8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: April 4, 2003

Date of Earliest Event Reported: April 2, 2003

ON COMMAND CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

00-21315	77-0435194
(Commission File Number)	(I.R.S. Employer Identification No.)
4610 South Ulster Street, 6th Floor Denver, CO 80237 (Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (720) 873-3200
(Former name or former address, if changed from last report)

ON COMMAND CORPORATION

FORM 8-K

April 4, 2003

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        The following exhibits are being filed with this Form 8-K:

99.1

Letter addressed to On Command Corporation from Liberty Media Corporation, dated March 31, 2003.



99.2

Press Release of On Command Corporation, dated April 2, 2003.

Item 9. Regulation FD Disclosure

        On April 2, 2003, On Command Corporation, ("On Command") announced that it has received an expression of interest from Liberty Media Corporation ("Liberty Media") regarding the possibility of acquiring all the issued and outstanding shares of On Command that Liberty Media does not already own. As proposed by Liberty Media, On Command's stockholders would receive 0.0787 of a share of Liberty Media Corporation Series A common stock for each share of On Command common stock held. The transaction would be taxable to On Command's stockholders.

        A special committee of independent directors of On Command's Board was formed on April 2, 2003 to consider the proposed transaction by Liberty Media. The committee intends to engage independent legal counsel and financial advisors and has plenary authority to respond to Liberty Media's proposal. Any transaction between On Command and Liberty Media would be subject to negotiation, execution and delivery of definitive documentation relating thereto and any closing conditions provided for in such documentation. In addition, any transaction would be subject to the condition that the terms of the current On Command credit facility are renegotiated to Liberty Media's reasonable satisfaction.

        Copies of (i) the letter received by On Command from Liberty Media expressing its interest to engage in the above-mentioned proposed transaction and (ii) On Command's press release announcing this interest by Liberty Media to engage in the above-mentioned proposed transaction, are attached hereto as Exhibits 99.1 and 99.2, respectively.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 4, 2003

ON COMMAND CORPORATION
By:	/s/  BERNARD G. DVORAK Bernard G. Dvorak Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)

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EXHIBT INDEX

Exhibit.	Description
99.1	Letter addressed to On Command Corporation from Liberty Media Corporation, dated March 31, 2003.
99.2	Press Release of On Command Corporation, dated April 2, 2003.

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ON COMMAND CORPORATION FORM 8-K April 4, 2003
SIGNATURE
EXHIBT INDEX

EX-99.1

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Exhibit 99.1

March 31, 2003

Board of Directors
On Command Corporation
4610 South Ulster Street, 6^th Floor
Denver, CO 80237

Gentlemen:

        On behalf of Liberty Media Corporation, I would like to express our interest in exploring a potential business combination transaction with On Command Corporation.

        The precise parameters for this proposed transaction would need to be established after we have the opportunity to undertake a due diligence review of On Command. However, for purposes of establishing a dialogue, we would propose a transaction where each common stockholder of On Command, other than Liberty Media and its subsidiaries, would receive .0787 of a share of Liberty Media Series A common stock for each share of On Command common stock. The proposed valuation of $0.77 per share of On Command common stock represents a premium of 10% over Friday's closing price for the stock and a premium of 6% over the average trading price for the past twenty trading days. The receipt of the acquisition consideration would be taxable to the On Command stockholders. This would allow recognition of the losses that many of the stockholders have incurred.

        We are prepared to immediately commence the due diligence process and the negotiation of definitive documentation for the approval of each of our respective boards of directors. We do not expect that the proposed combination will present any significant regulatory issues, meaning that we believe a transaction could realistically be completed in the third quarter of this year. The transaction would of course be subject to customary closing conditions for a merger of two public companies, including the accuracy of the representations and warranties in the definitive acquisition agreement, the effectiveness of a registration statement for the Liberty Media Corporation common stock to be issued, a stockholder vote of On Command and the receipt of all requisite governmental and third party consents. In addition, the transaction would be subject to the condition that the terms of the current On Command credit facilities are renegotiated to our reasonable satisfaction.

        We look forward to commencing our discussions in the near future and working towards a transaction that will be mutually beneficial to all parties.

Sincerely,

/s/  GARY S. HOWARD Executive Vice President
Chief Operating Officer

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

[ON COMMAND LETTERHEAD]

Contact: Tad Walden
Corporate Communications
On Command Corporation
(720) 873-3321
twalden@ocv.com

Chuck Ence
Investor Relations
On Command Corporation
(720) 873-3356
cence@ocv.com

FOR IMMEDIATE RELEASE

On Command receives expression of interest from
Liberty Media to acquire publicly-held shares

Denver, Colorado—April 2, 2003—On Command Corporation (OTCBB: ONCO) announced today that it has received an expression of interest from Liberty Media Corporation (NYSE: L and LMC.B) regarding the possibility of acquiring all the issued and outstanding shares of On Command not already owned by affiliates of Liberty Media. As proposed by Liberty Media, On Command stockholders would receive 0.0787 of a share of Liberty Media Corporation Series A common stock for each share of On Command common stock held. The transaction would be taxable to On Command stockholders.

On Command's Board of Directors has established a committee of independent directors to consider the overture by Liberty Media. The committee intends to engage independent legal counsel and financial advisors, and has plenary authority to respond to Liberty Media's proposal. Any transaction between On Command and Liberty Media Corporation would be subject to negotiation, execution and delivery of definitive documentation relating thereto and any closing conditions provided for in such documentation.

About On Command

On Command Corporation (www.oncommand.com) is a leading provider of in-room entertainment technology to the lodging and cruise ship industries. On Command is a majority-owned subsidiary of Liberty Satellite & Technology, Inc. (OTCBB: LSTTA, LSTTB).

On Command entertainment services include: on-demand movies; television Internet services using high-speed broadband connectivity; television email; short form television features covering drama, comedy, news and sports; PlayStation video games; and music-on-demand services through Instant Media Network, a majority-owned subsidiary of On Command Corporation and the leading provider of digital on-demand music services to the hotel industry. All On Command products are connected to guest rooms and managed by leading edge video-on-demand navigational controls and a state-of-the art guest user interface system. The guest menu system can be customized by hotel properties to create a robust platform that services the needs of On Command hotel partners and the traveling public. On Command and its distribution network services more than 1,000,000 guest rooms, which touch more than 300 million guests annually.

On Command's direct served hotel properties are located in the United States, Canada, Mexico, Spain, and Argentina. On Command distributors serve cruise ships operating under the Royal Caribbean, Costa and Carnival flags. On Command hotel properties include more than 100 of the most prestigious hotel chains and operators in the lodging industry: Accor, Adam's Mark Hotels & Resorts, Fairmont,

Four Seasons, Hilton Hotels Corporation, Hyatt, Loews, Marriott (Courtyard, Renaissance, Fairfield Inn and Residence Inn), Radisson, Ramada, Six Continents Hotels (Inter-Continental, Crowne Plaza and Holiday Inn), Starwood Hotels & Resorts (Westin, Sheraton, W Hotels and Four Points), and Wyndham Hotels & Resorts.

Certain of the above statements, other than statements relating to the historical performance of On Command, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of On Command, or industry results, to differ materially from future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, among others: general economic and business conditions and industry trends; the regulatory and competitive environment of the industry in which On Command operates; uncertainties inherent in new business strategies; new product launches and development plans, including the future profitability of such added services and the large capital expenditures involved; rapid technological changes; the acquisition, development and/or financing of telecommunications networks and services; the development and provision of new services, including the customer acceptance and use rates; future financial performance, including availability, terms and deployment of capital; the ability of vendors to deliver required equipment, software and services; availability of qualified personnel; changes in the nature of key strategic relationships with hotel chains and their franchises, including the renewal of existing agreements on favorable terms; and competitor responses to On Command's products and services, and the overall market acceptance of such products and services. These factors are also discussed in On Command's filings with the Securities and Exchange Commission, including its recent filings on Form 10-K and Form 10-Q. These forward-looking statements (and such risks, uncertainties and other factors) speak only as of the date hereof, and On Command expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in On Command's expectations with regard thereto, or any other changes in events, conditions, or circumstances on which any such statement is based.

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Exhibit 99.2

On Command receives expression of interest from Liberty Media to acquire publicly-held shares