<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934*
On Command Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
682160106
----------------------
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 28, 2000
----------------------
(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 that 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 [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* 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 the 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).
Page 1 of 17
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CUSIP NO. 682160106
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(7) SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY
18,274,091 shares
OWNED BY --------------------------------------------
(9) SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------
(10) SHARED DISPOSITIVE POWER
PERSON
18,274,091 shares
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,274,091 shares
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 57.9%. See Item 5.
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(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2 of 17
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CUSIP NO. 682160106
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ascent Entertainment Group, Inc.
52-1930707
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------
(8) SHARED VOTING POWER
BENEFICIALLY
18,274,091 shares
OWNED BY --------------------------------------------
(9) SOLE DISPOSITIVE POWER
EACH
REPORTING --------------------------------------------
(10) SHARED DISPOSITIVE POWER
PERSON
18,274,091 shares
- --------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,274,091 shares
- --------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 57.9%. See Item 5.
- --------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 17
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This Statement on Schedule 13D (the "Statement") replaces and
supercedes in its entirety the Statement on Schedule 13G filed by Ascent
Entertainment Group, Inc. ("Ascent"), with the Securities and Exchange
Commission on February 3, 2000.
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of On Command Corporation
(the "Issuer"). The Issuer's principal executive offices are located at 6331 San
Ignacio Avenue, San Jose, California 95119.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Liberty Media Corporation, a Delaware
corporation ("Liberty"), whose principal business address is 9197 South Peoria
Street, Englewood, Colorado 80112.
This Statement is also being filed by Ascent, a Delaware corporation
and indirect majority owned subsidiary of Liberty, which is the registered
holder of the shares of Common Stock beneficially owned by Liberty (the
"Shares"). Ascent's principal business address is 1225 Seventeenth Street, Suite
1800, Denver, Colorado 80202. Ascent is principally engaged in providing
pay-per-view entertainment and information services through its majority
interest in the Issuer. In addition, Ascent, through its subsidiaries and
affiliates, (i) provides satellite service and maintenance to the National
Broadcasting Company television network in connection with its distribution of
its national television feed to its local affiliates and (ii) owns and operates
franchises in two professional sports leagues, the Colorado Avalanche in the
National Hockey League and the Denver Nuggets in the National Basketball
Association, and Denver's downtown sports and entertainment arena, the Pepsi
Center.
Prior to March 9, 1999, Liberty was controlled by Tele-Communications,
Inc., a Delaware corporation ("TCI"). As a result of the consummation on March
9, 1999 of the merger (the "AT&T Merger") of a wholly owned subsidiary of AT&T
Corp., a New York corporation ("AT&T"), with and into TCI, (i) TCI became a
wholly owned subsidiary of AT&T; (ii) the businesses and assets of the Liberty
Media Group and TCI Ventures Group of TCI were combined; and (iii) the holders
of TCI's Liberty Media Group common stock and TCI Ventures Group common stock
received in exchange for their shares a new class of common stock of AT&T
intended to reflect the results of AT&T's "Liberty Media Group." Following the
AT&T Merger, AT&T's "Liberty Media Group" consists of the assets and businesses
of TCI's Liberty Media Group and its TCI Ventures Group prior to the AT&T
Merger, except for certain assets that were transferred to TCI's "TCI Group" in
connection with the AT&T Merger, and the "AT&T Common Stock Group" consists of
all of the other assets and businesses of AT&T. AT&T's principal business
address is 32 Avenue of the Americas, New York, New York 10013. AT&T is
principally engaged in the business of providing voice, data and video
communications services to large and small businesses, consumers and government
entities in the United States and internationally.
On March 10, 2000, in connection with certain restructuring
transactions, TCI was converted into a Delaware limited liability company, of
which AT&T is the sole member, and renamed AT&T Broadband, LLC ("AT&T
Broadband"). AT&T Broadband's principal business address is 9197 South Peoria
Street, Englewood, Colorado 80112. AT&T Broadband is
Page 4 of 17
<PAGE> 5
principally engaged through its subsidiaries and affiliates in the acquisition,
development and operation of cable television systems throughout the United
States.
The Board of Directors and management of Liberty manage the business
and affairs of Liberty, including, but not limited to, making determinations
regarding the disposition and voting of the Shares. Although Liberty is a wholly
owned subsidiary of AT&T, a majority of Liberty's Board of Directors consists of
individuals designated by TCI prior to the AT&T Merger. If these individuals or
their designated successors cease to constitute a majority of Liberty's Board of
Directors, Liberty will transfer all of its assets and businesses to a new
entity. Although this new entity would be owned substantially by AT&T, it would
continue to be managed (including with respect to the voting and disposition of
the Shares) by management of Liberty prior to such transfer of assets.
As a result, Liberty, acting through its Board of Directors and
management and the Board of Directors of Ascent, will have the power to
determine how the Shares will be voted and, subject to the limitations of the
Delaware General Corporation law, will have the power to dispose of the Shares,
and thus is considered the beneficial owner of the Shares for purposes of
Section 13(d) of the Exchange Act.
The Liberty Media Group, principally through Liberty, is engaged in (i)
the production, acquisition and distribution through all available formats and
media of branded entertainment, educational and informational programming and
software, including multimedia products, (ii) electronic retailing, direct
marketing, advertising sales related to programming services, infomercials and
transaction processing, (iii) international cable television distribution,
telephony and programming, (iv) satellite communications, and (v) investments in
wireless domestic telephony and other technology ventures.
Schedule 1 attached to this Statement 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.
Schedule 2 attached to this Statement contains the following
information concerning each director, executive officer or controlling person of
Ascent: (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 2 is incorporated herein by reference.
Page 5 of 17
<PAGE> 6
To the knowledge of Ascent, each of the persons named on Schedule 2
(the "Schedule 2 Persons") is a United States citizen, except for David J.A.
Flowers, who is a Canadian citizen. During the last five years, neither Ascent
nor any of the Schedule 2 Persons (to the knowledge of Ascent) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years, neither Ascent nor any of the
Schedule 2 Persons (to the knowledge of Ascent) 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.
Schedule 3 attached to this Statement contains the following
information, which has been provided to Liberty by AT&T, concerning each
director, executive officer or controlling person of AT&T: (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 3 is incorporated
herein by reference.
Based upon information provided to Liberty by AT&T, (i) to the
knowledge of AT&T, each of the persons named on Schedule 3 (the "Schedule 3
Persons") is a United States citizen, (ii) during the last five years, neither
AT&T nor any of the Schedule 3 Persons (to the knowledge of AT&T) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (iii) during the last five years, neither AT&T nor any of the
Schedule 3 Persons (to the knowledge of AT&T) 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.
The foregoing summary of the terms of the AT&T Merger is qualified in
its entirety by reference to the text of the Agreement and Plan of Restructuring
and Merger, dated as of June 23, 1998, among AT&T, Italy Merger Corp. and TCI, a
copy of which has been incorporated by reference as Exhibit 7(a), and to the
text of the AT&T/TCI Proxy Statement/Prospectus, a copy of which has been
incorporated by reference as Exhibit 7(b).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Ascent owns 17,150,299 shares of Common Stock and Series A Common Stock
Purchase Warrants (the "Series A Warrants") to purchase, on a cashless basis,
1,123,792 shares of Common Stock at an exercise price of $15.27 per share. The
common stock and Series A Warrants, which expire on October 7, 2003, were
previously owned directly by Ascent Network Services, Inc., a wholly owned
subsidiary of Ascent which merged with and into Ascent on May 30, 1997.
On February 22, 2000, Liberty, Liberty AEG Acquisition, Inc., an
indirect wholly owned subsidiary of Liberty ("Liberty Sub"), and Ascent entered
into an Agreement and Plan of Merger (the "Merger Agreement"), providing for the
acquisition of Ascent pursuant to which (i) Liberty Media caused Liberty Sub to
commence a cash tender offer (the "Offer") for all the outstanding shares of
common stock of Ascent (the "Ascent Common Stock") at a purchase price of $15.25
per share (the "Offer Price"), and (ii) Liberty Sub is to be merged with and
into Ascent (the "Merger") and any issued and outstanding shares of Ascent
Common Stock not tendered and
Page 6 of 17
<PAGE> 7
purchased by Liberty Sub pursuant to the Offer are to be converted into the
right to receive an amount equal to the Offer Price on the terms and conditions
set forth in the Merger Agreement. The Offer expired on March 27, 2000, as
scheduled, and approximately 25.2 million shares of Ascent Common Stock were
validly tendered and not withdrawn pursuant to the Offer. Liberty Sub has
accepted for payment all shares of Ascent Common Stock tendered, which
constitutes approximately 85% of the total outstanding shares of Ascent Common
Stock, and purchased such shares at an aggregate purchase price of approximately
$385 million with funds contributed to it by Liberty from its cash on hand.
Liberty Sub will acquire the remaining shares of Ascent Common Stock pursuant to
the Merger, as indicated above, at which time Ascent will become an indirect,
wholly owned subsidiary of Liberty. The information set forth in Section 9
("Source and Amount of Funds") of the Offer to Purchase dated February 29, 2000
(the "Offer to Purchase") attached hereto as Exhibit 7(c), is incorporated
herein by reference.
The foregoing description of the Series A Warrants is qualified in its
entirety by reference to the full text of the Warrant Agreement dated as of
October 8, 1996 between the Issuer and The Bank of New York (the "Warrant
Agreement"), and the exhibits thereto, a copy of which has been incorporated by
reference as Exhibit 7(d).
ITEM 4. PURPOSE OF TRANSACTION.
The consummation of the Offer facilitated Liberty's ownership and
management of the Issuer through its majority ownership of Ascent.
Under the Merger Agreement, Ascent has agreed not to dispose of any
Shares held by it prior to the Merger.
In addition, the Merger Agreement provides that promptly after the
purchase of a majority of the outstanding shares of Ascent pursuant to the
Offer, Liberty Sub shall be entitled to designate such number of directors to
the Board of Directors of Ascent (the "Ascent Board"), as will give Liberty Sub
representation proportionate to its ownership interest. The Merger Agreement
further provides that Ascent shall use its best efforts to cause persons
designated by Liberty Sub (the "Liberty Designees") to constitute the same
percentage as persons designated by Liberty Sub shall constitute of the Ascent
Board of (i) the Board of Directors of Issuer (the "Issuer Board"), realizing
that Ascent has the right to appoint only a majority of the Issuer Board under
the terms of the Corporate Agreement described in Item 6 below, and (ii) each
committee of the Issuer Board, in each case, only to the extent permitted by
applicable law. A new Ascent Board has been appointed consisting entirely of
Liberty Designees. On April 6, 2000, at a Special Meeting of the Issuer Board,
the following proposals were approved by the Issuer Board: (i) the acceptance of
the resignations of two members of the Issuer Board and the appointment of five
Liberty Designees as directors of the Issuer, (ii) the amendment of the Issuer's
bylaws to increase the number of directors on the Issuer Board to accommodate
such appointments, (iii) the appointment of two Liberty Designees as Chairman of
the Board/Chief Executive Officer of the Issuer and Vice President for
Communications of the Issuer, (iv) the appointment of an executive committee of
the Issuer Board, consisting entirely of Liberty Designees, and the appointment
of a Liberty Designee to each of the compensation committee and the audit
committee of the Issuer Board, and (v) in connection with his appointment as
Chairman of the Board, Chief Executive Officer and a director of Issuer, the
approval of the principal terms of a compensation arrangement with Jerome F.
Kern, the definitive provisions of and documents for which have not been
finalized, whereby Mr. Kern, who is also a director of Liberty, would receive up
to 2.7 million shares of Common Stock in exchange for promissory notes from Mr.
Kern to the Issuer (the
Page 7 of 17
<PAGE> 8
"Kern Proposal"). Liberty Sub retains the right under the Merger Agreement to
designate such additional directors to the Issuer Board as it is permitted to,
including as would constitute a majority representation thereon.
Other than as set forth in this Statement, neither Liberty nor Ascent
has any present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) 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;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) Any action similar to any of those enumerated in this
paragraph.
The foregoing summary of the terms of the Merger Agreement is qualified
in its entirety by reference to the full text of the Merger Agreement, which is
included as Exhibit 7(e) to this Statement and is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) After giving effect to the Offer, Liberty beneficially owns through
Ascent, 18,274,091 shares of Common Stock. Based on the 30,436,423 shares of
Common Stock, 1,424,875 Series A Warrants, 2,625,000 Series B Warrants and
3,450,000 Series C Warrants that were issued and outstanding as of March 27,
2000, the 18,274,091 shares beneficially owned by Liberty through Ascent
represented on that date, 57.9% of the issued and outstanding shares of Common
Stock. Of the 18,274,091 shares beneficially owned by Liberty through Ascent,
17,150,299 of those shares are Common Stock and 1,123,792 of those shares are
represented by the Series A Warrants, which are immediately exercisable.
Page 8 of 17
<PAGE> 9
Except as described in this Statement, to the knowledge of Liberty and
Ascent, none of the Schedule 1 Persons, Schedule 2 Persons or Schedule 3 Persons
beneficially owns any shares of Common Stock.
(b) Liberty has the sole power to vote or to direct the voting of the
Shares and the sole power to dispose of, or to direct the disposition of, the
Shares.
(c) Except as set forth in this Statement, no transactions in the
shares of Common Stock have been effected by Liberty or Ascent or, to the
knowledge of the Liberty and Ascent, by any of the Schedule 1 Persons, Schedule
2 Persons or Schedule 3 Persons during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Issuer and Ascent have entered into a Corporate Agreement (the
"Corporate Agreement") that governs certain relationships and arrangements
between the Issuer and Ascent. Pursuant to the Corporate Agreement, for so long
as Ascent beneficially owns, directly or indirectly, the largest percentage (and
at least 40%) of the outstanding securities of the Issuer entitled to be cast
for the election of directors, Ascent may propose, at each election of
directors, a slate of directors, or in the case of vacancies, individual
directors, for election so that at all times during the term of the Corporate
Agreement, a majority of the Issuer Board is comprised of persons designated by
Ascent. In addition, pursuant to the Corporate Agreement, as amended, for so
long as Ascent owns the largest percentage (and at least 40%) of the outstanding
shares of Common Stock, the Issuer, among other things, (i) will not incur any
indebtedness, other than that under its existing credit facility (and
refinancings thereof) and indebtedness incurred in the ordinary course of
business which together shall not exceed $200 million in the aggregate through
June 30, 2000, or issue any equity securities or any securities convertible into
equity securities without Ascent's prior consent, and (ii) may not amend its
Certificate of Incorporation or Bylaws without Ascent's prior consent.
In consideration of the advisory and other services that Gary Wilson
Partners ("GWP") provided to the Issuer and Ascent in connection with the
acquisition of substantially all of the assets of SpectraVision, Inc. (as
previously disclosed by Ascent in its Current Report on Form 8-K, file No.
0-27192, filed on October 25, 1996), the Issuer issued to GWP Series C Warrants
to purchase for cash an aggregate of 3,450,000 shares Common Stock at an
exercise price of $15.27 per share, under the Warrant Agreement. GWP
subsequently distributed the Series C Warrants to its partners, employees and
agents, including Gary L. Wilson, a director of the Issuer, who received Series
C Warrants to purchase 1,810,000 shares of Common Stock. Pursuant to a Letter
Agreement dated April 19, 1996 between Ascent and GWP (the "Letter Agreement"),
all of the recipients of the Series C Warrants have agreed that each will vote
its shares of Common Stock acquired through the exercise of any Series C Warrant
in accordance with the instructions of Ascent, so long as Ascent continues to
own 20% of the outstanding shares of Common Stock. As of the date of this
filing, none of the recipients have exercised its rights under the Series C
Warrants to purchase shares of Common Stock.
Page 9 of 17
<PAGE> 10
On April 6, 2000, the Issuer Board adopted and approved the principal
terms of the Kern Proposal as discussed in Item 4 above.
Except as described in this Statement, including Items 3 and 4, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 above and between such persons and
any other person with respect to any securities of the Issuer.
The foregoing summary of the terms of the Corporate Agreement is
qualified in its entirety by references to the full text of the Corporate
Agreement, which is included as Exhibit 7(f) to this Statement and is
incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
EXHIBIT NO. EXHIBIT
- ----------- -------
7(a) Agreement and Plan of Restructuring and Merger, dated as of
June 23, 1998, among AT&T Corp., Italy Merger Corp. and
Tele-Communications, Inc. (incorporated by reference to
Appendix A to the AT&T/TCI Proxy Statement/ Prospectus that
forms a part of the Registration Statement on Form S-4 of AT&T
(File No. 333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement"))
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference
to the AT&T Registration Statement)
7(c) Offer to Purchase (incorporated by reference to Exhibit
(a)(1)(A) of Liberty's Schedule TO filed on February 29, 2000)
7(d) Warrant Agreement between Issuer and The Bank of New York,
dated October 8, 1996 (incorporated by reference to Exhibit
99.1 of Ascent's Schedule 13G filed on February 14, 1997)
7(e) Agreement and Plan of Merger between Liberty, Liberty Sub and
Ascent, dated as of February 22, 2000 (incorporated by
reference to Exhibit (d) of Liberty's Schedule TO filed on
February 29, 2000)
7(f) Corporate Agreement dated October 8, 1996, between Ascent and
Issuer (incorporated by reference to Exhibit 10.22 to Ascent's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996)
Page 10 of 17
<PAGE> 11
7(g) Joint Filing Agreement between Liberty and Ascent
Page 11 of 17
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: April 7, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
----------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Charles Y. Tanabe
----------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
Page 12 of 17
<PAGE> 13
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation ("Liberty") are set forth below.
The business address for each person listed below is c/o Liberty Media
Corporation, 9197 South Peoria Street, 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.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of Liberty
Daniel E. Somers Director of Liberty; Senior Executive Vice President and Chief
Financial Officer of AT&T Corp.
John C. Petrillo Director of Liberty; Executive Vice President, Corporate Strategy
and Business Development of AT&T Corp.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband, LLC
Jerome H. Kern Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen & Co.
John D. Zeglis Director of Liberty; Director and President of AT&T Corp.
David B. Koff Senior Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and Assistant Secretary of
Liberty
Peter Zolintakis Senior Vice President of Liberty
Vivian J. Carr Vice President and Secretary of Liberty
Kathryn Douglass Vice President and Controller of Liberty
David J.A. Flowers Vice President and Treasurer of Liberty
Carl E. Vogel Senior Vice President of Liberty
</TABLE>
Page 13 of 17
<PAGE> 14
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
ASCENT ENTERTAINMENT GROUP, INC.
The name and present principal occupation of each director and
executive officer of Ascent Entertainment Group, Inc. ("Ascent") are set forth
below. The business address for each person listed below is c/o Ascent
Entertainment Group, Inc., 1225 Seventeenth Street, Suite 1800, Denver, Colorado
80202. All executive officers and directors listed on this Schedule 2 are United
States citizens, except for David J.A. Flowers, who is a Canadian citizen.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ---- --------------------
<S> <C>
John C. Malone Chairman of the Board and Director of Ascent; Chairman of the
Board and Director of Liberty; Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of Ascent;
President, Chief Executive Officer and Director of Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and Director of
Ascent; Executive Vice President, Chief Operating Officer and
Director of Liberty
David B. Koff Senior Vice President and Assistant Secretary of Ascent; Senior
Vice President and Assistant Secretary of Liberty
Charles Y. Tanabe Senior Vice President and Assistant Secretary of Ascent; Senior
Vice President, General Counsel and Assistant Secretary of Liberty
Peter Zolintakis Senior Vice President, Business and Legal Affairs, of Ascent;
Senior Vice President of Liberty
Vivian J. Carr Vice President and Assistant Secretary of Ascent; Vice President
and Secretary of Liberty
Kathryn Douglass Vice President and Controller of Ascent; Vice President and
Controller of Liberty
David J.A. Flowers Vice President and Treasurer of Ascent; Vice President
and Treasurer of Liberty
Arthur M. Aaron Executive Vice President, Business and Legal Affairs
David A. Holden Executive Vice President, Finance and Chief Financial Officer
David B. Ehrlich Vice President, General Counsel and Secretary
</TABLE>
Page 14 of 17
<PAGE> 15
SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920. All executive officers and directors listed on this
Schedule 3 are United States citizens.
<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>
C. Michael Armstrong Chairman of the Board, Chief Executive Officer and
Director
Kenneth T. Derr Director; Chairman and Chief Executive Officer of
Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive Officer of
Springs Industries, Inc.
George M. C. Fisher Director; Chairman and Chief Executive Officer of
Eastman Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of
Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor
of Law at Columbia University
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Thomas H. Wyman Director
John D. Zeglis President and Director
Harold W. Burlingame Executive Vice President, Merger & Joint Venture
Integration
</TABLE>
Page 15 of 17
<PAGE> 16
<TABLE>
<S> <C>
James W. Cicconi Executive Vice President-Law & Government Affairs and
General Counsel
Mirian M. Graddick Executive Vice President, Human Resources
Daniel R. Hesse Executive Vice President and President & CEO, AT&T
Wireless Services, Inc.
Frank Ianna Executive Vice President and President, AT&T Network
Services
Michael G. Keith Executive Vice President and President, Business Services
H. Eugene Lockhart Executive Vice President and President, AT&T Consumer
Services
Richard J. Martin Executive Vice President, Public Relations and Employee
Communication
David C. Nagel President, AT&T Labs & Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief Financial
Officer
John C. Petrillo Executive Vice President, Corporate Strategy and Business
Development
Richard R. Roscitt Executive Vice President and President & CEO, AT&T
Solutions
Daniel E. Somers President and CEO, AT&T Broadband
</TABLE>
Page 16 of 17
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
7(a) Agreement and Plan of Restructuring and Merger, dated as of
June 23, 1998, among AT&T Corp., Italy Merger Corp. and
Tele-Communications, Inc. (incorporated by reference to
Appendix A to the AT&T/TCI Proxy Statement/ Prospectus that
forms a part of the Registration Statement on Form S-4 of AT&T
(File No. 333-70279) filed on January 8, 1999 (the "AT&T
Registration Statement"))
7(b) AT&T/TCI Proxy Statement/Prospectus (incorporated by reference
to the AT&T Registration Statement)
7(c) Offer to Purchase (incorporated by reference to Exhibit
(a)(1)(A) of Liberty's Schedule TO filed on February 29, 2000)
7(d) Warrant Agreement between Issuer and The Bank of New York,
dated October 8, 1996 (incorporated by reference to Exhibit
99.1 of Ascent's Schedule 13G filed on February 14, 1997)
7(e) Agreement and Plan of Merger between Liberty, Liberty Sub and
Ascent, dated as of February 22, 2000 (incorporated by
reference to Exhibit (d) of Liberty's Schedule TO filed on
February 29, 2000)
7(f) Corporate Agreement dated October 8, 1996, between Ascent and
Issuer (incorporated by reference to Exhibit 10.22 to Ascent's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996)
7(g) Joint Filing Agreement between Liberty and Ascent
</TABLE>
Page 17 of 17
<PAGE> 1
EXHIBIT 7(g)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them a Statement on Schedule 13D (including any and all amendments
thereto) with respect to the Common Stock of On Command Corporation and further
agree that this Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Statement on Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided that no party is responsible
for the completeness or accuracy of the information concerning the other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized,
hereby execute this Agreement this 7th day of April, 2000.
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
-------------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Charles Y. Tanabe
-------------------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
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