SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D / A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ON COMMAND CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Classes of Securities)
682160106
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2002
(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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
CUSIP No. 682160106
(1) Names of Reporting Persons S.S. or 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
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power 125 Shares Common Stock
0 Series A Warrants
Number of Shares 40 Series B Warrants
(8) Shared Voting Power 19,404,240 Shares Common Stock
Beneficially Owned 1,123,792 Series A Warrants
0 Series B Warrants
By Each Reporting (9) Sole Dispositive Power 125 Shares Common Stock
0 Series A Warrants
Person With 40 Series B Warrants
(10) Shared Dispositive Power 19,404,240 Shares Common Stock
1,123,792 Series A Warrants
0 Series B Warrants
(11) Aggregate Amount Beneficially Owned by each Reporting Person:
19,404,365 Shares of Common Stock
1,123,792 Series A Warrants
40 Series B Warrants
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
Common Stock 64.1%
(14) Type of Reporting Person
HC, CO
CUSIP No. 682160106
(1) Names of Reporting Persons S.S. or 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
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power 0 Shares Common Stock
0 Series A Warrants
Number of Shares 0 Series B Warrants
(8) Shared Voting Power 19,404,240 Shares Common Stock
Beneficially Owned 1,123,792 Series A Warrants
0 Series B Warrants
By Each Reporting (9) Sole Dispositive Power 0 Shares Common Stock
0 Series A Warrants
Person With 0 Series B Warrants
(10) Shared Dispositive Power 19,404,240 Shares Common Stock
1,123,792 Series A Warrants
0 Series B Warrants
(11) Aggregate Amount Beneficially Owned by each Reporting Person:
19,404,240 shares of Common Stock
1,123,792 Series A Warrants
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
(13) Percent of Class Represented by Amount in Row (11)
Common Stock 64.1%
(14) Type of Reporting Person
HC, CO
AMENDMENT NO. 2
TO SCHEDULE 13D
This amended statement on Schedule 13D/A (this "Amendment") amends the
Statement on Schedule 13D originally filed jointly by Liberty Media Corporation,
a Delaware corporation ("Liberty," and together with LSAT, as defined below, the
"Reporting Persons"), 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
"Statement"), as amended by Amendment No. 1 filed on February 26, 2002
("Amendment No. 1"), and 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, 3, 4 and 5 of the Statement are hereby amended as set forth
below. All other information contained in such Statement, as amended, remains
correct. The Reporting Persons are filing this Statement as a result of certain
transactions between Liberty and Liberty Satellite & Technology, Inc., a
Delaware corporation ("LSAT").
ITEM 2. IDENTITY AND BACKGROUND
Item 2 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.
Schedule 1 and Schedule 2 attached to this Statement contain the
following information concerning each director, executive officer or controlling
person of each Reporting Person: (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 and Schedule 2 are incorporated herein by reference.
To the knowledge of the Reporting Persons, 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. To the knowledge of the Reporting
Persons, each of the persons named on Schedule 2 (the "Schedule 2 Persons") is a
United States citizen.
During the last five years, neither of the Reporting Persons nor any of
the Schedule 1 Persons nor any of the Schedule 2 Persons (to the knowledge of
the Reporting Persons) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). During the last five years, neither
of the Reporting Persons nor any of the Schedule 1 Persons nor any of the
Schedule 2 Persons (to the knowledge of the Reporting Persons) 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended and supplemented by adding the following information
thereto:
"On August 16, 2001, the Reporting Persons entered into the Purchase
Agreement, dated as of August 16, 2001, as amended, by and among LSAT, Liberty
AEG, Inc. ("Liberty AEG") and, for certain limited purposes thereunder, Liberty
(the "Purchase Agreement"). The Purchase Agreement (including amendments
thereto) was attached to Amendment No. 1 to the Statement as Exhibits 7(g), 7(h)
and 7(i).
Pursuant to the terms of the Purchase Agreement, Liberty AEG sold and
transferred to LSAT, and LSAT purchased and acquired from Liberty AEG, all of
the issued and outstanding shares of capital stock of Ascent in exchange for
8,701,621 shares of Series B Common Stock, par value of $1.00 per share, of LSAT
(the "LSAT Series B Stock"). This transaction (the "Ascent Transaction") was
consummated on April 1, 2002."
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented by adding the following information
thereto:
"The purpose of the Ascent Transaction was to provide LSAT with
operating control of the Issuer and increase Liberty's shareholder position in
LSAT.
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
Item 5 is amended and supplemented by adding the following information
thereto:
"(a) After giving effect to the Ascent Transaction and the other
transactions reported by Liberty in Amendment No. 2 to the Statement on Schedule
13D of LSAT filed January 4, 2002 regarding Liberty's ownership of LSAT, Liberty
beneficially owns 603,595 shares of Series A Common Stock, par value of $1.00
per share, of LSAT (the "LSAT Series A Stock") and 36,028,983 shares of LSAT
Series B Stock. The LSAT Series A Stock is entitled to one vote per share and
the LSAT Series B Stock is entitled to 10 votes per share. Accordingly, Liberty
beneficially owns approximately 8.9% of the 6,753,101 shares of LSAT Series A
Stock and 98.8% of the 36,468,546 shares of LSAT Series B Stock, each
outstanding as of March 31, 2002 and as adjusted for a ten for one reverse stock
split effected by LSAT on April 1, 2002.
Liberty owns, and has sole voting and dispositive power with respect
to, 165 shares of Common Stock through its subsidiaries. Based on the 30,888,859
shares of Common Stock that were issued and outstanding as of March 1, 2002 (as
disclosed in the Issuer's Form 10-K filed on March 27, 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 .001% of
the issued and outstanding shares of Common Stock. Of the 165 shares
beneficially owned by Liberty, (i) 125 of those shares are Common Stock and (ii)
40 of those shares are represented by immediately exercisable Series B Warrants.
Each Series B Warrant represents the right to acquire one share of Common Stock.
Together, Liberty and LSAT beneficially own, and may be deemed to share
voting and dispositive power with respect to, 20,528,032 shares of Common Stock
through their subsidiaries. Based on the 30,888,859 shares of Common Stock that
were issued and outstanding as of March 1, 2002 (as disclosed in the Issuer's
Form 10-K filed on March 27, 2002), the 20,528,032 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, 64.1% of the issued and
outstanding shares of Common Stock. Of the 20,528,032 shares beneficially owned
by the Reporting Persons, (i) 19,404,240 of those shares are Common Stock and
(ii) 1,123,792 of those shares are represented by immediately exercisable Series
A Warrants. Each Series A Warrant represents the right to acquire one share of
Common Stock.
(b) 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.
Together with LSAT, Liberty shares the power to vote, or to direct the voting
of, and to dispose of, or direct the disposition of
20,528,032 shares of Common Stock. Therefore, by virtue of its control of LSAT,
Liberty has the power to vote, or to direct the voting of, and to dispose of, or
to direct the disposition of, a total of 20,528,197 shares of Common Stock.
(c) None.
(d) None.
(e) Not applicable."
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
See Exhibits 7(g), 7(h) and 7(i) attached to Amendment No. 1 for copies
of the Purchase Agreement and all amendments thereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment is true, complete and
correct.
May 9, 2002 LIBERTY MEDIA CORPORATION
By: /s/ Elizabeth M. Markowski
---------------------------
Name: Elizabeth M. Markowski
Title: Senior Vice President
May 9, 2002 LIBERTY SATELLITE & TECHNOLOGY, INC.
By: /s/ Kenneth G. Carroll
---------------------------
Name: Kenneth G. Carroll
Title: Acting President
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 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
Canadian citizen.
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
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Company Incorporated
Donne F. Fisher Director of Liberty; President, Fisher Capital Partners Ltd.
Jerome H. Kern Director of Liberty; Consultant, Kern Consulting, LLC
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
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
---- --------------------
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 and Chief Financial Officer of LSAT
William R. Fitzgerald Director of LSAT; Senior Vice President of Liberty; Chairman of the
Board of Directors of Liberty Livewire Corporation
John W. Goddard Director of LSAT
J. Curt Hockemeier Director of LSAT; President and Chief Executive Officer of Arbinet-the
exchange
Gary S. Howard Director and Chairman of the Board of Directors of LSAT; Executive Vice
President and Chief Operating Officer of Liberty