-----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, C8fy4fcOr+3nYjR+iryLWLEI7SzPQa4+fWsZwJZIHva69+PIh3w9H/uqDboquoib YbTzic+ZJhnFi0S1YOlvWA== 0000950142-99-000031.txt : 19990115 0000950142-99-000031.hdr.sgml : 19990115 ACCESSION NUMBER: 0000950142-99-000031 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990114 GROUP MEMBERS: ASCENT ACQUISITION GROUP, INC. GROUP MEMBERS: CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LTD. GROUP MEMBERS: CP INTERNATIONAL MANAGEMENT SERVICES LTD. GROUP MEMBERS: TRIARC COMPANIES INC GROUP MEMBERS: TRIARC COMPANIES, INC. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51351 FILM NUMBER: 99506443 BUSINESS ADDRESS: STREET 1: 1200 SEVENTEENTH STREET STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303)626-7000 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124513000 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 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). 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 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 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 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 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 (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 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 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 EX-1 2 EXHIBIT 1 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 -----END PRIVACY-ENHANCED MESSAGE-----