<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 2001

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from n/a to n/a

                                 ---------------

                         Commission File Number 0-27192

                        ASCENT ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                             52-1930707
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               12300 Liberty Blvd.
                            Englewood, Colorado 80112
                     (Address of principal executive office)

                                 (720) 875-5400
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X(*)]

The number of shares outstanding of the Registrant's Common Stock as of
September 30, 2001 was 1,000 shares.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H OF FORM 10-Q
AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT

(*) The Registrant filed a Form 15 with the Securities and Exchange Commission
    on June 8, 2000 and is no longer subject to such filing requirements. This
    filing is being made in accordance with the requirements of the Registrant's
    Indenture for its 11.875% Senior Secured Notes.



<PAGE>

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

                        ASCENT ENTERTAINMENT GROUP, INC.
            (A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<Table>
<Caption>
                                                             SEPTEMBER 30,   DECEMBER 31,
                                                                 2001            2000
                                                             -------------   ------------
                                                                    (In thousands)
<S>                                                          <C>             <C>
ASSETS
Current Assets:
     Cash and cash equivalents                                 $ 252,375      $ 309,851
     Receivables, net                                             36,126         36,959
     Prepaid expenses                                              3,020          1,929
     Net assets of discontinued operations                            --          6,065
                                                               ---------      ---------
       Total current assets                                      291,521        354,804
                                                               ---------      ---------

Property and equipment, net                                      324,481        317,411
Goodwill, net                                                     80,028         83,669
Other investments (Note 5)                                        70,142          1,563
Deferred income taxes                                             23,587         17,956
Other assets, net                                                  7,306         13,013
                                                               ---------      ---------
Total Assets                                                   $ 797,065      $ 788,416
                                                               =========      =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
     Accounts payable                                          $  27,428      $  41,627
     Payable to stockholder and other related parties, net        45,982         34,166
     Other taxes payable                                           4,789          4,020
     Accrued compensation                                          5,765          8,940
     Other accrued liabilities                                     5,971         17,472
     Note payable (Note 5)                                        44,999             --
     Current portion of capital lease obligations                    704            704
                                                               ---------      ---------
       Total current liabilities                                 135,638        106,929
                                                               ---------      ---------

Long-term debt (Note 7)                                          470,174        426,396
Obligations under capital leases and other
   long-term liabilities                                           1,636          1,332
                                                               ---------      ---------
Total liabilities                                                607,448        534,657
                                                               ---------      ---------

Minority interest                                                 14,713         54,816
Commitments and contingencies (Note 8)                                --             --

Stockholder's equity (Note 9):
     Preferred stock, par value $.01 per
       share, no shares authorized at December 31, 2000
       and at June 30, 2001                                           --             --
     Common stock, par value $.01 per share,
       50,000 shares authorized, and 1,000 shares
       issued and outstanding at December 31, 2000 and
       September 30, 2001                                              1              1

   Additional paid-in capital                                    326,275        307,509
   Accumulated deficit                                          (151,372)      (108,567)
                                                               ---------      ---------
        Total stockholder's equity                               174,904        198,943
                                                               ---------      ---------
Total Liabilities and Stockholder's Equity                     $ 797,065      $ 788,416
                                                               =========      =========
</Table>


See accompanying notes to these unaudited consolidated financial statements.


                                       2
<PAGE>

                        ASCENT ENTERTAINMENT GROUP, INC.
            (A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)

                      Consolidated Statements of Operations
                                   (Unaudited)

<Table>
<Caption>
                                                     THREE MONTHS ENDED SEPTEMBER 30,            NINE MONTHS ENDED SEPTEMBER 30,
                                                       2001                  2000                  2001                  2000
                                                     ---------             ----------            ---------             ---------
                                                                                   (In thousands)
<S>                                                  <C>                   <C>                   <C>                   <C>
Revenues                                             $  58,322             $  68,832             $ 183,874             $ 199,565
                                                     ---------             ---------             ---------             ---------

Operating expenses:
     Cost of services                                   45,341                51,310               153,136               144,643
     Depreciation and amortization                      21,208                21,835                63,496                64,922
     General and administrative                           (141)                  629                 8,092                18,397
                                                     ---------             ---------             ---------             ---------
         Total operating expenses                       66,408                73,774               224,724               227,962
                                                     ---------             ---------             ---------             ---------

Loss from continuing operations before
   interest, taxes and minority interest                (8,086)               (4,942)              (40,850)              (28,397)

Interest and other income, net                           2,365                 4,916                 4,964                 6,439
Interest expense                                       (10,304)              (10,070)              (32,129)              (26,968)
                                                     ---------             ---------             ---------             ---------

Loss from continuing operations before
   taxes and minority interest                         (16,025)              (10,096)              (68,015)              (48,926)

Income tax benefit                                       3,318                 3,921                 4,668                 4,124
Minority  interest in loss of subsidiary,
   net of taxes                                          4,631                 3,703                20,900                 8,725
                                                     ---------             ---------             ---------             ---------


Loss from continuing operations                         (8,076)               (2,472)              (42,447)              (36,077)

Income (loss) from discontinued
   operations, net taxes (Note 4)                         (268)                1,710                  (358)               10,591

Gain from sale of discontinued
   operations, net of taxes (Note 4)                        --               141,892                    --               140,270
                                                     ---------             ---------             ---------             ---------

Net income (loss)                                    $  (8,344)            $ 141,130             $ (42,805)            $ 114,784
                                                     =========             =========             =========             =========
</Table>

See accompanying notes to these unaudited consolidated financial statements.


                                       3
<PAGE>

                        ASCENT ENTERTAINMENT GROUP, INC.
            (A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<Table>
<Caption>
                                                                            NINE MONTHS ENDED SEPTEMBER 30,
                                                                               2001                  2000
                                                                            ---------             ---------
                                                                                     (In thousands)
<S>                                                                         <C>                   <C>
Operating activities:
     Net income (loss)                                                      $ (42,805)            $ 114,784
     Adjustments  to  reconcile  net income  (loss) to net cash
       provided by (used in) continuing operations:
         (Income) loss from discontinued operations, net                          358               (10,591)
         Gain from sale of discontinued operations, net                            --              (140,270)
         Depreciation and amortization                                         63,496                64,922
         Minority interest in losses of subsidiary                            (20,900)               (8,725)
         Interest accretion on Senior Secured Notes                            16,278                14,285
         Changes in operating assets and liabilities                          (43,939)               (6,329)
                                                                            ---------             ---------


     Net cash provided by (used in) operating activities of
        continuing operations                                                 (27,512)               28,076
     Net cash provided by (used in) discontinued operations                     5,707                (5,903)
                                                                            ---------             ---------
     Net cash provided by (used in) operating activities                      (21,805)               22,173
                                                                            ---------             ---------

Investing activities:
     Proceeds from sale of Beacon Communications, LLC                              --                 2,111
     Proceeds from sale of Sports-related businesses                               --               267,661
     Proceeds from sale of Livewire Network Services                           31,738                    --
     Purchase of property and equipment                                       (78,122)              (83,593)
     Investments in unconsolidated entities and notes receivable              (15,980)               (3,000)
                                                                            ---------             ---------

     Net cash provided by (used in) investing activities                      (62,364)              183,179
                                                                            ---------             ---------

Financing activities:
     Proceeds from borrowings under OCC credit facility                        42,500               255,133
     Repayment of borrowing under OCC credit facility                         (15,000)             (210,000)
     Payments on obligations under capital lease                                 (807)               (2,049)
                                                                            ---------             ---------
Net cash provided by financing activities                                      26,693                43,084
                                                                            ---------             ---------

Net decrease in cash and cash equivalents                                     (57,476)              248,436

Cash and cash equivalents, beginning of period                                309,851                60,384
                                                                            ---------             ---------

Cash and cash equivalents, end of period                                    $ 252,375             $ 308,820
                                                                            =========             =========

Supplemental cash flow information:
     Interest paid, net of interest capitalized                             $  15,196             $   7,787
                                                                            =========             =========

     Income taxes paid                                                      $     742             $     356
                                                                            =========             =========
</Table>

See accompanying notes to these unaudited consolidated financial statements.


                                       4
<PAGE>

                        ASCENT ENTERTAINMENT GROUP, INC.
            (A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)

             Consolidated Statements of Comprehensive Income (Loss)
                                   (Unaudited)


<Table>
<Caption>
                                               THREE MONTHS ENDED SEPTEMBER 30,         NINE MONTHS ENDED SEPTEMBER 30,
                                                  2001                 2000                2001                 2000
                                                --------             --------            --------             --------
                                                                             (In thousands)
<S>                                            <C>                   <C>                <C>                   <C>
Net income (loss)                               $ (8,344)            $141,130            $(42,805)            $114,784

Other comprehensive loss, net of tax                  --                   --                  --                   --
                                                --------             --------            --------             --------

Comprehensive income (loss)                     $ (8,344)            $141,130            $(42,805)            $114,784
                                                ========             ========            ========             ========
</Table>

See accompanying notes to these unaudited consolidated financial statements.


                                       5
<PAGE>

                        ASCENT ENTERTAINMENT GROUP, INC.
            (A WHOLLY-OWNED SUBSIDIARY OF LIBERTY MEDIA CORPORATION)
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1. GENERAL

     The accompanying unaudited consolidated financial statements have been
prepared by Ascent Entertainment Group, Inc. ("Ascent" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "Commission"). These financial statements should be read in the context of
the consolidated financial statements and notes thereto filed with the
Commission in the Company's 2000 Annual Report on Form 10-K. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been included or
omitted pursuant to such regulations. The accompanying consolidated financial
statements reflect all adjustments and disclosures which are, in the opinion of
management, necessary for a fair presentation. All such adjustments are of a
normal recurring nature. The results of operations for the interim periods are
not necessarily indicative of the results for the entire year.

2. ORGANIZATION AND BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
Ascent and its majority-owned subsidiary, On Command Corporation ("OCC"). The
Company's discontinued operations are comprised of the results of (1) the
Company's former entertainment segment, which included the Denver Nuggets, the
Colorado Avalanche and Ascent Arena Company (the "Arena Company"), the owner and
manager of the Pepsi Center, (collectively the "Sports-related businesses"),
which the Company sold in July 2000 (see Note 4); (2) the Company's former
subsidiary, Beacon Communications, LLC ("Beacon"), in which a 90% interest was
sold in January 1999 and the remainder in July 2000; and (3) the Company's
former subsidiary Livewire Network Services, LLC ("LNS"), which was sold to
Liberty Livewire Corporation (LiveWire), a majority-owned subsidiary of Liberty,
on September 4, 2001. As of September 30, 2001, the Company, through OCC, is the
leading provider (as measured by number of hotel rooms served) of in-room,
on-demand video entertainment and information services to the lodging industry.

     On February 22, 2000, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Liberty Media Corporation ("Liberty") and
Liberty AEG Acquisition, Inc. ("Merger Sub"), an indirect wholly-owned
subsidiary of Liberty. Pursuant to the Merger Agreement, Merger Sub commenced a
tender offer (the "Offer"), offering Ascent stockholders $15.25 in cash for each
share of Ascent common stock. Liberty commenced the Offer on February 29, 2000
which expired at midnight on March 27, 2000 whereupon approximately 25.2 million
shares of Ascent common stock were validly tendered and not withdrawn pursuant
to the Offer. On March 28, 2000, Merger Sub accepted for payment all shares of
Ascent common stock tendered, which constituted approximately 85% of the total
outstanding shares of Ascent common stock. Merger Sub purchased such shares at
an aggregate purchase price of approximately $385 million with funds contributed
to it by Liberty from its cash on hand. Under the terms of the Merger Agreement,
Merger Sub was merged with and into Ascent (the "Merger") on June 8, 2000. At
the time of the Merger, Ascent became an indirect, wholly-owned subsidiary of
Liberty and all outstanding shares not owned by Liberty with respect to which
appraisal rights were not properly exercised were converted into the right to
receive $15.25 per share in cash on the terms and conditions set forth in the
Merger Agreement. Pursuant to the Merger, the charter of Merger Sub immediately
prior to the Merger became the charter of the Company effective upon the Merger,
each outstanding share of the Company's common stock held by Liberty or Merger
Sub was canceled and each outstanding share of common stock of Merger Sub was
converted into a share of Common Stock of the Company. There are 1,000 shares of
Common Stock of the Company outstanding, all of which are held indirectly by
Liberty. During 2000, the Company expensed approximately $8.4 million of costs
associated with the Merger Agreement, primarily investment banker and legal
costs, and has included these costs in general and administrative expenses
during the year ended December 31, 2000.

     In connection with this Merger, Liberty did not push down the purchase
consideration since the Company's outstanding Senior Secured Notes are publicly
held.


                                       6
<PAGE>

     3. NEW ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
which requires the use of the purchase method and eliminates the option of using
the pooling-of-interests method of accounting for all business combinations. The
provisions in this statement apply to all business combinations initiated after
June 30, 2001, and all business combinations accounted for using the purchase
method for which the date of acquisition is July 1, 2001, or later. The Company
does not believe the adoption of this statement will have a material impact on
the Company's financial position, results of operations or cash flows.

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" which requires that all
intangible assets acquired, other than those acquired in a business combination,
be initially recognized and measured based on the asset's fair value. In
addition, the intangible asset should be amortized based upon its useful life.
If the intangible asset is determined to have an indefinite useful life, it
shall not be amortized until its useful life can be determined. Management has
not determined the potential impact that this statement will have on the
Company's financial position, results of operations or cash flows.

     In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" which requires that the
fair value of a liability for an asset retirement obligation be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made. The statement also requires that the associated asset retirement costs are
capitalized as part of the carrying amount of the long-lived asset. This
statement is effective for financial statements issued for periods beginning
after June 15, 2002. The Company does not believe the adoption of this statement
will have a material impact on the company's financial position, results of
operations or cash flows.

     In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supercedes prior statements that address the disposal of a
segment of a business, and eliminates the exception to consolidation for
subsidiaries for which control is likely to be temporary. This statement retains
the prior statements fundamental provisions for the recognition and measurement
of impairment of long-lived assets to be held and used, as well as the
measurement of long-lived assets to be disposed of by sale. The statement is
effective for fiscal years beginning after December 15, 2001. The Company does
not believe the adoption of this statement will have a material impact on the
Company's financial position, results of operations or cash flows.

4. DISCONTINUED OPERATIONS

     Beacon - On January 20, 1999, the Company sold ninety percent of the
membership interests in Beacon to an investment group which included Beacon's
Chairman and Chief Executive Officer. The purchase price for the 90% interest
was $19 million in cash, net of certain adjustments, after which Ascent received
approximately $15.9 million at closing. In July 2000, the Company exercised its
option pursuant to an Option Agreement to require the investment group to
purchase Ascent's remaining 10% interest in Beacon. Subsequently, on July 3,
2000, the Company received $2.1 million in cash in accordance with the terms of
the Option Agreement and assigned its interest in Beacon to the investment
group. The Company recognized a gain of approximately $1.7 million, net of
taxes, during the third quarter of 2000 in connection with the sale of its
interest in Beacon.

     Sports-related businesses - On April 24, 2000, the Company entered into a
definitive Purchase and Sale Agreement (the "Sports Sale Agreement") to sell the
Sports-related businesses to a group of entities controlled by E. Stanley
Kroenke (the "Kroenke entities"). On July 6, 2000, the Company consummated the
sale of its Sports-related businesses to the Kroenke entities for approximately
$267.7 million in net cash proceeds. In addition, the Kroenke entities assumed
approximately $136.2 million in outstanding nonrecourse Arena Note obligations.
An indirect wholly owned subsidiary of Liberty retained an approximate 6.5%
interest in the Sports-related businesses, with an agreed upon valuation of
approximately $18.7 million.

      Livewire Network Services - LNS was formed on November 15, 2000 to acquire
the assets of the Company's former Ascent Network Services ("ANS") division. On
January 5, 2001, all of the assets used in connection with the ANS business were
transferred to LNS, a wholly owned subsidiary of the Company. The Company
transferred a


                                       7
<PAGE>


1% ownership interest in LNS to Liberty LiveWire Corporation (LiveWire), a
majority-owned subsidiary of Liberty, in exchange for $300,000 in cash and the
Company and LiveWire became parties to the Operating Agreement of LNS. Under the
Purchase Agreement between the Company and LiveWire, the Company and LNS
executed a Contribution and Assumption Agreement pursuant to which LNS assumed
all liabilities, obligations and commitments of the Company relating to the ANS
business, whether before or after January 5, 2001. On September 4, 2001, the
Company transferred the remaining 99% ownership interest in LNS to Liberty
LiveWire Corporate for $31,738,165. The excess of the cash received over the
carrying amount of the LNS assets has been reflected as an increase to equity,
net of related taxes, in the accompanying consolidated financial statements.

     Income from the Company's discontinued operations, net of taxes, is as
follows (amounts in thousands):

     NINE MONTHS ENDED SEPTEMBER 30, 2001

<Table>
<Caption>
                Sports-related
                 businesses           LNS                  Total
<S>             <C>                <C>                   <C>
Revenue             $  --          $   14,558            $ 14,558
                    =====          ==========            ========
Net loss            $  --          $     (358)           $   (358)
                    =====          ==========            ========
</Table>

     NINE MONTHS ENDED SEPTEMBER 30, 2000

<Table>
<Caption>
                    Sports-related
                     businesses              LNS                Total
<S>                 <C>                   <C>                 <C>
Revenue               $117,050            $ 16,353            $133,403
                      ========            ========            ========

Net income            $  3,631            $  6,960            $ 10,591
                      ========            ========            ========
</Table>

5. OTHER INVESTMENTS

     On March 30, 2001, OCC completed a $20 million investment in convertible
preferred stock of STSN, Inc. ("STSN"), a high-speed broadband Internet access
provider for hotels. In connection with this investment, OCC advanced $15
million in cash and converted a $5 million Convertible Promissory Note in
consideration for a 9.7% equity interest in STSN. OCC previously recorded the
Convertible Promissory Note as a note receivable in the December 31, 2000
consolidated financial statement. OCC uses the cost method to account for this
investment. Other strategic investors in STSN include Marriott International,
Inc. ("Marriott"), a hotel company and major customer of OCC, and Siemens
Corporation, a German corporation which, among many other things, manufactures
electronic equipment and supplies. STSN has an exclusive contract with Marriott
to provide its in-room services to Marriott hotels.

     During the third quarter of 2001 and pursuant to a Subscription Agreement,
the Company purchased 9,000 shares of common stock of Sky Global Networks, Inc.
("SNG"), a subsidiary of The News Corporation Limited ("News Corp"). As
consideration for such shares, the Company delivered to SGN a note payable in
the amount of $45 million (the "SNG Note"). In connection with this purchase,
the Company entered into a put right agreement with SGN and News Corp. This put
right agreement gives the Company the right to put the shares of SNG back to SGN
for $45 million in cash in the event certain specified events have not occurred
by October 31, 2001 (the "Termination Date"). The specified events did not occur
by the Termination Date, and the Company has notified SGN of its intent to
exercise its put right. This transaction closed on November 13, 2001. On such
date, the Company repaid the SGN Note, and immediately thereafter, SGN purchased
the 9,000 SGN shares from the Company for $45 million.


                                       8
<PAGE>

6. ACQUISITIONS

     On February 28, 2001, pursuant to a stock purchase agreement between OCC
and Hotel Digital Network, Inc. ("DMN"), for aggregate consideration of
approximately $1.7 million (which consisted primarily of the conversion of a
$1.4 million promissory note and accrued interest thereon), DMN issued to OCC
common stock equal to 80% of the equity interests in DMN, on a fully diluted
basis, and approximately 85% of the voting securities of DMN. OCC previously
recorded the promissory note as a note receivable in the December 31, 2000
consolidated financial statement. The acquisition has been accounted for using
the purchase method of accounting. Accordingly, the excess purchase price over
the fair market value of net tangible assets acquired was allocated to goodwill
and is being amortized over five years. In addition, OCC has agreed to fund
additional contributions up to $2.7 million towards future operations. The
operating results of DMN are included in OCC's consolidated financial statements
of operations from the date of acquisition.

7. LONG-TERM DEBT

<Table>
<Caption>
                                                       SEPTEMBER 30,       DECEMBER 31,
                                                           2001                2000
                                                       -------------       ------------
                                                                (IN THOUSANDS)
<S>                                                    <C>                 <C>
Senior Secured Discount Notes, 11.875%,
    due 2004, net of unamortized discount of
    $29,109 and $45,387                                  $195,541            $179,263
OCC Revolving Credit Facility, variable rate,
    due 2005                                              274,633             247,133
                                                         --------            --------
Total Long Term Debt                                     $470,174            $426,396
                                                         ========            ========
</Table>

    Senior Secured Discount Notes ("Senior Notes") - As discussed in Note 6 to
the Company's 2000 Consolidated Financial Statements, under the terms of the
Senior Notes, to the extent that within one year of the sale of the
Sports-related businesses (see Note 4), Ascent did not use the net cash proceeds
for certain permitted uses under the Senior Note Indenture, Ascent was required
to use all remaining proceeds to offer to repurchase the Senior Notes at 100% of
their accreted value.

     Pursuant to the foregoing provision of the Senior Notes and effective July
30, 2001, the Company commenced an Offer to Purchase up to $124 million in
accreted value of the Senior Notes. Under the Offer to Purchase, registered
holders of the Senior Notes had the right to require the Company to repurchase
the Senior Notes on a pro rata basis up to $124 million in accreted value for a
cash purchase price equal to 100% of the accreted value thereof on August 28,
2001. The purchase price was $861.64 per $1,000 principal amount at maturity of
the Senior Notes. The Offer to Purchase was not conditioned on any minimum
principal amount of Senior Notes being tendered. The Offer to Purchase expired
on August 28, 2001, and no Senior Notes were tendered.

     OCC Credit Facilities - On March 27, 2001, OCC entered into an amendment to
the Revolving Credit Facility. As amended, the Revolving Credit Facility
provides for maximum commitments of up to $320 million, subject to OCC's
compliance with certain financial covenants and other customary conditions. OCC
entered into a second amendment on August 29, 2001, when the total commitments
were further reduced from $320 million to $300 million. The Revolving Credit
Facility matures in July 2005 and, subject to certain conditions, can be renewed
for two additional years.

     Borrowings under the Revolving Credit Facility bear interest at the London
Interbank Offering Rate plus a spread ranging from 1.10% to 2.25% depending on
certain financial ratios of the Company. In addition, OCC must pay a facility
fee ranging from 0.15% to 0.50% per annum on the daily amount of the outstanding
commitments under the Revolving Credit Facility, payable in arrears and at
maturity. The Revolving Credit Facility contains customary covenants, most
notably the inclusion of restrictions on OCC's ability to pay dividends or make
other distributions, as well as maintaining minimum leverage and interest
coverage ratios. In addition to the limitations on borrowing contained in the
Revolving Credit Facility, certain covenants in the public indebtedness of
Ascent effectively prevent OCC's indebtedness under its Revolving Credit
Facility from exceeding an aggregate of $275 million so long as such public
indebtedness of Ascent is outstanding. OCC was in compliance with its bank
covenants as of September 30, 2001.


                                       9
<PAGE>

8. CONTINGENCIES

     In September 1998, On Command Video Corporation ("OCV"), a subsidiary of
OCC, filed suit against Maginet Corporation ("Maginet"), in the Superior State
Court of California, County of Santa Clara Case No. CV776723, for past due
royalties and for judicial declaration that the license agreement between OCV
and Maginet was terminated by Maginet's material breach. Maginet counter-claimed
against OCV, alleging that OCV breached the license agreement, and alleging
various torts by OCV in its relationship with Maginet. On January 4, 2001, OCC
signed a settlement agreement with Maginet. In exchange for the (i) contribution
of 100% of OCC's equity interest in various Asia-Pacific subsidiaries, (ii)
payment of $1.0 million in cash, and (iii) issuance of 275,000 shares of OCC's
common stock, OCC received a 7.5% minority interest in Maginet. OCC also agreed
that Maginet will have the option during the period of 15 days beginning on the
second anniversary of the execution of the settlement agreement to cause OCC to
repurchase all, but not less than all, of the shares of OCC's common stock
issued to Maginet at a price per share of $15.00. This obligation will terminate
if OCC's common stock closes at or above $15.00 per share on any ten consecutive
trading days prior to the second anniversary of the execution of the settlement
agreement and the shares of OCC's common stock held by Maginet are freely
tradable by Maginet during such time, either because a registration statement
covering those shares is effective or the shares are saleable pursuant to an
exemption under the Securities Act. Due to the existence of the foregoing
purchase price contingency, OCC has recorded the shares issued to Maginet at the
specified amount of $15.00 per share. OCC estimated the fair value of its 7.5%
minority interest at approximately $5.3 million, which resulted in a charge of
approximately $4.8 million recorded in the fourth quarter of 2000, and an
additional charge of $3.7 million recorded in the first quarter of 2001. This
additional charge was the result of a change in the estimate of the amount of
inter-company debt to be forgiven in connection with the settlement.

     The settlement agreement was finalized on March 1, 2001. As a result the
results of operations of the Asia-Pacific subsidiaries have been excluded from
OCC's consolidated operating results since February 28, 2001.

     The Company is a defendant, and may be a potential defendant, in lawsuits
and claims arising in the ordinary course of its business. While the outcomes of
such claims, lawsuits, or other proceedings cannot be predicted with certainty,
management expects that such liability, to the extent not provided for by
insurance or otherwise, will not have a material adverse effect on the financial
condition of the Company.

9. STOCKHOLDERS' EQUITY

Series B and C Preferred Stock

     Pursuant to Preferred Stock Agreements dated March 5, 2001 and April 23,
2001 between the Company and OCC, OCC sold 15,000 newly issued shares of its
Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), and 10,000 shares of its Series C Cumulative
Redeemable Preferred Stock, par value $.01 per share (The "Series C Preferred
Stock"), (collectively, the "Redeemable Preferred Stock"), for cash
consideration of $15 million and $10 million, respectively.

     The liquidation preference (the "Liquidation Preference") of each share of
the Redeemable Preferred Stock as of any date of determination is equal to the
sum of (a) the stated value per share of $1,000, plus (b) an amount equal to all
dividends accrued on such shares that have been added to and remain a part of
the Liquidation Preference as of such date, plus (c) for purposes of the
liquidation and redemption provisions of the Redeemable Preferred Stock, an
amount equal to all unpaid dividends accrued on the sum of the amounts specified
in clauses (a) and (b) above during the period from and including the
immediately preceding dividend payment date to but excluding the date in
question.

     The holders of Redeemable Preferred Stock are entitled to receive
cumulative dividends, when and as declared by OCC, in preference to dividends on
junior securities, including the common stock and the Series A Preferred Stock,
and ratably on dividends to parity securities. Dividends accrue on the Series B
Preferred Stock on a daily basis at the rate of 8.5% per annum of the
Liquidation Preference from and including March 5, 2001 to but excluding April
15, 2001 and at the rate of 12% per annum of the Liquidation Preference
thereafter. Dividends accrue on the Series C Preferred Stock on a daily-basis at
the rate of 12% per annum of the Liquidation Preference. Accrued dividends on
the Series B Preferred Stock are payable monthly, in cash. Accrued dividends on
the Series C


                                       10
<PAGE>

Preferred Stock are payable quarterly, in cash. Dividends not paid on any
dividend payment date are added to the Liquidation Preference on such date and
remain a part of the Liquidation Preference until such dividends are paid.

     Upon any liquidation, dissolution or winding up of OCC, the holders of
Redeemable Preferred Stock are entitled to receive, from the assets of OCC
available for distribution to stockholders, an amount in cash per share equal to
the Liquidation Preference of a share of Redeemable Preferred Stock, after
payment is made on any senior securities and before any distribution or payment
is made on any junior securities, which payment will be made ratably among the
holders of Redeemable Preferred Stock and the holders of any parity securities.

     Shares of Redeemable Preferred Stock are redeemable at the option of OCC at
any time after the issuance date at a redemption price per share payable in cash
equal to the Liquidation Preference of such share on the redemption date. Any
redemptions by OCC are required to be made pro rata if less than all shares of
Redeemable Preferred Stock are to be redeemed.

Series D Preferred Stock

     On June 29, 2001, pursuant to a Preferred Stock Agreement between the
Company and OCC (the "Series D Purchase Agreement"), OCC authorized for issuance
60,000 shares of its Cumulative Convertible Redeemable Preferred Stock, Series
D, par value $.01 per share (the "Series D Preferred Stock") to Ascent in
consideration of $60 million in cash. The Series D Purchase Agreement states
that the shares are issuable in three sub-series, Series D-1, Series D-2, and
Series D-3, each with an aggregate authorized amount of $20 million in stated
value. The Series D-1 shares were issued on June 29, 2001, the Series D-2 shares
were issued after August 2, 2001, and the Series D-3 shares were issued on
October 18, 2001. Shares of Series D Preferred Stock are convertible on or after
December 31, 2002 at the option of the holder, into OCC's common stock at a
conversion price of $7.55 per share of common stock.

     The liquidation preference (the "Series D Liquidation Preference") of each
share of Series D Preferred Stock as of any date of determination is equal to
the sum of (a) the stated value per share of $1,000, plus (b) an amount equal to
all dividends accrued on such shares that have been added to and remain a part
of the Series C Liquidation Preference as of such date, plus (c) for purposes of
the liquidation and redemption provisions of the Series D Preferred Stock, an
amount equal to all unpaid dividends accrued on the sum of the amounts specified
in clauses (a) and (b) above during the period from and including the
immediately preceding dividend payment date to but excluding the date in
question.

     The holders of the Series D Preferred Stock are entitled to receive
cumulative dividends, when and as declared by the Company, in preference to
dividends on junior securities, including the common stock and the Series A
Preferred Stock and ratably to dividends to parity securities. Dividends accrue
on each sub-series of the Series D Preferred Stock on a daily basis at the rate
of 8% per annum of the Series D Liquidation Preference from and including the
applicable issue date of such shares (the "Issue Date"). Accrued dividends are
payable in cash quarterly on the last day of March, June, September and
December, commencing, with respect to each outstanding share of a sub-series of
Series D Preferred Stock, on the first date following the Issue Date of such
share. Dividends not paid on any dividend payment date are added to the Series D
Liquidation Preference until such dividends are paid.

     Upon any liquidation, dissolution or winding up of OCC, the holders of
shares of Series D Preferred Stock are entitled to receive, from the assets of
OCC available for distribution to stockholders, an amount in cash per share
equal to the Series D Liquidation Preference of a share of Series D Preferred
Stock, after payment is made on any senior securities and before any
distribution or payment is made on any junior securities, which payment will be
made ratably among the holders of Series D Preferred Stock and the holders of
any parity securities.


                                       11
<PAGE>


     Shares of the Series D Preferred Stock are redeemable, at the option of
OCC, between June 29, 2001 and December 31, 2002 at a redemption price per share
payable in cash equal to the Series D Liquidation Preference. The Series D
Preferred Stock is not redeemable during the period from December 31, 2002 to
June 30, 2005. Thereafter, the shares are redeemable at the Series D Liquidation
Preference plus the percentage set forth opposite the applicable redemption
date.

<Table>
<Caption>
        Redemption Date                       Percentage
-----------------------------                 ----------
<S>                                           <C>
June 30, 2005 - June 29, 2006                     4%
June 30, 2006 - June 29, 2007                     3%
June 30, 2007 - June 29, 2008                     2%
June 30, 2008 - June 29, 2009                     1%
June 30, 2009 - thereafter                        0%
</Table>

10. SIGNIFICANT CUSTOMER

     On March 21, 2001, OCC and Marriott entered into a definitive agreement
pursuant to which OCC will distribute its interactive television platform in
approximately 165,000 U.S. and Canadian hotel rooms managed by Marriott and an
additional approximately 135,000 U.S. and Canadian hotel rooms franchised by
Marriott.

11. RELOCATION AND RESTRUCTURING COSTS

     OCC is in the process of relocating its headquarter operations from San
Jose, California, to Denver, Colorado. It is estimated that most sales,
marketing, field support, accounting, finance, and executive management will be
transitioned to Denver by December 2001. During the three months and nine months
ended September 30, 2001, $1.8 million and $13.3 million of relocation expenses
have been recognized and recorded. The relocation expenses include severance,
stay bonuses, search fees, contractors, travel and redundant operations
expenses.

     On May 21, 2001, the compensation committee of OCC's board of directors
approved a restructuring plan (the "Plan"), which effected approximately 50
employees. Severance costs associated with the Plan aggregated $1.7 million and
were recognized during the nine months ended September 30, 2001. Annual savings
of salary and employee related costs from the restructuring are estimated to be
approximately $5.4 million.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

GENERAL:

    Certain of the statements in this report are forward-looking and relate to
anticipated future events and operating results. Statements which look forward
in time are based on management's current expectations and 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. Although the Company has attempted to identify some of the important
factors that may cause actual results to differ materially from those
anticipated, those factors should not be viewed as the only factors which may
affect future operating results. Accordingly, the following should be read in
conjunction with the Consolidated Financial Statements (unaudited) included in
this filing, and with the Consolidated Financial Statements, notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained in the Company's 2000 Annual Report on Form 10-K, as
previously filed with the Commission.

SEASONALITY, VARIABILITY AND OTHER:

    The Company's businesses are subject to the effects of both seasonality and
variability.

    The Multimedia Distribution segment revenues are influenced principally by
hotel occupancy rates and the "buy rate" or percentage of occupied rooms at
hotels that buy movies or other services at the property. Higher revenues are
generally realized during the summer months and lower revenues realized during
the winter months due to business and vacation travel patterns which impact the
lodging industry's occupancy rates. Buy rates generally


                                       12
<PAGE>

reflect the hotel's guest mix profile, the popularity of the motion pictures or
services available at the hotel and the guests' other entertainment
alternatives.

ANALYSIS OF OPERATIONS

     The Company's continuing operations are comprised of the results of On
Command Corporation and the parent company, Ascent Entertainment Group, Inc. The
Company's discontinued operations are comprised of the results of (1) the
Company's former entertainment segment, which included the Denver Nuggets, the
Colorado Avalanche and Ascent Arena Company (the "Arena Company"), the owner and
manager of the Pepsi Center, (collectively the "Sports-related businesses"),
which the Company sold in July 2000 (see Note 4); (2) the Company's former
subsidiary, Beacon Communications, LLC ("Beacon"), in which a 90% interest was
sold in January 1999 and the remainder in July 2000; and (3) the Company's
former subsidiary Livewire Network Services, LLC ("LNS"), which was sold to
Liberty Livewire Corporation (LiveWire), a majority-owned subsidiary of Liberty,
on September 4, 2001.

Continuing Operations

     OCC revenues decreased $10.5 million and $15.7 million during the three and
nine months ended September 30, 2001 compared to the corresponding periods in
2000. These decreases are a result of a reduction in total rooms served by OCC
and an overall decrease in occupancy rates in the hotel industry, offset by an
increase in room revenue generated primarily from OCC's @Hotel TV internet and
short video products. Total rooms served decreased from approximately 975,000
rooms as of September 30, 2000 to approximately 930,000 rooms as of September
30, 2001. The decrease is the result of the loss of approximately 35,000 rooms,
related to OCC's Asia-Pacific operations, as part of the settlement agreement
with Maginet (see Note 8).

     Cost of services decreased $6.0 million during the three months ended
September 30, 2001 and increased $8.5 million during the nine months ended
September 30, 2001 compared to the corresponding periods in 2000. The increase
during the nine months ended September 30, 2001 is due primarily to costs of
$11.6 million incurred for restructuring costs and the relocation of OCC from
San Jose, California to Denver, Colorado. The decrease during the three and nine
month periods ended September 30, 2001 is due to a decrease in direct costs
associated with the revenues at OCC.

     General and administrative expenses, which include only those costs
incurred by the parent company decreased $0.8 million and $10.3 million during
the three and nine months ended September 30, 2001 as compared to the
corresponding periods in 2000. The decrease is due primarily to the costs
relating to the Merger Agreement with Liberty. Specifically, in the first nine
months of 2000, $8.5 million of expenses were recognized in connection with the
Company's Merger Agreement with Liberty, primarily investment banker and legal
costs, and an additional $3.0 million of costs were accrued in conjunction with
the contemplated settlement of the Shareholder lawsuits. Also, in the first nine
months of 2000, $3.6 million was incurred for the Company's stock appreciation
rights due to increases in the Company's stock price. These decreases are offset
by expense incurred during the first nine months of 2001 when the Company
purchased the outstanding shares of OCC owned by a former executive of OCC for
$7 million more than the market value at the date of purchase. In addition,
expenses have also decreased in 2001 due to reductions in salaries and employee
benefit costs at the parent company from a reduction in employees, reduced legal
and professional service costs and various other cost containment efforts.

     Interest and other income decreased $2.6 million and $1.5 million during
the three and nine months ended September 30, 2001 as compared to the
corresponding period in 2000. The decrease during the three months ended
September 30, 2001 is due to a decrease in interest income of $2.3 million from
interest earned on the cash proceeds received from the sale of the
Sports-related businesses. The decrease during the nine months ended September
30, 2001 is due to the impairment and settlement loss recognized on OCC's
investment in MagiNet of $3.8 million in 2001 and the non-recurrence of a $1.8
million gain that the Company recognized from the sale of investment securities
during the nine month period ended September 30, 2000 offset by an increase in
interest income of $3.6 million during the nine month period ended September 30,
2001 from interest earned on the cash proceeds received from the sale of the
Sports-related businesses.


                                       13
<PAGE>

     Interest expense increased $0.2 million and $5.2 million during the three
and nine months ended September 30, 2001 as compared to the corresponding
periods during 2001. This increase is attributable to a decrease in the weighted
average interest rate charged on such borrowings offset by an increase
attributable to additional borrowing costs at Ascent, primarily those costs
related to the interest accretion on the Company's Senior Notes, and additional
borrowings incurred at OCC during 2001.

     The Company recorded a decrease in income tax benefit from continuing
operations of $603,000 and an increase in income tax benefit of $544,000 during
the three and nine months ended September 30, 2001 as compared to the
corresponding periods in 2000, The Company's effective tax rate decreased due to
the Company's ability to use tax benefits from its operating loss carryforwards
when the Company became a member of Liberty's consolidated tax group. Prior to
the Merger, the Company was unable to recognize tax benefits from its operating
losses due to uncertainties regarding its ability to realize a portion of the
benefits associated with future deductible temporary differences (deferred tax
assets) and net operating loss carryforwards, prior to their expiration.

     Minority interest in loss of subsidiary reflects the losses attributable to
the minority interest in the Company's 62.9% owned subsidiary, OCC.

Discontinued Operations

     The $0.3 million and $0.4 million loss form discontinued operations, net of
taxes, during the three and nine months ended September 30, 2001 reflects the
loss from LNS. The $1.7 million and $10.6 million income from discontinued
operations, net of taxes, during the three and nine months ended September 30,
2000 reflects the combined income from the Sports-related businesses and LNS.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents decreased by $57.5 million since December 31,
2000 to $252.4 million at September 30, 2001. The primary sources of cash during
the first nine months of 2001 were net bank borrowings at OCC of $27.5 million
and proceeds of $31.7 from the sale of LNS. Cash was expended for continuing
operating activities of $27.5 million, OCC's $15.0 million investment in the
convertible preferred stock of STSN, and the purchase of property and equipment
at OCC. Specifically $78.1 million of capital expenditures were incurred at OCC
to support continued hotel installations with the OCX and OCV systems,
conversions of SpectraVision systems, increased inventory and other fixed asset
purchases.

     Long-term debt totaled $470.2 million at September 30, 2001 as compared to
$426.4 million at December 31, 2000. The increase in long-term debt is
attributable to additional net bank borrowings of $27.5 million at OCC and the
accretion of interest on the Company's Senior Notes.

     The Company's cash requirements during the remainder of 2001 are expected
to include (i) the continuing conversion and installation by OCC of on-demand
in-room video entertainment systems and internal fixed asset purchases, (ii)
funding the operating requirements of Ascent and OCC, including additional OCC
relocation costs, (iii) the payment of interest under the OCC Credit Facility,
as amended, and (iv) funding of additional strategic investments, if any, made
by OCC.

     At September 30, 2001, OCC had $274.6 million outstanding under the OCC
Credit Facility. OCC's ability to draw additional funds under this facility is
limited by the total amount of borrowing permitted by the OCC Credit Facility
and certain financial covenants contained in that facility. Subject to the
discussion below, OCC could obtain an additional $25.4 million in long term
financing under the OCC Credit Facility. In addition to the limitations on
borrowing contained in the OCC Credit Facility, certain covenants in the
Company's Senior Notes effectively prevent OCC's total indebtedness from
exceeding an aggregate of $275.0 million so long as such notes are outstanding.

     Based upon OCC's current projections of its sources and uses of cash, OCC
anticipates it will use all of the remaining availability under the revolving
credit facility and the proceeds from the issuance of its Series D Preferred
Stock (see Note 9) by February 2002. Accordingly, it will be necessary for OCC
to raise incremental capital through additional debt or equity financing in
order to satisfy its operations and capital expenditures. However,


                                       14
<PAGE>

there can be no assurance that OCC will be able to secure such additional
financing on terms acceptable to OCC, or if available, that the proceeds from
such financing would be sufficient to enable OCC to fund all of its
requirements. In addition, while the Company's public indebtedness is
outstanding, OCC will not be able to raise additional debt financing.

     Pursuant to the terms of the Senior Notes (see Note 6 of the Company's 2000
Consolidated Financial Statements), to the extent that within one year of the
sale of the Sports-related businesses, Ascent did not use the net cash proceeds
for certain permitted uses under the Senior Note Indenture including further
equity investments in OCC, Ascent was required to use all remaining proceeds to
offer to repurchase the Senior Notes at 100% of their accreted value. Pursuant
to the foregoing provision of the Senior Notes and effective July 30, 2001, the
Company commenced an Offer to Purchase up to $124 million in accreted value of
the Senior Notes. Under the Offer to Purchase, registered holders of the Senior
Notes had the right to require the Company to repurchase the Senior Notes on a
pro rata basis up to $124 million in accreted value for a cash purchase price
equal to 100% of the accreted value thereof on August 28, 2001. The Offer to
Purchase expired on August 28, 2001, and no Senior Notes were tendered.
Management of the Company is exploring additional alternatives with respect to
the repayment of the Senior Notes. However, the Company's cash and cash
equivalents should be adequate to satisfy all of the Company's obligations under
the Senior Notes.

     Management of the Company continues to focus its efforts on the operations
of OCC and OCC's strategies to successfully upgrade and expand OCC's technology
and service offerings and to convert hotel rooms to OCC's OCX system.

INFLATION

     Inflation has not significantly impacted the Company's financial position
or operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     INTEREST RATE RISK. The Company's exposure to market risk for changes in
interest rates relate primarily to the Company's investment portfolio, including
restricted investments, and long-term debt obligations. The Company does not use
derivative financial instruments in its investment portfolio. The Company places
its investments with high credit quality issuers and, by policy and debt
restrictions, limits the amount of credit exposure to any one issuer. As stated
in its policy, the Company is averse to principal loss and attempts to ensure
the safety and preservation of its invested funds by limiting default risk and
market risk.

     The Company mitigates default risk by investing in only the safest and
highest credit quality securities. The portfolio includes only short-term
investment securities with active secondary or resale markets to ensure
portfolio liquidity. At September 30, 2001, the weighted average interest rate
on the Company's cash and cash equivalent balance of $252.4 million was 3.0%
consisting of fixed rate short-term investments.

     The Company does have exposure to interest rate changes for portions of its
debt obligations. No cash flow exposure exists on the Company's Senior Notes as
they represent fixed-rate obligations. (See Note 5). However, revolving loans
extended under the OCC Credit Facility generally bear an interest rate that is
variable and based on the London Interbank Offering Rate ("LIBOR") and on
certain operating ratios at OCC. At September 30, 2001, OCC had $274.6 million
outstanding under the OCC Revolving Credit Facility, with a weighted average
interest rate of approximately 5.35%. Assuming no increase or decrease in the
amount outstanding, a hypothetical immediate 100 basis point increase (or
decrease) in interest rates would have increased (or decreased) the Company's
annual interest expense and cash outflow by $2.7 million.

     FOREIGN CURRENCY RISK. The Company, through OCC, transacts business in
various foreign currencies, primarily in Canada, Asia and in certain European
countries. The Company believes the risks of foreign exchange rate fluctuations
on its present operations are not material to the Company's overall financial
condition. However, should the Company's international operations continue to
grow, the Company will consider using foreign currency contracts, swap
arrangements, or other financial instruments designed to limit exposure to
foreign exchange rate fluctuations.


                                       15
<PAGE>

    PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Change in Securities

     Omitted pursuant to General Instruction H of Form 10-Q.

Item 3. Defaults Upon Senior Securities

     Omitted pursuant to General Instruction H of Form 10-Q.

Item 4. Submission of Matters to a Vote of Security Holders

     Omitted pursuant to General Instruction H of Form 10-Q.

Item 5. Other Information

     None.

Item 6. Exhibits and Reports on Form 8-K

    (A)  Exhibit

         None

    (B)  Reports on Form 8-K:

         None


                                       16
<PAGE>

                                   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.



Date: November 19, 2001                By: /s/ Robert R. Bennett
                                           -------------------------------------
                                           Robert R. Bennett
                                           President and Chief Executive Officer


                                       17