<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.____)
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Subject Company (issuer))
Liberty AEG Acquisition, Inc.
an indirect wholly owned subsidiary of
Liberty Media Corporation
(Names of Filing Persons (offerors))
Common Stock, par value $.01 per share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
043628106
(CUSIP Number)
Charles Y. Tanabe, Esq.
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Joseph A. Cialone, II
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
(713) 229-1234
[ ] Check the box if any part of the fee is offset as provided by Rule 0-11 (a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE> 2
LIBERTY MEDIA AND ASCENT ENTERTAINMENT GROUP
ANNOUNCE NEW DATE FOR COMMENCEMENT OF TENDER OFFER
FOR STOCK OF ASCENT ENTERTAINMENT GROUP
DENVER, COLORADO, February 28, 2000 -- Liberty Media Corporation (NYSE: LMG.A,
LMG.B) and Ascent Entertainment Group, Inc. (Nasdaq: GOAL) announced today that
Liberty Media's tender offer for all shares of Ascent Entertainment is expected
to commence on Tuesday, February 29, 2000. The parties had previously announced
that the tender offer was expected to commence on Monday, February 28, 2000.
Pursuant to the tender offer, Liberty Media will offer to purchase all shares of
stock of Ascent Entertainment at a net cash price of $15.25 per share.
**********
Investors and security holders are advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in this press release, when they become available,
because they will contain important information. The tender offer statement will
be filed by Liberty Media Corporation with the Securities and Exchange
Commission, and the solicitation/recommendation statement will be filed with the
Commission by Ascent Entertainment Group, Inc. Investors and security holders
may obtain a free copy of these statements (when available) and other documents
filed by Liberty Media Corporation and Ascent Entertainment Group, Inc. with the
Commission at the Commission's web site at www.sec.gov. The tender offer
statement and related offering materials may be obtained for free from Liberty
Media Corporation by directing such request to: Liberty Media Corporation, 9197
S. Peoria Street, Englewood, Colorado 80112, Attention: Vivian J. Carr,
telephone: (720) 875-5406, e-mail: [email protected]. The
solicitation/recommendation statement and such other documents may also be
obtained for free from Ascent Entertainment Group, Inc. by directing such
request to: Ascent Entertainment Group, Inc., 1225 Seventeenth Street, Suite
1800, Denver, Colorado 80202, Attention: Arthur M. Aaron, telephone: (303)
308-7040, e-mail: [email protected].
**********
CONTACT: LIBERTY MEDIA ASCENT ENTERTAINMENT
Vivian Carr MEDIA CONTACT: Arthur M. Aaron
720-875-540 303-308-7040
INVESTOR CONTACT: David A. Holden
303-308-7033
-2-
