UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
N/A
(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 15 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
- ----------
* Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
September 30, 1999.
Page 2 of 15
<PAGE>
CUSIP NO. 043628-10-6 Page 3 of 15 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 15
<PAGE>
CUSIP NO. 043628-10-6 Page 4 of 15 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 15
<PAGE>
CUSIP NO. 043628-10-6 Page 5 of 15 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 15
<PAGE>
CUSIP NO. 043628-10-6 Page 6 of 15 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nelson Peltz
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
United States
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
IN
Page 6 of 15
<PAGE>
CUSIP NO. 043628-10-6 Page 7 of 15 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter W. May
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
United States
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
IN
Page 7 of 15
<PAGE>
CUSIP NO. 043628-10-6 Page 8 of 15 Pages
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DWG Acquisition Group, L..P.
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
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
PN
Page 8 of 15
<PAGE>
Amendment No. 3 to Schedule 13D
This Amendment No. 3 to Schedule 13D is filed by the undersigned to
amend Schedule 13D, filed on November 16, 1998, Amendment No. 1 to Schedule 13D,
filed on January 14, 1999, and Amendment No. 2 to Schedule 13D, filed on June
29, 1999 ("Amendment No. 2"). Unless otherwise indicated, all capitalized terms
shall have the same meaning as provided in Amendment No. 2.
Item 2. Identity and Background.
Item 2 is hereby amended by addition of the following:
(a) The additional names of the persons filing this statement are DWG
Acquisition Group, L.P. ("DWG"), Nelson Peltz and Peter May (Triarc, CP
International, CPIHL, DWG and Messrs. Peltz and May, collectively, the
"Reporting Persons"). Messrs. Peltz and May are the general partners of DWG.
(b) The business address of each of DWG and Messrs. Peltz and May is
c/o Triarc, 280 Park Avenue, New York, New York 10017.
(c) The principal business of DWG is to acquire and hold securities of
Triarc. The principal occupation of Mr. Peltz is Chairman and Chief Executive
Officer and Director of Triarc. The principal occupation of Mr. May is President
and Chief Operating Officer and Director of Triarc.
(f) DWG is organized under the laws of Delaware. Each of Messrs. Peltz
and May are United States Citizens.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its 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. Group LLC directly holds all such shares.
- --------
* Based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.
Page 9 of 15
<PAGE>
(b) Group LLC has shared voting and investment power with DWG, Messrs
Peltz and May, 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. All such shares are directly held by Group LLC, of which Triarc is a
member.
(b) Triarc has shared voting and investment power with Group LLC, DWG,
Messrs. Peltz and May, CP International and CPIHL with respect to the 2,876,700
shares of Common Stock.
DWG, Mr. Peltz and Mr. May
(a) Each of DWG, Mr. Peltz and Mr. May, as the beneficial owners of
approximately 30.2%, 34.9% and 33.5%, respectively, of the outstanding voting
common stock of 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. All such shares are directly held by Group LLC. Each of
DWG, Mr. Peltz and Mr. May disclaim beneficial ownership of such shares.
(b) DWG and Messrs. Peltz and May have shared voting and investment
power with Group LLC, Triarc, 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 in Item 1. All such shares are directly held by
Group LLC, of which CP International is a member.
(b) CP International and CPIHL have shared voting and investment power
with Group LLC, DWG, Messrs. Peltz and May 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,
DWG, Messrs. Peltz and May, CP International and CPIHL, none of the persons
named in Item 2(a) beneficially owns any shares of Common Stock of the Issuer.
Page 10 of 15
<PAGE>
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 have
contributed 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 requires 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
February 28, 2000.
Page 11 of 15
<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: February 28, 2000
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
DWG Acquisition Group, L.P.
By: /s/ Nelson Peltz
----------------------------
Name: Nelson Peltz
Title: General Partner
Page 12 of 15
<PAGE>
/s/ Nelson Peltz
----------------------------
Nelson Peltz
/s/ Peter May
----------------------------
Peter May
Exhibits
Exhibit 1 - Joint Filing Agreement
Page 13 of 15
<PAGE>
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: February 28, 2000
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
DWG Acquisition Group, L.P.
By: /s/ Nelson Peltz
-------------------------------
Name: Nelson Peltz
Title: General Partner
/s/ Nelson Peltz
-------------------------------
Nelson Peltz
/s/ Peter May
-------------------------------
Peter May
Page 14 of 15
<PAGE>
Ascent Acquisition Group, LLC
By: /s/ Brian L. Schorr
-------------------------------
Name: Brian L. Schorr
Title: Manager
Page 15 of 15
