SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 20, 1999
ASCENT ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27192 52-1930707
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1225 SEVENTEENTH STREET, SUITE 1800, DENVER, COLORADO 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 308-7000
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 29, 1999, Liberty Media Corporation ("Liberty") informed
Ascent Entertainment Group, Inc. ("Ascent") that Liberty was electing to
terminate the Agreement and Plan of Merger (the "Merger Agreement") among
Ascent, Liberty, AT&T Corp. and Ranger Acquisition Corp. pursuant to
Section 9.1(ii)(B) of the Merger Agreement. Under the Merger Agreement,
Liberty was to acquire Ascent in a stock for stock merger transaction
following the closing of the sale by Ascent of its sports related
businesses. As previously disclosed, based on certain changes in Ascent's
agreement with The Sturm Group to sell the sports related businesses,
Liberty had the right to terminate the Merger Agreement after November 1,
1999.
Also on November 29, Ascent set a deadline of 5:00 p.m. (MST) on
December 1, 1999, for The Sturm Group to reach an agreement with the City
of Denver on all outstanding issues related to the sale of Ascent's sports
related assets to The Sturm Group.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2.1* Agreement and Plan of Merger, dated as of October
20, 1999, by and among AT&T Corp., Ranger
Acquisition Corp., Liberty Media Corporation and
Ascent Entertainment Group, Inc.
99.1* Press Release of Liberty Media Corporation, dated
October 21, 1999.
99.2 Press Release of Ascent Entertainment Group, Inc.,
dated November 29, 1999.
____________
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Arthur M. Aaron
______________________________
Arthur M. Aaron
Vice President, Business and Legal
Affairs And Secretary
Dated: November 30, 1999
EXHIBIT INDEX
EXHIBIT
2.1* Agreement and Plan of Merger, dated as of October 20, 1999, by
and among AT&T Corp., Ranger Acquisition Corp., Liberty Media
Corporation and Ascent Entertainment Group, Inc.
99.1* Press Release of Liberty Media Corporation, dated October
21, 1999.
99.2 Press Release of Ascent Entertainment Group, Inc., dated November
29, 1999.
____________
* Previously filed.
Exhibit 99.2
November 29, 1999
FOR INFORMATION CONTACT:
Media:
Charles A. Russell
InterMountain/RKH, Inc.
303-534-5409
Analysts:
Jim Cronin
Ascent Entertainment Group
303-308-7010
ASCENT ENTERTAINMENT SETS DEADLINE FOR
THE STURM GROUP
LIBERTY MEDIA CORPORATION TERMINATES MERGER
AGREEMENT WITH ASCENT
Denver - Ascent Entertainment Group, Inc. (Nasdaq: GOAL) announced
today that it has set a deadline of 5:00 p.m.(MST), on December 1, 1999 for
The Sturm Group to reach agreement with the City of Denver on all
outstanding issues related to the sale of Ascent's sports related
businesses to The Sturm Group. Ascent advised The Sturm Group today that
it will terminate the sales agreement effective 5:00 p.m., December 1
unless it receives notification that an agreement has been reached between
The Sturm Group and the City.
In a related matter, Ascent was informed by Liberty Media Corporation
today that Liberty was terminating the Merger Agreement with Ascent. Under
the Merger Agreement, Liberty was to acquire Ascent in a stock for stock
merger transaction following the closing of the sale by Ascent of its
sports related businesses. As previously disclosed, based on certain
changes in Ascent's agreement with The Sturm Group, Liberty had the right
to terminate the Merger Agreement with Ascent after November 1.
Until this time, Ascent has not taken any action to exercise its right
to terminate or otherwise enforce its rights under the agreement with The
Sturm Group in the expectation that if The Sturm Group were negotiating in
good faith, the City of Denver and The Sturm Group could resolve their
differences. If The Sturm Group and the City of Denver are unable to reach
an agreement and Ascent terminates its agreement with The Sturm Group,
Ascent will consider all of its alternatives, including commencing
litigation against The Sturm Group and Donald L. Sturm, personally, as a
result of their actions in connection with the proposed transactions. If
The Sturm Group and the City of Denver reach agreement prior to the
deadline, and such agreement is approved by the Denver City Council, it is
anticipated that the sale of Ascent's sports related businesses would be
consummated in mid-December. There can be no assurances that The Sturm
Group and the City of Denver will come to an agreement, or that the City
Council will approve such agreement, or that the sale of Ascent's sports
related businesses pursuant to the agreement with The Sturm Group will be
completed.
Ascent Entertainment Group's principal business is providing pay-per-
view entertainment and information services through its 57 percent-owned
subsidiary, On Command Corporation. In addition, Ascent also provides
video distribution services to NBC and other private networks through its
Ascent Network Services division.
Some of the statements in this news release are forward-looking and
relate to anticipated future operating results. Forward-looking statements
are based on Ascent management's current expectations and assumptions,
which may be affected by subsequent developments and business conditions,
and necessarily involve risks and uncertainties. Therefore, there can be
no assurance that actual results will not differ materially from
anticipated results.
* * * * *