UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
043628-10-6
(CUSIP Number)
Brian Schorr c/o Triarc Companies, Inc.
280 Park Avenue
New York, New York 10017
Tel. No.: (212) 451-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 6, 1998
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 16
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 2 of 16 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Triarc Companies, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
2,782,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,782,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%*/
14 TYPE OF REPORTING PERSON
CO,HC
- ----------------------------------
*/ Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
Page 2 of 16
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 3 of 16 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CP International Management Services Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
2,782,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,782,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%*/
14 TYPE OF REPORTING PERSON
CO
- ----------------------------------
*/ Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
Page 3 of 16
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 4 of 16 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Consolidated Press International Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
2,782,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,782,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,782,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%*/
14 TYPE OF REPORTING PERSON
CO,HC
- ----------------------------------
*/ Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
Page 4 of 16
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock") of Ascent Entertainment Group, Inc., a Delaware corporation
(the "Issuer"). The address of the Issuer's principal executive offices is One
Tabor Center, 1200 Seventeenth Street, Suite 2800, Denver, Colorado 80202.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are Triarc
Companies, Inc. ("Triarc"), CP International Management Services Ltd. ("CP
International") and Consolidated Press International Holdings Limited ("CPIHL"
and, collectively with Triarc and CP International, the "Reporting Persons").
The names of the directors and executive officers of Triarc are set forth on
Schedule 1, which is incorporated herein by reference. No person controls or
shares in the control of Triarc who is not a member of its board of directors.
CP International is owned through a series of subsidiaries by
CPIHL. The Packer family directly or indirectly beneficially owns CPIHL. The
names of the directors and executive officers of CP International and CPIHL are
set forth on Schedules 2 and 3, respectively, which are incorporated herein by
reference.
(b) The business address of Triarc is 280 Park Avenue, New York, New
York 10017. The business address of CP International is 2nd Floor, Block A,
Russell Court, St. Stephen's Green, Dublin 2, Ireland. The business address of
CPIHL is Sassoon House, Northwestern Corner of Shirley Street & Victoria Avenue,
City of Nassau, Island of New Providence, Commonwealth of the Bahamas. The
business address of Packer is 3rd Floor, 54 Park Street, Sydney, Australia. The
business address of each of the directors and executive officers of Triarc, CP
International and CPIHL is set forth on Schedules 1, 2 and 3 hereto,
respectively, which are incorporated herein by reference.
(c) Triarc is a holding company which is engaged in beverage and
restaurant operations. Triarc also has an equity interest in the liquefied
petroleum gas business. CP International and CPIHL are holding companies whose
principal business is investments.
The present principal occupation of each of the directors and
executive officers of Triarc, CP International and CPIHL is set forth on
Schedules 1, 2 and 3 hereto, respectively, which are incorporated herein by
reference.
(d) During the past five years, none of the persons referred to in
paragraph (a) above has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the persons referred to in
paragraph (a) above has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Triarc is organized under the laws of Delaware. CP International
and CPIHL are organized under the laws of the Bahamas. Each of the directors and
executive officers of Triarc are United States citizens. The Citizenship for
each of the directors and executive officers of CP International and CPIHL is
set forth on Schedules 2 and 3, which are incorporated herein by reference.
Page 5 of 16
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Triarc received shares of Common Stock in June 1997 when COMSAT
Corporation distributed all of its shares of Common Stock of the Issuer to its
shareholders on a pro rata basis. Thereafter, Triarc purchased additional shares
of Common Stock for an aggregate purchase price of $10,829,115. All of Triarc's
purchases (other than the shares received in June 1997) were made through open
market purchases. Triarc obtained the funds for the purchase of the Common Stock
from its funds held for investment.
CP International purchased 1,391,350 shares of Common Stock for an
aggregate purchase price of $9,739,450 through an open market purchase. CP
International obtained the funds for the purchase of the Common Stock from its
working capital.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Common Stock for investment
purposes. The Reporting Persons will continuously evaluate their ownership of
Common Stock and the Issuer's business and industry. Depending on market
conditions and other factors that the Reporting Persons may deem material to
their investment decision, each of the Reporting Persons may from time to time
acquire additional shares of Common Stock in the open market or in privately
negotiated transactions or may dispose of all or a portion of the Shares of
Common Stock that such Reporting Person now owns or may hereafter acquire.
Accordingly, the Reporting Persons should not be considered passive investors.
None of the Reporting Persons currently has any plans or proposals,
though each Reporting Person reserves the right to subsequently devise or
implement plans or proposals, which relate to or would result in: (a) the
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the issuer; (f) any other material change in the issuer's
business or corporate structure; (g) changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person; (h) causing a class of
securities of the issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
Triarc
(a) Triarc may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 2,782,700 shares of Common Stock, which represent
9.4% of the
Page 6 of 16
<PAGE>
issued and outstanding shares of the class of securities identified in Item 1.*/
Of the 2,782,700 shares of Common Stock, Triarc directly holds 1,391,350 shares.
(b) Triarc has shared voting and investment power with CP International
and CPIHL with respect to the 2,782,700 shares of Common Stock.
(c) During the last 60 days, Triarc has acquired the following shares
of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
9/14/98 15,000 6.25
9/15/98 15,000 6.25
9/30/98 15,000 6.6833
10/01/98 13,000 6.75
10/02/98 12,000 6.7135
10/05/98 40,000 6.75
10/06/98 25,000 6.75
10/07/98 227,000 6.75
10/08/98 238,000 6.6342
10/14/98 86,120 6.00
10/16/98 2,100 6.00
10/20/98 11,900 6.4895
10/22/98 154,000 6.6546
10/23/98 10,000 6.725
11/12/98 126,350 7.00
All of such purchases by Triarc were open market purchases.
CP International and CPIHL
(a) Each of CP International and CPIHL may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 2,782,700 shares of
Common Stock, which represent 9.4% of the issued and outstanding shares of the
class of securities identified
- ---------
*/ Based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998
Page 7 of 16
<PAGE>
in Item 1.*/ Of the 2,782,700 shares of Common Stock, CP International directly
holds 1,391,350 shares.
(b) CP International and CPIHL have shared voting and investment power
with Triarc with respect to the 2,782,700 shares of Common Stock.
(c) In an open market transaction on November 6, 1998, CP International
purchased 1,391,350 shares of Common Stock at $7.00 per share.
Except as set forth herein, to the best knowledge of Triarc, CP
International and CPIHL, none of the persons named in Item 2(a) beneficially
owns any shares of Common Stock of the Issuer.
Item 6. Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
In order to share the voting and investment power over the shares of
Common Stock of the Issuer held by the Reporting Persons, the Reporting Persons
have orally agreed to form a limited liability company. Each of Triarc and CP
International will contribute 1,391,350 shares of Common Stock of the Issuer to
the capital of the limited liability company. Pursuant to the limited liability
company agreement, it is expected that Triarc and CP International will be equal
members of the limited liability company and any decision with respect to the
limited liability company will require the approval of both members.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Persons, dated
November 13, 1998.
- ---------
*/ Based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Page 8 of 16
<PAGE>
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth on this statement is true, complete and
correct.
Dated: November 13, 1998
Triarc Companies, Inc.
By: /s/ Brian L. Schorr
-----------------------
Name: Brian L. Schorr
Title: Executive Vice President and
General Counsel
CP International Management Services Ltd.
By: /s/ Peter G. Beer
---------------------
Name: Peter G. Beer
Title: Executive and Company Director
Consolidated Press International Holdings Limited
By: /s/ Peter G. Beer
---------------------
Name: Peter G. Beer
Title: Alternative Director to John Cherry
and Secretary
Exhibits
- --------
Exhibit 1 - Joint Filing Agreement
Page 9 of 16
<PAGE>
SCHEDULE 1
TRIARC COMPANIES, INC.
<TABLE>
<CAPTION>
3. Principal Occupation or Employment and the
Name, Principal Business and Address, of
Organization in which such Employment is
1. Name 2. Residence or Business Address Conducted (if different from column 2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Nelson Peltz c/o Triarc Companies, Inc. Chairman and Chief Executive Officer and
280 Park Avenue Director of Triarc Companies, Inc.
New York, NY 10017
Peter W. May c/o Triarc Companies, Inc. President and Chief Operating Officer, and
280 Park Avenue Director of Triarc Companies, Inc.
New York, NY 10017
John L. Barnes, Jr. c/o Triarc Companies, Inc. Executive Vice President and Chief Financial
280 Park Avenue Officer of Triarc Companies, Inc.
New York, NY 10017
Eric D Kogan c/o Triarc Companies, Inc. Executive Vice President, Corporate
280 Park Avenue Development, of Triarc Companies, Inc.
New York, NY 10017
Brian L. Schorr c/o Triarc Companies, Inc. Executive Vice President and General Counsel of
280 Park Avenue Triarc Companies, Inc.
New York, NY 10017
Francis T. McCarron c/o Triarc Companies, Inc. Senior Vice President, Taxes, of Triarc
280 Park Avenue Companies, Inc.
New York, NY 10017
</TABLE>
Page 10 of 16
<PAGE>
<TABLE>
<CAPTION>
3. Principal Occupation or Employment and the
Name, Principal Business and Address, of
Organization in which such Employment is
1. Name 2. Residence or Business Address Conducted (if different from column 2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Anne A. Tarbell c/o Triarc Companies, Inc. Senior Vice President, Investor Relations and
280 Park Avenue Corporate Communications, of Triarc
New York, NY 10017 Companies, Inc.
Stuart I. Rosen c/o Triarc Companies, Inc. Vice President and Associate General Counsel
280 Park Avenue and Secretary of Triarc Companies, Inc.
New York, NY 10017
Fred H. Schaefer c/o Triarc Companies, Inc. Vice President and Chief Accounting Officer of
280 Park Avenue Triarc Companies, Inc.
New York, NY 10017
Hugh L. Carey c/o Whitman Breed Abbott & Director of Triarc Companies, Inc., Former
Morgan LLP Governor of the State of New York and member
200 Park Avenue of Congress and currently Of Counsel at
New York, NY 10166 Whitman Breed Abbott & Morgan LLP (a law
firm)
Clive Chajet c/o Chajet Consultancy LLC Director of Triarc Companies, Inc., Chairman,
575 Madison Avenue Chajet Consultancy, L.L.C.(a consultancy firm
10th Floor specializing in identity and image management)
New York, NY 10022
Stanley R. Jaffe c/o Jaffilms, LLC Director of Triarc Companies, Inc., Owner,
152 West 57th Street JAFFILMS, L.L.C. (a film production company)
52nd Floor
New York, NY 10019
</TABLE>
Page 11 of 16
<PAGE>
<TABLE>
<CAPTION>
3. Principal Occupation or Employment and the
Name, Principal Business and Address, of
Organization in which such Employment is
1. Name 2. Residence or Business Address Conducted (if different from column 2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Joseph A. Levato c/o Triarc Companies, Inc. Director of Triarc Companies, Inc., Former
280 Park Avenue Executive Vice President and Chief Financial
New York, NY 10017 Officer of Triarc Companies, Inc.
David E. Schwab II c/o Cowan, Liebowitz & Latman, P.C. Director of Triarc Companies, Inc., Senior
1133 Avenue of the Americas Counsel, Cowan, Liebowitz & Latman, P.C. (a
New York, NY 10036-6799 law firm)
Raymond S. Troubh c/o 10 Rockefeller Plaza Director of Triarc Companies, Inc., Financial
Suite 712 Consultant and Director of various public
New York, NY 10020 companies.
Gerald Tsai, Jr. c/o Tsai Management, Inc. Director of Triarc Companies, Inc., Private
200 Park Avenue, Suite 4501 Investor
New York, NY 10166
</TABLE>
Page 12 of 16
<PAGE>
SCHEDULE 2
CP INTERNATIONAL MANAGEMENT SERVICES LTD.
<TABLE>
<CAPTION>
4. Principal Occupation or
Employment and the Name,
Principal Business and
Address, of Organization in
which such Employment is
3. Residence or Business Conducted (if different from
1. Name 2. Citizenship Address column 3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Peter G. Beer Australia 2nd Floor, Block A, Russell Executive and Company
Court, St. Stephen's Green, Director of CP International
Dublin 2, Ireland Management Services Ltd.
R. Timothy Gallie England 2016 Hutchinson House, 10 Company Director of CP
Harcourt Road, Central, International Management
Hong Kong Services Ltd.
Ian G. Robinson Australia 50/F Hopewell Centre, Company Director of CP
182 Queen's Road International Management
East Wanchai, Hong Kong Services Ltd.
Thomas J. Gallagher Ireland 2nd Floor, Block A, Russell Secretary of CP International
Court, St. Stephen's Green, Management Services Ltd.
Dublin 2, Ireland
</TABLE>
Page 13 of 16
<PAGE>
SCHEDULE 3
CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED
<TABLE>
<CAPTION>
4. Principal Occupation or
Employment and the Name,
Principal Business and
Address, of Organization in
which such Employment is
3. Residence or Business Conducted (if different from
1. Name 2. Citizenship Address column 3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Kerry F.B. Packer Australia 3rd Floor, 54 Park Street, Company Director of
Sydney, Australia Consolidated Press
International Holdings
Limited
John Cherry England 3rd Floor, 54 Park Street, Company Director of
Sydney, Australia Consolidated Press
International Holdings
Limited
Ian Fair England Windermere House, 404 East Company Director of
Bay Street, PO Box SS-5539, Consolidated Press
Nassau, Bahamas International Holdings
Limited
Peter G. Beer Australia 2nd Floor, Block A, Russell Alternative Director to John
court, St. Stephen's Green, Cherry and Secretary of
Dublin 2, Ireland Consolidated Press
International Holdings
Limited
</TABLE>
Page 14 of 16
<PAGE>
<TABLE>
<CAPTION>
4. Principal Occupation or
Employment and the Name,
Principal Business and
Address, of Organization in
which such Employment is
3. Residence or Business Conducted (if different from
1. Name 2. Citizenship Address column 3)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Andrew Leitch Canada 50th Floor, Hjopewell Alternate Director to Ian Fair
Centre, 183 Queen's Road of Consolidated Press
East, Central, Hong Kong International Holdings
Limited
</TABLE>
Page 15 of 16
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
Dated: November 13, 1998
Triarc Companies, Inc.
By: /s/ Brian L. Schorr
-----------------------
Name: Brian L. Schorr
Title: Executive Vice President and
General Counsel
CP International Management Services Ltd.
By: /s/ Peter G. Beer
---------------------
Name: Peter G. Beer
Title: Executive and Company Director
Consolidated Press International Holdings Limited
By: /s/ Peter G. Beer
---------------------
Name: Peter G. Beer
Title: Alternative Director to John Cherry
and Secretary
Page 16 of 16
