7





                       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): September 4, 1996

                        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.)

                                One Tabor Center
                       1200 Seventeenth Street, Suite 2800
                             Denver, Colorado 80202
                     (Address of principal executive office)

                                 (303) 626-7000
               (Registrant's telephone number, including area code)


<PAGE>



Item 5.     Other Events


Election of New Director
- ------------------------

   On September  4, 1996,  Allen E. Flower was elected to the Board of Directors
of Ascent Entertainment Group, Inc. ("Ascent" or the "Company").  Mr. Flower has
been Vice  President,  Chief  Financial  Officer and Acting  Treasurer of COMSAT
Corporation  ("COMSAT")  since November 1995. He was Controller and Acting Chief
Financial  Officer of COMSAT from April 1995 through  November 1995,  Controller
from June 1992 to April 1995 and Vice President,  Finance and  Administration of
Ascent's predecessor, COMSAT Video Enterprises, Inc. from May 1990 to June 1992.


Anticipated  Changes  to  the  Registrant's  Liquidity  and  Capital Resources
- ------------------------------------------------------------------------------

   As previously disclosed,  Ascent anticipates that its proposed acquisition of
the assets and certain liabilities of SpectraVision, Inc. ("SpectraVision") will
be consummated  by the end of the third quarter of 1996, or shortly  thereafter.
Ascent has formed a new  company,  On Command  Corporation,  which will  acquire
SpectraVision and combine it with On Command Video Corporation ("OCV"), Ascent's
84% owned subsidiary  (approximately 79% owned on a fully diluted basis).  After
the transaction,  Ascent will own approximately 57% of the outstanding shares of
Common Stock of On Command Corporation. Prior to closing, Ascent will own all of
the outstanding common stock of On Command Corporation (the "OCC Common Stock").
At closing,  On Command  Corporation will issue 21,750,000  shares of OCC Common
Stock (72.5% of the initial  outstanding OCC Common Stock) to Ascent and the OCV
minority  stockholders on a pro rata basis. On Command Corporation will issue up
to  8,250,000  shares of OCC Common  Stock (the  remaining  27.5% of the initial
outstanding OCC Common Stock to SpectraVision  for distribution  pursuant to its
plan of reorganization (the "Plan").  The shares issued to SpectraVision will be
decreased if  SpectraVision's  working capital is negative by more than $250,000
at closing, and a certain amount of OCC Common Stock will be reserved at closing
in connection  with this possible  adjustment (the "Reserve  Stock").  After the
transaction  (assuming that no OCV stockholders  exercise their appraisal rights
in connection with the transaction and before giving effect to any Reserve Stock
and the exercise of the warrants described below), Ascent will own approximately
57% of the Common Stock.

   In  the  transaction,   On  Command  Corporation  will  also  issue  warrants
representing the right to purchase additional a total of 7,500,000 shares of OCC
Common  Stock  (20% of the  outstanding  Common  Stock,  after  exercise  of the
warrants).  The warrants have a term of seven years and an exercise  price based
upon  $550,000,000  less On Command  Corporation's  outstanding debt at closing,
estimated  currently at  approximately  $90.  Series A Warrants to purchase on a
cashless  basis an aggregate of 1,425,000  shares of Common Stock will be issued
to the former OCV stockholders,  including Ascent; Series B Warrants to purchase
for cash an  aggregate  of  2,625,000  shares of Common  Stock will be issued to
SpectraVision  for distribution  pursuant to the Plan; and a Series C Warrant to
purchase  for cash an  aggregate  of  3,450,000  shares of Common  Stock will be
issued to Gary Wilson Partners in consideration for certain  investment  banking
and advisory services provided in connection with the transactions.  Ascent will
select  five of the  initial  directors  and all of the  initial  officers of On
Command Corporation,  and the Creditors Committee will select two of the initial
directors  of On Command  Corporation,  subject to the  reasonable  approval  of
Ascent.  In  addition,  consummation  of the  transaction  is subject to several
conditions, including, without limitation: On Command Corporation's Registration
Statement on Form S-4, Commission File No. 333-10407, being filed and effective;
and the Plan being confirmed  (which  occurred on September 13, 1996).  Ascent's
Form 8-K reporting the  SpectraVision  acquisition  will be filed within 15 days
after the closing of the transactions.

   Also as  previously  disclosed,  pursuant to the  Corporate  Agreement  dated
December 18, 1995 (the "Corporate  Agreement") between Ascent and COMSAT, Ascent
agreed not to incur any  indebtedness,  other than that under Ascent's  existing
$175 million revolving credit facility (the "Credit Facility") (and refinancings
thereof)  and  indebtedness  incurred in the ordinary  course of business  which
together  shall not exceed  $175  million  in the  aggregate,  without  COMSAT's
consent.  The Corporate Agreement also provides that, for so long as COMSAT owns
at  least  50%  of  Ascent's  outstanding  Common  Stock,  Ascent  will  utilize
reasonable  cash  management  procedures and use its reasonable  best efforts to
minimize the Company's excess cash holdings.

   In  connection  with the  closing of the  SpectraVision  transaction,  and in
consideration  of Ascent's other capital  requirements,  COMSAT has consented to
permit Ascent to incur consolidated  indebtedness  (including indebtedness of On
Command  Corporation)  of up to $216  million  under  the  Corporate  Agreement;
provided, that: (i) no more than $50 million of such indebtedness may constitute
long term debt;  and (ii)  indebtedness  in excess of $175  million  may only be
incurred to satisfy funding  requirements for 1996. Ascent plans to enter into a
new Credit Facility with aggregate  available  borrowings of up to $200 million,
on the terms  described  further below ("Ascent  Credit  Facility").  On Command
Corporation  plans to enter into a separate $125 million credit  facility on the
terms described further below (the "OCC Facility").  Also in connection with the
SpectraVision  transaction,  Ascent and On Command Corporation will enter into a
Corporate  Agreement  (the  "OCC  Corporate  Agreement"),  pursuant  to which On
Command  Corporation will agree, among other things,  that for so long as Ascent
owns  the  largest   percentage  (and  at  least  a  minimum  percentage  to  be
determined),  On Command  Corporation will not incur any  indebtedness,  without
Ascent's  prior written  consent,  other than under the OCC Credit  Facility (as
defined  below) (and  refinancings  thereof)  and  indebtedness  incurred in the
ordinary  course of business which together shall not exceed $100 million in the
aggregate;  provided  that not more than $50  million of such  indebtedness  may
constitute  long term debt. The OCC Corporate  Agreement will also provide that,
for so long as  Ascent  owns the  largest  percentage  (and at  least a  minimum
percentage to be determined) of the  outstanding On Command  Corporation  Common
Stock, On Command Corporation will utilize reasonable cash management procedures
and use its reasonable  best efforts to minimize its excess cash holdings.  As a
consequence,  the  ability of Ascent and On Command  Corporation  to utilize the
Ascent Credit  Facility and the OCC Facility,  respectively,  will be subject to
the limitations described above.

   A primary purpose of the Corporate Agreement is, and a primary purpose of the
OCC  Corporate   Agreement   will  be,  to  require  Ascent  to  coordinate  its
consolidated  capital  requirements  with  COMSAT  so that  COMSAT  can  monitor
compliance with the regulations of the Federal Communications Commission ("FCC")
applicable to the capital structure and debt financing  activities of COMSAT and
its consolidated subsidiaries.  COMSAT is required to submit a financial plan to
the FCC for review annually. Under existing FCC guidelines, COMSAT is subject to
a maximum  long-term debt to total capital ratio of 45%, a limit of $200 million
in short  term  debt and an  interest  coverage  ratio of 2.3 to 1.  COMSAT  has
requested a temporary increase in the interest coverage ratio, which is measured
at year end,  to a minimum of 1.9 to 1 for the 1996 plan year and an increase in
the  short-term  debt limit to $325 million as long as the  financials of Ascent
are  consolidated  with those of COMSAT.  COMSAT has informed Ascent that COMSAT
was in compliance  with both the  long-term  debt to total capital ratio and the
short term debt limit at June 30,  1996,  and expects to be in  compliance  with
those  guidelines and the interest  coverage ratio guideline at year end 1996 if
the short  term debt  limit and the  interest  coverage  ratio are  modified  as
requested.  If the FCC approves  COMSAT's  request,  COMSAT has further informed
Ascent  that it  expects  that the  cash  flows  from  operations  and  COMSAT's
consolidated  short-term borrowing capacity,  including indebtedness  authorized
under the Ascent Credit Facility and the OCC Credit Facility, will be sufficient
to fund COMSAT's  aggregate  consolidated  cash  requirements for the balance of
1996.

   Ascent management  believes that the $216 million aggregate limit and related
restrictions (as described above) on Ascent's consolidated  indebtedness will be
adequate to fund its consolidated  operations  through the end of 1996. A number
of factors could cause Ascent's funding  requirements to differ  materially from
those  projected,  including,  but not limited to, the operating  performance of
Ascent's  subsidiaries,  unanticipated costs associated with consummation of the
SpectraVision   transaction  or  integration   of   SpectraVision's   and  OCV's
businesses,   the  level  of  ticket  sales  and  other   revenues  by  Ascent's
professional sports franchises, and market conditions. Prior to 1997, it will be
necessary  for Ascent to seek  approval  from COMSAT to increase its debt limit,
and for On Command Corporation to seek approval from Ascent to increase its debt
limit. As part of Ascent's 1997 operating and capital planning  process,  Ascent
management  will request that COMSAT  increase  Ascent's debt limit beginning in
January 1997.  There can be no assurance,  however,  that COMSAT will approve an
increase  in  Ascent's  debt  limit.  If Ascent  were not to obtain  approval to
increase  its debt  limit,  Ascent  would be  required  to reduce or  reschedule
planned capital  investments,  reduce cash outlays,  reduce debt, sell assets or
sell equity,  and it is highly unlikely that Ascent would approve an increase in
On Command Corporation's debt limit. If On Command Corporation's debt limit were
not increased,  On Command  Corporation  may be required to reduce or reschedule
planned capital  investments,  reduce cash outlays,  reduce debt, sell assets or
sell equity.

   Finally,  COMSAT has  informed  Ascent that if COMSAT were to fail to satisfy
one or more the FCC  guidelines as of an  applicable  measurement  date,  COMSAT
would be required to seek advance FCC approval of future financing activities on
a case by case  basis.  If such  approval  were  not  granted,  Ascent  could be
required  to reduce or  reschedule  planned  capital  investments,  reduce  cash
outlays, reduce debt or sell assets or equity.


      Ascent Credit Facility
      ----------------------

      In September 1996, Ascent received a commitment from NationsBank of Texas,
N.A.  ("NationsBank")  for a $200  million,  364-day  secured  revolving  credit
facility,  which,  subject  to certain  conditions,  will be  renewable  for two
364-day  periods.  The  Ascent  Credit  Facility  provides  that at no time will
amounts  outstanding under the facility exceed the sum of (a) up to $100 million
(subject  to  the  consent  of the  National  Hockey  League  and  the  National
Basketball  Association) secured by first priority pledges of, and liens on, the
equity  interests  in  all  of  Ascent's  subsidiaries   (excluding  On  Command
Corporation,  the  Colorado  Avalanche,  LLC  and  the  Denver  Nuggets  Limited
Partnership,  but  including  the  subsidiaries  which  own  the  Avalanche  and
Nuggets),  plus (b) 50% of the value of the On Command  Corporation Common Stock
owned by Ascent,  secured by a pledge of such stock.  The Ascent Credit Facility
will contain the covenants and agreements  contained in the Credit Facility,  in
addition to, among other  things,  compliance  by Ascent with certain  financial
covenants,  including a ratio of (x) the sum of undrawn  availability  under the
Ascent Credit Facility plus Ascent's  consolidated  EBITDA (excluding On Command
Corporation)  to (y) Ascent's pro forma cash  interest  expense  (calculated  in
accordance  with the  Ascent  Credit  Facility)  of at least  1.50 to 1.00 until
December 31, 1997,  decreasing to at least 1.10 to 1.00 for the remainder of the
facility.  In addition,  the Ascent Credit  Facility  requires  compliance by On
Command  Corporation  with  certain  financial  covenants,  including  a minimum
consolidated  EBITDA  (calculated in accordance with the Ascent Credit Facility)
of at least  $50  million,  and a  consolidated  ratio of total  debt to  EBITDA
(calculated in accordance with the Ascent Credit Facility) of not more than 3.00
to 1.00 for any fiscal quarter from the closing of the SpectraVision transaction
through fiscal year 1997 and 2.50 to 1.00 for any fiscal quarter thereafter. The
Ascent Credit  Facility will also limit Ascent's  ability to incur  indebtedness
and preclude Ascent from paying cash dividends on the Ascent Common Stock.

      Revolving loans extended under the Ascent Credit  Facility  generally will
bear  interest at either the London  Interbank  Offering Rate  ("LIBOR")  plus a
spread that may range from 2.00% to 2.50%  depending  on  Ascent's  consolidated
ratio of EBITDA  (calculated in accordance  with the Ascent Credit  Facility) to
consolidated  interest  expense or the  greater of the prime rate or the federal
funds rate plus 0.50% plus an applicable percentage. Borrowings under the Ascent
Credit Facility will be subject to certain customary  conditions,  including the
absence of any  events of  default  and of any  material  adverse  change in the
financial  condition of Ascent,  plus  additional  conditions  related to league
consents.  In consideration for the lenders'  commitment under the Ascent Credit
Facility,  Ascent will pay the  lenders an annual  commitment  fee ranging  from
0.25% to 0.5% of the undrawn amount of the Ascent Credit  Facility,  and certain
upfront facility fees.

      On Command Corporation's Credit Facility
      ----------------------------------------

      In September  1996,  On Command  Corporation  received a  commitment  from
NationsBank for an aggregate $125 million credit  facility  consisting of either
of the  following  types of  facilities:  (i) a  364-day  revolving  credit  and
competitive advance facility in the amount of up to $125 million, which, subject
to certain  conditions,  will be renewable for four 364-day periods;  and (ii) a
five year revolving credit and competitive  advance facility in the amount of up
to $125  million;  provided,  that any  amounts  borrowed  under  the five  year
facility  will reduce the amounts  available  under the  364-day  facility.  The
Credit  Facility will contain  customary  covenants and  agreements,  including,
among other things,  compliance by On Command Corporation with certain financial
covenants,  including a  consolidated  ratio of EBITDA to cash interest  expense
(calculated in accordance with the OCC Credit Facility) of at least 4.00 to 1.00
for any four consecutive  fiscal quarters and a consolidated ratio of total debt
to EBITDA  (calculated in accordance  with the OCC Credit  Facility) of not more
than 2.50 to 1.00 for any fiscal  quarter from the Closing  through  fiscal year
1997 and 2.00 to 1.00 for any fiscal quarter thereafter. The OCC Credit Facility
will also limit On Command  Corporation's  ability to incur  indebtedness or pay
dividends,  but will not  preclude  On  Command  Corporation  from  paying  cash
dividends on its Common Stock.

      Revolving loans extended under the OCC Credit Facility generally will bear
interest  at either the LIBOR plus a spread that may range from 0.375% to 0.625%
depending on On Command Corporation's consolidated ratio of total debt to EBITDA
(calculated  in accordance  with the OCC Credit  Facility) or the greater of the
prime rate or the federal  funds rate plus  0.50%.  In  addition,  at On Command
Corporation's  option, it may request bids from the lenders under the OCC Credit
Facility for competitive advance loans with specified maturities,  in which case
On Command Corporation may choose to accept bids in ascending order based on the
interest  rates bid by such lenders.  Borrowings  under the OCC Credit  Facility
will be subject to certain  customary  conditions,  including the absence of any
events of default and of any material adverse change in the financial  condition
of On Command  Corporation.  In consideration for the lenders'  commitment under
the OCC Credit Facility,  On Command  Corporation will pay the lenders an annual
commitment  fee ranging from  0.1875% to 0.25% of the undrawn  amount of the OCC
Credit Facility,  depending on On Command  Corporation's  consolidated  ratio of
total debt to EBITDA  (calculated in accordance  with the OCC Credit  Facility),
and certain other fees.


<PAGE>



                                   SIGNATURES


        Pursuant to the requirements on 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: September 26, 1996


c:\msoffice\winword\files\legal\form8k.909
09/26/96 11:04 AM
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 19161}]
{"company-data": {"conformed-name": "ASCENT ENTERTAINMENT GROUP INC", "cik": "0001002666", "assigned-sic": "4841", "irs-number": "521930707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27192", "film-number": "96634908"}, "business-address": {"street1": "1200 SEVENTEENTH STREET", "street2": "SUITE 2800", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "(303) 626-7000"}, "former-company": {"former-conformed-name": "COMSAT ENTERTAINMENT GROUP INC", "date-changed": "19951025"}}
7

                       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): September 4, 1996

                        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.)

                                One Tabor Center
                       1200 Seventeenth Street, Suite 2800
                             Denver, Colorado 80202
                     (Address of principal executive office)

                                 (303) 626-7000
               (Registrant's telephone number, including area code)
Item 5.     Other Events

Election of New Director
- ------------------------

   On September  4, 1996,  Allen E. Flower was elected to the Board of Directors
of Ascent Entertainment Group, Inc. ("Ascent" or the "Company").  Mr. Flower has
been Vice  President,  Chief  Financial  Officer and Acting  Treasurer of COMSAT
Corporation  ("COMSAT")  since November 1995. He was Controller and Acting Chief
Financial  Officer of COMSAT from April 1995 through  November 1995,  Controller
from June 1992 to April 1995 and Vice President,  Finance and  Administration of
Ascent's predecessor, COMSAT Video Enterprises, Inc. from May 1990 to June 1992.

Anticipated  Changes  to  the  Registrant's  Liquidity  and  Capital Resources
- ------------------------------------------------------------------------------

   As previously disclosed,  Ascent anticipates that its proposed acquisition of
the assets and certain liabilities of SpectraVision, Inc. ("SpectraVision") will
be consummated  by the end of the third quarter of 1996, or shortly  thereafter.
Ascent has formed a new  company,  On Command  Corporation,  which will  acquire
SpectraVision and combine it with On Command Video Corporation ("OCV"), Ascent's
84% owned subsidiary  (approximately 79% owned on a fully diluted basis).  After
the transaction,  Ascent will own approximately 57% of the outstanding shares of
Common Stock of On Command Corporation. Prior to closing, Ascent will own all of
the outstanding common stock of On Command Corporation (the "OCC Common Stock").
At closing,  On Command  Corporation will issue 21,750,000  shares of OCC Common
Stock (72.5% of the initial  outstanding OCC Common Stock) to Ascent and the OCV
minority  stockholders on a pro rata basis. On Command Corporation will issue up
to  8,250,000  shares of OCC Common  Stock (the  remaining  27.5% of the initial
outstanding OCC Common Stock to SpectraVision  for distribution  pursuant to its
plan of reorganization (the "Plan").  The shares issued to SpectraVision will be
decreased if  SpectraVision's  working capital is negative by more than $250,000
at closing, and a certain amount of OCC Common Stock will be reserved at closing
in connection  with this possible  adjustment (the "Reserve  Stock").  After the
transaction  (assuming that no OCV stockholders  exercise their appraisal rights
in connection with the transaction and before giving effect to any Reserve Stock
and the exercise of the warrants described below), Ascent will own approximately
57% of the Common Stock.

   In  the  transaction,   On  Command  Corporation  will  also  issue  warrants
representing the right to purchase additional a total of 7,500,000 shares of OCC
Common  Stock  (20% of the  outstanding  Common  Stock,  after  exercise  of the
warrants).  The warrants have a term of seven years and an exercise  price based
upon  $550,000,000  less On Command  Corporation's  outstanding debt at closing,
estimated  currently at  approximately  $90.  Series A Warrants to purchase on a
cashless  basis an aggregate of 1,425,000  shares of Common Stock will be issued
to the former OCV stockholders,  including Ascent; Series B Warrants to purchase
for cash an  aggregate  of  2,625,000  shares of Common  Stock will be issued to
SpectraVision  for distribution  pursuant to the Plan; and a Series C Warrant to
purchase  for cash an  aggregate  of  3,450,000  shares of Common  Stock will be
issued to Gary Wilson Partners in consideration for certain  investment  banking
and advisory services provided in connection with the transactions.  Ascent will
select  five of the  initial  directors  and all of the  initial  officers of On
Command Corporation,  and the Creditors Committee will select two of the initial
directors  of On Command  Corporation,  subject to the  reasonable  approval  of
Ascent.  In  addition,  consummation  of the  transaction  is subject to several
conditions, including, without limitation: On Command Corporation's Registration
Statement on Form S-4, Commission File No. 333-10407, being filed and effective;
and the Plan being confirmed  (which  occurred on September 13, 1996).  Ascent's
Form 8-K reporting the  SpectraVision  acquisition  will be filed within 15 days
after the closing of the transactions.

   Also as  previously  disclosed,  pursuant to the  Corporate  Agreement  dated
December 18, 1995 (the "Corporate  Agreement") between Ascent and COMSAT, Ascent
agreed not to incur any  indebtedness,  other than that under Ascent's  existing
$175 million revolving credit facility (the "Credit Facility") (and refinancings
thereof)  and  indebtedness  incurred in the ordinary  course of business  which
together  shall not exceed  $175  million  in the  aggregate,  without  COMSAT's
consent.  The Corporate Agreement also provides that, for so long as COMSAT owns
at  least  50%  of  Ascent's  outstanding  Common  Stock,  Ascent  will  utilize
reasonable  cash  management  procedures and use its reasonable  best efforts to
minimize the Company's excess cash holdings.

   In  connection  with the  closing of the  SpectraVision  transaction,  and in
consideration  of Ascent's other capital  requirements,  COMSAT has consented to
permit Ascent to incur consolidated  indebtedness  (including indebtedness of On
Command  Corporation)  of up to $216  million  under  the  Corporate  Agreement;
provided, that: (i) no more than $50 million of such indebtedness may constitute
long term debt;  and (ii)  indebtedness  in excess of $175  million  may only be
incurred to satisfy funding  requirements for 1996. Ascent plans to enter into a
new Credit Facility with aggregate  available  borrowings of up to $200 million,
on the terms  described  further below ("Ascent  Credit  Facility").  On Command
Corporation  plans to enter into a separate $125 million credit  facility on the
terms described further below (the "OCC Facility").  Also in connection with the
SpectraVision  transaction,  Ascent and On Command Corporation will enter into a
Corporate  Agreement  (the  "OCC  Corporate  Agreement"),  pursuant  to which On
Command  Corporation will agree, among other things,  that for so long as Ascent
owns  the  largest   percentage  (and  at  least  a  minimum  percentage  to  be
determined),  On Command  Corporation will not incur any  indebtedness,  without
Ascent's  prior written  consent,  other than under the OCC Credit  Facility (as
defined  below) (and  refinancings  thereof)  and  indebtedness  incurred in the
ordinary  course of business which together shall not exceed $100 million in the
aggregate;  provided  that not more than $50  million of such  indebtedness  may
constitute  long term debt. The OCC Corporate  Agreement will also provide that,
for so long as  Ascent  owns the  largest  percentage  (and at  least a  minimum
percentage to be determined) of the  outstanding On Command  Corporation  Common
Stock, On Command Corporation will utilize reasonable cash management procedures
and use its reasonable  best efforts to minimize its excess cash holdings.  As a
consequence,  the  ability of Ascent and On Command  Corporation  to utilize the
Ascent Credit  Facility and the OCC Facility,  respectively,  will be subject to
the limitations described above.

   A primary purpose of the Corporate Agreement is, and a primary purpose of the
OCC  Corporate   Agreement   will  be,  to  require  Ascent  to  coordinate  its
consolidated  capital  requirements  with  COMSAT  so that  COMSAT  can  monitor
compliance with the regulations of the Federal Communications Commission ("FCC")
applicable to the capital structure and debt financing  activities of COMSAT and
its consolidated subsidiaries.  COMSAT is required to submit a financial plan to
the FCC for review annually. Under existing FCC guidelines, COMSAT is subject to
a maximum  long-term debt to total capital ratio of 45%, a limit of $200 million
in short  term  debt and an  interest  coverage  ratio of 2.3 to 1.  COMSAT  has
requested a temporary increase in the interest coverage ratio, which is measured
at year end,  to a minimum of 1.9 to 1 for the 1996 plan year and an increase in
the  short-term  debt limit to $325 million as long as the  financials of Ascent
are  consolidated  with those of COMSAT.  COMSAT has informed Ascent that COMSAT
was in compliance  with both the  long-term  debt to total capital ratio and the
short term debt limit at June 30,  1996,  and expects to be in  compliance  with
those  guidelines and the interest  coverage ratio guideline at year end 1996 if
the short  term debt  limit and the  interest  coverage  ratio are  modified  as
requested.  If the FCC approves  COMSAT's  request,  COMSAT has further informed
Ascent  that it  expects  that the  cash  flows  from  operations  and  COMSAT's
consolidated  short-term borrowing capacity,  including indebtedness  authorized
under the Ascent Credit Facility and the OCC Credit Facility, will be sufficient
to fund COMSAT's  aggregate  consolidated  cash  requirements for the balance of
1996.

   Ascent management  believes that the $216 million aggregate limit and related
restrictions (as described above) on Ascent's consolidated  indebtedness will be
adequate to fund its consolidated  operations  through the end of 1996. A number
of factors could cause Ascent's funding  requirements to differ  materially from
those  projected,  including,  but not limited to, the operating  performance of
Ascent's  subsidiaries,  unanticipated costs associated with consummation of the
SpectraVision   transaction  or  integration   of   SpectraVision's   and  OCV's
businesses,   the  level  of  ticket  sales  and  other   revenues  by  Ascent's
professional sports franchises, and market conditions. Prior to 1997, it will be
necessary  for Ascent to seek  approval  from COMSAT to increase its debt limit,
and for On Command Corporation to seek approval from Ascent to increase its debt
limit. As part of Ascent's 1997 operating and capital planning  process,  Ascent
management  will request that COMSAT  increase  Ascent's debt limit beginning in
January 1997.  There can be no assurance,  however,  that COMSAT will approve an
increase  in  Ascent's  debt  limit.  If Ascent  were not to obtain  approval to
increase  its debt  limit,  Ascent  would be  required  to reduce or  reschedule
planned capital  investments,  reduce cash outlays,  reduce debt, sell assets or
sell equity,  and it is highly unlikely that Ascent would approve an increase in
On Command Corporation's debt limit. If On Command Corporation's debt limit were
not increased,  On Command  Corporation  may be required to reduce or reschedule
planned capital  investments,  reduce cash outlays,  reduce debt, sell assets or
sell equity.

   Finally,  COMSAT has  informed  Ascent that if COMSAT were to fail to satisfy
one or more the FCC  guidelines as of an  applicable  measurement  date,  COMSAT
would be required to seek advance FCC approval of future financing activities on
a case by case  basis.  If such  approval  were  not  granted,  Ascent  could be
required  to reduce or  reschedule  planned  capital  investments,  reduce  cash
outlays, reduce debt or sell assets or equity.

      Ascent Credit Facility
      ----------------------

      In September 1996, Ascent received a commitment from NationsBank of Texas,
N.A.  ("NationsBank")  for a $200  million,  364-day  secured  revolving  credit
facility,  which,  subject  to certain  conditions,  will be  renewable  for two
364-day  periods.  The  Ascent  Credit  Facility  provides  that at no time will
amounts  outstanding under the facility exceed the sum of (a) up to $100 million
(subject  to  the  consent  of the  National  Hockey  League  and  the  National
Basketball  Association) secured by first priority pledges of, and liens on, the
equity  interests  in  all  of  Ascent's  subsidiaries   (excluding  On  Command
Corporation,  the  Colorado  Avalanche,  LLC  and  the  Denver  Nuggets  Limited
Partnership,  but  including  the  subsidiaries  which  own  the  Avalanche  and
Nuggets),  plus (b) 50% of the value of the On Command  Corporation Common Stock
owned by Ascent,  secured by a pledge of such stock.  The Ascent Credit Facility
will contain the covenants and agreements  contained in the Credit Facility,  in
addition to, among other  things,  compliance  by Ascent with certain  financial
covenants,  including a ratio of (x) the sum of undrawn  availability  under the
Ascent Credit Facility plus Ascent's  consolidated  EBITDA (excluding On Command
Corporation)  to (y) Ascent's pro forma cash  interest  expense  (calculated  in
accordance  with the  Ascent  Credit  Facility)  of at least  1.50 to 1.00 until
December 31, 1997,  decreasing to at least 1.10 to 1.00 for the remainder of the
facility.  In addition,  the Ascent Credit  Facility  requires  compliance by On
Command  Corporation  with  certain  financial  covenants,  including  a minimum
consolidated  EBITDA  (calculated in accordance with the Ascent Credit Facility)
of at least  $50  million,  and a  consolidated  ratio of total  debt to  EBITDA
(calculated in accordance with the Ascent Credit Facility) of not more than 3.00
to 1.00 for any fiscal quarter from the closing of the SpectraVision transaction
through fiscal year 1997 and 2.50 to 1.00 for any fiscal quarter thereafter. The
Ascent Credit  Facility will also limit Ascent's  ability to incur  indebtedness
and preclude Ascent from paying cash dividends on the Ascent Common Stock.

      Revolving loans extended under the Ascent Credit  Facility  generally will
bear  interest at either the London  Interbank  Offering Rate  ("LIBOR")  plus a
spread that may range from 2.00% to 2.50%  depending  on  Ascent's  consolidated
ratio of EBITDA  (calculated in accordance  with the Ascent Credit  Facility) to
consolidated  interest  expense or the  greater of the prime rate or the federal
funds rate plus 0.50% plus an applicable percentage. Borrowings under the Ascent
Credit Facility will be subject to certain customary  conditions,  including the
absence of any  events of  default  and of any  material  adverse  change in the
financial  condition of Ascent,  plus  additional  conditions  related to league
consents.  In consideration for the lenders'  commitment under the Ascent Credit
Facility,  Ascent will pay the  lenders an annual  commitment  fee ranging  from
0.25% to 0.5% of the undrawn amount of the Ascent Credit  Facility,  and certain
upfront facility fees.

      On Command Corporation's Credit Facility
      ----------------------------------------

      In September  1996,  On Command  Corporation  received a  commitment  from
NationsBank for an aggregate $125 million credit  facility  consisting of either
of the  following  types of  facilities:  (i) a  364-day  revolving  credit  and
competitive advance facility in the amount of up to $125 million, which, subject
to certain  conditions,  will be renewable for four 364-day periods;  and (ii) a
five year revolving credit and competitive  advance facility in the amount of up
to $125  million;  provided,  that any  amounts  borrowed  under  the five  year
facility  will reduce the amounts  available  under the  364-day  facility.  The
Credit  Facility will contain  customary  covenants and  agreements,  including,
among other things,  compliance by On Command Corporation with certain financial
covenants,  including a  consolidated  ratio of EBITDA to cash interest  expense
(calculated in accordance with the OCC Credit Facility) of at least 4.00 to 1.00
for any four consecutive  fiscal quarters and a consolidated ratio of total debt
to EBITDA  (calculated in accordance  with the OCC Credit  Facility) of not more
than 2.50 to 1.00 for any fiscal  quarter from the Closing  through  fiscal year
1997 and 2.00 to 1.00 for any fiscal quarter thereafter. The OCC Credit Facility
will also limit On Command  Corporation's  ability to incur  indebtedness or pay
dividends,  but will not  preclude  On  Command  Corporation  from  paying  cash
dividends on its Common Stock.

      Revolving loans extended under the OCC Credit Facility generally will bear
interest  at either the LIBOR plus a spread that may range from 0.375% to 0.625%
depending on On Command Corporation's consolidated ratio of total debt to EBITDA
(calculated  in accordance  with the OCC Credit  Facility) or the greater of the
prime rate or the federal  funds rate plus  0.50%.  In  addition,  at On Command
Corporation's  option, it may request bids from the lenders under the OCC Credit
Facility for competitive advance loans with specified maturities,  in which case
On Command Corporation may choose to accept bids in ascending order based on the
interest  rates bid by such lenders.  Borrowings  under the OCC Credit  Facility
will be subject to certain  customary  conditions,  including the absence of any
events of default and of any material adverse change in the financial  condition
of On Command  Corporation.  In consideration for the lenders'  commitment under
the OCC Credit Facility,  On Command  Corporation will pay the lenders an annual
commitment  fee ranging from  0.1875% to 0.25% of the undrawn  amount of the OCC
Credit Facility,  depending on On Command  Corporation's  consolidated  ratio of
total debt to EBITDA  (calculated in accordance  with the OCC Credit  Facility),
and certain other fees.
SIGNATURES

        Pursuant to the requirements on 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: September 26, 1996

c:\msoffice\winword\files\legal\form8k.909
09/26/96 11:04 AM