-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RMBGN+6M3f/59lynlcSp7uZQmZqJbsMJBCK1J5Yllm7Rf72xd52VS1sVQ+pelSg5 P6jZxDGWpV6KDKdfL9pa/w== 0001002666-99-000002.txt : 19990125 0001002666-99-000002.hdr.sgml : 19990125 ACCESSION NUMBER: 0001002666-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: FILED AS OF DATE: 19990122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASCENT ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001002666 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 521930707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27192 FILM NUMBER: 99511476 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-308-7000 MAIL ADDRESS: STREET 1: 1200 SEVENTEENTH ST STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: COMSAT ENTERTAINMENT GROUP INC DATE OF NAME CHANGE: 19951025 8-K 1 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): JANUARY 20, 1999 ASCENT ENTERTAINMENT GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-27192 52-1930707 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) Identification No.) 1225 Seventeenth Street, Suite 1800 Denver, Colorado 80202 (Address of principal executive offices) (303) 308-7000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On January 20, 1999, Ascent Entertainment Group, Inc. ("Ascent") sold 90% of the membership interests in its Beacon Communications LLC subsidiary ("Beacon") to two entities (the "Buyers") controlled by Beacon's management and venture capital investors. The purchase price for the 90% interest was $19 million in cash, net of certain adjustments, after which Ascent received approximately $16 million at closing. Ascent is also entitled to receive future cash consideration of approximately $1 million, which Ascent expects to receive in the first quarter 1999. After the sale, Ascent has no future obligations to fund any of Beacon's liabilities or film development or production commitments. The 10% interest in Beacon being retained by Ascent is subject to limited purchase and sale options between Ascent and the Buyers at a price proportionate to the purchase price. In the first quarter 1999, Ascent expects to report a gain of approximately $5 million on the transaction. SOME OF THE STATEMENTS IN THIS FORM 8-K ARE FORWARD-LOOKING AND RELATE TO ANTICIPATED FUTURE OPERATING RESULTS. FORWARD-LOOKING STATEMENTS ARE BASED UPON ASCENT'S MANAGEMENT'S CURRENT ASSUMPTIONS, WHICH MAY BE AFFECTED BY SUBSEQUENT DEVELOPMENTS AND BUSINESS CONDITIONS, AND NECESSARILY INVOLVE RISKS AND UNCERTAINTIES. THEREFORE, THERE CAN BE NO ASSURANCE THAT ACTUAL FUTURE RESULTS WILL NOT DIFFER MATERIALLY FROM ANTICIPATED RESULTS. READERS SHOULD REFER TO ASCENT'S OTHER DISCLOSURE DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND QUARTERLY REPORTS ON FORM 10-Q FOR THE FISCAL QUARTERS ENDED OCTOBER 31, 1998, JUNE 30, 1998, AND MARCH 31, 1998, FOR SPECIFIC DETAILS ON SOME OF THE FACTORS THAT MAY AFFECT OPERATING RESULTS. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASCENT ENTERTAINMENT GROUP, INC. By:/s/ Arthur M. Aaron Arthur M. Aaron Vice President, Business and Legal Affairs Date: January 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----