<PAGE>
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): October 14, 1999
----------------------
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.)
1225 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(Address of principal executive offices)
(303) 308-7000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
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Amendments to Sports Sale Agreement
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On October 14, 1999, Ascent Entertainment Group, Inc. (the "Company" or
"AEG") entered into an amendment (the "First Amendment") to the Purchase and
Sale Agreement dated as of July 27, 1999 (the "Sports Sale Agreement") among
AEG, Ascent Sports Holdings, Inc., Liberty Denver Arena LLC ("LDA"), and various
affiliates of Donald L. Sturm (the "Purchasers). As previously announced,
pursuant to the Sports Sale Agreement, the Company had agreed to sell its
sports-related businesses, including the NBA Denver Nuggets, the NHL Colorado
Avalanche and a new arena in downtown Denver known as the Pepsi Center, to the
Purchasers for aggregate consideration of $461 million in cash and indebtedness
to be retained by the purchased entities. A copy of the First Amendment is
attached hereto as Exhibit 10.1 and incorporated herein in its entirety.
As of October 29, 1999, the Company entered into an amendment (the "Second
Amendment") to the Sports Sale Agreement. The Second Amendment provides, among
other things, that: the Drop Dead Date (as defined in the Sports Sale
Agreement) has been extended from October 31, 1999 to November 10, 1999. This
summary of the Second Amendment is qualified by reference to the Second
Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated
herein in its entirety. On November 1, 1999, the Company issued a press release
announcing that it had entered into the Second Amendment, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
As a result of the Second Amendment, assuming the sale of the
Company's sports-related
<PAGE>
businesses, after payments to LDA for its interest in the Pepsi Center,
appropriate reserves for cash received to-date relating to the Nuggets and
Avalanche 1999-2000 playing seasons and to be retained by those entities, the
Company anticipates net cash proceeds pursuant to the Sports Sale Agreement of
approximately $255 million, after establishment of the escrow accounts required
by the Second Amendment and other closing adjustments. There can be no
assurances that the sale of the Company's sports related businesses pursuant to
the Sports Sale Agreement will be consummated prior to the amended Drop Dead
Date of November 10, 1999.
Effects of the Sports Sale Amendments on the Company's Pending Merger Agreement
- -------------------------------------------------------------------------------
As previously announced, on October 20, 1999, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") with AT&T Corp., Ranger
Acquisition Corp. and Liberty Media Corporation ("Liberty"). Pursuant to the
Merger Agreement, upon consummation of the merger contemplated thereby (the
"Merger"), each share of AEG common stock would be converted into .4626 shares
of Liberty Media Group Class A Common Stock. As a result of the Second Amendment
discussed above, the Company and Liberty have agreed that certain conditions to
the consummation of the Merger are incapable of being satisfied. Notwithstanding
the foregoing, the Company and Liberty have agreed to negotiate through November
30, 1999 toward an amendment to the Merger Agreement containing mutually
acceptable terms, during which period Liberty agrees not to terminate the Merger
Agreement unless the parties reach an impasse. After November 30, 1999, if the
parties have not amended the Merger Agreement then Liberty may elect to
terminate the Merger Agreement at any time through December 3, 1999 as a result
of the Second Amendment. If Liberty does not so terminate, then it shall have
been deemed to waive its right to terminate the Merger Agreement as a result of
the Second Amendment. This summary of the letter agreement between the Company
and Liberty is qualified by reference to such agreement, a copy of which is
attached hereto as Exhibit 10.3 and incorporated herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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10.1 First Amendment to Purchase and Sale Agreement made as of October
14, 1999 among the Company, Ascent Sports Holdings, Inc., LDA and
the Purchasers.
10.2 Second Amendment to Purchase and Sale Agreement made as of October
29, 1999 among the Company, Ascent Sports Holdings, Inc., LDA and
the Purchasers.
10.3 Letter Agreement dated October 31, 1999 between the Company and
Liberty.
99.1 Press release issued by the Company on November 1, 1999.
<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.
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By: /s/ Arthur M. Aaron
---------------------------------------
Arthur M. Aaron
Vice President, Business and Legal Affairs
Date: November 1, 1999
<PAGE>
EXHIBIT 10.1
Execution Copy
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is made as of October 29, 1999, among ASCENT ENTERTAINMENT GROUP,
INC., a Delaware corporation ("AEG"), ASCENT SPORTS HOLDINGS, INC., a Delaware
---
corporation ("HC" and, together with AEG, "Seller"), LIBERTY DENVER ARENA LLC, a
-- ------
Delaware limited liability company ("LDA"), STURM AVALANCHE, LLC, a Delaware
limited liability company (Sturm Avalanche"), STURM NUGGETS, LLC, a Delaware
---------------
limited liability company ("Sturm Nuggets"), STURM ARENA, LLC, a Delaware
-------------
limited liability company ("Sturm Arena"), and COLORADO SPORTS AND
-----------
ENTERTAINMENT, INC., a Delaware corporation ("Colorado Sports" and collectively
---------------
with Sturm Avalanche, Sturm Nuggets and Sturm Arena, "Purchasers"). All
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capitalized terms used herein but not otherwise defined herein have the meanings
given to such terms in the Agreement (as herein defined).
RECITALS
A. The parties hereto are the parties to that certain Purchase and
Sale Agreement, dated as of July 27, 1999, as amended by First Amendment to
Purchase and Sale Agreement, dated as of October 14, 1999 (the "Agreement").
---------
B. The parties to the Agreement desire to amend the Agreement as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing recitals, and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Elimination of Closing Period Payment and Establishment of
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Escrows. (A) Section 2.6 of the Agreement is hereby deleted in its
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entirety and replaced with the following:
2.6 Construction Claims Escrow; AEG Escrow. (a) Immediately after the
--------------------------------------
Closing, AEG shall establish an interest bearing escrow account (which
interest shall be for the benefit of AEG) in favor of Purchasers in an
initial amount equal to $1,500,000 (the "Construction Claims Escrow"),
------------------------------
which escrow account shall be subject to the terms and conditions of an
escrow agreement in a form reasonably acceptable to Purchasers (the
"Construction Claims Escrow Agreement"). The Construction Claims Escrow
-------------------------------------
Agreement shall provide that (i) the Construction Claims Escrow shall be a
source of payment for aggregate costs for the initial financing and the
development and completion of construction of the Pepsi Center in
accordance with the final as-built plans and specifications currently being
prepared by the Architect and agreements existing as of the date hereof
<PAGE>
(including the costs and expenses (including reasonable attorneys' fees) in
connection with any dispute relating to such costs) in excess of
$191,083,765, which consists of the amounts set forth in detail on Exhibit
-------
A attached hereto (any amounts in excess of such amount expended for
-
substantially similar purposes as set forth on Exhibit A are referred to
herein as "Overrun Amounts") and (ii) that Seller and Purchasers shall
cooperate in the settlement of any such Overrun Amounts. Purchasers and
Seller agree that their cooperation provided for in clause (ii) of the
preceding sentence will be facilitated by the retention of the current
senior executives of Ascent Arena Company for the purpose of settling any
Overrun Amounts. Purchasers and Seller agree that all amounts paid to
Timothy D. Romani if he elects to terminate his employment agreement as a
result of the transactions contemplated by the Agreement (whether in
settlement of such agreements or otherwise) (but not to exceed the amount
due under such agreement) shall be deemed to be Overrun Amounts (such
payments collectively referred to as "Executive Payments"). If there are
Overrun Amounts which AEG and Purchasers have agreed must be paid and are,
in the aggregate, less than $3,000,000, then Purchasers shall deposit into
the Construction Claims Escrow an amount equal to one-half of such Overrun
Amount(s) and the escrow agent shall be instructed by Purchasers and AEG
(or representatives thereof) to pay from the Construction Claims Escrow the
Overrun Amount to the payee thereof. If there are additional Overrun
Amounts which AEG and Purchasers have agreed must be paid, then AEG and
Purchasers shall each deposit into the Construction Claims Escrow an amount
equal to one-half of such Overrun Amount(s) and the escrow agent shall be
instructed by Purchasers and AEG (or representatives thereof) to pay from
the Construction Claims Escrow the Overrun Amount to the payee thereof.
Any amount remaining in the Construction Claims Escrow after the earlier of
(i) the final settlement of all claims related to the financing,
development and construction of the Pepsi Center and (ii) the second
anniversary of the Closing Date, shall be distributed to AEG; provided that
such escrow arrangement shall remain until the final settlement of claims
not resolved that were asserted prior to such second anniversary, except
that such escrow arrangement shall remain until any claims or disputes for
Executive Payments are resolved. Through the second anniversary of the
Closing, the Purchasers, on the one hand, and AEG, on the other hand, agree
to bear equally all Overrun Amounts in excess of the amount of the
Construction Claims Escrow or fund the Construction Claims Escrow. In the
event there is a dispute between Seller and Purchasers regarding the
settlement of any Overrun Amount, the parties agree to cooperate for a
reasonable period to resolve such dispute, including, if requested by
Seller, negotiation of such dispute between Donald L. Sturm and the most
senior executive officer of AEG. If as a result of such cooperation and
negotiation no agreement is reached, Purchasers' determination as to how
such claim should be resolved shall control.
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<PAGE>
(b) Immediately after the Closing, AEG shall establish and fund an
interest bearing escrow account in favor of Purchasers in an amount equal
to $5,000,000 (the "AEG Escrow"), which escrow account shall be subject to
-------------
the terms and conditions of an escrow agreement in a form reasonably
acceptable to AEG and Purchasers (the "AEG Escrow Agreement"). The AEG
--------------------
Escrow Agreement shall provide that any of the Purchasers may withdraw at
any time or from time to time from the AEG Escrow for the following
purposes: (a) payment of aggregate costs for the financing, development and
construction of the Pepsi Center in excess of $191,083,765; and (b) payment
of certain costs and/or recovery of certain revenue shortfalls suffered by
Purchasers in the operations of the Pepsi Center, Nuggets or Avalanche.
Seller agrees not to challenge the validity, appropriateness or timing of
any withdrawals by Purchasers from the AEG Escrow and hereby waive any
claim with respect thereto. Purchasers agree not to make any claims
pursuant to Sections 8.1 or 8.3 of this Agreement against any of the
Sellers or LDA until such time as the AEG Escrow has been reduced to zero,
after which the provisions of the Agreement shall govern any such further
claims.
(B) The last sentence of Section 2.5 of the Agreement is hereby
deleted. The words, "plus the Closing Period Payment, if any" are hereby
deleted from the first sentence of Section 2.5 of the Agreement. The
words, "and the portion of any Closing Period Payment apportioned to AEG
pursuant to Section 2.5" in Section 4.3(a)(iii) are hereby deleted. The
words, "and the portion of any Closing Period Payment apportioned to LDA
pursuant to Section 2.5" in Section 4.3(b)(i) are hereby deleted.
2. Amendment Regarding Closing. Section 4.1 is hereby amended (i) by
---------------------------
inserting the words "or receipt of reasonably acceptable assurances that
such conditions will be satisfied on or prior to such second Business Day"
immediately prior to the clause, "or at such other place or at such other
time or on such other date as the parties may mutually agree upon in
writing . . ."; and (ii) by adding the following sentence at the end of
Section 4.1: "Seller and Purchasers agree to use their reasonable best
efforts to ensure that reasonable assurances will have been received in a
timely manner for the Closing to occur at noon Denver time on November 3,
1999."
3. Amendments Regarding Certain Conditions. (a) Section 7.1(i) of
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the Agreement is hereby deleted in its entirety and replaced with the
following:
The City Consent shall have been obtained; provided that if the terms
of such consent include a requirement that Donald L. Sturm and/or any of
the Purchasers provide a guaranty to the City that such guaranty (and any
related terms and conditions) be in a form that is acceptable to Donald L.
Sturm and the Purchasers in their sole and absolute discretion; provided
further, that guaranties by Donald L. Sturm and Sturm Sports Holdings, LLC
in the form of Exhibit E to the Arena Agreement shall be deemed acceptable
---------
to Donald L. Sturm and the Purchasers.
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<PAGE>
(b) Section 7.1(l) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(l) Purchaser must have received (i) reissues to the existing
title insurance policies on the Arena Land (fee and leasehold)
substantially in the form of Proforma Policies reasonably acceptable
to Purchasers; provided that such policies shall be acceptable so long
as such fee and leasehold are insured and any encumbrances set forth
in such policies would not, in Purchasers' reasonable judgment, have a
material and adverse effect on the value or use of the Arena Land, and
(ii) a title insurance policy covering the Development Property
substantially in the form of a Proforma Policy reasonably acceptable
to Purchasers; provided that such policy shall be acceptable so long
as the Purchasers' interests in the Development Property are insured
and any encumbrances set forth in such policy would not, in
Purchasers' reasonable judgment, have a material and adverse effect on
the value, current use or proposed use of the Development Property.
(c) Section 7.2(f) of the Agreement is hereby amended by adding
Purchaser's acknowledgment and agreement that, in order to satisfy Seller's
condition contained therein, Donald L. Sturm and Sturm Sports Holdings, LLC
agree to enter into guaranties to the City in a form that is acceptable to
Donald L. Sturm and the Purchasers in their sole and absolute discretion;
provided further, that a guaranty in the form of Exhibit E to the Arena
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Agreement shall be deemed acceptable to Donald L. Sturm and the Purchasers.
(d) Section 7.2(k) of the Agreement is hereby deleted in its entirety and
replaced with the following:
The City Consent shall have been obtained; provided that if the terms
of such consent include a requirement that Donald L. Sturm and/or any
of the Purchasers provide a guaranty to the City that such guaranty
(and any related terms and conditions) be in a form that is acceptable
to Donald L. Sturm and the Purchasers in their sole and absolute
discretion; provided further, that guaranties by Donald L. Sturm and
Sturm Sports Holdings, LLC in the form of Exhibit E to the Arena
---------
Agreement shall be deemed acceptable to Donald L. Sturm and the
Purchasers.
4. Amendments to Indemnity Baskets. Section 8.1(b) of the Agreement
-------------------------------
is hereby amended by deleting the first two sentences of such Section
8.1(b) and replacing them with the following:
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<PAGE>
"Notwithstanding any other provisions of this Section 8.1 and except
as otherwise set forth herein, Seller shall not be required to make any
indemnification payment for Losses unless and until the aggregate amount of
all Losses arising under Section 8.1 exceed $500,000 with respect to
Avalanche LLC and $1,500,000 with respect to Nuggets LP, Ascent Sports, the
Development Property, Mountain Mobile and the Ascent Arena Entities, taken
as a whole (each, a "Basket"), at which point Seller shall indemnify the
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Purchaser Indemnitees for all Losses in excess of the Basket; provided,
--------
however, that (i) only individual claims in excess of $20,000 will be
-------
counted toward the Basket amounts, and (ii) Purchasers shall not be
entitled to indemnification hereunder for any claims under $20,000, whether
or not the Basket has been exceeded. Except as otherwise set forth herein,
the maximum aggregate liability of Seller to all Purchaser Indemnitees for
all Losses shall be limited to $13,500,000 with respect to the Avalanche,
and $31,500,000 with respect to Nuggets LP, the Development Property,
Mountain Mobile and the Ascent Arena Entities, in the latter case without
giving effect to any amounts paid from the Construction Claims Escrow."
5. Drop Dead Date. Section 9.2 of the Agreement is hereby amended
--------------
by replacing the reference to "October 31, 1999" therein with "November 10,
1999".
6. Deposits. Sellers agree that the $806,639 previously paid by AEG
--------
to CEAVCO as deposits on behalf of the Purchased Entities, that are (a)
repayable by CEAVCO to AEG under the relevant agreements and (b) included
in the intercompany payable from such entities to AEG shall be offset by
Purchasers at Closing; provided, however, that if CEAVCO fails to repay any
-------- -------
such amounts to AEG and instead credits such amounts to the benefit of the
Acquired Entities, the Purchasers shall be obligated to pay such amounts to
AEG. AEG also agrees that the deposit in the amount of $92,500 paid by AEG
to the Arena Company with respect to AEG's suite license with the Arena
Company that is being assigned to Purchasers shall not be refunded to AEG.
7. AEG Indemnification for Certain Prior Agreements. AEG agrees to
------------------------------------------------
indemnify and hold harmless the Purchaser Indemnitees from any and all
Losses, including, but not limited to, liabilities to the NHL or NBA,
arising out of (a) any agreements between AEG or any of its affiliates and
William and Nancy Laurie or any entities that they control, and (b) any
claims by Barry Fey in connection with the Arena Company's agreement with
Neil Diamond to perform at the Pepsi Center on December 31, 1999. The AEG
indemnification set forth in the previous sentence shall not be subject to
the first two sentences of Section 8.1(b) of the Agreement.
8. Vesting of Employees of the Acquired Entities. Sellers agree that
---------------------------------------------
all employees of the Acquired Entities immediately after the Closing who
participated in employee benefit plans of the Sellers immediately prior to
the Closing shall be fully
-5-
<PAGE>
vested in all such plans as of the Closing, including, without limitation,
the 1995 Ascent Entertainment Group Key Employee Stock Plan. AEG shall give
all such employees written notice of such vesting promptly after the
Closing, but in no event later than November 30, 1999.
9. Employee Benefits Matters. Seller hereby acknowledges and agrees
-------------------------
that the employee benefit plans established by Purchasers as previously
disclosed to Seller, including, without limitation, with respect to the
changes to the Acquired Entities' benefit plans that will occur on November
1, 1999 and the changes to the policies of certain Acquired Entities with
respect to provision of sporting event tickets, shall not constitute a
breach of the obligations of Purchasers contained in Section 10.6(b) of the
Agreement.
10. NHL Sphere of Influence Issue. Seller shall cooperate with
-----------------------------
Purchasers in connection with, and take all reasonable efforts to support
in favor of the Avalanche and Purchasers, the resolution of the Avalanche's
pending appeal to the Commissioner of the NHL regarding the Avalanche's
television rights sphere of influence, as recognized by the NHL.
Purchasers agree to be bound by the final decision of the Commissioner of
the NHL and waive any rights that Purchasers might otherwise be able to
claim under the Agreement with respect thereto, including, without
limitation, with respect to any diminution in the value of the Avalanche's
broadcast rights as a result thereof.
11. Interest on Post-Closing Funds. Purchasers acknowledge that
------------------------------
Seller has held certain of the Post-Closing Funds for the benefit of the
Acquired Entities in Seller's interest bearing accounts since June 30,
1999, the deemed date of Closing, as a result of which Seller agrees to pay
Purchasers at Closing interest on such Post-Closing Funds at a rate of 6%
per annum.
12. No Interest on Inter-Company Debt. Notwithstanding anything
---------------------------------
contained in the Agreement to the contrary, Purchasers shall not be
obligated to pay Seller interest on any debts or other obligations payable
to or receivable from or among the Purchased Entities.
13. Certain Tax Matters. AEG will cause a Section 754 election to
-------------------
be made pursuant to the Code in all final partnership tax returns for the
Purchased Entities. AEG agrees to recognize as taxable income in such
final tax returns 100% of the pre-paid season ticket revenues for the 1999-
2000 seasons; provided, however, that such recognition shall not be
required if the Seller would incur additional federal income tax liability
or potential penalties as a result thereof.
14. Seller Security for Claims. Seller will not be required to
--------------------------
provide any security for its performance under the Agreement; provided,
however, that in the event of (i) a sale or disposition by Seller of all or
substantially all of its assets, (ii)
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<PAGE>
the merger or other transaction pursuant to which the shareholders which
currently have voting control of Seller no longer have such control, or
(iii) a plan of dissolution or liquidation is approved by the Board or
stockholders of Seller, Seller will provide security for the benefit of
Purchaser (in the form of escrow, letter of credit, or other similar
arrangement) in an amount reasonably agreed by the parties that is
sufficient to cover all current and reasonably foreseeable claims, which
security will remain in place until there are no claims reasonably
foreseeable by Purchasers remaining against Seller under the terms and
conditions of the Agreement, including applicable survival periods;
provided, however, that Purchasers acknowledge that such amount, together
with all amounts that AEG has previously funded into the Construction Claim
Account, shall not exceed $3,500,000 unless such excess amounts are
reasonably required in respect of then existing claims or claims that
Purchaser then reasonably anticipates may be asserted. Notwithstanding the
foregoing, if (i) or (ii) above occurs Seller will not be required to
provide any security hereunder if a successor or other entity, the credit-
worthiness of which as reasonably determined by Purchasers is no worse than
the credit-worthiness of AEG immediately following the Closing, agrees to
assume or guaranty Seller's obligation under the Agreement pursuant to an
agreement reasonably acceptable to Purchaser.
15. Captions. The captions in this Amendment are included for
--------
convenience of reference only and shall be ignored in the construction or
interpretation hereof.
16. Severability. If any provision of this Amendment, or the
------------
application thereof to any Person, place or circumstance, shall be held by
a court of competent jurisdiction to be invalid, unenforceable or void, the
remainder of this Amendment and such provisions as applied to other
Persons, places or circumstances shall remain in full force and effect only
if, after excluding the portion deemed to be unenforceable, the remaining
terms shall provide for the consummation of the transactions contemplated
hereby in substantially the same manner as originally set forth at the
later of the date this Amendment was executed or last amended.
17. Governing Law. This Amendment shall be construed in accordance
-------------
with and governed by the internal laws (without reference to choice or
conflict of laws) of the State of Colorado.
18. Counterparts; Effectiveness. This Amendment may be signed in
---------------------------
any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. Except as expressly amended hereby, the terms and conditions of
the Agreement shall remain in full force and effect. The Agreement, as
amended by this Amendment, shall be binding upon the parties hereto and
their successors and permitted assigns. This Amendment shall be effective
as of the date first written above.
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<PAGE>
Except as expressly set forth herein, the terms and conditions of the
Agreement shall remain in full force and effect.
* * * * * * * * * *
-8-
<PAGE>
COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., ASCENT SPORTS HOLDINGS,
INC., LIBERTY DENVER ARENA LLC, STURM AVALANCHE,
LLC, STURM NUGGETS, LLC, STURM ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __ 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers or managers as of the
day and year first above written.
AEG:
---
ASCENT ENTERTAINMENT GROUP, INC.,
a Delaware corporation
By:__________________________________
Name:________________________________
Title:_________________________________
HC:
--
ASCENT SPORTS HOLDINGS, INC.,
a Delaware corporation
By:__________________________________
Name:________________________________
Title:_________________________________
-9-
<PAGE>
COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., ASCENT SPORTS HOLDINGS,
INC., LIBERTY DENVER ARENA LLC, STURM AVALANCHE,
LLC, STURM NUGGETS, LLC, STURM ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __ 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers or managers as of the
day and year first above written.
STURM AVALANCHE::
---------------
STURM AVALANCHE, LLC,
a Delaware limited liability company:
By: Sturm Sports Holdings, LLC
By:____________________________
Donald L. Sturm,
Managing Member
STURM NUGGETS::
-------------
STURM NUGGETS, LLC,
a Delaware limited liability company
By: Sturm Sports Holdings, LLC
By: ________________________
Donald L. Sturm,
Managing Member
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<PAGE>
COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., ASCENT SPORTS HOLDINGS,
INC., LIBERTY DENVER ARENA LLC, STURM AVALANCHE,
LLC, STURM NUGGETS, LLC, STURM ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __ 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers or managers as of the
day and year first above written.
STURM ARENA::
-----------
STURM ARENA, LLC.
a Delaware limited liability company
By: Sturm Sports Holdings, LLC
By: __________________________
Donald L. Sturm,
Managing Member
COLORADO SPORTS:
---------------
COLORADO SPORTS AND
ENTERTAINMENT, INC.,
a Delaware corporation
By:___________________________________
Donald L. Sturm,
President and Chief Executive Officer
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<PAGE>
COUNTERPART SIGNATURE PAGE TO SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., ASCENT SPORTS HOLDINGS,
INC., LIBERTY DENVER ARENA LLC, STURM AVALANCHE,
LLC, STURM NUGGETS, LLC, STURM ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __ 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers or managers as of the
day and year first above written.
LDA:
---
LIBERTY DENVER ARENA, LLC,
a Delaware limited liability company
By: LMC Denver Arena, Inc.,
a Delaware corporation, its sole member
By:_______________________________
Name:____________________________
Title: _____________________________
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<PAGE>
Exhibit A
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[This Exhibit would consist of column A on the attached status report.]
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<PAGE>
EXHIBIT 10.2
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
---------
made as of October __, 1999 (the "Effective Date"), among ASCENT ENTERTAINMENT
--------------
GROUP, INC., a Delaware corporation ("AEG"), ASCENT SPORTS HOLDINGS, INC., a
---
Delaware corporation ("HC" and, together with AEG, "Seller"), LIBERTY DENVER
-- ------
ARENA LLC, a Delaware limited liability company ("LDA"), STURM SPORTS, LLC, a
---
Delaware limited liability company ("Sturm Sports"), STURM AVALANCHE, LLC, a
------------
Delaware limited liability company ("Sturm Avalanche"), STURM NUGGETS, LLC, a
---------------
Delaware limited liability company ("Sturm Nuggets"), STURM ARENA, LLC, a
-------------
Delaware limited liability company ("Sturm Arena", and, together with Sturm
-----------
Sports, Sturm Avalanche and Sturm Nuggets, the "Original Purchasers") and
-------------------
COLORADO SPORTS AND ENTERTAINMENT, INC., a Delaware corporation ("COLORADO
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SPORTS" and, together with the Original Purchasers except for Sturm Sports, the
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"Purchasers"). The Seller, LDA, the Original Purchasers and Colorado Sports are
----------
referred to herein individually as a "Party" and collectively as the "Parties".
----- -------
All capitalized terms used herein but not otherwise defined herein shall have
the meanings given them in the Agreement (as herein defined).
RECITALS
A. The Seller, LDA and the Original Purchasers are parties to that certain
Purchase and Sale Agreement dated as of July 27, 1999 (the "Agreement").
---------
B. The Parties wish to amend the Agreement in accordance with Section
11.2(a) thereof.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and the
representations, warranties, covenants and agreements hereafter set forth, the
Parties agree as follows:
1. Assignment by Sturm Sports to Colorado Sports.
---------------------------------------------
(a) Pursuant to Section 11.3 of the Agreement, Sturm Sports hereby
assigns to Colorado Sports, and Colorado Sports hereby accepts from Sturm
Sports, all of Sturm Sports' rights, interests and obligations under the
Agreement and the other Parties hereto hereby approve of such assignment.
(b) All references in the Agreement to "Sturm Sports" are hereby
deleted and replaced with "Colorado Sports" and all references in the Agreement
to "Sturm Sports, LLC, a Delaware limited liability company" are hereby deleted
and replaced with "Colorado Sports and Entertainment, Inc., a Delaware
corporation,", in each case, unless amended otherwise herein.
<PAGE>
(c) All references to "Purchasers" in the Agreement shall be deemed to
be references to the Purchasers as herein defined.
2. Amendments to the Recitals.
--------------------------
(a) The first sentence in Recital E of the Agreement is hereby amended
by deleting and replacing "Sturm Arena" with "Colorado Sports."
(b) Recital G of the Agreement is hereby deleted and replaced in its
entirety with the following Recital:
"G. Prior to the Closing, LLC-I will transfer to HC (i) a .8% limited
partnership interest in Nuggets LP (the "LLC-I Nuggets LP Limited
------------------------
Partnership Interest"; and (ii) a 50% membership interest in Avalanche
--------------------
LLC (the "LLC-I Avalanche Membership Interest"). LLC-I will own, as of
------------------------------------
the Closing Date, a 1.0% general partnership interest in Nuggets LP
(the "LLC-I Nuggets LP General Partnership Interest")."
---------------------------------------------
(c) Recital K of the Agreement is hereby deleted and replaced in its
entirety with the following Recital:
"K. AEG desires to sell, on the terms and conditions set forth in
this Agreement, (i) to Sturm Nuggets, and Sturm Nuggets desires to
purchase from AEG, the portion of the AEG Nuggets LP Partnership
Interest that AEG does not transfer to HC prior to the Closing and
(ii) to Colorado Sports, and Colorado Sports desires to purchase from
AEG, the portion of the AEG Avalanche Membership Interest that AEG
does not transfer to HC prior to the Closing."
(d) Recital L of the Agreement is hereby amended by deleting and
replacing all references to "Sturm Avalanche" with "Colorado Sports".
(e) Recital M of the Agreement is hereby amended by adding the
following clause at the end of such Recital:
" and the LLC-I Nuggets LP Limited Partnership Interest that LLC-I
transfers to HC prior to the Closing."
(f) Recital N of the Agreement is hereby amended by adding the
following clause at the end of such Recital:
" and the LLC-I Avalanche Membership Interest that LLC-I transfers to
HC prior to the Closing."
3. Amendments to Article I.
------------------------
2
<PAGE>
(a) The following defined terms are hereby deleted from Article I of
the Agreement:
"LLC-I Nuggets LP Partnership Interest"
-------------------------------------
"Sturm Sports"
------------
(b) The following defined terms and corresponding definitions are
hereby added to Article I of the Agreement:
""Colorado Sports" has the meaning set forth in the introductory
---------------
paragraph of this Agreement."
""LLC-I Nuggets LP General Partnership Interest" has the meaning set
---------------------------------------------
forth in Recital G."
""LLC-I Nuggets LP Limited Partnership Interest" has the meaning set
---------------------------------------------
forth in Recital G."
4. Amendments to Article II.
-------------------------
(a) Section 2.2 of the Agreement is hereby amended by deleting and
replacing such Section in its entirety with the following:
"2.2 HC Ownership Interests. At Closing, subject to the terms and
----------------------
conditions of this Agreement, HC shall sell, transfer, convey and
deliver to (i) Colorado Sports, and Colorado Sports shall purchase
from HC, free and clear of all Liens, the LLC-I Membership Interest;
(ii) Sturm Avalanche, and Sturm Avalanche shall purchase from HC, free
and clear of all Liens, the portion of the AEG Avalanche Membership
Interests that AEG transfers to HC prior to Closing and the LLC-I
Avalanche Membership Interest that LLC-I transfers to HC prior to
Closing; and (iii) Sturm Nuggets, and Sturm Nuggets shall purchase
from HC, free and clear of all Liens, the portion of the AEG Nuggets
LP Partnership Interest that AEG transfers to HC prior to the Closing
and the LLC-I Nuggets LP Limited Partnership Interest that LLC-I
transfers to HC prior to Closing."
(b) Section 2.4 of the Agreement is hereby amended by deleting and
replacing each of the first two references to "Sturm Arena" with "Colorado
Sports."
5. Amendments to Article III. Section 3.2(a)(iv) of the Agreement is
--------------------------
hereby amended by adding the clause ". . .except for any amendments to the
Nuggets LP Amended and Restated Agreement of Limited Partnership contemplated by
this Agreement;"
3
<PAGE>
6. Amendments to Article IV.
-------------------------
(a) Section 4.1 of the Agreement is hereby amended by (i) deleting the
word "and" before clause "(e)" and inserting the following after clause "(e)"
and prior to the parenthetical: "and (f) the LLC-I Nuggets LP Limited
Partnership Interest"; (ii) adding subsection (f) to the list of subsections in
the immediately following parenthetical; and (iii) deleting and replacing the
reference to "LLC-I Nuggets LP Partnership Interest" with "LLC-I Nuggets LP
General Partnership Interest".
(b) Section 4.2(a) of the Agreement is hereby amended by deleting and
replacing "Sturm Arena" with "Colorado Sports".
(c) Section 4.2(d) of the Agreement is hereby amended by adding the
words "and Colorado Sports" after "Sturm Arena".
(d) Section 4.2(e) of the Agreement is hereby amended by adding the
words "and Colorado Sports" after "Sturm Arena".
(e) Section 4.5(a) of the Agreement is hereby amended by deleting and
replacing "Sturm Avalanche" with "Colorado Sports".
(f) Section 4.5(c) of the Agreement is hereby amended by adding the
following clause at the end of said section:
". . . and in the LLC-I Nuggets LP Limited Partnership Interest that
LLC-I transfers to HC prior to the Closing."
(g) Section 4.5(d) of the Agreement is hereby amended by adding the
following clause at the end of said section:
". . . and in the LLC-I Avalanche Membership Interest that LLC-I
transfers to HC prior to Closing."
7. Amendments to Article V.
------------------------
(a) Section 5.1(b) of the Agreement is hereby amended by adding
"Nuggets LP," before the words "LLC-I" in the first and second sentences
thereof.
(b) Section 5.2(f)(i) of the Agreement is hereby amended by deleting
and replacing the chart contained therein with the following:
"AEG 1%
HC 99%"
4
<PAGE>
(c) Section 5.2(f)(ii) of the Agreement is hereby amended by replacing
"LLC-I" with "HC" therein.
(d) Section 5.2(f)(iii) of the Agreement is hereby amended by
inserting ", HC" after the words "Ascent Sports".
(e) Section 5.2(f)(iv) of the Agreement is hereby amended by
inserting ", HC" after the words "Ascent Sports".
(f) Section 5.2(g)(i) of the Agreement is hereby amended by deleting
and replacing the chart contained therein with the following:
"AEG 1%
HC 98%
LLC-I 1%"
(g) Section 5.2(g)(iii) of the Agreement is hereby amended by
inserting ", HC" after the words "Ascent Sports".
(h) Section 5.2(g)(iv) of the Agreement is hereby amended by
inserting ", HC" after the words "Ascent Sports".
8. Amendments to Article VI. This first sentence of Section 6.1 of the
-------------------------
Agreement is hereby deleted and replaced with the following:
"Colorado Sports is a corporation and each of the other Purchasers is
a limited liability company duly formed, validly existing and in good
standing under the laws of the State of Delaware, and will be duly
registered in and authorized by the State of Colorado to transact
interstate business in the State of Colorado as of the Closing Date."
9. Amendments to Article X.
------------------------
(a) Section 10.5(d)(ii) of the Agreement is hereby amended by (i)
deleting the word "and" after subsection (D) contained therein; (ii) deleting
the period at the end of subsection (E) and replacing it with "; and"; and (iii)
inserting the following as a new subsection (F) thereof:
"(F) With respect to any additional Income Taxes of Seller (in excess
of Income Taxes otherwise incurred in connection with the transactions
contemplated by this Agreement) that are directly and solely
attributable to one or more of the following modifications to the
Agreement: (1) the substitution of Colorado Sports in this Agreement
in place of Sturm Sports, LLC; (2) the acquisition by Colorado Sports
of a 1% membership interest in Ascent Arena
5
<PAGE>
Company from AEG; (3) with regard to Nuggets LP, (a) the conversion of
an .8% general partnership interest into a limited partnership
interest, (b) the transfer by LLC-I to HC of the LLC-I Nuggets LP
Limited Partnership Interest, (c) Colorado Sports' acquisition of the
LLC-I Nuggets LP General Partnership Interest through its purchase of
the LLC-I Membership Interest from HC, and (d) HC's sale of the LLC-I
Nuggets LP Limited Partnership Interest; and (4) with regard to
Avalanche LLC, (a) LLC-I's transfer to HC of the LLC-I Avalanche
Membership Interest, and (b) HC's sale of the LLC-I Avalanche
Membership Interest."
(b) The indemnification provided by subsection (F) set forth above in
this paragraph 9 with respect to the transactions described in (F)(3)(d) and
(F)(4)(b) is limited to the extent of any additional Income Taxes incurred by
Seller as a result of the transactions described in (F)(3)(d) and (F)(4)(b), as
compared to the Income Taxes that would have been incurred pursuant to the
Agreement without giving effect to this Amendment.
10. Amendments to Article XI. Section 11.13 of the Agreement is hereby
-------------------------
amended by adding the following subsection:
"(e) Immediately following the merger described in Section 11.13(b),
LLC-I and AEG as the partners of Nuggets LP will amend the Amended and
Restated Agreement of Limited partnership of The Denver Nuggets
Limited Partnership dated as of October 20, 1989, to effect a
reconstitution of LLC-I's 1.8% general partnership interest into a 1%
general partnership interest and a .8% limited partnership interest in
Nuggets LP."
11. Release of Guarantees and Indemnification.
-----------------------------------------
(a) Following the Closing, Purchasers shall use all reasonable efforts
to obtain, or cause to be obtained, the release of AEG from its guarantees (i)
under that certain Guaranty, dated November 14, 1997, of Ascent Arena Company's
obligations under the Environmental Responsibility Agreement dated as of
November 14, 1997 (as the same may from time to time be modified, extended or
otherwise amended, the "Environmental Responsibility Agreement"), and (ii) under
that certain Guaranty Agreement, dated as of November 1, 1997, of Ascent Arena
Company's obligations under the Redevelopment Agreement dated as of November 1,
1997, by and between Ascent Arena Company and the Denver Urban Renewal Authority
(as the same may from time to time be modified, extended or otherwise amended,
the "Redevelopment Agreement"). For the avoidance of doubt, for purposes of the
foregoing, reasonable efforts shall not require the execution of substitute
guarantees in any form.
(b) From the Closing until such time as the releases contemplated by
Section 11(a) are obtained, Purchasers shall cause Ascent Arena Company to
indemnify and hold harmless the Seller Indemnitees for all Damages actually
suffered or incurred by Seller as a result of Ascent Arena Company's breach of
the Environmental Responsibility Agreement or the Redevelopment Agreement
ocurring after the Closing Date. The procedures for indemnification
6
<PAGE>
set forth in Section 8.5 of the Agreement shall apply to any claims by Seller
for indemnification under this Section 11(b).
12. Representations and Warranties.
------------------------------
(a) The Original Purchasers and Colorado Sports each represent,
warrant and covenant to Seller and LDA that, as of the date hereof, (i) each of
the Original Purchasers and Colorado Sports has all power and authority to enter
into this Amendment and to consummate the transactions contemplated hereby, (ii)
this Amendment constitutes a legal, valid and binding agreement of each of the
Original Purchasers and Colorado Sports, enforceable against each of them in
accordance with its terms, and (iii) the execution, delivery and performance by
the Original Purchasers and Colorado Sports of this Amendment does not and will
not (x) contravene or conflict with the certificate of incorporation or bylaws
of Colorado Sports or the limited liability company agreements of such other
entities, (y) contravene or conflict with or constitute a violation of any
Applicable Law binding upon or applicable to such entities, or (z) constitute a
default under any contract, agreement or other commitment to which any such
entity is a party or by which it is bound.
(b) Seller hereby represents, warrants and covenants to the Original
Purchasers and Colorado Sports that, as of the date hereof, (i) Seller has all
power and authority to enter into this Amendment and to consummate the
transactions contemplated hereby, (ii) the Amendment constitutes a legal, valid
and binding agreement of Seller, enforceable against Seller in accordance with
its terms, and (iii) the execution, delivery and performance by Seller of this
Amendment does not and will not (x) contravene or conflict with the certificate
of incorporation or bylaws of Seller, (y) contravene or conflict with or
constitute a violation of any Applicable Law binding upon or applicable to
Seller, or (z) constitute a default under any contract, agreement or other
commitment to which Seller is a party or by which it is bound.
13. Amendments to Schedules. Schedule 6.7 to the Agreement shall be
-----------------------
replaced in its entirety with new Schedule 6.7 attached as Exhibit I hereto.
14. Captions. The captions in this Amendment are included for convenience
--------
of reference and shall be ignored in the construction or interpretation hereof.
15. Severability. If any provision of this Amendment, or the application
------------
thereof to any Person, place or circumstance, shall be held by a court of
competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Amendment and such provisions as applied to other Persons, places and
circumstances shall remain in full force and effect only if, after excluding the
portion deemed to be unenforceable, the remaining terms shall provide for the
consummation of the transactions contemplated hereby in substantially the same
manner as originally set forth at the later of the date this Amendment was
executed or last amended.
7
<PAGE>
16. Governing Law. This Amendment shall be construed in accordance with
-------------
and governed by the internal laws (without reference to choice or conflict of
laws) of the State of Colorado.
17. Counterparts; Effectiveness. This Amendment may be signed in any
---------------------------
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. Except
as expressly amended hereby, the terms and conditions of the Agreement shall
remain in full force and effect. The Agreement, as amended by this Amendment,
shall be binding upon the Parties hereto and their successors and permitted
assigns. This Amendment shall be effective as of the date first written above.
* * * * *
8
<PAGE>
COUNTERPART SIGNATURE PAGE TO
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND STURM
SPORTS, LLC, STURM AVALANCHE, LLC, STURM NUGGETS, LLC, STURM
ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __, 1999
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
AEG:
---
ASCENT ENTERTAINMENT GROUP, INC.,
a Delaware corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
HC:
--
ASCENT SPORTS HOLDINGS, INC.,
a Delaware corporation
By:_____________________________________
Name:___________________________________
Title:__________________________________
9
<PAGE>
COUNTERPART SIGNATURE PAGE TO
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM SPORTS, LLC, STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
STURM SPORTS:
------------
STURM SPORTS, LLC,
a Delaware limited liability company:
By: Sturm Sports Holdings, LLC
By:_________________________________
Donald L. Sturm,
Managing Member
STURM AVALANCHE:
---------------
STURM AVALANCHE, LLC,
a Delaware limited liability company:
By: Sturm Sports Holdings, LLC
By:_________________________________
Donald L. Sturm,
Managing Member
COUNTERPART SIGNATURE PAGE TO
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM SPORTS, LLC, STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __, 1999
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
STURM NUGGETS:
-------------
STURM NUGGETS, LLC,
a Delaware limited liability company
By: Sturm Sports Holdings, LLC
By:_________________________________
Donald L. Sturm,
Managing Member
STURM ARENA:
-----------
STURM ARENA, LLC,
a Delaware limited liability company
By: Sturm Sports Holdings, LLC
By:_________________________________
Donald L. Sturm,
Managing Member
COLORADO SPORTS:
---------------
COLORADO SPORTS AND
ENTERTAINMENT, INC.,
a Delaware corporation
By:_____________________________________
Donald L. Sturm,
President and Chief Executive Officer
11
<PAGE>
COUNTERPART SIGNATURE PAGE TO
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM SPORTS, LLC, STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF OCTOBER __, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
LDA:
---
LIBERTY DENVER ARENA LLC,
a Delaware limited liability company
By: LMC Denver Arena, Inc.,
a Delaware corporation, its sole member
By:_________________________________
Name:______________________________
Title:_______________________________
12
<PAGE>
EXHIBIT I
---------
<PAGE>
EXHIBIT 10.3
LIBERTY MEDIA CORPORATION
9197 South Peoria Street
Englewood, Colorado 80111
October 31, 1999
Ascent Entertainment Group, Inc.
1225 Seventeenth Street
Suite 1800
Denver, Colorado 80202
Attention: James A. Cronin, III
Chief Operating Officer
Gentlemen:
Reference is made to that 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. (the "Merger Agreement").
Capitalized terms used and not defined herein have the meanings ascribed to such
terms in the Merger Agreement.
You have advised Liberty that on the date hereof, Ascent intends to enter
into a Second Amendment to the Entertainment Asset Sale Agreement in the form
attached to this letter as Exhibit A (the "Second Amendment"). In connection
therewith, each of Ascent and Liberty acknowledge and agree as follows:
1. The terms of the Second Amendment make the conditions to Parent's and
Merger Sub's obligations to consummate the Merger contained in Section 8.2(a)
(insofar as it relates to the representation contained in Section 4.23 being
true and correct as of the Closing Date) and Section 8.2(i) incapable of being
satisfied at or prior to the Closing Date. Notwithstanding Liberty's right to
terminate the Merger Agreement as a result of the foregoing pursuant to Section
9.1(ii)(B), Liberty agrees not to so terminate prior to 11:59 p.m. Mountain Time
on November 30, 1999 (the "Determination Time") while the parties negotiate an
amendment to the Merger Agreement containing mutually acceptable terms;
provided, however, that if Liberty determines at any time prior to the
- -------- -------
Determination Time that the parties have reached an impasse in such negotiations
and are unlikely to agree on a mutually acceptable amendment to the Merger
Agreement, Liberty may terminate the Merger Agreement prior to the Determination
Time.
<PAGE>
2. In the event Liberty has not terminated the Merger Agreement prior to
11:59 p.m. Mountain Time on December 3, 1999 as a result of the conditions set
forth in Section 8.2(a) (insofar as it relates to the representation contained
in Section 4.23 being true and correct as of the Closing Date) and Section
8.2(i) being incapable of being satisfied at or prior to the Closing Date,
Liberty shall be deemed to have waived such conditions insofar as they relate to
the execution and delivery of the Second Amendment by Ascent.
3. This letter may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
If the foregoing accurately reflects our agreement, please execute this
letter in space indicated.
Very truly yours,
LIBERTY MEDIA CORPORATION
By: /s/ Gary S. Howard
---------------------
Name: Gary S. Howard
Title: Executive Vice President and
Chief Operating Officer
Accepted and Agreed
as of October 31, 1999:
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Arthur M. Aaron
---------------------
Name: Arthur M. Aaron
Title: Vice President
<PAGE>
EXHIBIT 99.1
IMMEDIATE RELEASE
October 31,1999
FOR INFORMATION CONTACT:
Media:
Charles A. Russell
InterMountain /RKH (303) 534-5409
Analysts:
Jim Cronin
Ascent Entertainment Group (303) 308 -7010
ASCENT ENTERTAINMENT EXTENDS SALE OF SPORTS
BUSINESSES ON AMENDED TERMS
Ascent To Negotiate With Liberty Media Regarding Possible Amendment To
Merger Agreement
Denver - Ascent Entertainment Group, Inc. (Nasdaq:GOAL) announced today that the
sale of its sports-related businesses to The Sturm Group, Inc., a Denver based
private investment firm owned by Donald L. Sturm, has been extended to a date
no later than November 10, 1999. Mr. Sturm had won the right to purchase the
Ascent sports-related businesses, including the Colorado Avalanche, the Denver
Nuggets and the Pepsi Center arena, in an auction conducted in July.
Specifically, The Sturm Group bid $461 million to prevail against three other
bidders for the Ascent assets and signed a definitive agreement on July 27,
1999. In a related matter and as discussed further below, the Company's
previously announced merger agreement with Liberty Media Corporation has been
impacted as a result of the extension.
- Sale of Sports-related businesses: The extension was agreed to by Ascent
and The Sturm Group primarily to provide additional time for the parties
to resolve certain issues and for the City and County of Denver and the
Sturm
<PAGE>
Group to complete negotiations on a guaranty by Mr. Sturm to the City in
substitution of Ascent's guarantee to the City. In connection with the
extension, Ascent and The Sturm Group have agreed to establish certain
escrow accounts for potential construction contingencies on the Pepsi
Center project and other contingencies relating to the sports-related
businesses. In addition, Ascent has also agreed to waive interest of
approximately $4.0 million otherwise due from The Sturm Group in
connection with the closing of the sale.
The original agreement also provided that if the closing had not
occurred by the end of October, then either party could terminate the
agreement. The parties have agreed to extend the date by which the
closing must occur to November 10, 1999. However, there can be no
assurances that all closing conditions will be satisfied including that
The Sturm Group will be successful in completing its negotiations with
the City of Denver and, accordingly, that the sale of Ascent's sports-
related business will be completed before the November 10, 1999 deadline.
- Liberty Media Corporation Merger: As a result of the extension agreement
with The Sturm Group, Liberty Media and the Company have agreed that a
condition of the Merger Agreement with Liberty Media, previously
announced on October 21, 1999, would not be met. Although the Company and
Liberty Media have commenced negotiations to address the impact of the
extension and other modifications noted above, Liberty Media has agreed
as
<PAGE>
of today to provide Ascent with a 30 day period in which Liberty Media
and the Company will discuss an amendment to the Merger Agreement as
consideration for Liberty Media waiving the condition related to the sale
of Ascent's sports-related business. Accordingly, there can be no
assurances that the Company and Liberty will not amend the terms of the
existing Merger Agreement in a manner that may be adverse to Ascent, or
that Liberty will not terminate the Merger Agreement after the 30 day
period.
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.
* * * * * * *
For a menu of Ascent Entertainment Group's news release available by fax
24 hours ( no charge) or to retrieve a specific release, please call 1-800-758-
5804, ext. 152850, or access the address http://www.prnewswire on the internet.
---------------------
