UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ASCENT ENTERTAINMENT GROUP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
043628106
(CUSIP Number)
June 01, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amend-
ment containing information which would alter the disclosures
provided in a prior cover page.
The information required in 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. 043628106
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
LEON G. COOPERMAN
S.S. No. ###-##-####
2. Check Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
1,566,893
Number of
Shares Bene- 6. Shared Voting Power
ficially by 429,187
Owned by 7. Sole Dispositive Power
Each Report- 1,566,893
ing Person 8. Shared Dispositive Power
With: 429,187
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,996,080
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
11. Percent of Class Represented by Amount in Row (11):
6.7%
12. Type of Reporting Person*
IN
*See Instructions Before Filling Out.
<PAGE>
Item 1(a) Name of Issuer:
Ascent Entertainment Group, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive
Offices:
One Tabor Center, 1200 Seventeenth Street,
Suite 2800, Denver, Colorado 80202
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr.
Cooperman").
Mr. Cooperman is the Managing Member of Omega Associates,
L.L.C. ("Associates"), a limited liability company organized
under the laws of the State of Delaware. Associates is a private
investment firm formed to invest in and act as general partner of
investment partnerships or similar investment vehicles.
Associates is the general partner of three limited partnerships
organized under the laws of Delaware known as Omega Capital
Partners, L.P. ("Capital LP"), Omega Institutional Partners, L.P.
("Institutional LP"), and Omega Capital Investors,
L.P.("Investors LP"). These entities are private investment
firms engaged in the purchase and sale of securities for
investment for their own accounts.
Mr. Cooperman is the President and majority stockholder of
Omega Advisors, Inc. ("Advisors"), a Delaware corporation,
engaged in providing investment management and is deemed to
control said entity. Advisors serves as the investment manager
to Omega Overseas Partners, Ltd. ("Overseas"), a Cayman Islands
exempted company, with a business address at British American
Tower, Third Floor, Jennrett Street, Georgetown, Grand Cayman
Island, British West Indies. Mr. Cooperman has investment
discretion over portfolio investments of Overseas and is deemed
to control said entity.
Advisors also serves as a discretionary investment advisor
to a limited number of institutional clients (the "Managed
Accounts"). As to the Shares owned by the Managed Accounts,
there would be shared power to dispose or to direct the
disposition of such Shares because the owners of the Managed
Accounts may be deemed beneficial owners of such Shares pursuant
to Rule 13d-3 under the Act as a result of their right to
terminate the discretionary account within a period of 60 days.
Mr. Cooperman is the ultimate controlling person of
Associates, Capital LP, Institutional LP, Investors LP, and
Advisors.
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of Mr.
Cooperman, Capital LP, Institutional LP, Investors LP, Overseas,
the Managed Accounts, and Advisors is 88 Pine Street, Wall Street
Plaza - 31st Floor, New York, New York 10005.
Item 2(c) Citizenship:
Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares")
Item 2(e) CUSIP Number: 043628106
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b)
Or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of
1,996,080 Shares which constitutes approximately 6.7% of the
total number of Shares outstanding.
This consists of 545,318 Shares owned by Capital LP;
49,076 Shares owned by Institutional LP; 54,160 Shares owned by
Investors LP; 918,339 Shares owned by Overseas; and 429,187
Shares owned by the Managed Accounts.
<PAGE>
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,566,893
(ii) Shared power to vote or to direct the vote:
429,187
(iii)Sole power to dispose or to direct the
disposition of:
1,566,893
(iv) Shared power to dispose or to direct the
disposition of:
429,187
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
<PAGE>
Item 10. Certification:
By signing below the undersigned certifies that, to the
best of his knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
Issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
DATED: June 2, 1998
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P.,
Omega Capital Investors, L.P., and
as President of Omega Advisors, Inc.
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, LEON G. COOPERMAN, hereby
make, constitute and appoint ALAN M. STARK, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in
my personal capacity or (b) in my capacity as President or in
other capacities with Omega Advisors, Inc. or (c) in my capacity
as Manager of, member of or in other capacities with Omega
Associates, LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating
to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating
to ancillary thereto, including but not limited to, all documents
relating to filings with the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the
rules and regulations promulgated thereunder, including: (1) all
documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (A) any
acquisition statements on Schedule 13D or Schedule 13G and any
amendments thereto, (b) any joint filing agreements pursuant to
Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
This Power of Attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 22nd
day of May, 1998.
/s/ Leon G. Cooperman
LEON G. COOPERMAN
