<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
ASCENT ENTERTAINMENT GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Filing fee: $0 - No filing fee required
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
ASCENT ENTERTAINMENT GROUP, INC.
1225 Seventeenth Street, Suite 1800
Denver, Colorado 80202
March 29, 1999
Dear Stockholder:
The Annual Meeting of Stockholders of Ascent Entertainment Group, Inc. will
be held at 9:30 a.m. on Monday, April 26, 1999, in the Colorado Ballroom at
the Marriott City Center Hotel, 1701 California Street, Denver, Colorado. The
matters on the meeting agenda are described on the following pages.
If you are a stockholder of record, we urge that you send in your proxy
promptly for the Annual Meeting whether or not you plan to attend. Giving your
proxy will not affect your right to vote in person if you attend. If you wish
to give a proxy to someone other than the persons named on the enclosed proxy
form, you may cross out their names and insert the name of some other person
who will be at the meeting. The signed proxy form then should be given to that
person for his or her use at the meeting. If your shares are held in the name
of a broker and you wish to attend the meeting, you should obtain a letter of
identification from your broker and bring it to the meeting. In order to vote
personally shares held in the name of your broker, you must obtain from the
broker a proxy issued to you.
Sincerely,
Charlie Lyons
Chairman of the Board, President
and Chief Executive Officer
YOUR PROXY IS IMPORTANT . . . PLEASE VOTE PROMPTLY
<PAGE>
ASCENT ENTERTAINMENT GROUP, INC.
1225 Seventeenth Street, Suite 1800
Denver, Colorado 80202
----------------
Notice of Annual Meeting of Stockholders
To the Stockholders of
ASCENT ENTERTAINMENT GROUP, INC.:
The 1999 Annual Meeting of Stockholders of Ascent Entertainment Group, Inc.
(the "Company") will be held in the Colorado Ballroom at the Marriott City
Center Hotel in Denver, Colorado, on Monday, April 26, 1999, at 9:30 a.m.,
Mountain Daylight Time, for the following purposes:
1.election of 2 Class III directors; and
2. action on such other matters as may properly come before the meeting or
any reconvened session thereof.
The Board of Directors has fixed the close of business on March 19, 1999, as
the record date for the determination of stockholders entitled to notice of
and to vote at the meeting and at any reconvened session thereof.
Your proxy is important. Even if you hold only a few shares, and whether or
not you expect to be present, you are urgently requested to date, sign and
mail the enclosed proxy in the postage-paid envelope that is provided. The
proxy may be revoked by you at any time, and the giving of your proxy will not
affect your right to vote in person if you attend the meeting.
This notice is given pursuant to direction of the Board of Directors.
Arthur M. Aaron
Vice President, Business and Legal
Affairs and Secretary
Denver, Colorado
March 29, 1999
<PAGE>
ASCENT ENTERTAINMENT GROUP, INC.
1225 Seventeenth Street, Suite 1800
Denver, Colorado 80202
Telephone: (303) 308-7000
----------------
PROXY STATEMENT
----------------
This Proxy Statement is provided by the Board of Directors of Ascent
Entertainment Group, Inc. (the "Company" or "Ascent") in connection with its
solicitation of proxies for the 1999 Annual Meeting of Stockholders. This
Proxy Statement is first being mailed on or about March 29, 1999.
Stockholders of record of the Company's Common Stock at the close of
business on March 19, 1999, are entitled to vote at the meeting in person or
by proxy. Each share is entitled to one vote. If a proxy in the accompanying
form is properly executed and returned, the shares represented by the proxy
will be voted as the stockholder specifies. A stockholder may revoke a proxy
at any time before it is exercised by submitting a written revocation,
submitting a later-dated proxy, or voting in person at the meeting.
Abstentions and broker non-votes will not be counted for purposes of
determining whether any given proposal has been approved by the stockholders.
Accordingly, abstentions and broker non-votes will not affect the votes on any
of the proposals, all of which require for approval the affirmative vote of a
majority of the shares represented and entitled to vote at the meeting.
OWNERSHIP OF COMMON STOCK
As of March 19, 1999, the record date, 29,755,600 shares of Common Stock
were outstanding. To the knowledge of the Company, based upon Schedules 13G or
13D filed with the Securities and Exchange Commission (the "SEC" or
"Commission"), the following persons were the only beneficial owners of more
than five percent of the Company's Common Stock as of December 31, 1998:
<TABLE>
<CAPTION>
% of # of
Shareholder Voting Shares Class
----------- ------ --------- ------
<S> <C> <C> <C>
Gabelli Funds, Inc.(1)............................... 9.9% 2,971,614 Common
One Corporate Center
Rye, New York 10580
Ascent Acquisition Group, Inc.(2).................... 9.4% 2,782,700 Common
280 Park Avenue
New York, NY 10017
Leon G. Cooperman(3)................................. 6.7% 1,998,700 Common
88 Pine Street
Wall Street Plaza, 31st Floor
New York, NY 10005
Capital Research and Management Company(4)........... 6.5% 1,090,390 Common
333 South Hope Street
Los Angeles, CA 90071
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
% of # of
Shareholder Voting Shares Class
----------- ------ --------- ------
<S> <C> <C> <C>
Matador Capital Management Corporation(5)........... 5.9% 1,742,550 Common
200 1st Avenue North, Suite 203
St. Petersberg, FL 33701
Harris Associates, L.P.(6).......................... 5.18% 1,540,000 Common
Two North LaSalle Street, Suite 500
Chicago, IL 60602-3790
</TABLE>
- --------
(1) Based on information contained in Amendment No. 2 to Schedule 13D filed
with the Commission on February 13, 1998. The aggregate number and
percentage of Common Stock which Gabelli Funds, Inc. and its subsidiaries
beneficially owns is 2,971,614 shares (9.99%) of Common Stock, as follows:
(a) Gabelli Funds, Inc., as agent, 1,077,886 shares (3.63%) of Common
Stock (sole voting power: 1,077,866 shares; sole dispositive power:
1,077,866 shares; and shared voting or dispositive power: none); (b) GAMCO
Investors, Inc., as agent, 1,883,684 shares (6.33%) of Common Stock (sole
voting power: 1,858,808 shares; sole dispositive power: 1,883,684 shares;
and shared voting and dispositive power: none); (c) Gemini Capital
Management Limited, 10,000 shares (0.03%) of Common Stock (sole voting
power: 10,000 shares; sole dispositive power: 10,000 shares; and shared
voting and dispositive power: none); and (d) Gabelli & Company, Inc. 44
shares (0.00%) of Common Stock (sole voting power: 44 shares; sole
dispositive power: 44 shares; and shared voting and dispositive power:
none).
(2) Based on information contained in Schedule 13D/A jointly filed with the
Commission on January 14, 1999 by Triarc Companies Inc. ("Triarc"), CP
International Management Services Ltd. ("CP"), Consolidated Press
International Holdings Limited ("CPI") and Ascent Acquisition Group, LLC
("AAG"). According to the filing, each of Triarc, CPI and CP intended to
contribute their 1,391,350 shares to AAG.
(3) Based on information contained in Schedule 13G filed with the Commission
on January 28, 1999. Mr. Cooperman is the Managing Member of Omega
Associates, L.L.C. ("Associates"). Associates is the general partner of
Omega Capital Partners, L.P. ("Capital LP"), Omega Institutional Partners,
L.P. ("Institutional LP"), and Omega Capital Investors, L.P. ("Investors
LP"). Mr. Cooperman is also the President and majority stockholder of
Omega Advisors, Inc. ("Advisors"), and Advisors serves as the investment
manager to Omega Overseas Partners, Ltd. ("Overseas"). Advisors also
serves as a discretionary investment advisor to a limited number of
institutional clients (the "Managed Accounts"). Capital LP owns 545,318
shares, Institutional LP owns 43,976 shares, Investors LP owns 60,460
shares, Overseas owns 918,559 shares and Managed Accounts owns 430,387
shares. Mr. Cooperman has the sole power as to all of these shares other
than those owned by Managed Accounts, as to which Mr. Cooperman possesses
shared power.
(4) Based on information contained in Schedule 13G filed with the Commission
on February 8, 1999, Capital Research and Management Company is the
beneficial owner of 1,930,000 shares (6.5%) of Common Stock (sole voting
power: none; sole dispositive power: 1,930,000 shares; and shared voting
or dispositive power: none) as a result of acting as investment adviser to
various investment companies, including SMALLCAP World Fund, Inc.
(5) Based on information contained in Schedule 13G filed with the Commission
on February 4, 1999. Matador Capital Management Corporation ("MCMC") is a
registered investment advisor whose clients have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from
the sale of, 1,742,550 shares of Common Stock. Jeffrey A. Berg is the
controlling shareholder of MCMC.
(6) Based on information contained in Schedule 13G/A filed with the Commission
on January 18, 1999. Harris Associates L.P. and Harris Associates
Investment Trust share voting power and dispositive power over 1,540,000
shares of Common Stock.
2
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
Board of Directors
The Company's Board of Directors consists of six directors divided into
three classes, of which one class is elected annually by the stockholders for
terms of three years or until their successors have been elected and
qualified. In accordance with the Delaware General Corporation Law, directors
are removable by a majority vote of the Company's stockholders only for cause.
The Board met four times in 1998, the Compensation Committee of the Board met
two times in 1998 and the Audit Committee of the Board met two times in 1998.
Each director attended seventy-five percent or more of the meetings of the
Board held while each was a director during 1998 and of the meetings of
Committees of which he was a member during 1998.
Voting for Directors
At the meeting, two Class III directors will be elected to serve until the
2002 Annual Meeting of Stockholders and, in each case, until their successors
are elected and qualified. Each stockholder may vote the number of shares held
by such stockholder for each of the two nominees. The Board of Directors has
authorized the management to solicit proxies in favor of the election of the
two nominees. Each of the nominees currently serves in the class to which he
is nominated. Biographical information for each of the nominees and the other
directors is set forth below.
Shares represented by proxies in the accompanying form will be voted for the
stated nominees unless the proxy is otherwise marked. If any of these nominees
becomes unavailable for election, which is not currently anticipated, shares
represented by proxies in the accompanying form will be voted for a substitute
nominee designated by the Board of Directors.
NOMINEES FOR ELECTION AS CLASS III DIRECTORS
Term Continues until the 2002 Annual Meeting
PAUL GOULD, 53, has been Managing Director and Executive Vice President of
Allen & Company, Incorporated, an investment banking firm, for over 10 years.
Mr. Gould has been with Allen & Company for over 20 years and is a director of
Tele-Communications, Inc. and Tele-Communications International, Inc.
CHARLES M. LILLIS, 57, has been President and Chief Executive Officer of
MediaOne Group since June 1998. From April 1995 to May 1998, Mr. Lillis was
President and Chief Executive Officer of MediaOne Group while it was part of
US WEST, Inc. Prior thereto, he was President of US WEST Diversified Group
from 1991 to 1994 and was Executive Vice President and Chief Planning Officer
of US WEST, Inc. from 1987 to 1991. Mr. Lillis joined US WEST in 1985 as Vice
President of Strategic Marketing. Mr. Lillis is a member of the board of
directors of SUPERVALU, Inc.
THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR CLASS III DIRECTORS.
The following members of the Board of Directors are not being elected at
this meeting, but will continue to serve their terms.
3
<PAGE>
CLASS II DIRECTORS
Term Continues until the 2000 Annual Meeting
JAMES A. CRONIN, III, 44, has been Executive Vice President, Chief Operating
Officer, Chief Financial Officer and a director of the Company since June
1997. Prior thereto he was Executive Vice President, Finance and Chief
Operating Officer of the Company since June 1996. From July to October 1996
Mr. Cronin was Executive Vice President Finance, acting Chief Financial
Officer and acting Chief Operating Officer of OCC. Prior thereto, Mr. Cronin
served as a financial and management consultant from 1992 through June 1996.
Mr. Cronin is a director of On Command Corporation ("OCC" or "On Command") and
Landair Services, Inc.
CHARLES M. NEINAS, 67, has been President of Neinas Sports Services, Inc.
since July 1997. Prior thereto, Mr. Neinas was Executive Director of the
College Football Association from 1980 through June 1997 and was Commissioner
of the Big Eight Conference from 1971 to April 1980.
CLASS I DIRECTORS
Term Continues until the 2001 Annual Meeting
CHARLES LYONS, 44, has been Chairman of the Board of Ascent since June 1997,
and President, Chief Executive Officer and a director of Ascent since October
1995. Prior to that he was President and a director of Ascent's predecessors
since February 1992. Mr. Lyons is Chairman of the Board of On Command.
PETER BARTON, 45, has been President of Barton & Associates since April
1997. Prior thereto, Mr. Barton was President, Chief Executive Officer and a
director of Liberty Media Corporation from 1990 to April 1997. Mr. Barton is a
director of First Albany Corporation.
OTHER INFORMATION CONCERNING DIRECTORS
Committees
As of March 1999, the Board has two standing committees, described below.
The Audit Committee consists of Messrs. Barton, Lillis (Chairman), and
Neinas. The Audit Committee makes recommendations to the Board concerning the
selection of independent public accountants; reviews with the independent
accountants the scope of their audit; reviews the financial statements with
the independent accountants; reviews with the independent accountants and the
Company's management the Company's accounting and audit practices and
procedures, its internal controls and its compliance with laws and
regulations; and reviews the Company's policies regarding community and
governmental relations, conflicts of interest, business conduct, ethics and
other social, political and public matters, and the administration of such
policies. In addition, the Audit Committee considers and makes recommendations
to the Board with respect to the financial affairs of the Company, including
matters relating to capital structure and requirements, financial performance,
dividend policy, capital and expense budgets and significant capital
commitments, and such other matters as may be referred to it by the Board, the
Chairman of the Board or the Chief Executive Officer. The Audit Committee met
two times in 1998.
4
<PAGE>
The Compensation Committee consists of Messrs. Gould, Neinas (Chairman), and
Lillis. The Compensation Committee approves long-term compensation for senior
executives; considers and makes recommendations to the Board with respect to:
programs for human resources development and management organization and
succession; salary and bonus for senior executives; and compensation matters
and policies and employee benefit and incentive plans; and exercises authority
granted to it to administer such plans. In addition, the Compensation
Committee recommends to the Board qualified candidates for election as
directors and as Chairman of the Board, and considers, acts upon or makes
recommendations to the Board with respect to such other matters as may be
referred to it by the Board, the Chairman of the Board or the Chief Executive
Officer. The Compensation Committee will consider candidates for election as
directors recommended by stockholders, if the recommendations are submitted in
writing to the Secretary of the Company. The Compensation Committee met two
times during 1998.
Directors Compensation
The Company does not pay its current directors any cash compensation. In
June 1997, directors who were not employees of the Company or its subsidiaries
were granted stock appreciation rights ("SARs") with respect to 100,000 shares
of Ascent Common Stock pursuant to the 1997 Non-employee Directors Stock
Appreciation Rights Plan, which was approved by stockholders at the 1998
meeting. These SARs will vest 25% on the first anniversary of grant, and 25%
and 50%, respectively, on the second and third anniversaries.
Prior to May 1997, the Company granted Common Stock and options to its non-
employee directors pursuant to the 1995 Non-Employee Directors Stock Plan.
Pursuant to this plan, Mr. Neinas was granted options to purchase 12,000
shares of Ascent Common Stock at exercise prices ranging from $10.50 to
$17.625, and Mr. Lillis was granted options to purchase 4,000 shares of Ascent
Common Stock at an exercise price of $10.50. The 1995 Non-Employee Directors
Stock Plan was canceled on May 13, 1997.
Executive compensation is described beginning on page 9.
Compensation Committee Interlocks and Insider Participation
Mr. Paul Gould, a director of the Company, is a Managing Director and
Executive Vice President of Allen & Company Incorporated, an investment
banking firm that is performing and has performed financial advisory services
for the Company since 1995, including serving as the managing underwriter for
the Company's initial public offering in 1995 and advising the Company with
respect to the acquisition of SpectraVision in 1996.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
officers and persons who own more than 10% of the common stock of the Company
to file initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company with the SEC and
Nasdaq Stock Market and to furnish the Company with copies of all Section
16(a) reports they file. Based on its review of the copies of such reports
received by it, the Company believes that during 1998, its directors, officers
and ten percent beneficial owners complied with all applicable reporting
requirements.
5
<PAGE>
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock and the Common Stock of On Command, as
of March 29, 1999, by all directors and nominees, by each of the executive
officers named in the Summary Compensation Table on page 9, and by all
directors and executive officers as a group. Under the rules of the SEC,
beneficial ownership includes any shares over which an individual has sole or
shared voting power or investment power, and also any shares that the
individual has the right to acquire within 60 days through the exercise of any
stock option or other right.
<TABLE>
<CAPTION>
Ascent Shares OCC Shares*
Amount and Amount and
Nature of Nature of
Beneficial Beneficial
Name(1) Ownership(2) Ownership(3)
- ------- ------------- ------------
<S> <C> <C>
Arthur M. Aaron.................................... 1,519 0
Peter Barton....................................... 0 0
James A. Cronin, III............................... 0 0
Paul Gould......................................... 0 0
Brian A.C. Steel................................... 0 192,656
Charles M. Lillis.................................. 1,700 0
Charles Lyons(4)................................... 19,551 0
Charles M. Neinas.................................. 11,200 0
Timothy Romani..................................... 0 0
All directors and executive officers as a group (9
persons).......................................... 33,970 192,656
</TABLE>
- --------
* On Command is a subsidiary of the Company, based on the Company's
beneficial ownership of approximately 57% of the currently issued and
outstanding shares of On Command, including shares which may be purchased
upon the exercise of warrants.
(1) Unless otherwise indicated, each person has sole voting and investment
power over the shares listed, and no director or executive officer
beneficially owns more than 1.0% of the Common Stock of the Company or
OCC.
(2) Each number in this column has been rounded down to the nearest whole
share. Beneficial ownership of Ascent common stock includes 10,000 shares
that may be acquired by Mr. Neinas and 2,000 shares that may be acquired
by Mr. Lillis, each within 60 days after March 29, 1999, through the
exercise of stock options. SAR's are not reflected because they are not
exercisable for common stock.
(3) Each number in this column has been rounded down to the nearest whole
share. Beneficial ownership of OCC common stock includes 192,656 shares
that may be acquired by Mr. Steel within 60 days after March 29, 1999
through the exercise of stock options.
(4) Mr. Lyons' ownership of OCC common stock does not reflect ownership of the
shares owned by Ascent, even though Mr. Lyons holds the proxy to vote
those shares on behalf of Ascent.
6
<PAGE>
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for establishing and administering
the Company's executive compensation philosophy. Through June 1997, the
Compensation Committee was composed of four independent outside directors, two
of whom were also directors of COMSAT Corporation ("COMSAT"). In June 1997,
the COMSAT directors resigned from the Company's Board in connection with
COMSAT's distribution of its shares of Ascent, Mr. Gould was elected to the
Committee and Mr. Neinas became Chairman of the Committee. For a description
of Mr. Gould's relationship to the Company, see "Compensation Committee
Interlocks and Insider Participation" on page 5.
Set forth below is the Committee's report on the 1998 compensation of the
executive officers of the Company, including Mr. Lyons, the Chief Executive
Officer, and the other executive officers of the Company whose compensation is
discussed below under "Executive Compensation" (collectively, the "Named
Executive Officers"). This report shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Compensation Philosophy and Guiding Principles. The Company and its
subsidiaries have entered into employment agreements with Mr. Lyons and each
of the Named Executive Officers. The Compensation Committee has determined
that the executive compensation philosophy of the Company should be consistent
with such agreements and guided by the following principles:
Attract and retain talented management;
Closely align management's interests and actions with those of stockholders
through the establishment and/or enhancement of appropriate equity
incentive programs;
Appropriately reward employees for enhancing stockholder value through
improvement in financial performance;
Emphasize risk-based performance incentives as a key component of both
annual and long term compensation; and
Recognize the concept that, as and when opportunities become available to
the Company, executive officers individually, and as a group, should have a
significant ownership stake in the Company.
Annual Compensation. Each of the Named Executive Officers' annual
compensation for 1998 consists of salary and annual bonus opportunities based
on their respective employment agreements, as discussed above. In March 1998,
the Committee reviewed Mr. Lyons' base salary as required by his employment
agreement and, in light of both the failure to increase his base salary in
1997 and his achievements and contributions to the Company, the Committee
recommended that his base salary be increased to $625,000 for 1998. The Board
approved the Committee's recommendation. The Committee also recommended, and
the Board approved, base salary increases for Messrs. Cronin and Aaron. The
salaries for Mr. Romani and Mr. Steel for 1998 were as set forth in their
respective employment agreements.
The annual bonus opportunities for Mr. Lyons and the Named Executive
Officers for 1998 were based on target award percentages of base salary as set
forth in their respective employment agreements. For 1998, Mr. Lyons' target
annual bonus was 70% of his base salary, payment of which was based on the
achievement of two
7
<PAGE>
factors established by the Committee: (1) the achievement of a target level of
earnings before interest, depreciation and amortization (EBITDA) as compared
to planned performance with respect to EBITDA for the Company; and (2) Mr.
Lyons' individual performance, including as reflected in the Company's stock
price, as evaluated by the Committee and recommended to the Board of
Directors. The Company's EBITDA in 1998 exceeded its planned performance. As
for Mr. Lyons' individual performance, it was the Committee's recommendation
that Mr. Lyons' leadership in 1998 enabled Ascent to improve operating
performance and make advances on certain strategic initiatives, but that the
Company's stock price had not shown significant appreciation. On this basis,
the Committee recommended a bonus award for 1998 for Mr. Lyons equal to
$350,000, or 80% of the target bonus. The Board approved the Committee's
recommendation. Bonuses for Messrs. Cronin and Aaron were based on the same
financial measure as applied to Mr. Lyons' bonus, as well as Mr. Lyons'
evaluation of each of their achievement of their objectives for the year. The
Committee reviewed Mr. Lyons bonus evaluations and recommended bonuses for
Messrs. Cronin and Aaron equal to 100% of their target bonuses. The Board
approved the Committee's recommendation. Mr. Romani was awarded an annual
bonus after the conclusion of the June 30, 1998 fiscal year for Ascent Arena
Company based in part on the progress and cost control in the construction of
the Pepsi Center and based in part on Mr. Lyons evaluation of his achievement
of other objectives for the year. The Committee considered these factors and
recommended an annual bonus for Mr. Romani equal to 100% of his target bonus.
The Board approved the Committee's recommendation. In addition, during 1998
Mr. Romani earned $200,000 in contractual bonuses related to the
accomplishment of specific contractual benchmarks related to the development
and construction of the Pepsi Center.
The 1998 annual bonus for Mr. Steel was recommended by the Compensation
Committee of On Command Corporation (OCC), which includes Mr. Lyons and two
outside directors of OCC, and approved by the OCC Board of Directors. Mr.
Steel's contractual target bonus was based on the achievement of a target
level of EBITDA for OCC as compared to planned performance for OCC EBITDA, and
the individual performance of Mr. Steel in 1998. The EBITDA for OCC in 1998
met its planned performance. Based on OCC's 1998 EBITDA performance and Mr.
Steel's individual performance in 1998, the OCC Compensation Committee and
Board awarded Mr. Steel an annual bonus equal to 100% of his target bonus. In
addition, in light of Mr. Steel's valuable contributions in the recent
management transition and his accession to President of OCC, the OCC
Compensation Committee and Board increased Mr. Steel's bonus by $47,000, to a
total of $250,000.
Long Term Compensation. During 1998, neither Mr. Lyons nor any of the Named
Executive Officers were granted any additional equity incentives, although
each continues to hold a significant number of stock appreciation rights
related to the Company's common stock and, in the case of Mr. Steel, options
to purchase common stock of OCC. The Committee is currently considering
various alternatives for new equity incentives, which include alternatives
that would allow the Named Executive Officers (other than Mr. Steel) to
exchange cash compensation bonuses for equity based compensation.
Deductibility of Executive Compensation. Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the U.S. Treasury Regulations relating
thereto (collectively, "Section 162(m)") restricts publicly traded companies
from claiming or receiving a tax deduction on compensation paid to certain
executive officers in excess of $1 million, unless such compensation is
performance based. The Company's policy with respect to the deductibility
limit of Section 162(m) is generally to preserve the deductibility of
compensation paid when it is appropriate and in the best interests of the
Company and its stockholders, and the Compensation Committee will consider the
implications of Section 162(m) in its determinations. However, the Company
reserves the right to authorize the payment of nondeductible compensation if
it deems that is appropriate.
Compensation Committee
Paul Gould
Charles M. Lillis
Charles M. Neinas, Chairman
8
<PAGE>
EXECUTIVE COMPENSATION
The following table shows the compensation received by the Chief Executive
Officer and the other four most highly compensated executive officers of the
Company (the "Named Executive Officers") for the three fiscal years ended
December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------- ----------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Principal Bonus Compensa- Award(s) Option/SARs Compensa-
Position(1) Year Salary($) ($)(2) tion($)(3) ($)(4) (#)(5) tion($)(6)
- ------------------ ---- -------------------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles Lyons........... 1998 $ 623,557 $ 350,000 $ 64,831 0 0 $138,726
Chairman, President and 1997 500,000 350,000 19,530 0 297,500* 70,649
Chief Executive Officer 1996 500,000 75,000 62,399 0 0 236,450
James A. Cronin, III.... 1998 $ 498,846 $ 375,000 0 0 0 $ 16,069
Executive Vice 1997 400,000 350,000 0 0 297,500* 13,177
President, Chief 1996 230,769 50,000 0 0 297,500** 8,417
Financial Officer
and Chief Operating
Officer
Brian A.C. Steel........ 1998 $ 294,617 $ 250,000 0 0 0 $ 6,320
President and Chief 1997 290,000 203,000 172,467 0 0 483,894
Operating 1996 96,273 35,000 0 0 385,312+ 8,225
Officer, OCC
Arthur M. Aaron......... 1998 $ 196,009 $ 95,000 0 0 0 $ 8,403
Vice President, 1997 175,000 61,250 0 0 100,000* 8,992
Business and 1996 162,690 20,000 38,462 0 0 93,815
Legal Affairs and
Secretary
Timothy Romani.......... 1998 $ 202,615 $ 260,000 0 0 0 $ 28,769
President, Ascent Arena 1997 159,999 200,000 0 0 50,000 2,291
and Development 1996 155,625 0 0 0 0 1,666
Corporation
</TABLE>
- --------
(1) Mr. Cronin became an executive officer of Ascent in June 1996 and his
compensation for 1996 reflects amounts paid after his employment date. Mr.
Steel became Executive Vice President, Chief Operating Officer and Chief
Financial Officer of OCC in September of 1996 and became President and
Chief Operating Officer upon Mr. Kavner's resignation on December 31, 1998
(See "Employment and Severance Arrangements" on page 15).
(2) For 1998, Mr. Aaron's bonus includes his annual bonus of $70,000 and a
special bonus paid in recognition of his efforts on the arena financing.
For 1998, Mr. Romani's bonus includes his annual bonus compensation for
that year of $60,000 with the remainder of the bonus compensation related
to the achievement of certain benchmarks set out in Mr. Romani's
employment agreement in connection with the construction of the Pepsi
Center.
(3) Other Annual Compensation shown for 1996, 1997 and 1998 does not include
perquisites and other personal benefits because the aggregate amount of
such compensation does not exceed the lesser of (i) $50,000 or (ii) 10
percent of individual combined salary and bonus for the Named Executive
Officer in each year. Other Annual Compensation in 1998 for Mr. Lyons
includes membership fees and insurance premium related tax reimbursements
and in 1997 for Messrs. Lyons and Steel includes amounts reimbursed for
the payment of taxes associated with relocation expenses and for Mr. Lyons
in 1996 and for Mr. Aaron in 1996 consists of amounts reimbursed in each
case for the payment of taxes on moving expense reimbursements.
9
<PAGE>
(4) Restricted stock awards reported for Mr. Lyons include COMSAT restricted
stock awards ("RSAs"), COMSAT restricted stock units ("RSUs") and COMSAT
phantom stock units ("PSUs"). Dividends are paid on RSAs granted in 1995.
Dividend equivalents are paid on RSUs and PSUs. The number and value of
the aggregate restricted stock holdings of Mr. Lyons as of December 31,
1998, are as follows:
<TABLE>
<CAPTION>
Number of Value as of
RSA/RSU/PSU 12/31/98
----------- -----------
<S> <C> <C>
Mr. Lyons.......................................... 21,953 $756,610
</TABLE>
(5) Stock appreciation rights (SARs) that were issued in exchange for Ascent
employee stock options are marked with a (*) and, in Mr. Cronin's case,
the Ascent employee stock options which were canceled in connection with
such SAR exchange are marked with a (**). Options to purchase On Command
Common Stock are marked with a (+). Of Mr. Romani's 50,000 SARs, 10,000
were issued in exchange for Ascent options and the other 40,000 were
granted to Mr. Romani in 1997. (See "Employment and Severance
Arrangements" below).
(6) All Other Compensation for 1998 includes the following elements: (i)
unused credits under the Company's cafeteria plan that were paid in cash
to the Named Executive Officers; (ii) contributions on behalf of the Named
Executive Officers by the Company to the Company's 401(k) Plan, and in the
case of Mr. Steel, by OCC to its 401(k) Plan; and (iii) above-market
interest accrued for Mr. Lyons and Mr. Romani under Ascent's Deferred
Compensation Plan and for Mr. Steel and Mr. Lyons payment of life
insurance premiums.
<TABLE>
<CAPTION>
Above-
Unused 401(k) Plan Market
Credits Contribution Premium Total
------- ------------ -------- --------
<S> <C> <C> <C> <C>
Mr. Lyons........................... $20,885 $4,800 $113,041 $138,726
Mr. Aaron........................... 3,603 4,800 0 8,403
Mr. Cronin.......................... 16,069 0 0 16,069
Mr. Steel........................... 0 5,000 1,320 6,320
Mr. Romani.......................... 6,525 4,800 17,444 28,769
</TABLE>
Option/SAR Grants
There were no SARS or options granted to the Named Executive Officers in
1998.
10
<PAGE>
Option Exercises and Fiscal Year-End Values
The following table sets forth information on (1) options exercised by the
Named Executive Officers in 1998, and (2) the number and value of their
unexercised options or SARs as of December 31, 1998.
AGGREGATED OPTION EXERCISES IN 1998, AND 12/31/98 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/SARs
Shares Options/SARs at 12/31/98 at 12/31/98
Underlying ------------------------- -------------------------
Options Value Exercisable Unexercisable Exercisable Unexercisable
Name Exercised (#) Realized ($) (#) (#) ($) ($)
- ---- ------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ascent Options/SARs
Charles Lyons........... 0 0 148,750 148,750 0 0
Arthur M. Aaron......... 0 0 50,000 50,000 0 0
James A. Cronin, III.... 0 0 74,375 223,125 0 0
Brian A.C. Steel........ 0 0 0 0 0 0
Timothy Romani.......... 0 0 20,000 30,000 0 0
COMSAT Options
Charles Lyons........... 133,322 $2,741,098 0 0 0 0
Arthur M. Aaron......... 930 22,901 0 0 0 0
On Command Options
Brian A.C. Steel........ 0 0 192,656 192,656 0 0
</TABLE>
Employment and Severance Arrangements
In connection with the tax-free distribution by COMSAT Corporation of its
80% interest in the Company to the COMSAT shareholders (the "Distribution"),
on June 27, 1997 the Company amended and restated Messrs. Lyons and Cronin's
employment agreements; and entered into employment agreements with Mr. Aaron
and through its subsidiary Ascent Arena Company, LLC ("AAC"), Mr. Romani.
Under his amended and restated employment agreement: (i) Mr. Lyons' base
salary was initially set at $500,000 per year, subject to increases at the
discretion of the Ascent Board of Directors (for 1998 and 1999 his base salary
is $625,000); (ii) Mr. Lyons is eligible for an annual bonus based on
performance measures determined by Ascent's Compensation Committee with a
target bonus equal to 70% of his base salary; (iii) the term of the agreement
was extended to a five year term expiring June 27, 2002; (iv) Mr. Lyons will
continue as chairman of the Company for the term of the agreement; and (v) the
provisions regarding severance and change-of-control were revised to reflect
Ascent's status as a fully publicly traded company after the Distribution, as
described further below. Mr. Cronin's five year amended and restated
employment agreement is on substantially the same terms as Mr. Lyons', other
than (iv) above and except that Mr. Cronin's initial base salary was $400,000
(for 1998 and 1999 his base salary is $500,000) and his annual target bonus is
75% of his base salary. Mr. Lyons' and Mr. Cronin's agreements also each set
forth the terms of their respective grant of SARs with respect to 297,500
shares of Ascent's common stock on June 27, 1997.
Mr. Aaron's employment agreement is for a five year term expiring June 27,
2002. It provides for a base salary initially set at $175,000 (for 1998 and
1999 his base salary is $200,000) and, if certain performance goals
established by the Compensation Committee are met, a target bonus of 35% of
annual compensation.
11
<PAGE>
Mr. Romani's employment agreement expires on July 1, 2002. Pursuant to the
agreement, Mr. Romani's salary for 1998 was $200,000, increased to $210,000 on
July 1, 1998 and may be increased at the discretion of the President and Chief
Executive Officer of Ascent as approved by the compensation committee of the
Ascent Board of Directors. Mr. Romani is also eligible for an annual bonus
based on performance measures determined by Ascent's Compensation Committee
with a target bonus equal to 30% of Mr. Romani's base salary and certain
performance bonuses based upon the achievement of certain events related to
the development and construction of the Pepsi Center, as set forth in the
agreement. In connection with the employment agreement, Mr. Romani received
40,000 new SARs, and 10,000 existing options were converted to SARs.
The employment agreements for each of Messrs. Lyons, Cronin, Aaron and
Romani (each an "executive") contain provisions related to change-of-control
and severance. If an executive is terminated without "cause" (as defined in
the agreements) or upon certain events defined in the agreements which have
the effect of a constructive termination (including a "Change of Control
Event") then: (i) there shall be no forfeiture of any rights or interests
related to fringe benefits granted under the agreement, including, without
limitation, the SARs and any other stock-based incentives, all of which will
fully vest, to the extent not previously vested, immediately upon such
termination becoming effective and final; (ii) the executive shall receive
current base salary, fringe benefits and the annual bonus outlined in the
agreement for the longer of (a) the remainder of the employment period under
the agreement or (b) three years following the date of such termination, with
respect to Messrs. Lyons and Cronin, and one year following the date of such
termination with respect to Messrs. Aaron and Romani, with no obligation to
seek other employment and no offset to the amounts paid by the Company if
other employment is obtained; and (iii) all other benefits provided pursuant
to the agreement shall be received by the executive. Additionally, in the case
of Messrs. Lyons and Cronin, if Mr. Lyons' or Mr. Cronin's employment with the
Company is not renewed at the end of his respective term of employment, he
will be retained as a consultant to the Company for 18 months with full pay
and benefits.
For purposes of the employment agreements, a "Change of Control Event" shall
mean and include either the occurrence of any of the following with respect to
Ascent, or any of the following becoming highly likely to occur, in the
determination of the Board: (i) the acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that for purposes of this clause (i), the following acquisitions shall not
constitute a Change of Control: (1) any acquisition directly from or by the
Company, (2) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (3) any acquisition by any corporation pursuant to a transaction
which complies with clauses (1), (2) and (3) of clause (iii) below; or (ii)
individuals who, as of the date hereof, constitute the Board (the "Incumbent
Board") cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to June
27, 1997, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or (iii)
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (1) all or substantially all of the individuals and entities who
were the beneficial
12
<PAGE>
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (2) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (3) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or (iv) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company. In addition, Mr. Romani's
employment agreement defines a change of control to include the Company
selling more than 50% of AAC.
Additionally, each of the employment agreements referenced above provides
that the Company will indemnify and hold the executive harmless from and
against any liabilities, costs and expenses that the executive may incur as a
result of the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the "Excise Tax"), to the end that the executive shall be
placed in the same tax position with respect to all payments under such
executive's employment agreement and all other payments to the executive in
the nature of compensation as the executive would have been in if the Excise
Tax had never been enacted. Payments to this end ("Gross-Up Payments") will be
made to the executive at such time or times as necessary, but in no event
later than December 31 of the year in which the executive receives a payment
from the Company under the employment agreement or in the nature of
compensation. Any refunds from any taxing authority paid to the executive
(which shall include (i) a reduction in the executive's tax liability
attributable to a previous payment of a Gross-Up Payment or Excise Tax or (ii)
an offset of a refund against other taxes or liabilities due) shall be paid
over to the Company by the executive.
In September 1996, OCC and Brian A.C. Steel entered into an employment
agreement that expires on September 11, 2000. Pursuant to the agreement, Mr.
Steel's initial base salary was $290,000 per year, subject to increases at the
discretion of the Board of Directors of OCC. Under the agreement, Mr. Steel is
eligible for annual bonuses based on performance measures determined by the
OCC Compensation Committee with a target bonus equal to 70% of Mr. Steel's
base salary for achieving 100% of the target level for the performance
measures. In addition, Mr. Steel has been granted options to purchase 385,312
shares of OCC Common Stock, exercisable at the following per-share prices: (i)
80% of such options shall be exercisable at a per-share price equal to $15.33
and (ii) 20% of such options shall be exercisable at a per-share price equal
to $16.40. The options vest 25% on September 11, 1997, an additional 25% on
September 11, 1998 and the remaining 50% on September 11, 1999. The options
will expire at the earlier of (i) three months after the date upon which Mr.
Steel is terminated for "cause" (as defined in the employment agreement); (ii)
one year after Mr. Steel's employment agreement is terminated as a result of
death or (iii) on September 11, 2006.
In addition, the employment agreement for Mr. Steel provides that upon a
"Change of Control Event" (as defined in the agreement), Mr. Steel will be
entitled to elect to terminate his employment with OCC and, for the
13
<PAGE>
longer of (a) the remainder of the term of his employment agreement as if such
agreement had not been terminated and (b) one year following the date of such
termination (such period being the "Duration Period"), will receive: (i) his
then current base salary; (ii) an annual bonus equal to 70% of his then
current base salary for each year during the Duration Period; and (iii) all
other benefits provided pursuant to the employment agreement. A "Change of
Control Event" is defined in the employment agreement as an affirmative
determination, either jointly by Mr. Steel and the Board of Directors of OCC
or pursuant to an arbitration which Mr. Steel has the right to invoke, that
any "change of control" of OCC (defined as an event as result of which (i) a
single person or entity other than Ascent or its affiliates owns 50% or more
of the voting stock of OCC or (ii) a single person or entity other than COMSAT
or its affiliates owns directly or indirectly 50% or more of the voting stock
of Ascent) or prospective change of control would be reasonably likely to have
a materially detrimental effect on either the day-to-day circumstances of Mr.
Steel's employment, or the compensation payable to Mr. Steel under his
employment agreement.
On December 28, 1999, On Command and Mr. Steel entered into an amendment to
Mr. Steel's employment agreement. Pursuant to the amendment, Mr. Steel assumed
the title of President and Chief Operating Officer of OCC through September
11, 2000, while reporting directly to the Chief Executive Officer and Board of
Directors of OCC, and if there is no Chief Executive Officer, then to the
Chairman. In addition, under the terms of the amendment (i) Mr. Steel's base
salary was increased to $375,000 per year and (ii) if OCC failed to review
Mr. Steel's compensation prior to June 1, 1999 or revise such compensation
prior to August 1, 1999, then Mr. Steel would be entitled to terminate his
employment with OCC and receive (a) his then base salary for a year from such
termination, (b) a pro-rated annual bonus for the year in which employment was
terminated and (iii) a pro-rated portion of the options previously granted to
Mr. Steel under OCC's stock option plans that were scheduled to vest during
the year of such termination, which shall vest as of the date of such
termination.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Paul Gould, a director of the Company, is a Managing Director and Executive
Vice President of Allen & Company Incorporated, an investment banking firm
that is performing and has performed financial advisory services for the
Company since 1995, including serving as the managing underwriter for the
Company's initial public offering in 1995 and advising the Company with
respect to the acquisition of SpectraVision in 1996.
14
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Ascent Entertainment Group, Inc. Performance
The following graph and chart compare the cumulative total stockholder
return on the Company's common stock, including the reinvestment of dividends,
with the return on the Nasdaq Stock Market Index (US) and the Standard &
Poor's Entertainment Stock Index. On December 18, 1995, the Company's common
stock began publicly trading. The performance graph sets forth the return on
$100 invested in Ascent Entertainment Group, Inc. common stock and the two
stock indices from December 18, 1995 to December 31, 1998.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Dec 18, 1995 Dec 31, 1995 Dec 31, 1996 Dec 31, 1997 Dec 31, 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ascent Entertainment Group, Inc. 100 104 107 69 49
- --------------------------------------------------------------------------------------------------------------------
Nasdaq Stock Market Index (US) 100 105 129 158 223
- --------------------------------------------------------------------------------------------------------------------
S&P Entertainment Index 100 102 103 151 204
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Assumes $100 invested on December 18, 1995, in the common stock of Ascent
Entertainment Group, Inc., the Nasdaq Stock Market Index (US), and the S&P
Entertainment Index.
The stock price performance shown in this graph is not necessarily
indicative of future stock price performance.
Notes:
(a) Total return assumes the reinvestment of dividends.
15
<PAGE>
OTHER MATTERS
At March 29, 1999, the management of the Company knew of no other matters to
be presented for action at the meeting. If any other matter is properly
introduced, the persons named in the accompanying form of proxy will vote the
shares represented by the proxies according to their judgment.
The Company will bear all costs of the proxy solicitation. In addition to
the solicitation by mail, the Company's directors, officers and employees,
without additional compensation, may solicit proxies by telephone, personal
contact or other means. The Company also has retained D.F. King to assist in
the distribution of proxies, at a cost of $2,500. The Company will reimburse
brokers and other persons holding shares in their names, or in the names of
nominees, for their expenses in forwarding proxy materials to the beneficial
owners.
Stockholders wishing to submit proposals for consideration at the 2000
Annual Meeting should submit them in writing to the Secretary, Ascent
Entertainment Group, Inc., 1225 Seventeenth Street, Suite 1800, Denver,
Colorado 80202, to be received no later than December 31, 1998.
This proxy statement is provided by direction of the Board of Directors.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998 was mailed to stockholders concurrently with this Proxy
Statement.
Arthur M. Aaron
Vice President, Business and Legal
Affairs and Secretary
March 29, 1999
16
<PAGE>
Directors recommend a vote FOR Proposal 1.
1. Election of two Class III directors
FOR all nominees listed below [X]
WITHHOLD AUTHORITY to vote for all nominees listed below [X]
*EXCEPTIONS [X]
Nominees: Class III Directors: Paul Gould and Charles M. Lillis
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominees' name in
the space provided below.)
*Exceptions: ___________________________________________________________________
In their discretion the proxies are authorized to vote upon such other matters
as they may properly come before the meeting or any reconvened session thereof:
Change of Address AND
or Comments Mark Here [X]
Please sign exactly as name or name appears on this proxy. If stock is held
jointly, each holder should sign. If signing as attorney, trustee, executor,
administrator, custodian, guardian or corporate officer, please give full title.
Dated: ______________________________, 1999
_____________________________________
Signature
_____________________________________
Signature if held jointly
Votes must be indicated (x) in Black or Blue ink. [X]
Please mark, sign, date and return the proxy card promptly using the enclosed
postage paid envelope.
- --------------------------------------------------------------------------------
ASCENT ENTERTAINMENT GROUP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 26, 1999
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Charles Lyons and Charles Neinas, and
each or either of them (with power of substitution) proxies for the undersigned
to represent and to vote, as designated on the reverse side hereof, all shares
of Common Stock of Ascent Entertainment Group, Inc. which the undersigned would
be entitled to vote if personally present at the Annual Meeting of Stockholders
to be held on April 26, 1999, and at any reconvened session thereof, subject to
any directions indicated on the reverse side of this card. If no directions are
given this proxy will be voted FOR Proposal 1.
This proxy is continued on the reverse side. Please sign and return
promptly in the envelope provided. No postage is required if mailed in the
United States. If you attend the Meeting and vote in person, this proxy will not
be used.
(Continued and to be signed and dated on reverse side.)
ASCENT ENTERTAINMENT GROUP, INC.
P.O. BOX 11494
NEW YORK, N.Y. 10203-0494
