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
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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)
Arthur M. Aaron, Esq.
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
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.*
* This Schedule 14D-9 relates to the proposed tender offer by Liberty Media
Corporation.
LIBERTY MEDIA SIGNS MERGER AGREEMENT
WITH ASCENT ENTERTAINMENT GROUP
DENVER, COLORADO, February 22, 2000 -- Liberty Media Corporation (NYSE:
LMG.A, LMG.B) and Ascent Entertainment Group, Inc. (Nasdaq: GOAL) announced
today that they have entered into a definitive merger agreement under which
Liberty Media will acquire Ascent Entertainment. Under the merger agreement,
Ascent stockholders will receive $15.25 in cash per share of Ascent
Entertainment Common Stock. The stock closed at $10.13 last Friday, February
18, 2000.
The total cost of the acquisition of Ascent's shares will be approximately
$460 million, with a total transaction value, including assumed or refinanced
debt, of approximately $755 million. Following the acquisition, Liberty will
continue the process of finding a suitable buyer for the Pepsi Center, as
well as the professional sports teams included in the assets currently owned
by Ascent.
"We are delighted to have agreed on terms for the purchase of Ascent
Entertainment," said Gary S. Howard, Liberty's Executive Vice President and
Chief Operating Officer. "From a corporate perspective, Liberty has had a
long-term interest in the consumer access offered through On Command
Corporation's (Nasdaq: ONCO) service. When completed, the purchase of Ascent
will provide us with a majority ownership position in that company. Given our
extensive relationships in video programming, interactive television and high
speed data services, the acquisition of On Command will position us perfectly
to offer even better and more comprehensive services for business and
recreational travelers.
"Like Ascent, we are a company with headquarters in Colorado. And, like
Ascent, we are committed to finding an ownership group for the Pepsi Center,
the Avalanche and the Nuggets that is committed to giving our sports
community teams that play at a championship level. We will continue that
process until the right group is identified and a deal can be consummated.
Until that time, we will continue to run our sports operations under the very
able stewardship of Don Elliman, Pierre Lacroix and Dan Issel."
In accordance with the merger agreement, Liberty expects to commence on or
prior to February 28, 2000, a tender offer for all shares of stock of Ascent
at a net cash price of $15.25 per share of Ascent Common Stock. The tender
offer will be conditioned on the tender of at least a majority of the Ascent
shares, as well as other customary conditions. J.P. Morgan will act as dealer
manager for the tender offer.
If a majority of the Ascent shares are purchased in the tender offer, it is
expected that a corporation controlled by Liberty will merge with Ascent,
with any remaining shares of Ascent converted into cash at the same price as
offered in the tender offer. The merger is expected to close in the second
quarter of 2000.
Ascent's Board of Directors has received an opinion letter from Donaldson,
Lufkin & Jenrette Securities Corporation that the consideration to be
received by Ascent's shareholders pursuant to the transaction is fair to such
shareholders from a financial point of view.
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.
Ascent Entertainment's principal business is providing pay-per-view
entertainment and information services through its majority-owned On Command
Corporation. In addition, Ascent provides satellite service and maintenance
to the NBC television network in connection with its distribution of its
national television feed to its local affiliates. The company also is the
owner of the National Basketball Association's Denver Nuggets, the National
Hockey League's Colorado Avalanche, and the Pepsi Center, the new, state of
the art entertainment facility which is home to both the Nuggets and
Avalanche.
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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
720-875-5406 303-308-7040
INVESTOR CONTACT: David A. Holden
303-308-7033
