UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D / A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ON COMMAND CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
682160106
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(CUSIP Number)
Elizabeth M. Markowski, Esq.
Senior Vice President
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 682160106
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1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS LIBERTY MEDIA CORPORATION
84-1288730
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
165 shares*
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NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,773,527 shares**
OWNED BY --------------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 165 shares*
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10. SHARED DISPOSITIVE POWER
32,773,527 shares**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,773,692 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.2%. Assumes the exercise of currently exercisable Series A Warrants
and Series B Warrants and the conversion of Series D Preferred Stock.
See Item 5.
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14. TYPE OF REPORTING PERSON
HC, CO
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* Includes 40 shares of Common Stock which the Reporting Person would
beneficially own upon the exercise of currently exercisable Series B Warrants.
** Includes (i) 1,123,792 shares of Common Stock which the Reporting Persons
would beneficially own upon the exercise of currently exercisable Series A
Warrants, (ii) 7,947,018 shares of Common Stock which the Reporting Persons
would beneficially own upon the conversion of shares of Series D Preferred
Stock, based on the initial aggregate liquidation preference thereof, and (iii)
924,665 shares of Common Stock which the Reporting Persons would beneficially
own upon the conversion of shares of Series D Preferred Stock as a result of the
conversion of the accrued and unpaid dividends on such stock. Pursuant to the
terms of the Series D Preferred Stock, the shares of Series D Preferred Stock
became convertible into shares of Common Stock on December 31, 2002, and may be
converted into such shares of Common Stock at the holder's option at any time.
CUSIP NO. 682160106
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1. NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS LIBERTY SATELLITE & TECHNOLOGY, INC.
84-1299995
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not Applicable.
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0 shares
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NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 32,773,527 shares*
OWNED BY --------------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0 shares
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10. SHARED DISPOSITIVE POWER
32,773,527 shares*
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,773,527 shares
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
80.2%. Assumes the exercise of currently exercisable Series A Warrants
and the conversion of Series D Preferred Stock. See Item 5.
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14. TYPE OF REPORTING PERSON
HC, CO
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* Includes (i) 1,123,792 shares of Common Stock which the Reporting Persons
would beneficially own upon the exercise of currently exercisable Series A
Warrants, (ii) 7,947,018 shares of Common Stock, which the Reporting Persons
would beneficially own upon the conversion of shares of Series D Preferred
Stock, based on the initial aggregate liquidation preference thereof, and (iii)
924,665 shares of Common Stock which the Reporting Persons would beneficially
own upon the conversion of shares of Series D Preferred Stock as a result of the
conversion of the accrued and unpaid dividends on such stock. Pursuant to the
terms of the Series D Preferred Stock, the shares of Series D Preferred Stock
became convertible into shares of Common Stock on December 31, 2002, and may be
converted into such shares of Common Stock at the holder's option at any time.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6 TO
STATEMENT OF
LIBERTY MEDIA CORPORATION
AND
LIBERTY SATELLITE & TECHNOLOGY, INC.
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
ON COMMAND CORPORATION
This amended statement on Schedule 13D/A (this "Amendment") amends the
Statement on Schedule 13D originally filed by Liberty Media Corporation, a
Delaware corporation ("Liberty") and Ascent Entertainment Group, Inc., a
Delaware corporation, formerly an indirect, wholly owned subsidiary of Liberty
and currently a wholly owned subsidiary of LSAT, as defined below ("Ascent"),
with the Securities and Exchange Commission (the "SEC") on April 7, 2000 (the
"Original Statement"). The Original Statement was amended by Amendment No. 1
filed on February 26, 2002 ("Amendment No. 1") by Liberty, Amendment No. 2 filed
on May 10, 2002 ("Amendment No. 2") by Liberty and Liberty Satellite &
Technology, Inc., a Delaware corporation and a controlled subsidiary of Liberty
("LSAT" and, together with Liberty, the "Reporting Persons"), Amendment No. 3
filed on November 1, 2002 ("Amendment No. 3") by the Reporting Persons,
Amendment No. 4 filed on January 24, 2003 ("Amendment No. 4") by the Reporting
Persons, and Amendment No. 5 filed on February 13, 2003 ("Amendment No. 5") by
the Reporting Persons. The Original Statement, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4 and Amendment No. 5 are collectively referred
to in this Amendment as the "Statement." The Statement relates to the common
stock, $0.01 par value per share (the "Common Stock"), of On Command
Corporation, a Delaware corporation (the "Issuer"). Items 2, 4, 5 and 7 of the
Statement are hereby amended as set forth below. Capitalized terms not defined
herein have the meanings given to such terms in the Statement.
The Reporting Persons are filing this Amendment to report a change in
the intent of Liberty.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and supplemented by adding
the following information thereto:
"Schedule 1 attached to this Amendment contains the following
information concerning each director, executive officer or controlling person of
Liberty: (i) name and residence or business address, (ii) principal occupation
or employment, and (iii) the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Schedule 1 is incorporated herein by reference.
To the knowledge of Liberty, each of the persons named on Schedule 1
(the "Schedule 1 Persons") is a United States citizen, except for David J.A.
Flowers, who is a Canadian citizen.
During the last five years, neither Liberty nor any of the Schedule 1
Persons (to the knowledge of Liberty) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither Liberty nor any of the Schedule 1 Persons (to the
knowledge of Liberty) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Statement is hereby amended and supplemented by adding
the following information thereto:
"On March 31, 2003, Liberty sent an expression of interest to the
Issuer regarding the possibility of Liberty acquiring all of the issued and
outstanding shares of Common Stock of the Issuer that it does not already
beneficially own. As proposed by Liberty, the Issuer's stockholders would
receive .0787 of a share of the Series A common stock of Liberty (the "Liberty
Series A Common Stock"), for each share of the Common Stock held by the Issuer's
stockholders. The proposed share exchange ratio would represent a premium of
approximately 10% over the closing price per share of the Common Stock on March
28, 2003. The proposed transaction, if consummated, would be effected by an as
yet undetermined form of business combination.
Consummation of the proposed transaction would be subject to, among
other things, (i) the negotiation, execution and delivery of definitive
documentation, (ii) the approval of Liberty's and the Issuer's respective boards
of directors, (iii) the effectiveness of a registration statement for the
Liberty Series A Common Stock to be issued in the transaction, (iv) the
renegotiation of Issuer's current credit facilities to Liberty's reasonable
satisfaction, (v) the receipt of any material required third party consents,
(vi) the receipt of any necessary regulatory approvals and (vii) the
satisfaction or waiver of any closing conditions provided for in the definitive
documentation.
This summary of the offer letter to the board of directors of Issuer
does not purport to be complete and is qualified in its entirety by reference to
the complete text of the offer letter, which is included in this Amendment as
Exhibit 7(k).
The Issuer has advised Liberty that a special committee of independent
directors of the Issuer's board of directors was formed on April 2, 2003 to
consider the transaction proposed by Liberty. According to a press release
issued by the Issuer on April 2, 2003, the special committee intends to engage
independent legal counsel and financial advisors and has plenary authority to
respond to Liberty's proposal.
Except as otherwise described in this Item 4, neither of the Reporting
Persons nor, to the best of their knowledge, any of their respective executive
officers, directors or controlling persons, have any current plans or proposals
which relate to or would result in: (i) any acquisition by any person of
additional securities of the Issuer, or any disposition of securities of the
Issuer; (ii) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) any sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries; (iv) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) any changes in the Issuer's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) any delisting from a national
securities exchange or any loss of authorization for quotation in an
inter-dealer quotation system of a registered national securities association of
a class of securities of the Issuer; (ix) any termination of registration
pursuant to Section 12(g)(4) of the Exchange Act, of a class of equity
securities of the Issuer; or (x) any action similar to any of those enumerated
above.
Notwithstanding the foregoing, each Reporting Person may determine to
change its intentions with respect to the Issuer at any time in the future. In
reaching any conclusion as to its future course of action, each Reporting Person
will take into consideration various factors, such as the Issuer's business and
prospects, other developments concerning the Issuer, other business
opportunities available to such Reporting Person, developments with respect to
the business of such Reporting Person, and general economic and stock market
conditions, including, but not limited to, the market price of the Common Stock
of the Issuer and the market price of securities of the Reporting Persons. Each
Reporting Person reserves the right, depending on other relevant factors, to
acquire additional shares of the Common Stock of the Issuer by any means,
including, without limitation, in open market or privately negotiated
transactions, to dispose of all or a portion of its holdings of shares of the
Common Stock of the Issuer or to change its intention with respect to any or all
of the matters referred to in this Item."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in each of the following paragraphs of Item 5
of the Statement is hereby amended and supplemented by adding the following
information thereto:
"(a) The Reporting Persons beneficially own, and may be deemed to share
voting and dispositive power with respect to 32,773,527 shares of Common Stock.
Based on the 30,858,340 shares of Common Stock that were issued and outstanding
as of February 28, 2003 (as disclosed in the Issuer's Annual Report on Form 10-K
filed on March 31, 2003 with the SEC) and the 9,995,475 shares issuable within
60 days hereof pursuant to outstanding warrants and
convertible preferred stock held by the Reporting Persons, the 32,773,527 shares
beneficially owned by the Reporting Persons represent, on a pro forma basis
calculated in accordance with Rule 13d-3 of the Exchange Act, 80.2% of the
issued and outstanding shares of Common Stock. Of such 32,773,527 shares
beneficially owned by the Reporting Persons (i) 22,778,052 of such shares
consist of issued and outstanding shares of Common Stock, (ii) 1,123,792 of such
shares consist of shares of Common Stock issuable upon the exercise of currently
exercisable Series A Warrants, (iii) 7,947,018 of such shares consist of shares
of Common Stock issuable upon the conversion of 60,000 shares of Series D
Preferred Stock, based on the initial aggregate liquidation preference thereof,
which shares became convertible into shares of Common Stock on December 31,
2002, and may be converted into such shares of Common Stock at the holder's
option at any time pursuant to the terms of the Certificate of Designations for
the Series D Preferred Stock, and (iv) 924,665 of such shares consist of Common
Stock issuable as a result of the conversion of accrued and unpaid dividends,
pursuant to the terms of the Certificate of Designations for the Series D
Preferred Stock. Each Series A Warrant represents the right to acquire one share
of Common Stock, and each share of Series D Preferred Stock currently represents
the right to acquire 132.4503 shares of Common Stock. The liquidation preference
of the Series D Preferred Stock is equal to the stated value of such stock plus
accrued and unpaid dividends. The total number of shares issuable upon
conversion of the Series D Preferred Stock will be equal to the quotient of the
liquidation preference, divided by $7.55, the initial conversion price of such
shares, which price is subject to adjustment in the event of stock dividends,
stock splits and similar events affecting the Common Stock.
In addition, Liberty beneficially owns, and has sole voting and
dispositive power with respect to 165 shares of Common Stock, which 165 shares
represent a negligible percentage of the issued and outstanding shares of Common
Stock. Of such 165 shares beneficially owned by Liberty (i) 125 of such shares
consist of issued and outstanding shares of Common Stock, and (ii) 40 of such
shares consist of shares of Common Stock issuable upon the exercise of currently
exercisable Series B Warrants. Each Series B Warrant represents the right to
acquire one share of Common Stock.
To the knowledge of Liberty, as of the date of this Amendment, none of
the Schedule 1 Persons beneficially owns any shares of Common Stock except (i)
Jerome H. Kern, who beneficially owns 1,350,000 shares of Common Stock (assuming
the conversion of 13,500 shares of Series A Preferred Stock held by Mr. Kern),
(ii) Paul A. Gould, who beneficially owns 50,800 shares of Common Stock (50,000
of which are issuable upon the exercise of options to acquire the same), (iii)
Gary S. Howard, who beneficially owns 800 shares of Common Stock, and (iv)
Elizabeth M. Markowski who owns 25,000 shares of Common Stock (15,000 of which
are restricted and subject to repurchase under certain circumstances).
To the knowledge of LSAT, as of the date of this Amendment, none of the
Schedule 2 Persons beneficially owns any shares of Common Stock except (i) Gary
S. Howard, who beneficially owns 800 shares of Common Stock and (ii) William R.
Fitzgerald, who beneficially owns 400 shares of Common Stock.
(b) LSAT beneficially owns 32,773,527 shares of Common Stock, but by
virtue of it being a controlled subsidiary of Liberty (since Liberty owns 97.6%
of the voting power of LSAT's outstanding capital stock, as disclosed in LSAT's
Proxy Statement filed on October 11,
2002), it shares voting and dispositive power with respect to such shares of
Common Stock with Liberty.
Liberty has the sole power to vote, or to direct the voting of, and to
dispose of, or to direct the disposition of, 165 shares of Common Stock
beneficially owned by Liberty.
(c) Except as set forth or incorporated by reference herein, no
Reporting Person or, to the best knowledge of each Reporting Person, any
executive officer or director of such Reporting Person, has effected any
transaction in the Common Stock during the past 60 days."
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The information contained in Item 7 of the Statement is hereby amended
and supplemented to include the following information:
Exhibit No. Exhibit
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7(k) Letter addressed to On Command
Corporation from Liberty, dated March
31, 2003 (incorporated by reference
from Exhibit 99.1 to the Form 8-K
filed by On Command with the SEC on
April 4, 2003)
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this Statement
is true, complete and correct.
Dated: April 21, 2003
LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
------------------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
Dated: April 21, 2003
LIBERTY SATELLITE & TECHNOLOGY, INC.
By: /s/ Kenneth G. Carroll
------------------------------------
Name: Kenneth G. Carroll
Title: Acting President
Schedule 1 of the Statement is hereby amended to read in its entirety
as follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty are set forth below. The principal business of
Liberty is the ownership of interests in a broad range of video programming,
broadband distribution, interactive technology services and communications
businesses in the United States, Europe, South America and Asia. The principal
businesses of the other entities listed below are as so listed. Unless otherwise
noted, the business address for each person listed below is c/o Liberty Media
Corporation ("Liberty"), 12300 Liberty Boulevard, Englewood, Colorado 80112.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Donne F. Fisher Director of Liberty; President of Fisher Capital Partners Ltd.,
Fisher Capital Partners, Ltd. a venture capital partnership
9781 Meridian Blvd., #200
Englewood, CO 80112
Paul A. Gould Director of Liberty; Managing Director of Allen & Company
Allen & Company Incorporated Incorporated, an investment banking services company, and
711 5th Avenue, 8th Floor Director of On Command Corporation
New York, NY 10022
Gary S. Howard Executive Vice President, Chief Operating Officer and Director
of Liberty; Chairman of the Board and Director of Liberty
Satellite & Technology, Inc.; Chairman of the Board and Director
of On Command Corporation
Jerome H. Kern Director of Liberty; Consultant, Kern Consulting, LLC, a
Kern Consulting LLC consulting company
9033 East Easter Place
Suite 205
Centennial, CO 80112
David E. Rapley Director of Liberty
Name Principal Occupation
---- --------------------
Larry E. Romrell Director of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Albert E. Rosenthaler Senior Vice President of Liberty
Christopher W. Shean Senior Vice President and Controller of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Secretary of Liberty