. 38 and related provisions of the Internal Revenue Code of 1954, concerning investment in certain depreciable property. The Securities and Exchange Commission has requested that the First Amended Partnership Agreement be executed by all existing partners prior to the time the Offering Circular describing the proposed offering Photocopy from George Bush Presidential Library will become final. For this reason time is of the essence. Please be good enough to execute and return promptly in the enclosed stamped envelope one copy of the Agreement, retaining the other copy for your files. Very truly yours, Peter W. Seibert bp Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 01. Legal Legal agreement containing financial information n.d. C Agreement related to investment (20 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act - [44 U.S.C. 2204(a)] Freedom of Information Act - [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRA] F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRA] F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRA] agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIA] financial information [(a)(4) of the PRA] F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and Information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial institutions [(b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA] associates, ltd, vail, colorado February 6, 1963 NEWSLETTER: After six weeks of operation we are very pleased to report that many of the problem areas that existed during the early days have been smoothed out and we are now able to spend time with basic organizational policies that should always come under careful scrutiny once the initial shakedown is complete. The most important question appears to be the value of the American plan style of hotel operation as opposed to the more flexible European plan. Chances are good that both plans will be offered for the balance of this season. Next spring this first seasons operation will be considered and a definite pattern established for the future. The Gondola lift has operated daily since December 10th with a minimum of down time and it appears that maintenance of the equipment will be in line with our estimates. During a recent storm the Gondola cars were not adversely affected by the winds and we were able to run at capacity throughout the bad weather. The chair lifts have had minor electrical and control problems and some difficulty with the telephone line during a period of stormy weather but these problems have been worked cut and both the Riblet double chair lifts are now operating at their rated capacity. The Vail Ski School is one facet that needs encouragement and help to get Photocopy from George Bush Presidential Library it launched and to make it well known. Morrie Shepard and an excellent staff are eager to show off the mountain and to help our guests ski it in style but, should trouble arise, Dr. Jacobson of the newly formed Vail Clinic and a very strong and reliable Ski Patrol crew are ready to take care of accidents. Larry Burdick, owner of the Red Lion Inn, has informed us that the Inn will be open for business this next weekend. The Red Lion, a most attractive addition to Vail Village, will offer drinks and meals in their upstairs room and beer for the younger set in their cellar. The Vail Village Inn, the Lodge, Vail Blanche, the Gondola Shop, the Rucksack (drugstore) and delica- tessen and liquor store are all well stocked and in operation. Plans and proposals for additional lodging, shops and restaurants are numerous and for the most part well conceived. Next summer the construction of new homes and commercial ventures should easily equal what was accomplished during this past building season and, we hope, exceed it in the area of medium priced accommodations. GENERAL PARTNERS: THE VAIL CORPORATION AND PETER W. SEIBERT TELEPHONE: MINTURN 7301 2 Recent snows have put the entire mountain in excellent condition and we are finally getting glowing reports from numbers of entbusiastic skiers who promise to circulate the word that Vail is one of the greatest places they have ever skied. These tesrimonials, improved snow conditions and a reservation board that looks good for the balance of the season makes us all very confident that we can successfully complete what started out to be an unusually poor ski season. We hope that all our partners will have time to visit Vail this winter and enjoy the accommodations and slopes that their backing and patience have made possible. Should you not already have reservations but plan to be at Vail this season I would suggest that you contact us as soon as your plans are firm. In the meantime we will keep you informed as to snow, weather, events, etc. Best regards, Peter General Manager P.S. The Feb. 9th Saturday Evening Post has an excellent photo of Vail plus some kind words. PWS/irb Photocopy from George Bush Presidential Library VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT 244-8667 December 3, 1962 Dear Partner: As a partner in Vail Associates, Ltd., you are entitled to designate certain persons who are to enjoy free lift privileges. This letter describes the manner by which such designations. are to be made and the rules governing the enjoyment of these privileges. Each ADDITIONAL LIMITED PARTNER who has purchased a $10,000 partnership interest has the choice of designating either: (1) the partner and his or her spouse, and each minor child of such partner, born to or adopted, legally or otherwise, by the partner and the designated spouse. The free lift privileges of the designating partner and his spouse are effective during the lifetime of the holder. The privileges of a minor child expire when such child becomes 21; or Photocopy from George Bush Presidential Library (2) four natural persons, one of whom may be the designating partner but none of whom need be related to the designating partner. The rights of a designee in this class shall be effective for the lifetime of the designee. A corpora- tion may not be designated as a holder of a free lift privilege, although as a partner it may designate such holders. A partner who owns less than a $10,000 interest in Vail Associates, Ltd., is entitled to designate one person of the class described in Paragraph (2) for each $2,500 invested. The right to designate a holder of free lift privi- leges may be exercised at any time prior to December 31, 1967, except that a partner may designate his or her qualified minor child at any time. Designations once made are irrevocable. The right to designate a holder of free lift privileges may be assigned to the extent that such right has not already been exercised by the assignor. The free lift privileges once vested are not trans- ferable and expire with the death or age 21, as the case may be, of the beneficiary. Vail Associates, Ltd., reserves the right to revoke the free lift privileges of any holder if he or she transfers or attempts to transfer in any way its benefits to a non-designated person. We are enclosing herewith a form letter addressed to Vail Associates, Ltd., for the purpose of identifying the persons you wish to designate as holders of free lift privileges. Please fill out and return this letter at your earliest convenience to our Vail address. A list of holders of free lift privileges will be maintained at the Vail ticket office. Each holder will be required to identify himself and sign a guest roster to obtain daily lift tickets. If you have any questions about this matter please do not hesitate to contact Peter W Seibert, General Partner, Vail Associates, Ltd., Vail, Colorado. Very truly yours, Photocopy from George Bush Presidential Library VAIL ASSOCIATES LTD. Peter W. Seibert, A General Partner bp Enclosure Vail Associates, Ltd. Vail, Colorado Gentlemen: I desire to designate the following persons as holders of free lift privileges: Relation- Birth Name of Residence ship to Date of Designee Address Partner Minor Sex Photocopy from George Bush Presidential Library Please be kind enough to issue identification cards for the foregoing persons to enable them to obtain free lift tickets. Very truly yours, Date: VAIL ASSOCIATES. LTD. SUITE 516-1700 BROADWAY GENERAL PARTNERS: DENVER 2, COLORADO THE VAIL CORPORATION 244-8667 PETER W. SEIBERT October 24, 1962 George Bush Bush Handwriting Library Photocopy TO ALL LIMITED PARTNERS OF VAIL ASSOCIATES, LTD., AND THEIR ASSIGNS MAILENOV.2. Did Tw For address 1962ubsch nx Just Dear Partner: Vail Associates, Ltd. (Vail) proposes to increase its capitalization through the sale of $300,000 Additional Limited Partnership Interests in units of $10,000 each (Units). Under the terms of the Partner- ship Agreement of Vail Associates, Ltd. (Partnership Agreement) and Colorado law, this increase requires the consent of each of the partners. The purpose of the increase is to provide additional capital for the following purposes: Construction costs of lower and midway terminal facilities in excess of amounts available in original budget $ 48,000.00 Photocopy from George Bush Presidential Library Additional advertising expense 10,000.00 Additional snow vehicles 10,000.00 Additional ski patrol equipment including two-way radio 4,000.00 Additional work on roads, parking and village square 11,000.00 Maintenance shop and barracks for employees 8,000.00 Limited Partners of Vail Associates and Their Assigns October 24, 1962 Page Two Investment in limited partner- ship interests in Lodge Associates, Ltd. 45,000.00* Investment in subordinated debt securities of Lodge Associates, Ltd. 70,000.00* Down payment on lease of furnish- ings and equipment for The Lodge, Cafeteria and Midway 21,000.00 Pre-operating costs of The Lodge, including salaries 15,000.00 Working capital for The Lodge 40,000.00 Cost of selling the new units ..... 8,000.00 Contingencies 10,000.00 TOTAL $300,000.00 Photocopy from George Bush Presidential Library *The aggregate investment in securities of Lodge Associ- ates, Ltd. by Vail Associates, Ltd. will be $115,000, of which approximately $65,000 from these funds will be ex- pended in the construction of a cafeteria to be located adjacent to the lower lift building and connected with and served by the hotel kitchen. The balance of these funds approximating $50,000 will be used to meet costs incurred in the construction of the building in excess of the original fixed bid. These new facilities and working capital are deemed necessary, in the opinion of Management, to meet the increased demand for service now anticipated at Vail. This increased demand has resulted in part from the con- struction of real estate improvements at Vail by its partners and others. It is estimated that overnight Limited Partners of Vail Associates and Their Assigns October 24, 1962 Page Three accommodations for between 450 and 500 persons will have been constructed at Vail by December 1, 1962. This volume of housing had not been anticipated until the third year of operation. In the opinion of Management it would be imprudent to defer the expenditures described above. Of the funds described in the Prospectus dated August 17, 1961, $160,000 was budgeted for work- ing capital. The proceeds from the above described offering will add $40,000 to these funds enabling Vail Associates, Ltd. to commence operations with $200,000 in cash for working capital purposes. Although no provision is made therefor in the Partnership Agreement and although Management has received indications that it can sell all of the new Units to be offered to persons who are not now partners of Vail, it believes that each existing partner should be given the opportunity to subscribe to the new securi- ties. The price at which the new Units will be Photocopy from George Bush Presidential Library sold and the rights and liabilities of the new Additional Limited Partners will be substantially the same as those contained in the offering made by the Prospectus dated August 17, 1961, filed with the Securities and Exchange Commission, except that the proportionate ownership of capital of each partner will be reduced because of the increase in number of partners. Management feels that the increase in assets resulting from the addition of the proceeds of the proposed offering will offset the dimunition in the proportionate interests of existing partners. Limited Partners of Vail Associates and Their Assigns October 24, 1962 Page Four The effect of the new issue upon the capital ratios of the partners is summarized in the following table: Value Resultant of Capital Contributions Ratios General and Original Limited Partners $ 741,500 36.32% Additional Limited Partners 1,000,000 48.98% Further Additional Limited Partners 300,000 14.70% $2,041,500 100.00% A statement of partners' capital from the inception of the partnership through October 31, 1962, and pro-forma entries showing the sale of the new Units Photocopy from George Bush Presidential Library is attached as Exhibit A. After the reductions in the capital accounts of the Additional Limited Partners which will result from the special allocation of depre- ciation and certain other expenses, each Additional Limited Partnership interest costing $10,000 will represent a .4348 percent interest in the partnership. A Notification Form 1-A under Regulation A has been filed with the Regional Office of the Securities and Exchange Commission in Denver, Colorado. A copy of the Offering Circular filed as an exhibit to the Noti- fication will be forwarded to you as soon as the filing is in full compliance with the requirements of the S.E.C. Please be kind enough to execute the en- closed form of Consent to Amendment to Partnership Limited Partners of Vail Associates and Their Assigns October 24, 1962 Page Five Agreement (Consent) and return it in the enclosed stamped envelope. Also please advise us on the en- closed form if you wish to subscribe to the new issue and the amount you wish to subscribe. If you have any questions please call or write promptly. We urge that you send your Consent immediately to enable us to complete this financing with dispatch. Yours very truly, VAIL ASSOCIATES, LTD. By Poter W Sabers Peter W. Seibert, A General Partner bp Enclosures Photocopy from George Bush Presidential Library VAIL ASSOCIATES, LTD. STATEMENT OF PARTNERS' CAPITAL INCEPTION THROUGH OCTOBER 31, 1962 AND PRO FORMA ENTRIES ON NOVEMBER 1, 1962 Original Additional New General Limited Limited Limited Total Partners Partners Partners Partners BEGINNING CAPITAL, contributed to the partnership $1,279,848 $142,357 $137,491 $1,000,000 ADJUSTMENT, to adjust capital accounts to percentages specified in partnership agree- ment - 134,860 130,253 (265,113) CHARGES TO CAPITAL: Underwriting fees (50,000) (10,830) (10,460) (28,710) Registration expenses (21,300) (4,615) (4,456) (12,229) ENDING CAPITAL, October 31, 1962: Amount $1,208,548 $261,772 $252,828 $ 693,948 Percent 100% 21.66% 20.92% 57.42% PRO FORMA ENTRIES, reflecting admission of 30 new limited partners Photocopy from George Bush Presidential Library on November 1: Amount contributed to capital 300,000 $300,000 Registration expenses (8,000) (8,000) Adjustment of accounts to agreed capital ratios 15,529 14,870 41,020 (71,419) CAPITAL AT NOVEMBER 1, 1962: Amount $1,500,548 $277,301 $267,698 $ 734,968 $220,581 Percent 100% 18.48% 17.84% 48.98% 14.70% VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT 244-8667 Vail Progress Report, August 30, 1962 With the Labor Day Weekend already upon us, we are entering into the last half ofour construction program. The first three months of work have been substantially aided by dry, warm weather, SO that we are now certain that the ski facilities will be in operation by the latter part of November. Here is the box score on mountain operations at this time: BELL GONDOLA LIFT: All towers erected and aligned, struc- tural steel work started in the upper terminal building, lower terminal structural steel erection to start on September 20th, and the cable stringing scheduled to start on October 1st along with the final machines, electrical and telephone installations. Testing will take place in early November. NUMBER 2 LIFT: (Double chair from midway to summit) Complete except for cable splicing and chair hanging. NUMBER 3 LIFT: (Double chair from summit to Two Elk Creek) Foundations are complete. Schedule calls for tower erection and cable stringing to be completed by September 15th. Photocopy from George Bush Presidential Library BEGINNERS LIFT: Ready to operate. TRAIL & SLOPE CLEARING: 95% complete. SKI PATROL WORK: All phone lines installed, shelters built and in place, and work started on signs, tobaggans and training of patrol personnel. As you learned from the recent Planning & Architectural Control Committee report, the building activity in the valley is ahead of even the most optimistic projections. At this time we feel that all key buildings will be completed for the Christmas season. Somehow, the committee's report failed to mention the Vail Village Inn, the most important single contribution to be made by a group of investors other than VAIL ASSOCIATES or LODGE ASSOCIATES, during this vital first season. The Vail Village Inn is designed as a luxury motor hotel, and is located on the Vail Progress Report, August 30, 1962 Page, - 2 highway at the main entrance to Vail. The Inn will have 52 units, full dining and bar facilities, a rathskeller, and swimming pool. A Conoco gas station will be part of the overall complex. Needless to say, we are extremely fortunate to have our Houston partners plan, finance and construct such a valuable addition to the overall Vail complex. The enclosed photo tells better than any words of mine what a fine facility Vail Village Inn will be. Febr Sincerely, Peter W. Seibert General Manager Jlo Encl: Photograph Photocopy from George Bush Presidential Library George Bush Presidential Library Transfer Sheet COLLECTION: ACCESSION NUMBER: George Bush Personal Papers 1993.0005 FOIA/SYSTEMATIC Zapata Oil File PROCESSING CASE Transferred During Accessioning NUMBER (if app.): > Transferred During Processing 2000-0022-S The following material was transferred to: Audiovisual Collection Book Collection Museum Collection Other Other (Specify): DESCRIPTION: Photograph of model homes When Donor: transferring material to the Donor Org.: museum collection, Address: complete the following. Telephone: Book Location: Map Case Location: Row: Section: Shelf: Position: Series: Box Number: Zapata Oil File, Personal Alphabetical Files Folder Title: OA/ID Number: Vail Associates, Ltd. [1961-1964] Transferred by: John Laster Date of Transfer: 10/20/99 Received by: Mary Finch Date Received: 10/20/99 Go to Database Go to Accession Go to Withdrawal Navigator Register Print Record Sheet NEUHAUS TAYLOR JERM DUBASE ARCHITECTS VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2. COLORADO PETER W. SEIBERT 244-8667 July 17, 1962 TO EACH LIMITED PARTNER OF VAIL ASSOCIATES, LTD. Yesterday, July 16, residential sites were awarded in accordance with the designations previously made by the partners and in many cases in accordance with a drawing necessary to resolve a conflict of designations. For your information the following sites were awarded to the partners listed below: First Filing Block 1 Lot 4 Van Dyke II Lot 5 M. Nichols Lot 6 Caulkins Lot 8 Warren Lot 9 Olson Lot 18 Goltra Lot 19 Coleman Block 6 Photocopy from George Bush Presidential Library Lot 2 Bishop-Perry Block 7 Lot 1 Long Lot 3 Rumbough Lot 13 Hytex Lot 35 Morris-Knight Lot 37 Blair Second Filing Lot 5 Benedict Lot 10 Baldauf -2- Third Filing Lot 1 Scott Lot 2 Chenery Lot 4 Kimbark Lot 5 Winter Lot 8 Domenico Lot 10 M. Smith Lot 11 Chenery Lot 12 Forest Lot 51 Gagnon Lot 54 McCluskey Lot 55 Mosley In addition to the above lots, the lots listed in our letter of July 6, 1962, have been awarded except for Lot 4, Block 7 which was listed in error as being awarded to M. Nichols. This lot along with all other lots not awarded are now available for designation by part- ners or purchase by others on a first request basis. We again refer you to our letter of March 15, 1962, which sets out the terms under which all residential sites at Vail are being acquired. We have had some problems in completing the survey which in turn has delayed the filing of the official plat in Eagle County. We expect that this will be completed, however, prior to August 1. In addition we have completed the Protective Covenants and the Rules and Regulations of the Planning and Architectural Control Committee. We intend to fur- nish each partner with copies of these instruments very soon. After Photocopy from George Bush Presidential Library the plat and Protective Covenants have been filed in Eagle County, we intend to furnish each partner with a formal option instrument and those partners who have exercised such option will receive a deed to their residential site upon payment of the required fee. If you have any questions, please do not hesitate to contact the undersigned. Yours very truly, Planning and Architectural' Control Committee "Keith L.Browen By Keith L. Brown 1130 First National Bank Building Denver 2, Colorado VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2. COLORADO 244-8667 PETER W. SEIBERT July 6, 1962 TO: EACH LIMITED PARTNER OF VAIL ASSOCIATES, LTD. Reference is made to our letter of March 15, 1962, which enclosed a copy of the Master Plan of Vail Village, and which outlined the pro- cedures relative to exercising an option to acquire a residential site in Vail village. You will recall that those partners who desired to build this year were awarded their lots on April 15th, and that those partners who did not wish to build this year had until July 1st in which to designate their desired lots. It has now been decided to extend the July 1st date to July 15th, at which time lots will be awarded in accordance with the terms and conditions contained in our letter of March 15, 1962. If you desire to designate a residential site, and have not already done so, we urge that you immediately return the enclosed letter, indicating your first and second choice. For your information in making this designation, you are advised that the following lots have previously been awarded to people who are building this year: Block 1 Block 3 Lot 1 Lazarus Lots 1 and 2 Conway Lot 3 Lewis Lots 3,4,5,6 Cohen-Davidson Lot 7 Anderson Lots 7,8,9 Love-Fowler-Walsh Photocopy from George Bush Presidential Library Lot 10 Teipel Lots 10,11 Sowell Lot 11 Scott Lots 12,13 Murchison Lot 13 Mallinckrodt Lot 14 Wendland Block 7 Lot 15 Higbie Lot 16 Brown Lot 2 Murchison Lot 17 Meyer Lot 4 M. Nichols Lot 7 Taylor Lot 8A Seibert Lot 9A Sampson Lot 10 McKnight Block 6 Lot 16 Parish Lot 19 Shepard Lot 1 Scott Lot 20 Dodge Lot 3 Rich Lot 21 Parker Lot 4 Smith Lot 34 Talmadge Lot 5 Stevens Lot 36 Mallinckrodt Lot 6 Vail Lot 38 Langmaid Lot 40 Tweedy Lot 41 Hankamer -2- We also want to advise that, in order to improve our procedures for handling all matters relating to real estate at Vail Village, we have established a Planning and Architectural Committee. Keith L. Brown, as a member of this committee, has agreed to handle all inquiries and proposals relating to both residential and commercial real estate, and we request that you direct all such matters to him at the following address: Keith L. Brown Planning and Architectural Committee 1130 First National Bank Building Denver 2, Colorado Immediately after the July 15th date, all partners will be advised of the lots that have been awarded. Thereafter, all lots will be awarded or sold on a first request basis. Yours very truly, Bob Parker Robert Parker Ass't General Manager jn Enclosure Photocopy from George Bush Presidential Library LETTER OF DESIGNATION Mr. Keith L. Brown 1130 First National Bank Building Denver 2, Colorado Dear Mr. Brown In response to the letter of July 6, 1962, I hereby indicate my intention to exercise the option to be granted to me to acquire Lot , Block , Vail Village Filing, as the same is shown on the Master Plan. In the event that this lot is not available, I wish to acquire Lot , Block / Vail Village Filing. I (intend __)' (do not intend ) to build a residence on the lot acquired by me on or before December 1, 1963. I understand you will forward to me an Option Agreement further evidencing my rights, together with an official plat and the related protective covenants, setting forth use and improvement restrictions, when the latter have been approved by and filed with Eagle County. Photocopy from George Bush Presidential Library Very truly yours, (Signature) e George Bush Bush Handwriting Library Photocopy SMarch Blh- 34 Photocopy from George Bush Presidential Library George Bush Presidential Library Transfer Sheet COLLECTION: ACCESSION NUMBER: George Bush Personal Papers 1993.0005 FOIA/SYSTEMATIC Zapata Oil File PROCESSING CASE Transferred During Accessioning NUMBER (if app.): Transferred During Processing 2000-0022-S The following material was transferred to: < Audiovisual Collection Book Collection Museum Collection Other Other (Specify): DESCRIPTION: Photograph of model When Donor: transferring material to the Donor Org.: museum Address: collection, complete the following. Telephone: Book Location: Map Case Location: Row: Section: Shelf: Position: Series: Box Number: Zapata Oil File, Personal Alphabetical Files Folder Title: OA/ID Number: Vail Associates, Ltd. [1961-1964] [2 of 2] Transferred by: John Laster Date of Transfer: 10/20/99 Received by: Mary Finch Date Received: 10/20/99 Go to Database Go to Accession Go to Withdrawal Navigator Print Record Register Sheet 1993 P/ HABIA All Date var per ways. Dasc 01 you - ASO -1.5% SIGN FW Enget OVAD newser. abron in 162, Rev 5" whasper it BOM 250000 BOOK web CH20 #gor - if outbies III. 7400 Hp. Jusger Driver [*** in 10END DESCRIBILION Orper (A) A a com 15x5' [rever 60 Collection 30661 it the is (if sbb", becomes 40 Cvk! Write 0: HOM - УССЕВЕЮИ MAMBER: 1 14 Brew b. 1: ,63411 Architect F.A. Benedict A.I.A. Lower Terminal Building and Hauserman Shops FITZHUGH SCOTT A.I.A. ARCHITECT THE INN AT VAIL BE - the And of L Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 02. Letter From Vivian Flynn to Harley Highie 5/14/62 C RE: Financial information (1 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act - [44 U.S.C. 2204(a)] Freedom of Information Act - [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRA] F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRAJ F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRA] agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIA] financial information [(a)(4) of the PRAJ F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA) F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial institutions [(b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIAJ C 8125 8125 0018 18 20 8075 8075 Photocopy from from Gor George Bush Presidential Library 8100 8125 8175 32 33 8200 34 35 34 8225 76 45 30 24 28 27 37 8275 8150 10 8100 13 1100 8075 8125- 44 8150 Photocopy nom George Bush Presidential Library 8175 $ 40 8200- 15 72 EXISTING 93'0 AYMNDIH FUTURE FRONTAGE Ro, 8150 2 3 4 G F 11 E S E 10 C F I L / O N 8125 N D 9 & 4 3 5 6 R E 6 54 53 8123 55 POND 8150 52 POND 38 39 37 POND 36 5' 41 40 50 J BY 49 & POUD 24 27 8175 13 Photocopy from Georg Presidential 3 19 2 25 26 1 -8200 22 21 to 20 4 5 -822518 Libiary 8 11 12 -8250 17 14 9A BA 10 -8275 H or, 13 10 16 15 12 R 13 14 8300 F LEGEND EXISTG ROAD Il Il I FOREST SERV. LINE TREES SMALL STREAM FOOT 4 CYCLE PATA HOME TRAIL COMMERCIAL PROP. A.M.C.O atc. RESIDENTIAL PAOR 1.2.6.4. ETC. HOTE: PIRST PILING INCLUDES RESIDENTIAL BLOCKS S as THERET COMMUNICIAL LOTE A TARD 9. AMOUNT FILIMA AO NOTED. NORTH 8175 PROPOSED HIGHWAY FEDER no t= II NTAGE ROAD SLIB 9 8200 8175 E A POND D / N G M 8160 B 3 2 1, E F ST. L K 8150 36 creek 0 4 2 5 28 x 31 E 8150. : 8175 6 29 30 32 8200 Photo from George Rush Presidentia Library 33 8225 a 8250 8275 3 BA 8300 the 7 N G BIBO 8225 8350 375 SITE PLAN SCALE : ".200' 8400 2 8200 8190 8180 -8180 PARKING AREA H A 8160 8200 8150 850 8170 8175 * 2 1 3 16 U 15 2 6 6 12 to 3 & LONE o 3 2 X n 18 M # 21 CA8180 8 Photocopy from George : Bush Presidential Library #4 20 10 BT. BITO n 8190 $15 8200 8210 7 TOW 7 8220. 8190 8210 5 X 15 4 8225 M 70 17 B 9 L ? C K 1 12 16 13 4 C/S MASTER PLAN OF VA VAIL, C01 FREDRIC BENEDICT COLORADO ARCHITECT ASPEN FITZHUGH SCOTT APPRICANT 8225 8180 NG AREA H 9160 8200- BIGO C BITO 2 15 8 3 5 < 16 IT 18 19 20 21 11 25 84 20 17. 8190 0618 Photocopy from George Bush Presidential Library 8200 8210 / Z 8210 5 De X 70 8225 17 BLOCK 40 9 U IN Y 1 of 16 13 4 vs MASTER PLAN OF VAIL VILLAGE VAIL, COLORADO FREDRIC BEUEDICT ARCHITECT SH. ASPEN COLORADO REV. FEB. 1, 1962 FITZHUGH SCOTT ARCHITECT DATE Now 21,1981 P.1 MILWAUKEE WISCONSIN Job 59-28 VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT April 18, 1962 244-8667 To each Limited Partner of Vail Associates, Ltd. In accordance with our letter to each of you dated March 15, 1962, a meeting was held on April 17, 1962, in the offices of Arthur Andersen & Co., our auditors at Denver, Colorado, to record the designation of residence sites made by those of us who had indicated a commitment to build and complete a residence in Vail Village First Filing before December 1, 1962. Mr. Graydon Hubbard of that firm conducted the drawing as to such of these sites where we reported multiple designations. AWARDS CONDITIONED ON BUILDING AND COMPLETING PRIOR TO DECEMBER 1, 1962 The following-named partners who have designated sites with a statement of intent to commit to build and complete be- Photocopy from George Bush Presidential Library fore December 1, 1962, have been conditionally awarded the sites described after their names: In Block 1 of First Filing: Fred Lazarus, III Lot 1 Jerome A. Lewis Lot 3 Henry T. McKnight Lot 4 Walter Teipel, Jr. Lot 10 Preston S. Parish Lot 12 Elizabeth E. Mallinckrodt Lot 13 John P. and Louise W. Wendland Lot 14 Harley G. Higbie, Jr. Lot 15 Keith L. Brown Lot 16 Charles A. and Suzanne S. Meyer Lot 17 Samuel McC. Yonce, et al Lot 19 In Block 2 of First Filing: J. Robert Fowler Lot 5 In Block 3 of First Filing: John F. Conway, Jr. Lots 1 and 2 James R. Sowell Lots 10 and 11 John D. Murchison Lots 12 and 13 William McBride Love Lots 14 and 16 Edward J. Walsh, Jr. Lots 15 and 17 J. Robert Fowler Lot 18 In Block 6 of First Filing: Charles Morgan Smith Lot 4 William F. Stevens Lot 6 In Block 7 of First Filing: John D. Murchison Lot 2 Vernon Taylor, Sr. Lot 4 Vernon Taylor, Jr. Lot 7 Peter W. Seibert Lot 8A Carver-Dodge Oil Company Lot 20 The H-T Company Lot 34 Elizabeth E. Mallinckrodt Lot 36 George M. Blair Lot 37 Photocopy from George Bush Presidential Library Joseph Langmaid Lot 38 John B. Tweedy Lot 40 Raymond E. Hankamer Lot 41 Also, in accordance with our letter of March 15, 1962, we have, as of April 17, 1962, agreed to sell or lease at commercial prices a site to Morrie Shepard, our Ski School Director, and a site to Robert W. Parker, our Assistant General Manager. Subject to their performance of their respective obligations to build and complete prior to December 1, 1962, each has been awarded the site described after his name: In Block 7 of First Filing: Morrie Shepard Lot 19 Robert W. Parker Lot 21 - 2 - PARTNERS COMMITTING TO BUILD AND COMPLETE BEFORE DECEMBER 1, 1962, BUT ELIMINATED IN DRAWING The following-named partners, who have designated sites with a statement of intent to commit to build and complete before December 1, 1962, were eliminated in the drawing: Richard D. Bass Gene Murphree, et al Fredric A. Benedict Harold Y. Sampson Robert F. Lammerts William Van V. Warren; Jr. So the above-named partners may have another opportunity to make a selection with a similar statement of intent to build, we forward to each of them herewith two copies of a letter of designation. We hereby establish May 10, 1962, as the day when such further designations will be noted and, in the event of any con- flict, a further drawing will be held. PARTNERS COMMITTING TO BUILD AND COMPLETE BEFORE DECEMBER 1, 1963, IN FIRST FILING Although partners who wish to build and complete in the First Filing by December 1, 1963, have until July 1, 1962, to file their designations, certain of such partners have already filed designations which have not yet been pre-empted. For your infor- mation such designations are set forth below, with choices indi- cated where such choices remain available: Photocopy from George Bush Presidential Library Harry W. Knight and Edwin L. Morris 1st Choice: Block 7, Lot 35 2nd Choice: Block 1, Lot 18 Robert D. Stuart, et al Block 6, Lot 2 Ann Hankins Long Block 7, Lot 1 R. M. Hauserman Block 7, Lot 39 Very Peter truly W. Seibert yours, wabub JRF:mj - 3 - CAULKINS SECURITIES CORPORATION 1190 FIRST NATIONAL BANK BUILDING DENVER 2. COLORADO MAIN 3-8791 April 10, 1962 Mr. George H. W. Bush 1701 Houston Club Building Houston, Texas Re: Vail Associates, Ltd. Dear Mr. Bush: Pete Seibert has referred your letter of March 28 to me for an answer. There are several other groups combining fractional interests to obtain their building site. As far as Vail is concerned there is nothing you need do to combine your interests. The legal question may be something else. I know of one group which is forming a partner ship to acquire the lot and build their house. I should think that you would not attempt to face such technicalities until you have decided upon your site and make plans to build. The requirement to build depends upon the location of the lot. Referring to the Site Plan you received recently, the area to the east of the red line carries a commitment to build this year or next. Those who commit to build this year have first choice, but they must make their choice by April 15. Those who commit to build next year have the next choice, which will be Photocopy from George Bush Presidential Library decided by July 1, 1962. You could still make a choice after July 1 to build next year, but you would have to choose from what was left. You may also choose a site west of the red line on which there is no building commitment. Or you may hold your option and make no choice for the time being, although the option does expire in 1967. I suggest that there is no urgency in your making a choice and that you try to get out here this summer to check the area. I hope I have helped clear up some of the detail of an admittedly complicated situation. Please let me know if you have further questions. HGH, Jr. :ams CC: David Grimes Haler Harley Sincerely, G. Higbie, Jr. Bush George Library Photocopy 51 Jack Dorgan John Caulkins VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT 244-8667 March 30, 1962 To each Limited Partner of Vail Associates, Ltd. At the special meeting of the board of directors, held in Denver on February 26th, Fitzhugh Scott, A.I.A., architect for the hotel, was authorized to go ahead with the complete working drawings for a 60-unit hotel, that could be expanded to a full 100 units at a later date. In the meantime we have reached a preliminary agreement with a Milwaukee construction firm, who have indicated a willingness to finance the hotel and lease it back to Vail Associates. A firm agreement on the hotel, there- fore, should be negotiated in the very near future. A group of investors have indicated that they will build a motel of approximately 50 units, and a gasoline station, on Lots N, M, and O, adjacent to the highway. We expect to complete negotiations with this group in time for them to start the con- struction on the motel early this summer. Several other Limited Partners have indicated an interest in building additional shops and apartments and we are taking steps to assist them in finalizing these projects. Should you have any personal interest in a project of this sort in Vail Photocopy from George Bush Presidential Library Village, please let me know what your interest might be. Letters of Designation for lots in Vail Village are coming in very promptly and from all indications it would appear that approximately 14 to 16 houses will be constructed there this summer. To those of you who have not already made your designa- tion and still plan to build this summer, may we remind you that April 15th is the deadline for getting your Letter of Designation into the Vail office - that is, those people who definitely want to build this summer. A number of people who have purchased partial Units are interested in acquiring a lot and, to do so, they would like to purchase a portion of some other partner's option. If you have a partial option which you would like to sell please let me know and we will exert our best efforts to help you. Thanks to the efforts of Bob Parker, our public relations director, and to commencement of construction on the site, Vail Vail Associates March 30, 1962 Monthly Newsletter Page - 2 w is now a MUST in the minds of a number of potential investors, and we have had many requests for Units which we have been unable to fill - unfortunately, there are no Units of Vail Associates left to sell! As you will note from the enclosed news clippings, Morrie Shepard of Aspen has been appointed as Director of the Vail Ski School. This decision was made after careful review of other potential ski school directors at the last meeting of the board of directors. While we are impatiently awaiting the departure of "too much snow", slope and road construction is progressing at the Vail area and structural steel for the Riblet double chair-lifts is already on the site. We have been very pleased to have had the opportunity to show Vail to many of our investors and their friends, as well as other potential business interests, but we now feel that our heavy construction period is almost upon us and we will, therefore soon have to restrict such tours of the mountain. In the meantime we will always be happy to show the valley area to those of you who have not already seen it, or who might have further questions in regard to lot designations. Our next directors meeting, to be held in Denver on April 2nd, should give us the opportunity to finalize certain projects Photocopy from George Bush Presidential Library that need the full attention of the Board and will free us to put additional time and effort into our heavy construction program. Sincerely, Peter W. Seibert PWS/jt Encls: (4) News clippings Photocopy from George Bush Presidential Library March 23, 1962 The Aspen Times Page, 9 Aspen SS Official To Head Vail Pass Ski School Colorado's newest major ski development, the nas- cent Vail Pass area, will start its first ski school season out right by hiring as its director Aspenite Morrie Shepard, now assistant director of the Aspen Ski School. The announcement that Shep- construction on a house in Vail ard, on the staff of the Aspen Ski Village during the summer. School since 1948, would head Construction will also begin the ski school at Vail Pass next this summer on three lifts for the new area, Parker stated. season was. made this week by Scheduled for completion by next Vail General Manager Pete Sei- winter is a 9600-foot-long gon- bert. dola aerial tram and two Riblet double chairlifts. Himself a former Aspen in- The Gondola, designed by Bell structor and racer, Seibert has of Switzerland, will have a verti- been working on the develop- cal rise of 1900 feet and start ment of the Vail area for the from the parking lot near the highway. A 4500-foot-long chair- past few years. It is located on lift with a 1100 foot rise will link the West side of Vail Pass, about the top of the tram to the upper 100 miles from Aspen. slopes of the mountain. The second chairlift will run Shepard and Seibert grew up down the back side of the moun- together in Sharon, Mass., and tain. It will 6500 feet long and after World War 2 came west to- gether in 1947 to settle in Aspen. have a drop of 1600 feet. Also planned for this summer Both were among the first in- is the first hotel in the village structors hired by Friedl Pfeifer, complex. An estimated. 250 beds. Aspen Ski School founder. will be added to the village for Shepard met his wife, the for- the first season, Parker said. mer Gloria Nielsen, in Aspen in In addition to his duties with 1949 and the pair was married the Aspen Ski School, Shepard in 1952. They now have three operated his own painting con- children. Before her- marriage tractor business in Aspen. He is Mrs. Shepard was a frequent As- also a director of the SRMSA and pen visitor, where her parents chief examiner of its certifica- owned and operated the Epicure. tion program. According to Bob Parker, for- mer editor of Skiing magazine, now assistant general manager at Vail, Shepard will begin work at Vail this coming summer. If possible Shepard will also begin 8B THEDENVERPOST Sunday, Mar. 25, 1962 Shepard to Head Ski School at Vail Morris "Morrie" Shepard of Aspen has been named director of the ski school at Vail, the nation's largest ski area, now under construction on the west side of Vail Pass. Announcement of the appoint- ment was made Saturday by Peter W. Seibert, general man- ager of Vail Associates, Ltd. Shepard, 36, will take over management of the school when the resort opens next December. A native of Sharon, Massachusetts, he is presently assistant director of the Aspen Ski School. The new ski area will teach a refinement of modern Arlberg 1 as its basic technique, Shepard 1 said. MORRIS SHEPARD NEW BASIS "It will be based on lift and rotation, to give pupils mastery of every kind of snow and ter- rain," he said. "We also will Photocopy from George Bush Presidential Library teach wedeln, or rhythmic short swings, to all advanced pupils. "We have found that the SO- called reverse shoulder' skiers are completely lost off the packed slopes," he added. "Our controlled rotation tech- nique is good either on powder or packed slopes, and is also very efficient for handling moguls." The Vail instructors' staff will include a number of expert. U.S. and foreign skiers to teach ad- vanced and racing classes, Sei- bert said. Shepard is married to the former Gloria Nielsen of New York and Aspen. The couple has three children. He is a director of the Southern Rocky Mountain Ski Instructors Assn. and a member of the Professional Ski Instructors of America. Photocopy from George Bush Presidential Library This serial photo of the south face of Vall lift to be built this summer. The bottom lift Mountain shows the vast open ski area of Vall loading area is at the Junetion of the two bowls Roger Brown of Boulder, regional representative for the Head and extreme east-west boundries of the area. at the right and left of the lift line. The Gore Ski Co., bursts Into space In A flurry of dry powder snow near the The arrow going up the center of the photo range la In the background. summit of Vall Mountain, center of Vall, Colorado's newest and the shows the location of the 5700-foot double-chair nation's biggest skl resort. -Rocky Mountain News Photo. Vail Wilderness Becoming Ski Paradise By SPENCE CONLEY Rocky Mountain News Writer room to ski In the best snow in own Vall. Selbert, because of his The snow tractor crawled up the mountain road, belch- the country. Trains stop nearby, ski background, was selected to Ing blue clouds of exhaust fumes. and we'll provide transportation. manage the overall operation. Ea- Morris (Morrie) Shepard, 36, Driving the tractor was Peter ton was named construction su- widely known Aspen ski school perintendent. Selbert, 36, champion skier, vet- above the snowfield on the rim executive, will head the new Vall eran of the famed 10th Mountain of the embankment where we Ski School. We dropped through vast Division. turned stood. Shepard has been at the Aspen snow-meadows making serpen- businessman. In a blur of motion, Roger several years and Is a childhood tine trails. We skied past areas I was sitting Brown of Boulder, regional rep- chum of Selbert from Sharon, where. workmen, armed with directly. behind resentative for the Head Skt Co., Mass. chain saws, trimmed away trees him as we crept flashed over the top of the rock from the main trails, making Parker explained all the major along the snow- them wider. Into space. Eaton Shepard development of Vall has come un- covered forest trail. To my He landed abruptly in a heap, der the supervision of Vall Asso- In - all, 51,000 square feet of Today $1.8 million is available right were Bill covered: by the deep snow. for development of the Vall area. clates Ltd., the last company timber Is being trimmed to widen trails, Fletcher and his In 1954, while prospecting for turanium In the Morrison Sand- Two companys were formed; formed by Selbert and financial backers. "I"I don't mind telling you," wife, Sue, of land was purchased to assure ac- Parker sald, smiling, "I'm In love Denver. Fletcher stone of Vall Mountain, Earl cess to Vail Mountain. Some work They will operate, develop and with this place." Eaton suddenly found himself is an advertising already has been done. Selbert account execu- in the middle of a huge open Contracts have been awarded park. tive for The Rocky Mountain News. The park stretched as far as he for the construction of: could see, opening out into other 0 Vail Village. A settlement on We were taking a tour of Vall, open parks. He realized the area's Gore Creek which will house a Colorado's newest and the nation's great potential for skiing. lift terminal, wine and photo largest skl area. It's twice as large Eaton headed the Aspen High- shops, hotels and apartments. as Aspen; seven times larger than lands Ski Patrol, engineered the o A gondola-type lift to take either Winter Park or Loveland construction of Skl Broadmoor In skiers, four at a time, nearly two Basin, and a whopping 25 times Colorado Springs. He has skied miles up Vall Mountain to Mid- larger than the Berthoud Pass ski most of his life. way, area, Snow Survey . A midway terminal with a $1.8 Million Job restaurant, rest rooms and sun He began a snow survey the deck. Vall is presently undergoing a following year. e A 4500-foot double-chair lift $1.8 million development which Meanwhile, Selbert was In- from Midway to Vall Mountain will reach full swing this summer. volved in the development of Summit. Selbert worked the controls of Loveland Basin. © A 5700-foot double chair lift the vehicle and ive slowed. In 1957 Eaton and Selbert joined up the back of Vail Mountain. "Over there. See those orange forces and made more snow sur- The lifts will serve more than flags? Those mark the lift line," veys. seven square miles.of ski area. Selbert yelled. The outlook was exciting Bob Parker took the Fletchers Directly in front of us lay the They found Vall Mountain had and me on an afternoon-long tour 14,000-foot peaks of the Mosquito a 3000-foot vertical rise, equal of Vail. Range and the beautiful Mount of to both Aspen and Sun Valley. "We are going to give the skier the Holy Cross, In back of us was the jagged peak line of the Gore Range and the Gore-Eagle's Nest Wilderness Area. The summit of Vall Mountain is two and a half miles south of U.S. Highway 6, about 15 miles west of 10,603-fot Vail Pass. The ski area is six miles east of Min- turn and 110 miles from Denver. "Stop looking and let's ski," Selbert called. Moments later we were skiing through dry powder snow a foot deep. "This way," Selbert sald, "The others are over here." The Fletchers and I glided through a stand of plne trees and stopped at the edge of a steep embankment. Standing out in the middle of B huge un-tralled snowfield was Bob Parker, Vall's information spe- clailst. "Get your camera ready," he urged, directing our attention to a huge snow-covered rock 25 feet Photocopy from George Bush Presidential Library -B *THE DENVER POST Sunday, Feb. 25, 1962 Outdoor Empire Vail Ski Area Big, Beautiful By Cal Queal V AIL SKI AREA, Colo.-At least half a hun- dred times I've passed here on U.S. High- way 6. When I wasn't hurrying, I'd look up at the mountainside to the south, but never con- sidered it especially distinguished. Earl Eaton, a native of the Eagle River Val- ley, started looking at it hard, back in 1954. In 1957 he was joined in his scrutiny by Peter Sei- bert; now of Englewood. They measured snow depths, walked the area on foot, studied its weather and wind, Its bowls, ridges and valleys. The result is that the nation's largest ski area is now under construction here. Last Thursday I finally got off the highway long enough to see why it all happened. Our small party started from the base in two snow vehicles. An hour and a hall and a few stops later we had risen 3.050 ft. through a sunlit winter landscape. We wound upward through broad stands of aspen, spruce and Iodgepole pine, broke out into a huge bowl, climbed a long gentle hill to a ridge and followed it to the 11,250-foot summit. On the south side was more of the same-much more. There were two more bowls, each a mile across, and skl country stretched out endlessly beyond them. Best of all; everything was covered with the deep, quiet, light. Incomparable Colorado snow. Seibert, Eaton, et al have themselves a skier's paradise. The chain saws of the timber cutters are already shat- tering the area's stillness. By December of this year,' there will. be a 9,590-ft, four-passenger Gondola, two mile-long double chairlifts, a base area building and another at midway. Its vertical drop alone makes Vail one of the elite Photo Special to The Denver Post among America's ski areas (with Aspen and Sun Valley). SKIERS CUT SNOW PATTERNS AT VAIL AREA and its six to seven. square miles of lift-served skiing ter- Photo shows typical terrain at new ski area now under construction on the west side rain puts it in a class by itself. The variety of slopes. a of Vail Pass. Gondola, two double chairlifts are to be ready by December, 1962. remarkable Jack of wind. dependable and excellent snow, and a scenic setting that's breathtaking, wrap up the package. A minimum of timber clearing will put Vall in business. Much of the upper slope area is open, but with enough ever- greens to make the vast whiteness esthetically pleasing. Nature is at her best when left alone. and fortunately the Vail bulldozers will disturb her only slightly. The trees grow tall at Vail, even at the summit. Stiff prevailing winds come out of the Northwest but rise sharply on ridges of the northwest flank. Clouds sail swiftly over the area while even the summit remains quiet. and still. o HERE are a few more Vail vital statistics: The area is 107 miles from Denver. about 14 miles west of the sum- mit of Vail pass. The Base area is in the Valley of Gore, Creek. Principal runs will be about two miles long, with A top of four miles over certain routes. Capacity of the gondola lift to midway is 500 persons per hour. The double chair to the summit has a 900 per hour capacity, and the second double chair from the summit into the southwest and south- east bowls is 870 per hour. A beginner's lift will be installed near the lower term- Inal of the Gondola. The area will open to skiers Dec. 1. 1962. Pete Seibert, who is president of Vail Associates and the Vail Corporation; will be general manager of the resort when it opens. A Tenth Mountain Division veteran, a for- mer F.I.S. skier and a man long associated with Colorado skiing, he is a natural for the post. Eaton has a reputation as a top-flight hill manager, ski instructor; and ski con- struction specialist. Vail represents a personal triumph for both men. The money-raising, engineering and countless details involved in getting the project off the ground, took over four years. As Eaton puts it: "Most things that are worth while take time to accomplish." It would be understating the case to say he and Seibert have spent their time well. Vail will add a new dimension to skiing in the U.S. It's big, it's beautiful, and it's in Colorado-naturally. 0 March 28, 1962 Mr. Peter W. Seibert Suite 516 1700 Broadway Denver 2, Colorado Dear Mr. Seibert: John Caulkins, Jack Dorgan, David Grines and I each own 1/1 of a unit in the Vail Program. In your letter of March 15th you stated that we could combine fractional rights to purchase a sito. I have talked to Mr. Dorgan but have not talked to the other two parties. We would like to have the details as to what YO need to do to combine our fractional shares in order to purchase one lot between us. I also on not clear on if and when we would be required to build on this lot. I am sending a copy of this letter to the others and perhaps you could do likewise in your reply to Photocopy from George Bush Presidential Library no. Very truly yours, George H. W. Bush GHWB/vf CC: David Grimes Jack Dorgan John Canlkins LETTER of DESIGNATION Mr. Peter W. Seibert Suite 516 - 1700 Broadway Denver 2, Colorado Dear Mr. Seibert: In response to your letter of March 15, 1962 I hereby indicate my intention to exercise the option to be granted to me to acquire Lot , Block , Vail Village Filing, as the same is shown on the Master Plan accompanying your letter. In the event that this lot is not available, I wish to acquire Lot , Block , Vail Village Filing. I (intend ) (do not intend ) to build a residence on the lot acquired by me on or before December 1, 1962. I understand you will forward to me an Option Agreement Photocopy from George Bush Presidential Library further evidencing my rights, together with an official plat and the related protective covenants, setting forth use and improvement restrictions, when the latter have been approved by and filed with Eagle County. Very truly yours, (Signature) VAIL ASSOCIATES LTD. SUITE 516-1700 BROADWAY GENERAL PARTNERS: THE VAIL CORPORATION DENVER 2, COLORADO 244-8667 PETER W. SEIBERT March 15, 1962 To each Limited Partner of Vail Associates, Ltd. Enclosed herewith is a copy of the Master Plan of Vail Village for the initial development of approximately 220 acres of the 1,000 acres, more or less, which are owned by our Company. It is a map of the immediately useable part of the Hanson Ranch which lies south of U. S. Highway 6 at the base of our lift system. You will be able to locate this land with reference to our other lands if you will refer to the second map appearing between pages 21 and 24 of the Prospectus dated August 17, 1961. You will reçall from the Prospectus, from Exhibit "A" to the Limited Partnership Agreement, and from paragraph (f) of the Certificate of Limited Partnership that Peter W. Seibert and each Original Limited Partner have received a right to purchase, in the area of the Hanson Ranch planned for residential use, one resi- dential building site at a price of $100 per site. These rights were required to be exercised on or before June 1, 1963, and any residence built on such site is required to conform to such sub- division plat and to such zoning, use and improvement restrictions Photocopy from George Bush Presidential Library as shall affect the land at the time of such building. In order to encourage the construction of additional building facilities, it has been decided to grant to each Additional Limited Partner the right to acquire a residential site at a cost of $250. per site. The difference in cost between the option price to the Original Limited Partner and the price to the Additional Limited Partner is based upon: (1) The Bank Loan requirement imposed subsequent to the granting of the original option that a prepayment at the rate of $125 per site be made upon the release of each site from the lien of the Deed of Trust; and (2) A charge of $125 per site to cover the costs of pre- paring instruments, recording, surveys, and other incidental items. Except for this difference the rights of the Original Limited Partner and the Additional Limited Partner will be identical. Each purchaser of a full $10,000 Additional Limited Partner- ship Unit shall have the right to acquire a site in accordance with the terms stated in this letter. Additional Limited Partners who have subscribed to less than a full Unit shall have fractional rights to a site equivalent to the fractional part of the Unit to which they have subscribed. They may combine their fractional rights to a site with other fractional rights or they may sell their fractional rights. In studying the enclosed Master Plan you should observe that it is contoured to two-foot intervals in the area around the lower terminal of the No. 1 Lift, and to five-foot intervals el'sewhere. With this Master Plan as a guide an uncontoured subdivision plat is being prepared which will become "official" when submitted to and approved by the County Commissioners of Eagle County and filed in its records. The official plat, which may show minor adjustments in the lot boundaries as compared with those shown on the Master Plan will be the plat to which reference will be made in all con- tracts with and warranty deeds to purchasers of sites. Please note that the area to the right--or east--of the red line is Vail Village First Filing. To the left--or west--of the red line are Vail Village Second Filing, Third Filing and Fourth Filing. With the exception of Lots 1 through 20, Block 4, Vail Village First Filing, and Lot 2, Block 6, Vail Village First Filing upon which a residence has been constructed, all numbered lots on the Master Plan are presently available residential sites. Lots 1 through 20, Block 4, Vail Village First Filing, and all lettered sites are commercial sites. Lots 1 through 24, Block 2, and Lots 1 through 18, Block 3, both in Vail Village First Filing, are known Photocopy from George Bush Presidential Library as town-house lots. Any two adjoining town-house lots are to be considered as one residential site. Each partner will be granted an option as soon as the plat has been adopted by Eagle County, which will provide for the acquisition of a residential site under the following terms: 1. The option must be exercised on or before December 31, 1967. 2. If the option is exercised as to a residential site in Vail Village First Filing, the owner will be required to complete \ a residence on such site on or before December 1st of the year following the year in which the option is exercised. 3. If the option is exercised as to other lands, now or hereafter subdivided for residential purposes, there shall be no requirement as to time of building. - 2 - 4. Each owner shall be required to purchase at a cost not to exceed $500 per site his pro-rata share of the cost of water and sewage facilities, probably in the form of municipal bonds. 5. Each owner shall be required to purchase at a cost not to exceed $500 per residential site his pro-rata share of the cost of certain summer recreational facilities, planned to include a golf course, tennis court, and a swimming pool. These too will probably be in the form of municipal bonds. 6. No residence may be constructed until the site is serviced by public water and sewage facilities. These facilities will be available in 1962 in Vail Village First Filing and will be extended to other areas as the demand shall warrant. 7. All sites will be subject to building and use restrict- ions common to protected residential developments, including the submission of plans and specifications to an architectural control committee for approval. 8. No sites will be reserved for option holders. Each site is subject to prior sale or lease by Vail Associates, Ltd. at commercial prices commencing April 15, 1962, in the first filing, and after July 1, 1962 in the other filings. In order to facilitate the orderly selection of sites and the early preparation of building plans, we request that you designate the site which you wish to acquire at this time. Since there may be a conflict in designations, we request you designate your second choice. Those who commit to build and complete by December 1, 1962, Photocopy from George Bush Presidential Library and make their selection on or before April 15, 1962, shall become entitled to that site unless there is a conflict. In the event of a conflict the site will be awarded by drawing. In this connection the following named partners have already committed to build and complete by December 1, 1962, on the sites in the First Filing described next after their names: Keith L. Brown Lot 16, Block 1 Harley G. Higbie, Jr. Lot 15, Block 1 Joseph Langmaid Lot 38, Block 7 Fred Lazarus, III Lot 1, Block 1 John D. Murchison Lot 2, Block 7 Jerome Rich Lot 3, Block 6 Peter W. Seibert Lot 8A, Block 7 Charles Morgan Smith Lot 4, Block 6 - 3 - John B. Tweedy Lot 40, Block 7 Robert D. Stuart, Jr., and partners Lot 2, Block 6 Vernon Taylor, Jr. Lot 9A, Block 7 If there is no conflict with the above selections such sites will be awarded on April 15, 1962. Those partners who do not commit to build during 1962 will be awarded their selected site on July 1, 1962, provided such site has not previously been selected by a partner who has committed to build during 1962 or has been sold prior to the receipt of such designation, and provided there is no conflict. In the event of conflict the site will be awarded by drawing. In considering the selection of a residential site, please remember that additional acreage will be made available for sub- division after the tract shown on the Master Plan has been reasonably developed. In the opinion of many partners, portions of the land owned by Vail Associates, Ltd. which have not yet been sub-divided are equally or more attractive for residential purposes, though more distant from the lift. It is also possible that Vail Associates, Ltd. will be able to acquire additional acreage to the east which will be equally desirable for develop- ment. You should keep in mind that different lots are to be priced at different levels to the public. At the outset, these prices will vary from approximately $3,500 to $8,000 per site, with the higher prices tending to apply to the sites nearest the Photocopy from George Bush Presidential Library lift. If you wish to designate a site at this time, please be kind enough to return the enclosed "Letter of Designation" indicating your first and second choice. If you have any questions, please do not hesitate to contact the undersigned. Yours Peter PWS/jt Encls: (2) - 4 - TWEEDY AND FOWLER ATTORNEYS AND COUNSELLORS AT LAW SEVENTEEN HUNDRED BROADWAY DENVER 2, COLORADO J. ROBERT FOWLER JOHN B.TWEEDY TELEPHONE March 7, 1962 AMHERST 6-3731 To Each Limited Partner of Vail Associates, Ltd. For Vail Associates, Ltd., we forward herewith the following documents: 1. Three copies of the Certificate of Limited Partnership of Vail Associates, Ltd., each consisting of thirteen numbered pages and one unnumbered page as, the last page. This last unnumbered page is set up for your signature in two places and the signature and seal of a notary public in one place. 2. Two copies of a Declaration and Power of Attorney. For the reasons stated below, we ask that you take the three copies of the Certificate of Limited Partnership and the two copies of the Declaration and Power of Attorney before a notary public. Before such notary public you should sign the last unnumbered page of all three copies of the Certificate of Limited Partnership and both copies of the Declaration and Power of Attorney. Please note that the last unnumbered page of the Certificate of Limited Partnership must be Photocopy from George Bush Presidential Library signed twice by you and once by the notary public. Please send by return mail in the enclosed stamped, self- addressed envelope: Two copies of the Certificate of Limited Partnership and One copy of the Declaration and Power of Attorney Each of you has already signed a Limited Partnership Agreement of Vail Associates, Ltd. You are now asked to sign and swear to the truth of the facts stated in the Certificate of Limited Partnership. The Agreement of Limited Partnership remains as the statement in full of the agreement between the parties. The Certificate of Limited Partner- ship states some-but not all--of the matters stated in the Agreement. The Certificate states only such matters as are required by law to be stated. It is the signing and swearing to of such a certificate by all of the partners, which truly states the matters required by law to be stated, and the filing for record of such certificate in the county or counties where the limited partnership does business that establish the limited liability of the limited partners. In our opinion the Certificate of Limited Partnership as now forwarded to you is a sufficient and true statement of the matters required by law to be stated in such a certificate. When each of you signs, swears to and returns two copies of this Certi- ficate of Limited Partnership to Vail Associates, Ltd. together with one copy of the Declaration and Power of Attorney, when the attorneys- in-fact have completed their action as authorized, when one counterpart so assembled has been filed for record in Eagle County, Colorado, and the other counterpart so assembled has been filed for record in Denver County, Colorado, it is our opinion that Vail Associates, Ltd. will be formed according to law as a limited partnership. Should you have any questions about these enclosures, please let us know. Very truly yours, I Robert Fowlu Photocopy from George Bush Presidential Library J. Robert Fowler JRF :mj Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 03. Legal Legal agreement containing financial information n.d. C Agreement related to investment (14 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act [44 U.S.C. 2204(a)] Freedom of Information Act- [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRAJ F-1 National security classified information [(b)(1) of the FOIAJ P-2 Relating to the appointment to Federal office [(a)(2) of the PRA] F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRAJ agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIAJ financial information [(a)(4) of the PRA] F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial institutions ((b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA] Photocopy from George Bush Presidential Library DECLARATION and POWER OF ATTORNEY The undersigned declares that he has, as a limited partner, this day signed, acknowledged and sworn to three identical counterparts of the Certificate of Limited Partnership of Vail Associates, Ltd., which counter- parts showed the signature, acknowledgment and affidavit of The Vail Corpo- ration and Peter W. Seibert as the general partners. The undersigned intends to mail two of these counterparts to J. Robert Fowler and John B. Tweedy, at 1700 Broadway, Denver 2, Colorado, and hereby appoints such J. Robert Fowler and John B. Tweedy, or either one of them, as his agents and attorneys-in-fact, authorizing and directing them, or either of them, to perform the following ministerial acts with respect to such two counterparts and such identical counterparts as they shall receive from the other limited partners showing their respective signatures, acknowledgments and affidavits: 1. To detach from each of the counterparts received from the under- signed the page bearing his signature, acknowledgment and affidavit; 2. To attach one such page to each of two identical counterparts of such Certificate of Limited Partnership of Vail Associates, Ltd., as will show the signatures, acknowledgments and affidavits of The Vail Corporation and Peter W. Seibert, as the general partners, and each of the other limited partners; and 3. To file for record one such identical counterpart so assembled in the County of Eagle, Colorado, and to file for record the other such counter- part SO assembled in the County of Denver, Colorado. IN WITNESS WHEREOF, the undersigned has signed this instrument on the date below appearing in his acknowledgment. HW Bul STATE OF TEXAS Bush Library Photocopy ) George Bush Handwriting ) SS. COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me this 12th day of MARCH , 1962, by GeoRGE H.W. Bush . WITNESS my hand and official seal. My commission expires: 0-21-63 Virian C Flymn Notary Public VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 516-1700 BROADWAY THE VAIL CORPORATION DENVER 2, COLORADO PETER W. SEIBERT TABOR 5-2947 February 20, 1962 George H. W. Bush, Esq. 1701 Houston Club Building Houston, Texas Dear Mr. Bush: On February 1st work commenced on the main construction road up the mountain. At the same time we started the clearing of lower slopes and trails. Progress to date has been excellent, thanks to our Operations Manager, Earl Eaton, who had very carefully laid out all the roads and trails to Forest Service specifications last fall and, also, due to the fact that we were able to use John McAllister's men and machines with all their cumulative experience gathered from many years of timbering work at the area. (John, as you may know, is one of our Original Limited Partners and operates a saw mill in the valley.) During the winter months construction work in the mountain is generally marginal, but as long as the weather is favorable and the expense in line with summer costs we will continue to gain the time that is SO vital to the scheduled completion of this present phase of the Vail Project. Photocopy from George Bush Presidential Library At this time it appears that we have worked out a feasible plan to assure the basic number of beds in one main lodge at the lower terminal of the gondola lift. This program, as well as an alternative solution (that would decrease the number of beds in the main lodge, while not limiting its functions as the central meeting place, and rely for additional units on a motel that would be built across the stream from the main lodge and oriented more directly to highway traffic) will be discussed at a special meeting of the Board of Directors to be held in Denver, on Monday, February 26th. We will reach a decision at that time as to a definite plan for the Village Inn. Look for more on this in next month's newsletter. Meanwhile, enclosed is a copy of an article on Vail, published in last Sunday's edition of The New York Times which will, I'm sure, be of interest. Encls: (1) Photocopy from George Bush Presidential Library THE NEW YORK TIMES, SUNDAY, FEBRUARY 18, NEW ROCKIES SKI CENTER TO BE 'BIGGEST' IN U.S. SUSAN MARSH Tweedy. Look me on R. five- D ENVER, Colo. Utterly hour tour of the area by anow unpublicized until the vehicle. We could not sce where last days of last year, the roads had been laid out: the biggest skl area In but we saw the first nearly this nation 19 now under con- completed building, R house for struction about a hundred miles one of the Investing "Ilmited west of here, and It expects to partners." Investors automali- open next December. It Is In cally have the option of buying be called "Vall," and it is on residential land cheap. the Vall Pass, beside U. S. 6 We went over the site of the and the proposed route of In- sport. shop, which will adjoin terstate 70 in the White River the base of the gondola lift. National Forest. Near hy, on the pedestrian mall, Vall's permit from the United a. photography shop and restau- States Forest Service gives it rant and wine shop, with apart- control over an area between ments above, will be erccted. two and three miles wide and No Wind extending six miles into the mountains. It Is less than four We followed an old lumbering road up the steep hill south of miles from Camp Hale, the site the valley. Aspen grew there, which the United States Army then Indgepole pine and spruce. selected as having the best There was no wind; there sel- snow conditions in the country and where IL trained its moun- dom is at Vall, according to Mr. Ealon, who has always tain troops. lived near by and who discov- The new area's plans for ski ered the area. trails have been approved by Twice, three of us walked to the Forest Service, which will lighten the load of the car. have charge of safety measures Once Mr. Seibert suspected the and avalanche control. The first possibility of an avalanche, SO stage of the ascent, from the Vail base at 8,200 feet to a mid- we went through at respectful distances. Nothing happened ex- way point two miles away and Fred Lindholm cept that we sank in about eight 1,935 feet higher will be served BREAKING TRAIL-Skiers inches further than the snow by sixty-three enclosed gondola Sulpher Longmont cars, each earrying four per- dash down snowy slope in Kreminling Springst Fort vehicle's tracks, and worked up Granby Boulder Lupton SOUS. This main ski llft, 9,500 Vail. and, at right, :L map considerable heat from walking feet In length. Is being installed MOFFAT in too many layers of warm of Colorado mountain area. TUNNEL clothes. by the Bell Engineering Com- pany of Luccrne, Switzerland, State: I was shown plenty of places and is geared to accommodate resented on the Vall Corpora- Bridge where an expert skier can find Uon board of directors by Gerald VAIL Idaho Denver a fast course. Much of the area 500 people an hour on the 11½- minute ascent. T. Hart, a Denver real estate 70 Dillon Springs is sparsely wooded, and will not MT.EVANS man. Other early investors were Minburn 14254 needs trails, but where trails are Two Chairlifts C. T., Chenery of New York. EH5, N.2 necessary, we saw blazed trees Where the gondola lift ends, Richard M. Hauserman of C 0 R A 0 and some places already cleared. two successive double chairlifts Cleveland and Fitzhugh Scott The eight-foot snow-depth mar- will carry on, a mile each, also of Milwankee. kers were buried to within a to terminals, at which points The Vall entrepreneurs are Leadville Fairplay foot or a foot and a half of spen skiers can fan out. These lifts in negotiation with nationally their tops. are being built by the Riblet known hotel and motel chains, The summit is a skier's Tramway Company of Spokane, with the view to setting up a dream. There are high moun- Wash. hotel to accommodate 150 actual exploration of the site. since it was modernized is tra- tains in every direction, but At the top of the big gon- guests. When these arrange- The total picture is impressive. ditionally excellent. The pass is none so close as to be oppres- dola lift, a terminal restaurant, ments are completed, sums seldom blocked for more than slve. Much-photographed Mount The time I chose to visit the to supply year-around service, amounting to $500,000 for the place was perhaps unproptious. two hours at a time, and then, of the Holy Cross and the 14,- is going up. It has been de- purpose are expected to be The same storm that dumped often, because a driver with- 000-foot peaks of the Mosquito signed by Fredric Benedict, ar- made available through a Den- four inches of snow in Dallas out snow tires or chains has and Sawatch Ranges are in one chitect of the Aspen Inn and ver bank and the Federal Small had closed some Denver subur- lost his momentum. In the last direction. Turning toward the the Aspen Highlands Restau- Business Administration. ban schools. Instead of remain- five years, it has only once been northeast, one sees the sharp rant. In fact, the entire Vail Disabled Veteran ing open on Monday night, blocked as long as eight hours. spires of the Gore-Eagle Nest enterprise is being planned for But advocates of the tunne) Primitive Area, where summer all-year use, with ice skating, In local circles, Mr. Scibert's stores and even the public lib- rary closed in the early after- now being engineered under visitors can go on pack trips swimming, tennis, golf and energetic activity in launching noon. Concerts and various Loveland think this January's from the hotel. horseback riding, as well as the Vail enterprise seems en- tirely in keeping with his rec- meetings were canceled for storm proved its necessity. Protected by Peaks skilng. The gondola lift will Tuesday. Loveland Pass over We waited in a long line become a scenic skyway in the ord. When serving with the the Continental Divide was while a Diesel trailer was pulled Usually R summit with such summertime. Tenth Mountain Division in clogged with immoblilized traf- out of a snowbank on the west- a superb view as one finds at Plans for Vall have been un- Italy during World War If, he fice for thirty-six hours. Ex- ern side of the pass. On the Vall is well above timberline, der way quietly since 1957. Late was wounded and presently dis- charged from the Army as 100 treme cold was predicted. return trip, we counted five in windy, stormy, cloud-pro- last December, Peter Seibert, cars and three trucks abau- ducing territory. But Vail's an experienced Colorado ski- per cent disabled. To inspired doned on or near the road over summit Is only 11,250 feet, and Cold Reality Needed area operator and a veteran of medical attention, plus Mr. Sei- is protected by the higher the pass. the Army's Tenth Mountain bert's own determination, is at- Bul Vail's glowing promo- peaks. Division in Italy in World War tributed the fact that he was tional brochures and movies Buses Serve Vail The cabin at the top was II, announced details of the able, In eighteen months, to be- needed cold reality as àn anti- We could have taken one of nearly burled; my thermometer project as president-and one of lie the prediction that he would dote. Besides, any place that the regularly scheduled Trail- never got above 12 below zero. the general partners of the never walk again. In fact, by looked alluring when the tem- ways buses right to Vall. There Yet the cloudless blue sky Ict Vail Corporation. Capital of the end of that year and a half, perature was 50 degrees below are three In each direction every the sun blaze SO strongly that $1,800,000, with more funds Mr. Seibert was not only walk- its normal figure would be day, running between Denver I often noticed that my check available for further develop- ing bill had won the Roch Cup worth seeing. There are no offi- and the West Coast, over Love- turned toward the sun fell ment, had been raised. Partner- for skiing at Aspen and. a cial records for Vail, but most land Pass. All Rio Grande warm. ship shares of a total of $1,- place on the American team of of the skiling will be at ap- trains through the Moffat Tun- It was such fun to explore 000,000 had been sold by the the F. I. S. (Fédération Inter- proximately the level of the nel stop thirty-eight milles from the summit on snowshoes that Caulkins Securities Corporation. nationale de Ski). nearest big town, Leadville. Vail, at Bond. Trains through I hated to stow them and climb When Colorado's Loveland There the January average daily Promoters Listed the Royal Gorge from Colorado back into the car. The open Basin ski area was constructed, high is 30.5 degrees. Springs stop at Minturn, seven areas on all sides of the sum- Among the original promot- Mr. Scibert was manager and A few hours before we left miles away. Both train trips mit are huge- four Alpine ers and investors, all Colorad- director of the company that Denver, the temperature there should be on every tourist's list. bowls for skiers. Two of them ans, are Mr. Selbert, George P. installed the lows. With him at was 24 below zcro. Going up They are the best way to see can be served by the chairlift Caulkins Jr., John F. Conway Vail as operations manager is Loveland Pass, we noticed the high mountains. down one ridge. Eventually, Jr., Earl Eaton, J. Robert Fowl- Mr. Eaton, who was construc- Seven Sisters, places which pro- The Eagle airport serves both there will be lifts in other di- cr, Vernon Taylor Jr. and John tion superintendent for the duce snowslides. Each was neat- Aspen and Vail, but is closer rections. B. Tweedy. Much of the capital Broadmonr ski installation, out- ly sheared by a machine that to Vall. When Vall starts opera- Our day ended as a skier's was raised through the interest side Denver, and also construe- chews out a path, leaving a tions, there will be chartered will, with ridges in a shadowy of the Texas oil man, John D. tion foreman and head of the vertical bank and shooting the buses from the Denver airport. valley framing the golden glow Murchison of Dallas, who also ski patrol at Aspen Highlands. snow off to the side. Highway Three of the Vail group, Mr. where the sun still rests-in has Denver interests. He is rep- One way to look at Vail is by maintenance on Loveland Pass Seibert, Mr. Eaton and Mr. this case, on the Gore Range. THE DEN Photocopy ER Library POST from George Bush Presidential FINAL EDITION The Voice of the Rocky Mountain Empire ol. 70 No. 148 Denver, Colo.-Climate Capital of the World- Thursday, December 28, 1961 10 Cents, 52 Pages GOOD NEWS TODAY Mammoth Ski Area Planned By CAL QUEAL Denver Post Staff Writer The nation larges ski area will be built on the west side Vail Pass, The Denver Post learned Construction on the estimated $1.8 million area one of the largest in the world, will begin soon and will be ready for use next winter Major facilities will include a 9,500 foot-long Bell gondola lift with 63 four-passenger cabins, two mile-long double chair- Bush Library Photocopy lifts and a 1,000-foot beginner lift. The approximately seven George Bush Handwriting Directors of the Vail Corp square miles of skiing terrain are George P Caulkins Jr. at the area will make it the president of Caulkins Oil Co. J. largest in the United States. Robert Fowler and John B. The developer is Vail Asso Tweedy Denver lawyers Fitz- ciates Ltd. of Denver, a linnted hugh Scott, Milwaukee archi partnership General partners tect; Gerald Hart, Denver real estate man, and Richard M. are The Vail Corp and Peter Hauserman, Cleveland indus W. Seibert a former Aspen ski trialist instructor and former manager The area will be located 14 of Loveland Basin, Seibert will miles west of the summit of Vail be general manager of the area. Pass, and south of U.S. 6 Two large bowls will comprise The Vail areawill offer more the major portion of the skiing than 3,000 vertical feet of terrain. Other facilities ex- skiing in a single descent In pected to be ready for opera- dividual runs will vary in tion by next winter include a length from three miles to 150 bed resort hotel and other one and one half miles. alpine structures to house shops It was indicated the area and service establishments. would be ready for opening in December 1962. THE D E NVER POST Friday, Dec. 20, 1961 Ohe Ski Boat 98899 Huge New Ski Areai in Works 49 By Cal Queal C OLORADO skiing took another giant jump forward Thursday with the news the state is getting still another ski area-this one the largest in the U.S. Details on the big project were first revealed in Thursday's Denver Post The Vail area, to be built on the west side of Vail Pass, sounds like a honey. It will have a large gondola lift, a pair of mile long chair lifts, a 3,000 foot descent, wide open bowls, an alpine village-the works: It's significant that the prime mover behind Vail is both a skier and a man who knows skiing. Pete Seibert, a well-known figure in Colo- rado skiing, is an expert's expert. A former FIS skier and a veteran of the famed Tenth Mountain Division he has been associated exclu- sively with skiing for a long time. With him calling the shots, we can expect Vail to be a good thing. Vail represents a personal triumph for Seibert, who has been putting the thing together since 1957. Before Photocopy from George Bush Presidential Library that Earl Eaton had first PETE SEIBERT sensed the area's potential. Listening to Seibert, we can't help but be enthusiastic about its future. "Vail will offer runs of four miles in length on vast, open and wind free slopes that lie entirely below timberline, Selbert said. The combination of alpine terrain and sub- alpine weather conditions will be unique in this country. Seibert and Eaton considered virtually every potential area in Colorado, northern New Mexico and Wyoming before making their decision: None compared to the huge snow bowls nestled against the mountains on the west side of Vail. The gondola lift is being built by Bell Engineering, Ltd. of Lucerne, Switzerland. It will whisk skiers in enclosed comfort from the base terminal almost two miles up the mountainside in 14 minutes. The upper terminal will have an alpine restaurant designed by Fritz Benedict of Aspen, another man who does things right. The terminal restaurant will be a fine show place for non-skiing skiers, or the jumping off place to more snow riches for the skiing skiers. They can go down or up again OR a mile long Riblet double chair. At the top of that, they can either start the long journey down OF take still another run down the south slopes, served by still another double chair dift. Sounds grand, doesn't it? Our congratulations to Pete Seibert and all the people connected with Vail. The only discordant note in the whole picture is that all this is still a year away. For us, at least, it's going to be a long wait. Vail Unveiled Few ski developments in nt years have been more thoroughly shrouded in mystery than the one long-rumored to be under way near Vail Pass, 107 miles west of Denver, Colo. This mysterious project, known to initiates simply as Vail, was rumored to be bigger than Kitz- buhel, more alpine than St. Anton more challenging than Chamonix. The truth is now out, and if sta- tistics can be depended upon, the truth is almost as good as the ru- mors. The management of Vail Associ- ates, Ltd., has just announced com- pletion of financing for the Alpine slopes of Colorado's new Vail resort, seen from arr Solid $1,800,000 ski complex to be known line denotes gondola, broken lines chairlifts Highway 6 in valley. officially as Vail. Scheduled for of the rugged Gore Range. opening in December of 1962, the The area's ski slopes will be di- project will provide U.S. skiers vided between the wooded north with the first new major western face of Vail Mountain, and three ski resort since Aspen and Squaw sparsely timbered alpine bowls fac- Valley got their start in the late ing northwest, southeast and south- 1940's. west. According to the developers, Heading the giant new enter- Vail's upper slopes will comprise prise is former FIS team star Pete the largest expanse of lift-served Seibert, known to many skiers as open-slope ski terrain anywhere in a top instructor at Aspen and first North America. manager of Loveland Basin Sei- With the lower gondola terminal bert pioneered Vail in 1957 with at 8,175 feet and the summit at its discoverer, ski lift expert Earl 11,250 feet, the area will provide Eaton. more than 3,000 vertical feet of ski- Scheduled for readiness next ing in one descent. Runs will vary winter are a 9,500 foot-long Bell in length from three miles on the gondola lift with 63 four-passenger north side to 1½ miles in the south cabins, two mile-long double chair- side bowls. lifts and a 1000-foot beginner's lift, A unique feature of the resort Photocopy from George Bush Presidential Library which together will service ap- will be its mountain restaurant- proximately seven square miles of gondola terminal, located in the ski terrain. northwest bowl. Designed by Ben- Also to be ready next winter is edict, the restaurant will provide an $800,000, 150-bed resort hotel, a balcony view of the Gore Range and the core of an alpine village and the ski slopes of the bowl it- including ski and photo shops, res- self. taurant, bierstube, apartments and With only one building season in private residences. which to complete their project, The modern skier's hotel is being Vail's ambitious developers have a designed by Fitzhugh Scott of Mil- tremendous task ahead of them if waukee, one of a three-man archi- they are to open December, 1962. tectural board planning the entire But Seibert is confident the job resort. Completing the board are can be done. Fritz Benedict, noted Aspen archi- "We ve spent three years plan- tect and Richard Hauserman ning and engineering this project," Cleveland industrialist. Seibert said. "Now that we are ful- Vail is located just off U.S. High- ly financed, we can finish the job way 6-Interstate 70, 14 miles west on schedule. This resort is going of Vail Pass summit. The alpine to be SO great we owe it to Amer- village will be situated in the heart ican skiers to be ready by next of scenic Vail Valley, in full view Christmas. SKIING NEWS MAGAZINE January 1962 MULTI-MILLION DO Photocopy from.George Bush Presidential Library ew Vail Pass Área to B&a Major Resort By WILLARD HASELBUSH Basin ski area and a west portal The restaurant-terminal, com- Denver Post Business Editor near the Vail Pass properties. mon in alpine Europe. will com- A year-round resort of multi- A nine-hole golf course is being mand a view of the Gore Range million dollar caliber will be designed for early construction. and the upper ski slopes. built around the nation's biggest Peter W. Seibert, 36, of En- The gondola and north side ski area, set for a Dec. 1, 1962, glowood. Colo., it veteran of chair lift, coupled with a south opening on the west side of the 10th Mountain Division side chair lift, will serve six Vail Pass and 107 miles west of and of the United States F.I.S. square miles of ski terrain. Denver, it was disclosed Satur- Ski Team. is president of the Said Seibert: "We believe in day. Vall Corp., which began plans Colorado's terrain, snow and Plans for the $1.8 million ski for the year-around resort facility-one of the largest in weather, and we are con- project three years, ago. The the world-were announced a management of Vail Associ- vinced that the growing Colo- week ago. ates is vested in its general rado ski industry can develop The Denver Post learned partners, Seibert, and the Vail resorts equal to the finest iir Saturday the full $5 million Corp the world. scope of the new business Seibert disclosed Saturday the As has been proved in both venture, and the names of key sale of a total of millionsin Europe and the United States, men among its partners. original and additional limitedia properly planned; solidly fi- These include John D. Mur partnersh interests in Vail As nanced resort of this kind can chison, Texas oil millionaire sociates Ltd be immensely beneficial to the whose family. built Denver' The issue, believed to be state economy First National Bank, the Den largest of its kind over sold David S., Nordwall, regional ver Club Building and the Har was placed by Caulkins Securi- forester in Denver, announced vest House in Boulder. ties Corp Denver Saturday that Vail Associates Other partners are William In addition, Vail Associates Ltd. will proceed with construc- and James Bf Kurtz, officials has obtained a commitment tion this month of Denver based Anderson Inde- from the First National Bank The lifts and ski terrain are pendent Lumber Co., which has of Denver for a loan of $500,000 within the White Rive ational 63/outlets in vestates and an including a participati of $350 Forest with headquar in nual sales of $11 million 000 by the Small Business Ad- Glenwood Springs Forest Super- REPRESENTATIVE HERE ministration to start construe visor Ed Mason will be in over- Also Gerald T. Hart, Denver tion of lodging and hotel facili all charge for the Serv- Realtor who represents the ties ice aided by Paul Hauk staff Murchison interests in Colorado Other pioneers in the project assistant and Ranger Karl and manages both Murchison- include George P. Caulkins Jr. Keller of Minturn built skyscrapers here, and Denver oil man, vice president, Cortland S. Dietler, vice presi- and Denver attorneys J. Robert dent of Western Crude Market- Fowler and John B. Tweedy, ers, Inc. now vice president and secre- Other partners include Rich- tary-treasurer. ard M. Hauserman, Cleveland Hart, Hauserman and Scott industrialist who heads the Sun are directors. Valley Ski Club, Fitzhugh Scott, Scheduled for readiness by Milwaukee architect, and Fred- Dec. 1 are a 9,500-foot four eric A. Benedict, Aspen archi- passenger gondola cableway, tect who has designed the Vajl being buitl by Bell Engineer- resort's Alpine-type upper ter- ing, Ltd., Lucerne, Switzer- minal and restaurant. land; two Riblet double-chair The developer is Vail Asso- lifts, each approximately a clates, Ltd., a Colorado lim- mile in. length, and a 1,000- foot beginners' lift. ited partnership, which owns The Bell gondola will be the 1,000 acres of former ranch first four-passenger, enclosed land on which it has mapped gondola lift installed by a U.S. plans for immediate develop- ski area. Its 63 CHTS will carry ment of a complex of hotels, passengers almost two miles in 14 minutes. lodges, shops and private dwellings to cost a minimum From the upper terminal of the gondola lift. skiers may ski of $5 million. to the valley or take a double- A spokesman for the group chair lift to the summit. estimated Saturday at least $3.5 million will be invested in the facility within two years. The group also controls 4.5 miles of prime trout fishing streams and holds a permit from the U.S. Department of Agri- culture and U.S. Forest Service to develop as a ski area and summer sightseeing attraction a section of the Colorado Rockies offering ski runs four miles in length and a verical drop of over 3,000 feet on vast. open slopes that lie below timberline. INTERSTATE ROUTE The new Vail resort will be on U.S. 6. now designated as the route for four-lane Interstate Highway 70. Plans for the In- terstate 70 project include a funnel under the Continental Di- vide near Loveland Pass with an east portal at the Loveland VAIL ASSOCIATES. LTD. GENERAL PARTNERS: SUITE 510-1700 BROADWAY THE VAIL CORPORATION DENVER 2. COLORADO PETER W. SEIBERT TABOR 5-2947 January 22, 1962 George H. W. Bush, Esq. 1701 Houston Club Building Houston, Texas Dear Mr. Bush: As the result of the concentrated efforts of Caulkins Securities Corporation, and the assistance of the Original Limited Partners, the escrow arrange- ment for the sale of the registered units of Vail Associates, Ltd. was completed on December 20, 1961. The necessary changes in our construction schedule and budgeting have been made and we now feel certain that the job which was originally planned for two summers can be completed, with the facilities in operation, by December 1, 1962. A report on the construction schedule and budget; hotel plans and financing; construction of additional Photocopy from George Bush Presidential Library apartments, shops and ski lodges; the lease and sale of available lots, and such other matters as the hiring of a ski school director, etc., will be discussed and, if possible, settled at the Directors' meeting which is scheduled to convene in Denver on Friday, January 26th. You may expect a more complete progress report by the 20th of February. In the interim period, however, you can look forward to receiving copies of the recent news items on the Vail Project, published by The Denver Post; Rocky Mountain News; New York Times; and in the January and February issues of SKIING Magazine. Best wishes for the New Year. PWS/jt November 30, 1961 Mr. George P. Caulkins, Jr. Caulkins Securities Corporation 1130 First National Bank Building Denver 2, Colorado Dear George: ~ From the attached you can see that I have become a large landholder in a Colorado ski resort. Happy holidays and best regards. Very truly yours, George H. W. Bush Photocopy from George Bush Presidential Library GHWB/vf Enc. Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 04. Letter From George Caulkins to George Bush 12/6/61 C RE: Financial information (1 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act - [44 U.S.C. 2204(a)] Freedom of Information Act [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRAJ F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRA] F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRA] agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIA] financial information [(a)(4) of the PRAJ F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial institutions [(b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA] Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 05. Letter From George Caulkins to distribution list 11/21/61 C RE: Financial information (2 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act [44 U.S.C. 2204(a)] Freedom of Information Act - [5 U.S.C. 552(b)] P-1 National Security Classified In formation ((n)(1) of the PRA] F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRA] F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate R Federal statute [(a)(3) of the PRA] agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIA] financial information [(a)(4) of the PRA] F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA) his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute A clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial Institutions [(b)(8) of the FOIAJ F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA] Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 06. Letter From George Bush to Vail Associates 11/30/61 C RE: Financial information (3 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act - [44 U.S.C. 2204(a)] Freedom of Information Act - [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRA] F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRA) F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRAJ agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute [(b)(3) of the FOIA] financial information [(a)(4) of the PRAJ F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute A clearly unwarranted Invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial Institutions [(b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA] Withdrawal/Redaction Sheet (George Bush Library) DOCUMENT NO. SUBJECT/TITLE DATE RESTRICTION CLASS. AND TYPE 07. Legal Legal agreement containing financial information n.d. C Agreement related to investment (26 pp.) COLLECTION George Bush Personal Papers Zapata Oil File Personal Alphabetical Files FILE LOCATION Vail Associates, Ltd. [1961-1964] [2 of 2] OA/ID Number Date Closed 10/20/99 RESTRICTION CODES Presidential Records Act - [44 U.S.C. 2204(n)] Freedom of Information Act - [5 U.S.C. 552(b)] P-1 National Security Classified Information [(a)(1) of the PRA] F-1 National security classified information [(b)(1) of the FOIA] P-2 Relating to the appointment to Federal office [(a)(2) of the PRA] F-2 Release would disclose internal personnel rules and practices of an P-3 Release would violate a Federal statute [(a)(3) of the PRA] agency [(b)(2) of the FOIA] P-4 Release would disclose trade secrets or confidential commercial or F-3 Release would violate a Federal statute ((b)(3) of the FOIA] financial information [(a)(4) of the PRA] F-4 Release would disclose trade secrets or confidential or financial P-5 Release would disclose confidential advise between the President and information [(b)(4) of the FOIA] his advisors, or between such advisors [a)(5) of the PRA] F-6 Release would constitute a clearly unwarranted invasion of personal P-6 Release would constitute a clearly unwarranted invasion of personal privacy [(b)(6) of the FOIA] privacy [(a)(6) of the PRA] F-7 Release would disclose information compiled for law enforcement purposes [(b)(7) of the FOIA] C. Closed in accordance with restrictions contained in donor's deed of gift. F-8 Release would disclose information concerning the regulation of financial institutions [(b)(8) of the FOIA] F-9 Release would disclose geological or geophysical information concerning wells [(b)(9) of the FOIA]