COMSAT CORP
8-K, 1997-05-19
COMMUNICATIONS SERVICES, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 8-K



                              CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): May 16, 1997
                                                        ------------
                              COMSAT Corporation
             ------------------------------------------------ 
            (Exact name of Registrant as specified in Charter)


  District of Columbia           1-4929                52-0781863
- ------------------------        ------------         ----------------
(State or other juris-          (Commission          (IRS Employer
diction of incorporation)       File Number)         Identification
                                                     Number)


 6560 Rock Spring Drive,    Bethesda, MD              20817
- -------------------------------------------         ---------
 (Address of principal executive offices)            Zip Code


Registrant's telephone number, including area code   (301) 214-3000


            Not Applicable.
    ----------------------------------
(Former name or former address, if changed since last report).


<PAGE>

Item 5.  Other Events
- ---------------------

     Attached to this report as Exhibit 99.1, and incorporated by reference
in this item, is a press release of the Corporation, distributed on May 16,
1997,  announcing that the Corporation's  Board of Directors has approved a
plan to distribute its 80.67%  ownership  interest in Ascent  Entertainment
Group, Inc. to the Corporation's shareholders.

Item 7.  Financial Statements and Exhibits
- ------------------------------------------

     (c) Exhibits  (listed  according to the number assigned in Item 601 of
Regulation S-K).

Exhibit No.                         Description

   99.1                    Press Release dated May 16, 1997.
<PAGE>

                                SIGNATURES
                                ----------   



     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                   COMSAT Corporation
                                   ------------------



                               By: /s/ Alan Korobov
                                  ----------------------------
                                   Alan Korobov
                                   Controller


Date:  May 19, 1997
<PAGE>

                               EXHIBIT INDEX
                               -------------



Exhibit No.                         Description
- -----------                         -----------

     99.1                     Press Release dated May 16, 1997.

     


FROM:COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, MD 20817
PHONE:  301 214 3442
FAX:    301 214 7130
DATE:   May 16, 1997

For Immediate Release
- ---------------------

             COMSAT BOARD APPROVES PLAN FOR TAX-FREE SPIN-OFF
                       OF ASCENT ENTERTAINMENT GROUP
            -- Corporation Has Received Favorable IRS Ruling --


     BETHESDA,  Md. - COMSAT Corporation (NYSE:CQ) today announced that its
board of directors has approved a plan to distribute  its 80.67%  ownership
interest  in  Ascent  Entertainment   Group,  Inc.   (NASDAQ:GOAL)  to  its
shareholders through a tax-free dividend. The company has received a ruling
from the IRS that a spin- off would not be  taxable to the  corporation  or
its shareholders.
     "With this decision we have reached a major milestone in our strategic
plan to  increase  shareholder  value  by  refocusing  COMSAT  on its  core
international  satellite  services and digital  networking  services," said
Betty  C.  Alewine,  president  and  chief  executive  officer  of  COMSAT.
"Operating as independent companies,  both COMSAT and Ascent will be better
positioned to pursue their individual strategies more effectively."
     Implementation of the spin-off plan is subject to the declaration of a
special  dividend by the board of  directors,  any required  consent of the
National  Basketball  Association  and  the  National  Hockey  League,  the
execution of intercompany agreements,  and completion of changes in certain
employee benefit plans.  The corporation  anticipates that these conditions
will  be  satisfied  by May  30,  1997,  and  that  the  dividend  will  be
distributed before the end of the second quarter.


- -- more --
<PAGE>

Ascent Spin-off - Page 2


     Some of the  statements in this news release are  forward-looking  and
relate to anticipated future events.  Forward-looking  statements are based
on COMSAT management's current  expectations and assumptions,  which may be
affected  by  subsequent   developments   and  business   conditions,   and
necessarily  involve risks and  uncertainties.  Therefore,  there can be no
assurance  that future events will occur within the time frame  anticipated
by management.
     COMSAT   Corporation   is   a   global   provider   of   international
communications services and products.

###

CONTACT:    Janet Dewar Vice President, Corporate Affairs (301) 214-3442
- --------    Gary Sharpe Director, Investor Relations      (301) 214-3244





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