-----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, FKxAS/xQwdupOtb6DOarN7dsuNzOhi8quYPLxkJCS+Nl8aiENMlWNM30cVFagn28 8tzomHtrg9gmMhg+dV+R8Q== 0000950142-99-000507.txt : 19990630 0000950142-99-000507.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950142-99-000507 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990629 GROUP MEMBERS: ASCENT ACQUISITION GROUP, LLC 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: 99654796 BUSINESS ADDRESS: STREET 1: 1225 17TH ST STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3033087000 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. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) June 22, 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 7 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 7 SCHEDULE 13D CUSIP NO. 043628-10-6 Page 3 of 7 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 7 SCHEDULE 13D CUSIP NO. 043628-10-6 Page 4 of 7 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 7 SCHEDULE 13D CUSIP NO. 043628-10-6 Page 5 of 7 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 7 Amendment No. 2 to Schedule 13D This Amendment No. 2 to Schedule 13D is filed by the undersigned to amend Schedule 13D, filed on November 16, 1998 (the "Original Filing") and Amendment No. 1 to Schedule 13D, filed on January 14, 1999 ("Amendment No. 1"). Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in Amendment No. 1. Item 4. Purpose of Transaction. Item 4 is hereby amended by deleting the second paragraph of Item 4 in its entirety and by addition of the following: Following an announcement by the Issuer that it had entered into an agreement to sell its interests in two Denver professional sports teams and the Pepsi Center Arena for $400 million, certain shareholders filed law suits seeking to block the sale (collectively, the "Shareholder Actions"). Under the terms of an agreement to settle and dismiss the claims in the Shareholder Actions (the "Settlement Agreement"), the Issuer has agreed, among other things, to solicit new offers for the purchase of the aforementioned assets and to cause Peter W. May, President and Chief Executive Officer of Triarc, a member of Group LLC, to become a member of the Board of Directors of the Issuer no later than one week following the execution of the Settlement Agreement and to serve on a committee that will determine the terms and conditions of the severance of Charles Lyons, the current Chief Executive Officer and Chairman of the Board of Directors of the Issuer, from the Issuer. Except as set forth above, none of the Reporting Persons currently has any plans or proposals, though each Reporting Person reserves the right to subsequently devise or implement plans or proposals, which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above. Page 6 of 7 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: June 28, 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 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----