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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. 4)
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 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: [X]
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This Amendment No. 4, the final amendment, to Tender Offer Statement on
Schedule TO (this "Final Amendment") amends and supplements the Tender Offer
Statement on Schedule TO filed by Liberty AEG Acquisition, Inc. ("Purchaser"), a
Delaware corporation and an indirect wholly owned subsidiary of Liberty Media
Corporation, a Delaware corporation ("Liberty Media"), on February 29, 2000, as
amended by Amendment No. 1 thereto filed March 3, 2000, Amendment No. 2 thereto
filed March 13, 2000 and Amendment No. 3 thereto filed March 20, 2000 (the
"Schedule TO"), relating to the Purchaser's offer to purchase all the
outstanding shares of common stock, par value $.01 per share (the "Common
Stock") of Ascent Entertainment Group, Inc. ("Ascent") including the associated
Preferred Share Purchase Rights (the "Rights" and, together with the Common
Stock, the "Shares"), which are not owned by Liberty Media or its affiliates, at
a purchase price of $15.25 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated February 29, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer") which were annexed to
and filed with the Schedule TO as filed on February 29, 2000 as Exhibits
(a)(1)(A) and (a)(1)(B), respectively. This Final Amendment is being filed on
behalf of Purchaser and Liberty Media.
ITEMS 1 THROUGH 9 AND 12
The Purchaser and Liberty Media hereby amend and supplement the "Summary
Term Sheet" and Sections 1 through 9 and 12 of the Offer to Purchase as follows:
The Offer expired, as scheduled, at 12:00 Midnight (New York City time) on
March 27, 2000. Based on preliminary information provided by The Bank of New
York, the depositary for the Offer, approximately 25.3 million Shares (including
approximately 690,000 Shares subject to guarantees of delivery within the next
three days) were validly tendered and not withdrawn pursuant to the Offer. This
represents approximately 85% of the outstanding Shares. Liberty Media has
accepted for payment all such Shares tendered at the tender offer price of
$15.25 per Share.
The full text of Liberty Media's March 28, 2000 press release is attached
hereto as Exhibit (a)(1)(L) and incorporated herein by reference.
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ITEM 12. MATERIALS TO BE FILED AS EXHIBITS
Item 12 is hereby amended to add the following exhibit:
(a)(1)(L) -- Text of press release issued by Liberty Media Corporation
on March 28, 2000
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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.
Dated: March 28, 2000
LIBERTY AEG ACQUISITION, INC.
By: /s/ Charles Y. Tanabe
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Charles Y. Tanabe
Senior Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
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Charles Y. Tanabe
Senior Vice President
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
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<S> <C>
*(a)(1)(A) -- Offer to Purchase, dated February 29, 2000
*(a)(1)(B) -- Form of Letter of Transmittal
*(a)(1)(C) -- Form of Notice of Guaranteed Delivery
*(a)(1)(D) -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
*(a)(1)(E) -- Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies
*(a)(1)(F) -- Guidelines for Certification of taxpayer Identification
Number on Substitute Form W-9
*(a)(1)(G) -- Text of press release issued by Liberty Media Corporation
on February 22, 2000
*(a)(1)(H) -- Text of press release issued by Liberty Media Corporation
on February 28, 2000
*(a)(1)(I) -- Summary Advertisement, published February 29, 2000
*(a)(1)(J) -- Text of press release issued by Liberty Media Corporation
on March 2, 2000
*(a)(1)(K) -- Text of press release issued by Liberty Media Corporation
on March 10, 2000
(a)(1)(L) -- Text of press release issued by Liberty Media Corporation
on March 28, 2000
(b) -- None.
*(d) -- Agreement and Plan of Merger dated as of February 22,
2000, among the Purchaser, Liberty Media Corporation and
the Company
(g) -- None.
</TABLE>
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* Previously filed.
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EXHIBIT (a)(1)(L)
FOR IMMEDIATE RELEASE
MARCH 28, 2000
LIBERTY MEDIA SUCCESSFULLY COMPLETES TENDER OFFER
FOR ASCENT ENTERTAINMENT
ENGLEWOOD, Colorado - Liberty Media Corporation (NYSE: LMG.A, LMG.B) announced
today that it has successfully completed its cash tender offer to acquire all
outstanding shares of Ascent Entertainment Group, Inc. (Nasdaq: GOAL).
The offer expired, as scheduled, at 12:00 Midnight (New York City time) on
March 27, 2000. Based on preliminary information provided by The Bank of New
York, the depositary for the offer, approximately 25.3 million shares of Ascent
common stock (including approximately 690,000 shares subject to guarantees of
delivery within the next three days) were validly tendered and not withdrawn
pursuant to the offer. This represents approximately 85% of the outstanding
shares of Ascent common stock. Liberty Media has accepted for payment all such
shares tendered at the tender offer price of $15.25 per share. Liberty Media
will make payment for all shares validly tendered and not withdrawn as soon as
reasonably practicable and expects that such payments will commence within
approximately one week.
Liberty Media plans to acquire the remaining Ascent shares through a merger in
which each share of Ascent common stock will be converted into the right to
receive $15.25 in cash and following which Ascent will become an indirect
wholly owned subsidiary of Liberty Media. Liberty Media expects to complete the
merger during the second quarter.
Liberty Media holds interests in a broad range of video programming,
communications, technology and Internet businesses in the United States,
Europe, South America and Asia.
CONTACT:
Vivian Carr
877-772-1518
