SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 15,
1996
ASCENT ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27192 52-1930707
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
One Tabor Center
1200 Seventeenth Street, Suite 2800
Denver, Colorado 80202
(Address of principal executive offices)
(303) 626-7000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On November 15, 1996, COMSAT Corporation ("COMSAT") consented to increase the
limitation on consolidated indebtedness which Ascent Entertainment Group, Inc.
("Ascent" or the "Company") may incur pursuant to the Corporate Agreement dated
December 18, 1995 (the "Corporate Agreement") between Ascent and COMSAT to $236
million; provided that: (i) no more than $50 million of such indebtedness may
constitute long term debt; and (ii) indebtedness in excess of Ascent's
indebtedness existing at December 31, 1996 may only be used to satisfy Ascent's
consolidated funding requirements through June 30, 1997, as approved by the
Ascent Board of Directors.
In the Corporate Agreement, Ascent agreed not to incur any indebtedness, other
than that under Ascent's previous $175 million revolving credit facility (and
refinancings thereof) and indebtedness incurred in the ordinary course of
business which together shall not exceed $175 million in the aggregate, without
COMSAT's consent. In September 1996, in connection with the combination of On
Command Video Corporation ("OCV") and the assets and certain liabilities of
SpectraVision, Inc. into On Command Corporation ("OCC"), and in consideration of
Ascent's other capital requirements, COMSAT consented to permit Ascent to incur
consolidated indebtedness (including indebtedness of OCC) of up to $216 million
under the Corporate Agreement, provided that: (i) no more than $50 million of
such indebtedness may be constitute long term debt.; and (ii) indebtedness in
excess of $175 million may only be incurred to satisfy funding requirements for
1996. At that time, COMSAT also consented to Ascent entering into a new credit
facility with aggregate available borrowings of up to $200 million, and OCC
entering into a $125 million credit facility, both as previously disclosed.
Also in connection with the SpectraVision transaction, Ascent and OCC entered
into a Corporate Agreement (the "OCC Corporate Agreement"), pursuant to which
OCC agreed, among other things, not to incur any indebtedness, other than under
OCC's credit facility (and refinancings thereof) and indebtedness incurred in
the ordinary course of business which together shall not exceed $100 million in
the aggregate, without Ascent's prior written consent.
As part of Ascent's 1997 operating and capital planning process, Ascent
management requested that COMSAT increase its debt limit beginning in January
1997, which resulted in the increase described above. Ascent management believes
that the $236 million aggregate limit and related restrictions on Ascent's
consolidated indebtedness will be adequate to fund its consolidated operations
through mid-1997. A number of factors could cause Ascent's funding requirements
to differ materially from those projected, including, but not limited to, the
operating performance of Ascent's subsidiaries, unanticipated costs associated
with the integration of SpectraVision's and OCV's businesses, the level of
ticket sales and other revenues by Ascent's professional sports franchises, the
timing of film productions and releases, and other market conditions. In early
1997, it will be necessary for Ascent to seek approval from COMSAT to increase
its debt limit to meet Ascent's consolidated operating and capital commitments
for the second half of 1997. However, there can be no assurance that COMSAT will
approve the increase in Ascent's debt limit requested by Ascent management, or
any increase. If Ascent were unable to obtain approval to increase its debt
limit, Ascent would be required to reduce or reschedule planned capital
investments, reduce cash outlays, reduce debt, sell assets or sell equity, and
it is highly unlikely that Ascent would approve an increase in OCC's debt limit.
If OCC's debt limit were not increased, OCC may be required to reduce or
reschedule planned capital investments, reduce cash outlays, reduce debt, sell
assets or sell equity.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Ascent Entertainment Group, Inc.
By:/s/ Arthur M. Aaron
Arthur M. Aaron
Vice President, Business and Legal Affairs
Date: November 27, 1996
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