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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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ON COMMAND CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 par value
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(Title of Class of Securities)
6821160106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 in 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 3 Pages
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CUSIP NO. 6821160106 13G PAGE 2 OF 3 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HILTON HOTELS CORPORATION
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
DELAWARE
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SOLE VOTING POWER
5
NUMBER OF 2,333,346
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,333,346
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,486,132
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.3% (based on latest Issuer filing)
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TYPE OF REPORTING PERSON*
12
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 3 pages
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Page 3
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Fee enclosed [_] or Amendment No. 3
Item 1(a) Name of Issuer:
ON COMMAND CORPORATION
Item 1(b) Address of Issuer's Principal Executive Offices:
6331 SAN IGNACIO AVENUE, SAN JOSE, CA 95119
Item 2(a) Name of Person(s) Filing:
HILTON HOTELS CORPORATION
Item 2(b) Address of Principal Business Office:
9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CA 90210
Item 2(c) Citizenship: DELAWARE
Item 2(d) Title of Class of Securities: COMMON STOCK
Item 2(e) CUSIP Number: 682160106
Item 3 The person(s) filing is(are):
(a) [_] Broker or dealer registered under Section 15 of the Act,
NOT APPLICABLE
(b) [_] Bank as defined in Section 3(a)(6) of the Act,
NOT APPLICABLE
(c) [_] Insurance Company as defined in Section 3(a)(19) of the Act,
NOT APPLICABLE
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act,
NOT APPLICABLE
(e) [_] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
NOT APPLICABLE
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
NOT APPLICABLE
(g) [_] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)
(G); see Item 7,
NOT APPLICABLE
(h) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
NOT APPLICABLE
Item 4 Ownership
(a) Amount Beneficially Owned:
2,486,132
(b) Percent of Class: 8.3% (based on latest Issuer filing)
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
2,333,346
ii) shared power to vote or to direct the vote
NONE
iii) sole power to dispose or to direct the disposition of
2,333,346
iv) shared power to dispose or to direct the disposition of
NONE
Item 5 Ownership of 5% or Less of a Class: NOT APPLICABLE
Item 6 Ownership of More than 5% on Behalf of Another Person: NOT APPLICABLE
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
NOT APPLICABLE
Item 8 Identification and Classification of Members of the Group:
NOT APPLICABLE
Item 9 Notice of Dissolution of the Group: NOT APPLICABLE
Item 10 Certification
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: MARCH 6, 1998
Signature: /s/ Cheryl L. Marsh
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Name/Title: VICE PRESIDENT and CORPORATE SECRETARY
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