SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 1)
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ASCENT ENTERTAINMENT GROUP, INC.
(Name of Subject Company)
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
043628106
(CUSIP Number of Class of Securities)
David Ehrlich, Esq.
Vice President and General Counsel
Ascent Entertainment Group, Inc.
1225 Seventeenth Street, Suite 1800
Denver, Colorado 80202
Telephone: (303) 308-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s)
Filing Statement).
With a Copy to:
Jeffrey W. Tindell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
This Amendment No. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9"), filed by Ascent Entertainment Group, Inc., a Delaware
corporation (the "Company"), relating to the tender offer by Liberty AEG
Acquisition, Inc., a Delaware corporation ("Purchaser"), a wholly owned
subsidiary of Liberty Media Corporation, a Delaware corporation ("Parent"), to
purchase all of the outstanding shares of Common Stock, par value $0.01 per
share, of the Company, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated February 29, 2000, as amended.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended by the addition of the
following exhibit:
Exhibit No. Description
19. Joint Press Release issued by Ascent Entertainment Group,
Inc. and Liberty Media Corporation on March 2, 2000
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
/s/ Arthur M. Aaron, Esq.
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Name: Arthur M. Aaron
Title: Executive Vice President,
Business Affairs
Dated: March 2, 2000
EXHIBIT INDEX
Exhibit No. Description
19. Joint Press Release issued by Ascent Entertainment Group,
Inc. and Liberty Media Corporation on March 2, 2000
EXHIBIT 19
Federal Communications Commission Grants Special Temporary Authorization to
Liberty Media and Ascent Entertainment
DENVER, March 2 - Liberty Media Corporation (NYSE: LMG.A, LMG.B) and Ascent
Entertainment Group, Inc. (Nasdaq: GOAL) announced today that the Federal
Communications Commission ("FCC") has granted their request for a Special
Temporary Authorization ("STA") regarding the FCC licenses held by Ascent
Entertainment. The STA, which will expire on June 1, 2000, unless renewed or
extended, permits Liberty Media to consummate its tender offer for the shares of
Ascent Entertainment which commenced Tuesday, February 29, 2000, and to operate
the licensed facilities on a temporary basis pending the FCC's review of a "long
form" application for approval of the transfer of control, which was filed on
February 25, 2000.
The FCC's action satisfies the FCC-related condition described in
Liberty Media's offering materials, which are being mailed to Ascent
stockholders. The tender offer remains subject to other conditions described in
such offering materials.
Requests for copies of the offering materials and questions about the
tender offer can be directed to D.F. King & Co., Inc., the Information Agent for
the tender offer, at (888) 242-8153.
