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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 10, 1999
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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)
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Item 5. Other Events
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Amendment to Sports Sale Agreement
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On November 10, 1999, Ascent Entertainment Group, Inc. (the "Company" or
"AEG") entered into an amendment (the "Third 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 Third Amendment is
attached hereto as Exhibit 10.1 and incorporated herein in its entirety. On
November 10, 1999, the Company issued a press release announcing that it had
entered into the Third Amendment, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
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10.1 Third Amendment to Purchase and Sale Agreement made as of
November 10, 1999 among the Company, Ascent Sports Holdings, Inc.,
LDA and the Purchasers.
99.1 Press release issued by the Company on November 10, 1999.
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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
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Arthur M. Aaron
Vice President, Business and Legal Affairs
Date: November 11, 1999
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Exhibit 10.1
THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Third
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Amendment") is made as of November 10, 1999, among ASCENT ENTERTAINMENT GROUP,
INC., a Delaware corporation ("AEG"), ASCENT SPORTS HOLDINGS, INC., a Delaware
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corporation ("HC" and, together with AEG, "Seller"), LIBERTY DENVER ARENA LLC, a
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Delaware limited liability company ("LDA"), STURM AVALANCHE, LLC, a Delaware
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limited liability company ("Sturm Avalanche"), STURM NUGGETS, LLC, a Delaware
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limited liability company ("Sturm Nuggets"), STURM ARENA, LLC, a Delaware
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limited liability company ("Sturm Arena") and COLORADO SPORTS AND ENTERTAINMENT,
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INC. (a Delaware corporation ("Colorado Sports" and, together with Sturm Sports,
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Sturm Avalanche and Sturm Nuggets, the "Purchasers"). All capitalized terms
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used herein but not otherwise defined herein shall have the meanings given them
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 the First Amendment and the
Second Amendment, the "Agreement") as amended by the First Amendment to Purchase
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and Sale Agreement, dated as of October 14, 1999 (the "First Amendment") and as
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further amended by the Second Amendment to Purchase and Sale Agreement, dated as
of October 29, 1999 (the "Second Amendment").
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B. The parties to the Agreement desire to amend the Agreement as set
forth in this Third Amendment.
AGREEMENT
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 agree as follows:
1. Amendment Regarding Closing. Section 4.1 of the Agreement is hereby
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further amended (i) by deleting the words inserted by the Second Amendment "or
receipt of reasonably acceptable assurances that such conditions will be
satisfied on or prior to such second Business Day" which immediately precedes
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 deleting the
following sentence at the end of Section 4.1 inserted by the Second Amendment:
"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." and replacing it with:
"Purchasers agree to use their reasonable best efforts to satisfy the closing
condition set forth in Section 7.1(i) (except for effecting the City Council
approval) by the Drop Dead Date."
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2. Amendment Regarding Certain Closing Conditions. Section 7.1(i) of the
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Agreement is hereby amended by inserting the clause ", as evidenced by the City
Council approval," after the words "The City Consent" at the beginning of said
Section 7.1(i).
3. Drop Dead Date. Section 9.2 of the Agreement is hereby further
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amended by replacing the reference to "November 10, 1999 (the "Drop Dead Date")"
therein with "6:00 p.m., Denver time, Monday, November 15, 1999 (the "Drop Dead
Date"); provided, however, that if the Purchasers have entered into an agreement
with the City by no later than the Drop Dead Date with respect to the terms and
conditions of the guaranties, if any, to be provided to the City by Donald L.
Sturm, Mrs. Sturm, Sturm Sports Holdings, LLC and/or any of the Purchasers in
connection with the City Consent, which terms and conditions must be acceptable
to Donald L. Sturm and the Purchasers in their sole and absolute discretion, the
Drop Dead Date shall be extended to the date which is two (2) Business Days
after the date on which City Council approval of the City Consent is effected."
4. Captions. The captions in this Third Amendment are included for
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convenience of reference only and shall be ignored in the construction or
interpretation hereof.
5. Governing Law. This Third Amendment shall be construed in accordance
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with and governed by the internal laws (without reference to choice or conflict
of laws) of the State of Colorado.
6. Counterparts; Effectiveness. This Third Amendment may be signed in
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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 Third
Amendment, shall be binding upon the Parties hereto and their successors and
permitted assigns. This Third Amendment shall be effective as of the date first
written above.
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND STURM
AVALANCHE, LLC, STURM NUGGETS, LLC, STURM ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 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:
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ASCENT ENTERTAINMENT GROUP, INC.,
a Delaware corporation
By: /s/ Arthur M. Aaron
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Name: Arthur M. Aaron
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Title: Vice President, Business and Legal Affairs
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HC:
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ASCENT SPORTS HOLDINGS, INC.,
a Delaware corporation
By: /s/ Arthur M. Aaron
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Name: Arthur M. Aaron
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Title: Vice President
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3
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 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:
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STURM AVALANCHE, LLC,
a Delaware limited liability company:
By: Sturm Sports Holdings, LLC
By: /s/ Donald L. Sturm
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Donald L. Sturm,
Managing Member
STURM NUGGETS:
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STURM NUGGETS, LLC,
a Delaware limited liability company
By: Sturm Sports Holdings, LLC
By: /s/ Donald L. Sturm
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Donald L. Sturm,
Managing Member
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 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:
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STURM ARENA, LLC,
a Delaware limited liability company:
By: Sturm Sports Holdings, LLC
By: /s/ Donald L. Sturm
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Donald L. Sturm,
Managing Member
COLORADO SPORTS:
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COLORADO SPORTS AND
ENTERTAINMENT, INC.,
a Delaware corporation
By: Sturm Sports Holdings, LLC
By: /s/ Donald L. Sturm
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Donald L. Sturm,
President and Chief Executive Officer
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
STURM AVALANCHE, LLC, STURM NUGGETS, LLC,
STURM ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 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:
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LIBERTY DENVER ARENA LLC,
a Delaware limited liability company
By: LMC Denver Arena, Inc.,
a Delaware corporation, its sole member
By: /s/ Charles Y. Tanabe
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Name: Charles Y. Tanabe
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Title: Senior Vice President
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6
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Exhibit 99.1
FOR IMMEDIATE RELEASE
November 10, 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 ANNOUNCES EXTENSION
Denver - Ascent Entertainment Group, Inc. (Nasdaq: GOAL) announced today
that it has extended its agreement with The Sturm Group for the sale of Ascent's
sports related businesses to November 15, 1999 at 6:00 p.m. Denver time. In
addition, if The Sturm Group finalizes terms and documentation of its previously
announced agreement-in-principle with the City and County of Denver prior to the
November 15 expiration, then the agreement between Ascent and The Sturm Group
will be further extended to a date two businesses days following final Denver
City Council approval of the agreement between The Sturm Group and the City.
There can be no assurances that The Sturm Group and the City of Denver will
successfully finalize the terms and documentation of their agreement-in-
principle, 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. If the agreement for the sale of Ascent's
sports-related businesses is terminated, then Ascent's Merger Agreement with
Liberty Media can be terminated by Liberty at any time.
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Accordingly, there can be no assurances that Liberty Media will not terminate
the Merger Agreement if the agreement for the sale of the sports-related
businesses is terminated, and Ascent expects that Liberty Media would do so soon
after any such termination.
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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