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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. 1)
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: [ ]
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This Amendment No. 1 to Tender Offer Statement on Schedule TO (this
"Amendment No. 1") 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 ("Parent"), on February 29, 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. (the "Company") including the associated Preferred Share Purchase Rights
(the "Rights" and, together with the Common Stock, the "Shares"), which are not
owned by Parent 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 Amendment No. 1 is
being filed on behalf of Purchaser and Parent.
ITEM 1. SUMMARY TERM SHEET.
Item 1 is hereby amended and supplemented by the information set forth in
the press release dated March 2, 2000 which is attached hereto as Exhibit
(a)(1)(J) and is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by the information set forth in
the press release dated March 2, 2000 which is attached hereto as Exhibit
(a)(1)(J) and is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the information set forth in
the press release dated March 2, 2000 which is attached hereto as Exhibit
(a)(1)(J) and is incorporated herein by reference.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
Item 12 is hereby amended to add the following exhibit.
<TABLE>
<S> <C>
(a)(1)(J) -- Text of press release issued by Liberty Media Corporation
on March 2, 2000
</TABLE>
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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 3, 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
(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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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.
