-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwS9eedg6crQYDwkLx1WzfugtN066o8g7M7V/eIXV7urilBWuGghW3TEJeNOp2sw 8tygOuNcwQZEpkmhHHu+xg== 0001104659-03-028038.txt : 20031208 0001104659-03-028038.hdr.sgml : 20031208 20031208174408 ACCESSION NUMBER: 0001104659-03-028038 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031205 FILED AS OF DATE: 20031208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ON COMMAND CORP CENTRAL INDEX KEY: 0001020871 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 770435194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6331 SAN IGNACIO AVENUE CITY: SAN JOSE STATE: CA ZIP: 95119 BUSINESS PHONE: 4083604500 MAIL ADDRESS: STREET 1: 6331 SAN IGNACIO AVENUE CITY: SAN JOSE STATE: CA ZIP: 95119 FORMER COMPANY: FORMER CONFORMED NAME: ASCENT ACQUISITION CORP DATE OF NAME CHANGE: 19960812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP /DE/ CENTRAL INDEX KEY: 0001082114 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21315 FILM NUMBER: 031043241 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 4 1 a4.xml 4 X0201 4 2003-12-05 1 0001020871 ON COMMAND CORP ONCO 0001082114 LIBERTY MEDIA CORP /DE/ 12300 LIBERTY MEDIA CORPORATION ENGLEWOOD CO 80112 0 0 1 0 Common Stock 2003-12-05 4 J 0 22897677 D 7924663 I By subsidiary On 12/5/03, ONCO Acquisition Co. ("Merger Sub"), an indirectly controlled subsidiary of Reporting Person, merged with and into Issuer with Issuer as the surviving corporation in the merger. Immediately prior to the effective time of the merger, Merger Sub held 22,897,677 shares of common stock of Issuer. At the effective time of the merger, each publicly held share of common stock of the Issuer was converted into the right to receive .175 shares of Series A common stock of Reporting Person and cash in lieu of a fractional share; all of Issuer's outstanding common stock was canceled and retired; and, the outstanding shares of common stock of Merger Sub were converted into 7,924,663 shares, equal to the sum of (i) the number of shares of Issuer common stock converted in the Merger and (ii) the number of shares of Issuer common stock held by dissenters to the Merger. (continuation of Footnote 1): Such shares will constitute the only outstanding shares of common stock of the Issuer as the surviving corporation (other than dissenting shares, if any). Reporting Person directly and indirectly beneficially owns 7,924,663 shares of common stock of the surviving corporation. Subsequent to the merger, Issuer filed Form 15 with the Securities and Exchange Commission. /s/ By: Elizabeth M. Markowski, Senior Vice President 2003-12-05 -----END PRIVACY-ENHANCED MESSAGE-----