<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. 2)
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: [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
This Amendment No. 2 to Tender Offer Statement on Schedule TO (this
"Amendment No. 2") 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, as amended by Amendment No. 1
thereto filed March 3, 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. 2 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 10, 2000 which is attached hereto as Exhibit
(a)(1)(K) 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 10, 2000 which is attached hereto as Exhibit
(a)(1)(K) 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 10, 2000 which is attached hereto as Exhibit
(a)(1)(K) 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)(K) -- Text of press release issued by Liberty Media Corporation
on March 10, 2000
</TABLE>
2
<PAGE> 3
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 13, 2000
LIBERTY AEG ACQUISITION, INC.
By: /s/ Charles Y. Tanabe
----------------------------------
Charles Y. Tanabe
Senior Vice President
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
----------------------------------
Charles Y. Tanabe
Senior Vice President
3
<PAGE> 4
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
- ----------- --------
<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
(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>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT (a)(1)(K)
FOR IMMEDIATE RELEASE
MARCH 10, 2000
LIBERTY MEDIA ANNOUNCES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD
FOR ACQUISITION OF ASCENT ENTERTAINMENT
ENGLEWOOD, Colo., March 10, 2000 - Liberty Media Corporation (NYSE: LMG.A,
LMG.B) announced today that it has been notified by the Federal Trade Commission
that early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act ("HSR") in connection with its acquisition of Ascent
Entertainment Group, Inc. (Nasdaq: GOAL) has been granted.
The termination of the HSR waiting period satisfies the HSR-related condition
described in Liberty Media's offering materials, which were mailed to Ascent
stockholders. The tender offer remains subject to other conditions described in
such offering materials.
Liberty Media's all-cash tender offer for all outstanding shares of Ascent
Entertainment common stock will expire at 12:00 midnight, Eastern Time, on
Monday, March 27, 2000, unless extended, subject to the terms and conditions of
the offer.
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.
