ASCENT ENTERTAINMENT GROUP INC
8-K/A, 1999-12-01
CABLE & OTHER PAY TELEVISION SERVICES
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                     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.

                *          *           *           *           *




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