UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
January 4, 1999
(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>
CUSIP NO. 043628-10-6 Page 2 of 18 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ascent Acquisition Group, LLC
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
2,876,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,876,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
OO
Page 2 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 3 of 18 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
2,876,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,876,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
CO,HC
Page 3 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 4 of 18 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
2,876,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,876,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
CO
Page 4 of 11
<PAGE>
SCHEDULE 13D
CUSIP NO. 043628-10-6 Page 5 of 18 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
2,876,700
BY EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
WITH
10 SHARED DISPOSITIVE POWER
2,876,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,876,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
CO,HC
Page 5 of 11
<PAGE>
Amendment No. 1 to Schedule 13D
-------------------------------
This Amendment No. 1 to Schedule 13D is filed by the undersigned to
amend Schedule 13D, filed on November 16, 1998 (the "Original Filing"). Unless
otherwise indicated, all capitalized terms shall have the same meaning as
provided in the Original Filing.
Item 2. Identity and Background.
Item 2 is hereby amended and restated to read in its entirety as follows:
(a) The names of the persons filing this statement are Ascent
Acquisition Group, LLC ("Group LLC"), Triarc Companies, Inc. ("Triarc"), CP
International Management Services Ltd. ("CP International") and Consolidated
Press International Holdings Limited ("CPIHL" and, collectively with Group LLC,
Triarc and CP International, the "Reporting Persons").
The members of Group LLC are Triarc and CP International.
Triarc has appointed Brian L. Schorr as manager, and John L. Barnes and Eric D.
Kogan as alternate managers, of Group LLC (collectively, "T Managers"). It is
expected that an additional manager and two alternate managers will be appointed
by CP International.
The names of the directors and executive officers of Triarc
are set forth on Schedule 1 of the Original Filing. Such Schedule 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, of the Original Filing. Such
Schedules are incorporated herein by reference.
(b) The business address of each of Group LLC and 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 T Managers is set forth
on Schedule 1 of the Original Filing. 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, respectively, of the Original Filing. Such
Schedules are incorporated herein by reference.
(c) Group LLC is a limited liability company formed to acquire, own and
dispose of Common Stock. 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 T Managers is
set forth on Schedule 1 of the Original Filing. 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, respectively, of the Original
Filing. Such Schedules 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).
Page 6 of 11
<PAGE>
(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) Group LLC is organized under the laws of Delaware. Triarc is
organized under the laws of Delaware. CP International and CPIHL are organized
under the laws of the Bahamas. Each of the T Managers are United States
citizens. 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,
respectively, of the Original Filing. Such Schedules are incorporated herein by
reference.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by the addition of the following:
Group LLC purchased an aggregate of 94,000 shares of Common Stock for
an aggregate purchase price of $744,905.60 through open market purchases. Group
LLC obtained the funds for the purchase of Common Stock from capital
contributions of its members.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and Item 5(b) are hereby amended and restated to read in their
entirety as follows:
Group LLC
(a) Group LLC may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 2,876,700 shares of Common Stock, which
represent 9.7% of the issued and outstanding shares of the class of securities
identified in Item 1. Of the 2,876,700 shares of Common Stock, Group LLC
directly holds 94,000 shares.
(b) Group LLC has shared voting and investment power with Triarc, CP
International and CPIHL with respect to the 2,876,700 shares of Common Stock.
Triarc
(a) Triarc may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 2,876,700 shares of Common Stock, which represent
9.7% of the issued and outstanding shares of the class of securities identified
in Item 1. Of the 2,876,700 shares of Common Stock, Triarc directly holds
1,391,350 shares.
(b) Triarc has shared voting and investment power with Group LLC, CP
International and CPIHL with respect to the 2,876,700 shares of Common Stock.
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 2,876,700 shares of
Common Stock, which represent 9.7% of the issued and outstanding shares of the
class of securities identified
Page 7 of 11
<PAGE>
in Item 1. Of the 2,876,700 shares of Common Stock, CP International directly
holds 1,391,350 shares.
(b) CP International and CPIHL have shared voting and investment power
with Group LLC and Triarc with respect to the 2,876,700 shares of Common Stock.
Except as set forth herein, to the best knowledge of Group LLC, 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 5(c) is hereby amended by the addition of the following:
(c) During the last 60 days, Group LLC has acquired the following
shares of Common Stock:
NUMBER OF PURCHASE PRICE
DATE SHARES PER SHARE ($)
---- --------- --------------
1/4/99 91,000 7.9241
1/8/99 3,000 7.9375
All of such purchases by Group LLC were open market purchases.
Item 6. Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended and restated to read in its entirety as follows:
In order to share the voting and investment power over the shares of
Common Stock of the Issuer held by the Reporting Persons, Triarc and CP
International formed Group LLC. Each of Triarc and CP International will
contribute 1,391,350 shares of Common Stock of the Issuer to the capital of
Group LLC. Any decision with respect to the voting or disposition of Common
Stock owned by Group LLC will require the approval of both members. Upon the
dissolution of Group LLC the shares of Common Stock held by Group LLC shall be
equally distributed between Triarc and CP International.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Filing Agreement of the Reporting Persons, dated
January 14, 1999.
Page 8 of 11
<PAGE>
Signature
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: January 14, 1999
Ascent Acquisition Group, LLC
By: /s/ Brian L. Schorr
-----------------------
Name: Brian L. Schorr
Title: Manager
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 11
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: January 14, 1999
Ascent Acquisition Group, LLC
By: /s/ Brian L. Schorr
-----------------------
Name: Brian L. Schorr
Title: Manager
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 10 of 11
