SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 1, 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 ("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
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 28,475,050 shares**
9. Sole Dispositive Power 165 shares*
10. Shared Dispositive Power 28,475,050 shares**
11. Aggregate Amount Beneficially Owned by Each 28,475,215 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) 71.2%. 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)
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 become convertible at the option of the
holder into shares of Common Stock on December 31, 2002. Pursuant to Rule
13d-3(d)(1) of the Securities and Exchange Act of 1934, as amended, the
Reporting Persons are deemed to beneficially own shares of Common Stock
issuable upon the conversion of securities which become convertible within 60
days.
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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
Not Applicable
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 28,475,050 shares*
9. Sole Dispositive Power 0 shares
10. Shared Dispositive Power 28,475,050 shares*
11. Aggregate Amount Beneficially Owned by Each 28,475,050 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) 71.2%. 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)
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 become convertible at the option of the holder into
shares of Common Stock on December 31, 2002. Pursuant to Rule 13d-3(d)(1) of the
Securities and Exchange Act of 1934, as amended, the Reporting Persons are
deemed to beneficially own shares of Common Stock issuable upon the conversion
of securities which become convertible within 60 days.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 3 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 and formerly an indirect, wholly owned subsidiary of
Liberty ("Ascent"), with the Securities and Exchange Commission on April 7, 2000
(the "Original Statement"), as amended by Amendment No. 1 filed on February 26,
2002 ("Amendment No. 1") by Liberty and Amendment No. 2 filed on May 10, 2002
("Amendment No. 2") by Liberty and Liberty Satellite & Technology, Inc., a
Delaware corporation ("LSAT" and, together with Liberty, the "Reporting
Persons"), and relates to the common stock, $0.01 par value per share (the
"Common Stock"), of On Command Corporation, a Delaware corporation (the
"Issuer"). The Original Statement, Amendment No. 1 and Amendment No. 2 are
collectively referred to as the "Statement." Items 2, 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 (i) report the
increase in the number of shares of Common Stock beneficially owned by the
Reporting Persons resulting from the shares of Series D Preferred Stock becoming
convertible, in accordance with the terms of the Series D Preferred Stock at the
option of the holder, into shares of Common Stock on December 31, 2002, (ii)
update certain information on Schedule 1 to the Statement and (iii) include
the Joint Filing Agreement between the Reporting Persons as an exhibit to the
Statement.
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 2. Identity and Background
Item 2 of the Statement is amended and supplemented by adding the
following information thereto:
The Reporting Persons are Liberty Media Corporation and Liberty
Satellite & Technology, Inc. Their principal business address is 12300
Liberty Boulevard, Englewood, Colorado 80112.
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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.
See Item 5.
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) As previously disclosed, the Reporting Persons are the
owners of 60,000 shares of Series D Preferred Stock of the Issuer.
Pursuant to the terms of the Certificate of Designation for the Series D
Preferred Stock, the shares of Series D Preferred Stock are convertible on
and after December 31, 2002, at the option of the holder, into shares of
Common Stock. The current conversion rate is 132.4503 shares of Common
Stock for each share of Series D Preferred Stock. At this conversion rate,
the 60,000 shares of Series D Preferred Stock owned by the Reporting
Persons are convertible into 7,947,018 shares of Common Stock.
The Reporting Persons beneficially own, and may be deemed to
share voting and dispositive power with respect to, 28,475,050 shares of
Common Stock. Based on the 30,921,320 shares of Common Stock that were
issued and outstanding as of August 1, 2002 (as disclosed in the Issuer's
Form 10-Q filed on August 12, 2002), the 28,475,050 shares beneficially
owned by the Reporting Persons represented on that date, on a pro forma
basis calculated in accordance with Rule 13d-3 of the Exchange Act, 71.2%
of the issued and outstanding shares of Common Stock. Of such 28,475,050
shares beneficially owned by the Reporting Persons (i) 19,404,240 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 become
convertible at the option of the holder pursuant to the terms of the
Series D Preferred Stock on and after December 31, 2002. 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. Based on the 30,921,320
shares of Common Stock that were issued and outstanding as of August 1,
2002 (as disclosed in the Issuer's Form 10-Q filed on August 12, 2002),
the 165 shares beneficially owned by Liberty represented on that date, on
a pro forma basis calculated in accordance with Rule 13d-3 of the Exchange
Act, less than 1% 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.
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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) The Reporting Persons share the power to vote, or to direct
the voting of, and to dispose of, or direct the disposition of, 28,475,050
shares of Common Stock beneficially owned by the Reporting Persons.
Liberty beneficially owns 4,923,872 shares of Series A common stock, par
value $1.00 per share (the "Series A Common Stock"), of LSAT and
36,028,982 shares of Series B common stock, par value $1.00 per share
(the "Series B Common Stock"), of LSAT (assuming the conversion of shares
of Series B preferred stock, par value $0.01 per share (the "Series B
Preferred Stock"), of LSAT). Accordingly, Liberty beneficially owns
approximately 44.4% of the 11,078,611 shares of Series A Common Stock
outstanding and 98.8% of the 36,461,772 shares of Series B Common Stock
outstanding (assuming conversion of the shares of Series B Preferred
Stock). Generally, holders of shares of Series A Common Stock, Series B
Common Stock and Series B Preferred Stock vote together as a single class
on all matters presented to a vote of stockholders of LSAT. Each holder
of Series A Common Stock, Series B Common Stock and Series B Preferred
Stock is entitled to 1, 10 and 558 votes per share, respectively, on each
matter submitted to a vote of the stockholders of LSAT. Accordingly, the
voting securities owned by Liberty represent approximately 97.6% of the
voting power of LSAT's outstanding capital stock.
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. Material to be Filed as Exhibits
The information contained in Item 7 of the Statement is hereby
amended and supplemented by adding the following information thereto:
The following document is filed as an exhibit to this Statement:
7(j) Joint Filing Agreement, dated as of October 31, 2002,
between Liberty Media Corporation and Liberty Satellite
& Technology, Inc.
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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: November 1, 2002
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 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. Unless otherwise noted, the
business address for each person listed below is c/o Liberty Media Corporation,
12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a citizen of Canada.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION
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John C. Malone Chairman of the Board and Director of
Liberty Media
Robert R. Bennett President, Chief Executive Officer and
Director of Liberty Media
Donne F. Fisher Director of Liberty Media; President of Fisher
Fisher Capital Partners, Ltd. Capital Partners Ltd.
9781 Meridian Blvd., #200
Englewood, CO 80112
Gary S. Howard Executive Vice President, Chief Operating
Officer and Director of Liberty Media;
Chairman of the Board and Director of
Liberty Satellite & Technology, Inc.;
Chairman of the Board and Director of On
Command Corporation
Paul A. Gould Director of Liberty Media; Managing Director
Allen & Company Incorporated of Allen & Company Incorporated and
711 5th Avenue, 8th Floor Director of On Command Corporation
New York, NY 10022
Jerome H. Kern Director of Liberty Media; Consultant, Kern
Kern Consulting LLC Consulting LLC
4600 S. Syracuse Street
Denver, CO 80237
Kim Magness Director of Liberty Media
David E. Rapley Director of Liberty Media
Larry E. Romrell Director of Liberty Media
David J.A. Flowers Senior Vice President and Treasurer of Liberty Media
Elizabeth M. Markowski Senior Vice President of Liberty Media
Albert E. Rosenthaler Senior Vice President of Liberty Media
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Christopher W. Shean Senior Vice President and Controller of
Liberty Media
Charles Y. Tanabe Senior Vice President, General Counsel and
Secretary ofLiberty Media
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