SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
ON COMMAND CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
682160106
(CUSIP Number)
Elizabeth M. Markowski, Esq.
Senior Vice President
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
November 18, 2002
(Date of Event which Requires Filing of this Statement)
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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(e), 13d-1(f) or 13d-1(g), check the
following box. [__]
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange 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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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
LIBERTY MEDIA CORPORATION
84-1288730
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
Not Applicable. See Items 3 and 5.
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d)or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 165 shares*
8. Shared Voting Power 30,519,494 shares**
9. Sole Dispositive Power 165 shares*
10. Shared Dispositive Power 30,519,494 shares**
11. Aggregate Amount Beneficially Owned by Each 30,519,659 shares
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ].
13. Percent of Class Represented by Amount in Row (11) 76.2%.
Assumes the exercise of currently exercisable Series A Warrants
and Series B Warrants and the conversion of the Series D Preferred
Stock. See Item 5.
14. Type of Reporting Person (See Instructions)
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 and (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. 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.
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
LIBERTY SATELLITE & TECHNOLOGY, INC.
84-1299995
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d)or 2(e) [_]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 0 shares
8. Shared Voting Power 30,519,494 shares*
9. Sole Dispositive Power 0 shares
10. Shared Dispositive Power 30,519,494 shares*
11. Aggregate Amount Beneficially Owned by Each 30,519,494 shares
Reporting Person
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ].
13. Percent of Class Represented by Amount in Row (11) 76.2%. Assumes
exercise of currently exercisable Series A Warrants and the conversion
of the Series D Preferred Stock. See Item 5.
14. Type of Reporting Person (See Instructions)
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 and (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. 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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 4 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"), and Amendment No.
3 filed on November 1, 2002 ("Amendment No. 3") by the Reporting Persons. The
Original Statement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 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 3, 4 and 5
of, and Schedule 2 to, 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 the increase
in the number of shares of Common Stock beneficially owned by the Reporting
Persons resulting from the acquisition of 2,044,444 shares of Common Stock (the
"Additional Shares") on the open market on November 18, 2002 by LSAT.
Information contained herein with respect to each Reporting Person and
its executive officers, directors and controlling persons is given solely by
such Reporting Person, and no other Reporting Person has responsibility for the
accuracy or completeness of information supplied by such other Reporting Person.
ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Statement is hereby amended and supplemented by adding
the following information thereto:
"The source of funds for the acquisition of the Additional Shares was
the general working capital of LSAT. The aggregate purchase price for the
Additional Shares was $1,512,888.56, plus broker
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commissions and related expenses of an additional $61,338.32, for a total amount
of $1,574,226.88 paid in connection with the acquisition of the Additional
Shares."
ITEM 4. Purpose of the Transaction.
Item 4 of the Statement is hereby amended and supplemented by adding
the following information thereto:
"As previously disclosed in the Original Statement and Amendment No. 2,
the Reporting Persons initially acquired shares of the Common Stock in order to
obtain control of the Issuer. LSAT purchased the Additional Shares in order to
take advantage of an opportunity to purchase a significant block of shares at a
price LSAT considered to be favorable.
Except as otherwise described in this Item 4, neither the Reporting
Persons nor, to the best of their knowledge, any of their executive officers,
directors or controlling persons, have any present 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, and, where applicable, the following information shall
supercede and replace any inconsistent information found in Item 5 of the
Statement:
"(a)The Reporting Persons beneficially own, and may be deemed to
share voting and dispositive power with respect to, 30,519,494 shares of
Common Stock. Based on the 30,961,607 shares of Common Stock that were
issued and outstanding as of November 1, 2002 (as disclosed in the Issuer's
Proxy Statement filed on November 27, 2002 with the SEC) and the 9,070,810
shares issuable within 60 days hereof pursuant to outstanding warrants and
convertible preferred stock held by the Reporting Persons, the 30,519,494
shares beneficially owned by the Reporting Persons represent, on a
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pro forma basis calculated in accordance with Rule 13d-3 of the Exchange
Act, 76.2% of the issued and outstanding shares of Common Stock. Of such
30,519,494 shares beneficially owned by the Reporting Persons (i)
21,448,684 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, and (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, 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. 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.
In addition, Liberty 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 25,800 shares
of Common Stock (25,000 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 30,591,494 shares of Common Stock, but
by virtue of it being a controlled subsidiary of Liberty (as 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."
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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: January 24, 2003
LIBERTY MEDIA CORPORATION
By: /s/ ELIZABETH M. MARKOWSKI
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Name: Elizabeth M. Markowski
Title: Senior Vice President
LIBERTY SATELLITE & TECHNOLOGY, INC.
By: /s/ KENNETH G. CARROLL
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Name: Kenneth G. Carroll
Title: Acting President
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Schedule 2 to the Statement is hereby amended to read in its entirety as
follows:
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF
LIBERTY SATELLITE & TECHNOLOGY, INC.
The name and present principal occupation of each director and
executive officer of LSAT are set forth below. The business address for each
person listed below is c/o Liberty Satellite & Technology, Inc., 12300 Liberty
Boulevard, Englewood, Colorado 80112. All executive officers and directors
listed on this Schedule 2 are United States citizens.
NAME PRINCIPAL OCCUPATION
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Alan M. Angelich Director of LSAT; President of Janco Partners, Inc.
Robert R. Bennett Director of LSAT; President and Chief Executive Officer of Liberty
William H. Berkman Director of LSAT; Managing Partner of the Associated Group, LLC
Kenneth G. Carroll Acting President, Chief Financial Officer and Treasurer of LSAT
William R. Fitzgerald Director of LSAT; Senior Vice President of Liberty; Chairman of the Board of
Directors of Ascent Media Group, Inc.
John W. Goddard Director of LSAT
J. Curt Hockemeier Director of LSAT; President and Chief Executive Officer of Arbinet-theexchange
Gary S. Howard Director and Chairman of the Board of Directors of LSAT; Executive Vice
President and Chief Operating Officer of Liberty
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