<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)/1/
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022
(212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 17, 1997
- --------------------------------------------------------------------------------
(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.
[ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
/1/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
(Continued on following pages)
<PAGE>
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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3
-----------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
5 PURSUANT TO ITEMS 2(d) OR 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,838,228
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,838,228
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,838,228
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
50.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Amendment No. 9 to Schedule 13D
-------------------------------
Pursuant to Rule 13d-2(c) under the Securities Exchange Act of 1934, as
amended (the "Act"), this Statement (the "Statement") constitutes Amendment No.
9, the first electronic amendment to a paper format Original Schedule 13D, dated
July 3, 1990 (the "Original Schedule 13D"), as amended by Amendment No. 1 dated
March 24, 1992, as amended by Amendment No. 2 dated June 12, 1992, as amended by
Amendment No. 3 dated March 30, 1993, as amended by Amendment No. 4 dated
October 28, 1993, as amended by Amendment No. 5 dated March 31, 1994, as amended
by Amendment No. 6 dated August 10, 1994, as amended by Amendment No. 7 dated
March 24, 1995 and as amended by Amendment No. 8 dated April 27, 1995
(collectively, the "Schedule 13D"), filed by Pioneer Electronic Corporation, a
Japanese corporation ("PEC"), with respect to the shares of the common stock,
par value $.01 per share (the "Common Stock"), of LIVE Entertainment Inc., a
Delaware corporation (the "Company"). However, pursuant to Rule 13d-2(c) this
Amendment No. 9 to Schedule 13D does not set forth the previously filed paper
exhibits.
This Statement is being filed pursuant to Rule 13d-2(a) under the Act as a
result of a contract being entered into by PEC for the sale of its entire
interest in the Company Stock (as defined below) as part of a merger transaction
whereby an investor group led by Richland, Gordon & Co. and Bain Capital, Inc.
(collectively, the "Acquiror") will acquire beneficial ownership of 100% of the
equity of the Company as more fully described below.
1. Item 3 of the Schedule 13D is hereby amended by adding the following:
On April 18, 1997, the Company, Film Holdings Co., a Delaware
corporation controlled by the Acquiror ("FHC"), and Film Acquisition Co., a
Delaware corporation and wholly owned subsidiary of FHC ("FAC"), announced that
they had entered into an Agreement and Plan of Merger (the "Merger Agreement"),
dated April 17, 1997, pursuant to which FAC will be merged with and into the
Company (the "Merger"), subject to stockholder approval of the Merger and other
conditions set forth in the Merger Agreement (Press Release is included as
Exhibit II to this Schedule 13D). The proposed Merger contemplates that PEC
will exchange (i) 637,844 shares of Common Stock at a Common Stock Merger Price
of $6.00 per share and (ii) 15,000 shares of Series
<PAGE>
C Preferred Stock at a Series C Merger Price of $944.8624 per share, for an
aggregate merger price of $18,000,000.
As a condition and inducement to FHC's and FAC's entering into the Merger
Agreement, PEC, the Company and FHC entered into a Stockholder Agreement
("Stockholder Agreement") on April 17, 1997, included as Exhibit JJ to this
Schedule 13D. Pursuant to the Stockholder Agreement, PEC agreed to (i) vote its
shares in favor of the Merger and granted FHC an irrevocable proxy with respect
thereto, all in connection with the stockholder meeting of the Company to
approve the Merger and the transactions contemplated thereby, (ii) not dispose
of any of its shares of Company Common Stock and (iii) pay to FHC a Topping Fee
equal to fifty percent (50%) of the excess of any cash or non-cash consideration
(excluding securities of the Company) or any successor corporation received by
PEC or any of its affiliates in connection with a transaction not involving FHC
which results in a (a) direct or indirect sale or other disposition by PEC of
shares of Company Stock, (b) merger or consolidation of the Company, (c) sale of
all or substantially all of the assets of the Company or (d) other Topping Fee
Event, as such term is defined in the Stockholder Agreement, over the aggregate
consideration which would have been payable to PEC if PEC had disposed to FHC in
accordance with the Merger Agreement of a proportion of each of the Company's
shares of (x) Common Stock and (y) Series C Preferred Stock, par value $1.00 per
share ("Series C Preferred Stock" and, collectively with the Common Stock, the
"Company Stock") held by PEC that is equal to the proportion of Company Stock or
assets of the Company transferred pursuant to the Topping Fee Event. Payment of
the Topping Fee is triggered if PEC engages in a Topping Fee Event or a
definitive written agreement with respect thereto within twelve (12) months
after the date of the Stockholder Agreement.
2. Item 4 of the Schedule 13D is amended by adding the following:
The exchange of the shares of Company Stock by PEC (the "Exchange") will be
consummated in the Merger as a means of recovering a portion of PEC's investment
in the Company. The liquidation preference of the Series C Preferred Stock will
be $18,529,877.00 at June 30, 1997. The Common Stock Merger Price of
$3,827,064.00 constitutes additional consideration received by PEC. If the
Merger and Exchange take place, PEC will no longer have a beneficial interest in
the Company.
<PAGE>
3. Item 5(a) of the Schedule 13D is hereby amended in its entirety as follows:
(a) As of the date hereof, PEC owns an aggregate of (i) 637,844 shares of
Common Stock and (ii) 15,000 shares of Series C Preferred Stock, which are
convertible into 1,187,384 shares of Common Stock ("Conversion Shares"). As a
result, PEC beneficially owns 1,825,228 shares of Common Stock which represent
approximately 50.3% of the 3,635,651 shares of Common Stock that would be
outstanding if the 1,187,384 Conversion Shares were added to the 2,448,267
shares of Common Stock outstanding as reported by the Company as of February 28,
1997 in its Form 10-K for the 1996 fiscal year. Subject to stockholder approval
of the Merger and other conditions set forth in the Merger Agreement, each of
PEC's shares of Common Stock will be exchanged for $6.00 cash and each of PEC's
shares of Series C Preferred Stock will be exchanged for $944.8624 cash.
4. Item 5(b) of the Schedule 13D is hereby amended in its entirety as follows:
(b) PEC has sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of the shares of Common Stock of which it
has beneficial ownership. Pursuant to the Stockholder Agreement, subject to
certain conditions, PEC has agreed to vote or cause to be voted all of its
shares of Common Stock to approve the Merger.
5. Item 5(c) of the Schedule 13D is hereby amended by adding the following:
(c) Except as set forth in this Item 5, PEC has not engaged in any
transactions with respect to the Common Stock required to be reported in
response to this Item 5 during the past sixty (60) days.
6. Item 6 is hereby amended by adding the following:
Pursuant to the Stockholder Agreement, subject to certain conditions, PEC
agreed (a) to vote or cause to be voted all of its shares of Common Stock to
approve the Merger, (b) to grant to the Company an irrevocable proxy coupled
with an interest with respect to its agreement to vote its shares of Common
Stock to approve the Merger, (c) not to solicit or respond to any inquiries or
enter into or maintain or continue discussions or negotiate with any individual
or corporate entity in contravention of the Merger, (d) not to sell, pledge,
transfer, assign, encumber or otherwise alienate any shares of Common Stock
<PAGE>
owned by PEC and (e) to pay to the Company any Topping Fee due in connection
with any Topping Fee Event that shall occur.
7. Item 7 is hereby amended by adding the following:
Materials Filed as Exhibits to Schedule 13D
Exhibit II - Press Release, dated April 18, 1997.
Exhibit JJ - Stockholder Agreement, dated April 17, 1997, among Film Holdings
Co., PEC and the Company.
Exhibit KK - Original Schedule 13D, dated July 3, 1990.
Exhibit LL - Amendment No. 1 to Original Schedule 13D, dated March 24, 1992.
Exhibit MM - Amendment No. 2 to Original Schedule 13D, dated June 12, 1992.
Exhibit NN - Amendment No. 3 to Original Schedule 13D, dated March 30, 1993.
Exhibit OO - Amendment No. 4 to Original Schedule 13D, dated October 28, 1993.
Exhibit PP - Amendment No. 5 to Original Schedule 13D, dated March 31, 1994.
Exhibit QQ - Amendment No. 6 to Original Schedule 13D, dated August 10, 1994.
Exhibit RR - Amendment No. 7 to Original Schedule 13D, dated March 24, 1995.
Exhibit SS - Amendment No. 8 to Original Schedule 13D, dated April 27, 1995.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 28, 1997
PIONEER ELECTRONIC CORPORATION
By: /s/ Masaaki Sono
---------------------------------
Name: Masaaki Sono
Title: Senior Managing Director
<PAGE>
EXHIBIT II
<TABLE>
<S> <C> <C>
Richland, Gordon & Co. LIVE Contact: LIVE Investor Relations
Contact: Ronald B. Cushey Lippert/Heilshorn & Assoc.
Richard E. Nicolazzo Executive Vice President/ Lillian Armstrong/
Nicolazzo & Associates Chief Financial Officer Kris Otridge
(617) 951-0000 (818) 778-3167 (415) 433-3777
Keith L. Lippert
(212) 838-3777
</TABLE>
LIVE ENTERTAINMENT INC. ANNOUNCES BUYOUT AGREEMENT
Los Angeles, California, April 18, 1997 - LIVE Entertainment Inc. (Nasdaq
NM: LIVE, Nasdaq SmallCap: LIVE P) today announced that it has entered into a
definitive merger agreement with an investor group led by Richland, Gordon & Co.
Pursuant to the merger agreement, holders of LIVE's Series B Preferred Stock
will receive $10.00 per share in cash, plus accrued dividends, and holders of
LIVE's Common Stock will receive $6.00 per share in cash. LIVE's outstanding
indebtedness will also be redeemed at par plus accrued interest. The Board of
Directors of LIVE has unanimously approved the merger agreement, and Pioneer
Electronic Corporation, the holder of approximately 50.3% of the outstanding
voting power, has agreed to vote its shares in favor of the merger.
The transaction is subject to customary terms and conditions, including
obtaining the necessary financing under commitment letters aggregating $150
million delivered by the investor group. The transaction is also subject to
approval by holders of a majority of LIVE's outstanding Common equity securities
at a special meeting which is expected to be held in June.
-more-
<PAGE>
LIVE Entertainment Inc.
Page 2
"We are excited about the opportunity to work with LIVE's management team
to continue the growth of the Company," said Alan D. Gordon, President of
Richland, Gordon & Co., a private equity investment firm. Roger Burlage,
Chairman and CEO of LIVE, stated that "LIVE is looking forward to continued
growth with the support of our new investor group. This transaction
rationalizes LIVE's capital structure and significantly enhances our ability to
expand LIVE's presence in the industry."
LIVE Entertainment Inc., headquartered in Los Angeles, is a diversified
entertainment company, specializing in the domestic and international marketing
and distribution of filmed entertainment with its primary focus on motion
pictures. The Company distributes to the theatrical, non-theatrical, home
video, interactive and television markets both domestically and internationally
through its operating divisions, including LIVE Entertainment, LIVE
International, LIVE Home Video, LIVE Television, LIVE Interactive and LIVE Film
and Mediaworks.
###
<PAGE>
EXHIBIT JJ
STOCKHOLDER AGREEMENT
AGREEMENT dated April 17, 1997, among (i) Film Holdings Co., a Delaware
corporation ("Parent"), (ii) Pioneer Electronic Corporation ("Stockholder") and
(iii) LIVE Entertainment Inc., a Delaware corporation (the "Company"). All
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement and Plan of Merger dated April 17, 1997
by and among Parent, the Company, and Film Acquisition Co. ("Merger Sub") (the
"Merger Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Stockholder Beneficially Owns (as defined in Section 1.01) (i)
the number of shares of common stock, par value $0.01 per share, of the Company
(the "Company Common Stock") set forth on Schedule 1 hereto and (ii) the number
of shares of Series C Preferred Stock, par value $1.00 per share, of the Company
(the "Company Series C Preferred Stock" and, collectively with the Company
Common Stock, the "Company Stock") set forth on such Schedule 1;
WHEREAS, concurrently herewith, Parent, Merger Sub, a wholly owned
Subsidiary of Parent and the Company are entering into the Merger Agreement,
pursuant to which Merger Sub will be merged with and into the Company (the
"Merger");
WHEREAS, in the Merger Agreement, Parent, Merger Sub and the Company have
agreed, subject to the terms and conditions thereof, that Merger Sub will merge
with and into the Company, with the Company being the surviving corporation in
the Merger;
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent and Merger Sub have required that the Stockholder agree, and
the Stockholder has agreed, to (i) vote its shares in accordance with, and grant
a proxy pursuant to, Article II hereof and (ii) pay to Parent the Topping Fee
(as defined below) upon the terms and subject to the conditions set forth below;
WHEREAS, prior to the date hereof, Parent and the Stockholder had no
agreement, arrangement or understanding (as defined in Section 203 of the
Delaware General Corporation Law (the "DGCL")) for the purpose of acquiring,
holding, voting or disposing of the Shares; and
WHEREAS, in consideration for the agreement of the parties contained
herein, prior to the date hereof, and prior to the time at and date on which
Parent became an "interested stockholder" for purposes of Section 203 of the
DGCL, the Board of Directors of the Company
<PAGE>
(or the requisite members thereof, as the case may be) has (or have) (i)
approved the transaction for purposes of Paragraph B of Article SEVENTH of the
Certificate of Incorporation of the Company, (ii) taken all action necessary to
ensure that neither the transactions contemplated by this Agreement nor the
transactions contemplated by the Merger Agreement will (A) give rise to a
Distribution Date (as defined in the Rights Agreement) or (B) cause any Rights
(as defined in the Rights Agreement) to otherwise become exercisable pursuant to
the Rights Agreement and (iii) approved the Merger for purposes of Section 203
of the DGCL.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities shall mean having "beneficial ownership" of such securities (as
determined pursuant to Rule 13d-3 under the Exchange Act, including pursuant to
any agreement, arrangement or understanding, whether or not in writing);
provided, however, that for all purposes of this Agreement, the Stockholder
- -------- -------
shall not be deemed to Beneficially Own any shares of the Company Stock subject
to options held by directors of the Company. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person shall include securities Beneficially Owned by all other Persons with
whom such Person would constitute a "group" within the meaning of Section
13(d)(3) of the Exchange Act.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(c) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, incorporated organization or other entity.
(d) "Rights Agreement" means the Rights Agreement dated July 19, 1990
between the Company and American Stock Transfer & Trust Company, as amended.
(e) "Shares" shall mean all shares of Company Stock currently Beneficially
Owned and held of record by the Stockholder.
(f) "Topping Fee" means, a fee payable by the Stockholder to Parent equal
to (x) fifty percent (50%) of the excess, if any, of any cash or non-cash
consideration (other than securities of LIVE or any successor corporation)
received by the Stockholder or any of its
-2-
<PAGE>
affiliates (other than the Company) in connection with a Topping Fee Event, over
the aggregate consideration which would have been payable to the Stockholder if,
pursuant to the Merger, the Stockholder had disposed of a proportion of each
type of Company Stock held by the Stockholder on the date hereof equal to the
proportion of each type of Company Stock held by the Stockholder (or that
portion of the assets of the Company allocable to such Company Stock, as the
case may be) that is transferred pursuant to the Topping Fee Event; provided
--------
that, (i) if the consideration received by the Stockholder or such affiliates
- ----
(other than the Company) shall be securities listed on a national securities
exchange or traded on the NASDAQ National Market ("NASDAQ"), the per share value
of such consideration shall be equal to either the closing price per share
listed on such national securities exchange or NASDAQ on the date such
transaction is consummated or, if such securities have been valued for purposes
of the transaction at an average of trading prices, then such average price
shall be used, and (ii) if the consideration received by the Stockholder or such
affiliates (other than the Company) shall be in a form other than securities,
the per share value shall be determined in good faith as of the date such
transaction is consummated by the Stockholder and Parent, or, if the Stockholder
and the Parent cannot reach agreement, by a nationally recognized investment
baking firm reasonably acceptable to the parties. In determining the fair
market value of the aggregate consideration received or to be received by the
Stockholder in connection with a Topping Fee Event, all relevant factors shall
be considered including, without limitation, the nature and timing of the
consideration to be paid and the presence of contingent consideration or of
contingent liabilities; provided, however, that in any event, if, during the 12-
-------- -------
month period following the date of this Agreement, the outstanding shares of
Company Stock shall have been changed into a different number of shares or a
different class by reason of any stock dividend, subdivision, reclassification,
recapitalization, split, combination or exchange of shares, the aggregate
consideration received or to be received by Parent in connection with a Topping
Fee Event shall be correspondingly adjusted to reflect such stock dividend,
subdivision, reclassification, recapitalization, split, combination or exchange
of shares.
(g) "Topping Fee Event" means a transaction not involving Parent, its
subsidiaries or affiliates which results in (a) a direct or indirect sale or
other disposition by the Stockholder or its affiliates (other than the Company)
of shares of Company Stock, (b) a merger or consolidation of the Company or any
of its Subsidiaries with or into another Person, (c) a sale or other disposition
of all or substantially all of the assets of the Company and its Subsidiaries
(whether in one or more transactions) or (d) any other extraordinary transaction
involving the Company or any of its Subsidiaries or any of their respective
assets, in each case in which the Stockholder or any of its affiliates (other
than the Company) receives cash or non-cash consideration with respect to any of
its shares of Company Stock, provided that such sale, other disposition, merger,
consolidation or other extraordinary transaction is consummated (or a definitive
written agreement with respect thereto is entered into) within twelve (12)
months after the date of this Agreement.
-3-
<PAGE>
ARTICLE II
VOTING AGREEMENT
Section 2.01 Agreement to Vote Shares. At every meeting of the
stockholders of the Company called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent of
the stockholders of the Company with respect to any of the following, the
Stockholder shall vote all or cause to be voted the shares of Company Stock that
it Beneficially Owns on the record date of any such vote: (i) in favor of the
Merger, the adoption of the Merger Agreement and the approval of the terms
thereof and (ii) against the following actions (other than the Merger and the
transactions contemplated by the Merger Agreement): (1) any merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (2) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries that under
applicable law requires the approval of the Company's stockholders; (3) (a) any
change in the majority of the board of directors of the Company; (b) any
material change in the present capitalization of the Company or any amendment of
the Company's Certificate of Incorporation that under applicable law requires
the approval of the Company's stockholders; (c) any other material change in the
Company's corporate structure or business that under applicable law requires the
approval of the Company's stockholders; or (d) any other action that under
applicable law requires the approval of the Company's stockholders which is
intended, or could reasonably be expected, to impede, interfere with, delay,
postpone, or materially adversely affect the consummation of the Merger or the
transactions contemplated by the Merger Agreement or this Agreement.
Section 2.02 Irrevocable Proxy. THE STOCKHOLDER HEREBY GRANTS TO, AND
APPOINTS PARENT AND THE PRESIDENT OF PARENT AND THE TREASURER OF PARENT, IN
THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY INDIVIDUAL WHO SHALL
HEREAFTER SUCCEED TO ANY SUCH OFFICE OF PARENT, AND ANY OTHER DESIGNEE OF
PARENT, EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S PROXY AND ATTORNEY-IN-FACT
(WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT
TO THE SHARES OF COMPANY STOCK BENEFICIALLY OWNED BY THE STOCKHOLDER SOLELY WITH
RESPECT TO THE MATTERS IN CLAUSES (i) and (ii) OF, AND SOLELY IN ACCORDANCE WITH
ARTICLE II HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE, AND THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH
OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT WITH RESPECT TO THE SHARES OF
COMPANY STOCK BENEFICIALLY OWNED BY THE STOCKHOLDER.
-4-
<PAGE>
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent represents and warrants to the Stockholder and to the Company that:
Section 3.01 Power; Binding Agreement. Parent has all the legal capacity,
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
have been duly and validly authorized by Parent and no other corporate
proceedings on the part of Parent are necessary to authorize this Agreement.
This Agreement has been duly and validly executed and delivered by Parent and
constitutes a valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms.
ARTICLE IV
COVENANTS OF THE STOCKHOLDER
Section 4.01 No Solicitation. The Stockholder shall not, directly or
indirectly, solicit (including by way of furnishing information) or respond to
any inquiries or the making of any Acquisition Proposal (as defined in the
Merger Agreement) or enter into or maintain or continue discussions or negotiate
with any Person in furtherance of such inquiries or to obtain an Acquisition
Proposal or agree to or endorse any Acquisition Proposal, or authorize or permit
any of its officers, directors or employees or affiliates (other than the
Company) to take any such action unless such action or actions would be
permissible under Section 4.2 of the Merger Agreement if undertaken by the Board
of Directors of the Company. The Stockholder will, except as explicitly
permitted pursuant to Section 4.2 of the Merger Agreement, immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any of the foregoing. Nothing
contained in this Section 4.01 shall restrict or prohibit members of the Board
of Directors of the Company from complying with their fiduciary duties as
directors of the Company.
Section 4.02 Restriction on Transfer and Non-Interference. Except as
applicable in connection with the transactions contemplated by Article II
hereof, the Stockholder shall not, directly or indirectly (i) offer for sale,
sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to, or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of the Shares of
Company Stock or any interest therein or (ii) take any action that would make
any representation or warranty of the Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling the Stockholder from
performing the Stockholder's obligations under this Agreement.
-5-
<PAGE>
Section 4.03 Topping Fee. In the event that any Topping Fee Event shall
occur, the Stockholder shall pay to Parent any Topping Fee due to Parent in
connection with such Topping Fee Event. Payment of such Topping Fee to Parent
shall be due immediately following the consummation of the related Topping Fee
Event and, if payable in cash, shall be payable in immediately available funds
by wire transfer to an account or accounts designated in writing by Parent or,
if payable in securities or other property, in a manner designated in writing by
Parent.
Section 4.04 Further Assistance. From time to time, at the request of
Parent and without further consideration, the Stockholder shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to carry out, in the most expeditious manner
practicable, the provisions of this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder represents and warrants to Parent that:
Section 5.01 Ownership of Shares; Voting Power. The Stockholder is the
record and Beneficial Owner of the number and type of Shares of Company Stock
shown next to such Stockholder's name on Schedule 1 hereto, and on the date
hereof, the Shares constitute all of the Shares of Company Stock owned of record
or Beneficially Owned by the Stockholder; the Stockholder has good title to all
of such Shares of Company Stock, free of all claims, liens, options, charges,
security interests or other legal or equitable rights and encumbrances (other
than any of the foregoing arising out of an action or omission of Parent) of
whatsoever nature, and with no restriction on the voting rights pertaining
thereto; and the Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Article II hereof, sole
power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares of Company Stock, with
no limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
Section 5.02 Power; Binding Agreement. The Stockholder has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement and the execution, delivery and performance of this
Agreement by the Stockholder will not violate any other agreement to which the
Stockholder is a party including, without limitation, any voting agreement,
stockholder agreement or voting trust. This Agreement has been duly and validly
executed and delivered by the Stockholder and constitutes a valid and binding
agreement of the Stockholder, enforceable against the Stockholder in accordance
with its terms. There is no beneficiary or holder of a voting trust certificate
or other interest of any
-6-
<PAGE>
trust of which the Stockholder is trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by the Stockholder
of the transactions contemplated hereby.
Section 5.03 No Conflicts. No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by the Stockholder and the
consummation by the Stockholder of the transactions contemplated hereby and none
of the execution and delivery of this Agreement by the Stockholder, the
consummation by the Stockholder of the transactions contemplated hereby or
compliance by the Stockholder with any of the provisions hereof shall (1)
conflict with or result in any breach of any applicable organizational documents
applicable to the Stockholder, (2) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, instrument or
obligation of any kind to which the Stockholder is a party or by which the
Stockholder or any of the Stockholder's properties or assets may be bound, or
(3) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to the Stockholder or any of the Stockholder's
properties or assets.
Section 5.04 No Finder's Fees. No broker, investment banker, financial
advisor or other Person is entitled to any broker's, finder's, financial
advisor's or other similar fee or commission in connection with this Agreement.
Section 5.05 Reliance by Parent. The Stockholder understands and
acknowledges that Parent's willingness to enter into the Merger Agreement is
subject to the Stockholder's execution and delivery of this Agreement and the
Stockholder's performance of all of its obligations hereunder.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to Parent as follows:
Section 6.01 Power; Binding Agreement. The Company has all necessary
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
have been duly and validly authorized by the Company and no other corporate
proceedings on the part of the Company are necessary to authorize this
Agreement. This Agreement has been duly and validly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.
Section 6.02 Approval by Board of Directors of the Company. The Board of
Directors of the Company (or the requisite members thereof, as the case may be)
has (or
-7-
<PAGE>
have), prior to the execution of this Agreement and prior to the time at and
date on which Parent became an "interested stockholder" for purposes of Section
203 of the DGCL, (i) approved the transaction for purposes of Paragraph B of
Article SEVENTH of the Certificate of Incorporation of the Company, (ii) taken
all action necessary to ensure that neither the transactions contemplated by
this Agreement nor the transactions contemplated by the Merger Agreement will
(A) give rise to a Distribution Date (as defined in the Rights Agreement) or (B)
cause any Rights (as defined in the Rights Agreement) to otherwise become
exercisable pursuant to the Rights Agreement and (iii) approved and authorized
the terms of this Agreement for purposes of Section 203 of the DGCL.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Termination. This Agreement shall terminate on and be of no
further force or effect upon the termination of the Merger Agreement for any
reason. Notwithstanding the foregoing, the provisions of Section 4.02 shall
continue to be in force and effect in the event that the Merger Agreement has
been terminated pursuant to, and in accordance with, the terms of (i) Section
7.1(b) thereof, if the failure of the Merger to be consummated is due to the
material failure of the Company to comply with any of its agreements or
covenants under the Merger Agreement, or (ii) Section 7.1(e) thereof.
Section 7.02 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
Section 7.03 Certain Events. The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to the Shares of Company Stock and
shall be binding upon any Person to which legal or Beneficial Ownership of such
Shares of Company Stock shall pass, whether by operation of law or otherwise.
Notwithstanding any transfer of Shares, the transferor shall remain liable for
the performance of all obligations under this Agreement of the transferor.
Section 7.04 Assignments. This Agreement shall not be assigned by the
Stockholder or the Company by operation of law or otherwise without the prior
written consent of Parent.
Section 7.05 Amendments, Waivers, Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by each of the
relevant parties hereto
-8-
<PAGE>
If to Stockholder: Pioneer Electronic Corporation
4-1 Meguro 1-chome
Meguro-ku, Tokyo 153 Japan
011 81-3-3495-4927 (telephone)
011 81-3-3495-4428 (telecopier)
Attn: Masaaki Shishikura
copy to: Pioneer North America, Inc.
2265 East 220th Street
Long Beach, CA 90810
(310) 952-2985 (telephone)
(310) 952-2199 (telecopier)
Attn: Gregory R. Pierson
and to: Pryor Cashman Sherman & Flynn
410 Park Avenue
New York, New York 10022
(212) 421-4100 (telephone)
(212) 326-0806 (telecopier)
Attn: Blake Hornick, Esq.
If to Parent: Film Holdings Co.
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
(617) 572-3000 (telephone)
(617) 572-3274 (telecopier)
Attn: Geoffrey S. Rehnert
copy to: Ropes & Gray
One International Place
Boston, MA 02110
(617) 951-7000 (telephone)
(617) 951-7050 (telecopier)
Attn: David C. Chapin
If to Company: LIVE Entertainment Inc.
15400 Sherman Way
Suite 500
Van Nuys, CA 91406
(818) 998-5060 (telephone)
(818) 908-9539(telecopier)
Attn: Roger A. Burlage
-9-
<PAGE>
copy to: Sidley & Austin
555 West Fifth Street
40th Floor
Los Angeles, CA 90013-1010
(213) 896-6013 (telephone)
(213) 896-6600 (telecopier)
Attn: Gary J. Cohen, Esq.
or to such other address as the Person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
Section 7.06 Severability. Whenever possible, each provision or portion
of any provisions of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions or portion of any provision had never been
contained herein.
Section 7.07 Specific Performance. Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
Section 7.08 Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
Section 7.09 No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its rights to exercise any such or other right, power or remedy or to
demand such compliance.
Section 7.10 Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
-10-
<PAGE>
Section 7.11 Jurisdiction. Each party hereby irrevocable submits to the
exclusive jurisdiction of the Court of Chancery in the State of Delaware or the
United States District Court of the Southern District of New York in any action,
suit or proceeding arising in connection with this Agreement, and agrees that
any such action, suit or proceeding shall be brought only in such court (and
waives any objection based on forum non convenience or any other objection to
venue therein); provided, however, that such consent to jurisdiction is solely
-------- -------
for the purpose referred to in this paragraph and shall not be deemed to be a
general submission to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each party hereto hereby
waives any right to a trial by jury in connection with any such action, suit or
proceeding.
Section 7.12 Survival of Representations and Warranties. All
representations and warranties contained herein which are made by the parties
hereto shall survive the Effective Time, the termination hereof and any
investigation at any time made by or on behalf of any party hereto.
Section 7.13 Descriptive Headings. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
Section 7.14 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
[Remainder of this page intentionally left blank]
-11-
<PAGE>
IN WITNESS WHEREOF, Parent, the Stockholder and the Company have caused this
Agreement to be duly executed as of the day and year first above written.
Film Holdings Co.
By: /s/ Geoffrey S. Rehnert
-------------------------------
Name: Geoffrey S. Rehnert
Title:
Pioneer Electronic Corporation
By: /s/ Masaaki Sono
-------------------------------
Name: Masaaki Sono
Title: Senior Managing Director
LIVE Entertainment Inc.
By: /s/ Roger Burlage
-------------------------------
Name: Roger Burlage
Title:
-12-
<PAGE>
SCHEDULE 1
----------
BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
Class Number of Shares
----- ----------------
<S> <C>
Common Stock 637,844
Series C Preferred Stock 15,000
</TABLE>
-13-
<PAGE>
EXHIBIT KK
Page 1 of 103 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 3, 1990
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [X]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 103 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
-----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
-----------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
-----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
-----------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 531,632
SHARES ------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------
EACH 9. SOLE DISPOSITIVE POWER 531,632
REPORTING --------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,632
-----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
-----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
-----------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
-----------------------------------------------------------------
- --------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 3 of 103 Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
--------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
--------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 531,632
SHARES ----------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -------------------------------
EACH 9. SOLE DISPOSITIVE POWER 531,632
REPORTING -----------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
---------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,632
--------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
--------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------
--------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 4 of 103 Pages
------------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
--------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
--------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
--------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 531,632
SHARES ---------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------
EACH 9. SOLE DISPOSITIVE POWER 531,632
REPORTING -----------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
531,632
--------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
--------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------
------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement on Schedule l3D relates to the shares (the "Shares") of
the common stock, par value $.0l per share, of LIVE Entertainment Inc., a
Delaware corporation (the "Company"). The principal executive offices of
the Company are located at 15400 Sherman Way, Van Nuys, California 91406
Item 2. Identity and Background.
-----------------------
This statement on Schedule 13D is filed by Pioneer Electronic
Corporation, a Japanese corporation ("PEC"), Pioneer North America, Inc., a
Delaware corporation ("PNAI"), and Pioneer LDCA, Inc., a Delaware
corporation ("PLI"). PEC, PNAI, and PLI are sometimes collectively
referred to herein as the "Reporting Persons."
PEC, through its subsidiaries, including PNAI and PLI,
manufactures and sells audio, video and car electronics equipment. PLI is
a wholly-owned subsidiary of PNAI, which is a wholly-owned subsidiary of
PEC. The address of the principal business and office of PEC is 4-1,
Meguro 1-Chome, Meguro-Ku, Tokyo 153, Japan. The address of the principal
business and office of each of PNAI and PLI is 2265 E. 220th Street, Long
Beach, California 90807.
The names, business addresses, present principal occupations or
employments, and citizenships, and the names, principal businesses and
addresses of the corporations or other
Page 5 of 103 Pages
<PAGE>
organizations in which such employment is conducted, of the executive
officers and directors of each of the Reporting Persons are set forth in
Schedule I hereto and incorporated herein by reference.
During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the executive officers
and directors of the Reporting Persons has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
-------------------------------------------------
Pursuant to the Preferred Stock Purchase Agreement, described in
Item 6, PLI has acquired 60,000 shares of Series C Convertible Exchangeable
Preferred Stock (the "Preferred Stock") of the Company at a purchase price
of $1,000 per share, 15,000 shares of which are presently exchangeable for
an aggregate of 531,632 Shares. The funds for the purchase price of the
Preferred Stock were obtained from the general corporate funds of PEC.
Page 6 of 103 Pages
<PAGE>
Item 4. Purpose of Transaction.
----------------------
The Preferred Stock was acquired pursuant to the Preferred Stock
Purchase Agreement, described in Item 6 (which response is incorporated
herein by reference), for investment purposes. The Reporting Persons intend
to review their position regarding the Company from time to time and may,
depending upon their evaluation of the Company's business and prospects,
and upon future developments, determine to increase their equity position
or dispose of securities of the Company, subject to the restrictions
contained in the Preferred Stock Purchase Agreement.
Although the foregoing represents the range of activities
presently contemplated by the Reporting Persons with respect to the
Company, it should be noted that the possible activities of the Reporting
Persons are subject to change at any time.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Under the Preferred Stock Purchase Agreement, described in
Item 6 (which response is incorporated herein by reference), PLI has
acquired 60,000 shares of the Preferred Stock, 15,000 shares of which are
presently exchangeable for an aggregate of 531,632 Shares or approximately
5.1% of the 10,365,319 Shares reported by the Company to be outstanding as
at May 31, 1990. PNAI, by virtue of its ownership of all of the
outstanding shares of capital stock of PLI, may be deemed to beneficially
own the Shares directly beneficially owned by PLI. PEC, by virtue of its
ownership of all of the outstanding shares
Page 7 of 103 Pages
<PAGE>
of capital stock of PNAI, may also be deemed to beneficially own all of the
Shares directly beneficially owned by PLI.
Except as set forth in this Item 5, none of the Reporting
Persons, and, to the best knowledge of the Reporting Persons, none of the
executive officers and directors of the Reporting Persons beneficially owns
any Shares.
(b) PLI will have the sole power to vote and dispose of the
Shares that it has the right to acquire. PNAI, by virtue of its ownership
of all of the outstanding shares of capital stock of PLI, and PEC, by
virtue of its ownership of all of the outstanding shares of capital stock
of PNAI, also may be deemed to have sole power to vote and dispose of the
Shares which PLI has the right to acquire.
Except as set forth in this Item 5, none of the Reporting
Persons, and, to the best knowledge of the Reporting Persons, none of the
executive officers and directors of the Reporting Persons has effected any
transactions in the shares in the past sixty days.
(d) and (e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
On May 31, 1990, PLI entered into a Preferred Stock Purchase
Agreement (the "Preferred Stock Purchase Agreement") with New Carolco
Investments B.V., a Netherlands corporation ("CIBV"), and the Company
providing for, among other things, the
Page 8 of 103 Pages
<PAGE>
acquisition of 60,000 shares of Preferred Stock by PLI or an affiliate.
Each share of the Preferred Stock (but not exceeding 15,000 shares of
Preferred Stock in the aggregate) is presently exchangeable, at PLI's
option, for an aggregate of ____ Shares. PLI acquired the Preferred Stock
on July 3, 1990 pursuant to the Preferred Stock Purchase Agreement. A copy
of the Preferred Stock Purchase Agreement is attached hereto as Exhibit B
and incorporated herein by reference.
Other than as set forth herein, none of the Reporting Persons
and, to the best knowledge of the Reporting Persons, none of the executive
officers and directors of the Reporting Persons, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with
each other or with any other person with respect to any securities of the
Company, including but not limited to the transfer or voting of any of the
Company's securities, finder's fees, joint ventures, loan or option
arrangements, puts or call, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A Joint Filing Agreement and Power of Attorney, dated as
of July 3, 1990.
Exhibit B Preferred Stock Purchase Agreement, dated as of May
31, 1990.
Exhibit C Certificate of Designation, Preference and Rights of
the Preferred Stock (Exhibit A to the Preferred Stock
Purchase Agreement).
Page 9 of 103 Pages
<PAGE>
Exhibit D Registration Rights Agreement (Exhibit H to the
Preferred Stock Purchase Agreement).
Page 10 of 103 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 3, 1990
PIONEER ELECTRONIC CORPORATI0N
By: /s/ Kaneo Ito
----------------------------------------
Name: Kaneo Ito
Title: Managing Director and General
Manager, International Division
Page 11 of 103
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 3, 1990
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald Stone
-------------------------------------
Name: Ronald Stone
Title: Vice President
Page 12 of 103
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 3, 1990
PIONEER LDCA, INC.
By: /s/ T. Kudo
-----------------------------------
Name: T.Kudo
Title: President
Page 13 of 103
<PAGE>
SCHEDULE I
----------
1. Information regarding executive officers and directors of Pioneer
Electronic Corporation ("PEC").
The Articles of Incorporation of PEC provides for a Board of Directors
of three or more members and for two or more Statutory Auditors.
Unless otherwise indicated, each person listed below is a citizen of
Japan, and the business address of such person is 4-1, Meguro 1-Chome,
Meguro-Ku, Tokyo 153, Japan.
<TABLE>
<CAPTION>
Name Present Principal
----- Occupation or Employment
------------------------
<S> <C>
Seiya Matsumoto President and Representative Director
of PEC.
Kanya Matsumoto Executive Vice-President and
Representative Director of PEC.
Takeo Yamamoto Senior Managing Director, Representative
Director and Head of Technologies of PEC.
Kiichi Yoshida Senior Managing Director, Representative
Director and Head of External Relations of
PEC.
Teruhiko Isobe Senior Managing Director, Representative
Director and Head of Audio/Video Business
Strategy of PEC.
Keiichi Yanagisawa Senior Managing Director, Representative
Director and General Manager of Car
Electronics Division of PEC.
Masaru Inagaki Managing Director and General Manager of
Corporate Planning Division of PEC.
Kaneo Ito Managing Director and General Manager of
International Division of PEC.
Masaaki Sono Managing Director and General Manager of
Finance and Accounting Division of PEC.
</TABLE>
Page 14 of 103 Pages
<PAGE>
<TABLE>
<S> <C>
Shigeyoshi Yanagi Managing Director and General Manager of
Home Electronics Division of PEC.
Akitaka Kato Director of PEC and General Manager of
Product Reliability and Customer Service
Division of PEC.
Norio Ichimura Director and General Manager of Information
Systems and Logistics Division of PEC. The
business address of each of Mr. Ichimura and
the Division is Recruit-Kawasaki Techno-Pier
Building 20F, 580-16, Horikawa-Cho, Saiwai-
Ku, Kawasaki-Shi, Kanagawa, Japan.
Tsuneo Kudo Director and General Manager of Domestic
Sales Division of PEC.
Ryuichi Noda Director and Deputy General Manager of
International Division of PEC.
Akira Tanaka Director of PEC and President and
Representative Director of Pioneer Video
Corporation ("PVC"). The business address of
each of Mr. Tanaka and PVC is 2680 Nishi-
Hanawa, Tatomi-Cho, Nakakoma-Gun, Yamanashi,
Japan.
Makito Baba Director and General Manager of General
Administration Division of PEC.
Masanao Okatani Director and General Manager of Patent
Administration Division of PEC.
Yoshimichi Inada Director of PEC and General Manager of PEC's
Kawagoe Plant. The business address of each
of Mr. Inada and the plant is 25-1, Aza-
Nishimachi, Yamada, Kawagoe-shi Saitama,
Japan.
Katsuhiro Abe Director and General Manager of Personnel
Division of PEC.
Shigeo Motohashi Statutory Auditor of PEC.
</TABLE>
Page 15 of 103 Pages
<PAGE>
<TABLE>
<S> <C>
Susumu Kasari Statutory Auditor of PEC. Mr. Kasari is as
an attorney-at-law, with an office at 450
Shin-Otemachi Building, 2-2-1, Otemachi,
Chiyoda-Ku, Tokyo, Japan.
Shigeru Hayakawa Statutory Auditor of PEC.
</TABLE>
2. Information regarding executive officers and directors of Pioneer
North America, Inc. ("PNAI").
Unless otherwise indicated, each person listed below is a citizen of
Japan, and the business address of such person is 2265 E. 220th
Street, Long Beach, California 90807.
<TABLE>
<CAPTION>
Name Present Principal
----- Occupation or Employment
------------------------
<S> <C>
Kaneo Ito See Section 1 of this Schedule I. In addition,
Mr. Ito is Chairman of the Board, Director and
President of PNAI.
Masaaki Sono See Section 1 of this Schedule I. In addition,
Mr. Sono is a Director of PNAI.
Ryuichi Noda See Section 1 of this Schedule I. In addition,
Mr. Noda is a Director of PNAI.
Setsugiro Onami Director of PNAI.
Sol P. Pryor Partner in the law firm of Pryor, Cashman,
Sherman & Flynn, with offices at 410 Park Avenue,
New York, New York 10022 and Director of PNAI.
Mr. Pryor is a U.S. citizen.
Ronald Stone Vice President of PNAI. Mr. Stone is a U.S.
citizen.
Junichi Endo Secretary of PNAI.
Makota Koshiba Treasurer of PNAI.
</TABLE>
Page 16 of 103 Pages
<PAGE>
3. Information regarding executive officers and directors of Pioneer LDCA,
Inc. ("PLI").
Unless otherwise indicated, each person listed below is a citizen of Japan,
and the business address of such person is 2265 E. 220th Street, Long
Beach, California 90807.
<TABLE>
<CAPTION>
Name Present Principal
---- Occupation or Employment
------------------------
<S> <C>
Kaneo Ito See Sections 1 and 2 of this Schedule I. In
addition, Mr. Ito is a Director of PLI.
Yasuo Aomi Chairman of the Board and Director of PLI. Mr.
Aomi's business address is 4-1, Meguro 1-Chome,
Meguro-Ku, Tokyo 153, Japan.
Tetsuro Kudo Director and President of PLI.
Setsugiro Onami See Section 2 of this Schedule I. In addition,
Mr. Onami is a Director of PLI.
Masao Nomura Secretary and Treasurer of PLI.
</TABLE>
Page 17 of 103 Pages
<PAGE>
EXHIBIT LL
Page 1 of 253 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 24, 1992
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 253 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,393,102
SHARES -----------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH ---------------------------------------
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 6,393,102
------------------------------------
10. SHARED DISPOSITIVE POWER 0
----------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,102
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- ---------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 3 of 253 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,393,102
SHARES ----------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH --------------------------------------
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 6,393,102
-----------------------------------
10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,102
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- --------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 4 of 253 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,393,102
SHARES ----------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH --------------------------------------
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER 6,393,102
-----------------------------------
10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,393,102
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- ------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 1 to the Schedule 13D, dated
July 3, 1990 (together the "Schedule 13D"), filed by Pioneer Electronic
Corporation, a Japanese corporation ("PEC"), Pioneer North America, Inc., a
Delaware corporation ("PNAI") and Pioneer LDCA, Inc., a Delaware corporation
("PLI") with respect to the shares (the "Shares") of the common stock, par value
$.01 per share, of LIVE Entertainment Inc., a Delaware corporation (the
"Company"). PEC, PNAI and PLI are sometimes collectively referred to herein as
the "Reporting Persons." All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Schedule 13D.
1. Item 3 of the Schedule 13D is amended by adding the following:
The Reporting Persons have not purchased the Shares but they may be
deemed to have beneficially acquired an aggregate of 6,393,102 Shares (the
"Pledged Shares"), pursuant to the two pledge agreements referred to in Items
6(v) and (vi) (collectively, the "Pledge Agreements") which may not satisfy the
conditions set forth in Rule 13d-3(d)(3). The 6,393,102 Pledged Shares include
the 531,632 Shares previously reported as subject to an exchange right on behalf
of PLI (the "Exchange Shares").
2. Item 4 of the Schedule 13D is amended by adding the following:
Under the Pledge Agreements referred to in Item 6 (which response is
incorporated herein by reference), Carolco
Page 5 of 253 Pages
<PAGE>
Pictures Inc. ("Carolco"), as pledgor, has granted security interests to PLI, Le
Studio Canal+ S.A. ("Studio Canal"), RCS Video Services Antilles N.V. ("RCS
N.V.") and RCS Video Services International B.V. ("RCS") in support of various
financial obligations of Carolco to the parties to the Pledge Agreements.
3. Item 5(a) of the Schedule 13D is hereby amended by adding the following:
PEC and PNAI may be deemed beneficially to own indirectly PLI and PLI may
be deemed to own directly, the 6,393,102 Pledged Shares of the Company or 52.9%
of the Company's Shares.
4. Item 5(b) of the Schedule 13D is amended by adding the following:
Until a default under the Pledge Agreements, PLI has no power to vote or
direct the voting of, or to dispose or direct the disposition of, the Pledged
Shares. After an occurrence of an event of default under the Pioneer Pledge
Agreement (as hereinafter defined) and during the Joint Action Period (as
defined in the Standstill Agreement referred to in Item 6), PLI has agreed not
to dispose or direct the disposition of the 3,899,792 Pledged Shares thereunder
without the unanimous consent of RCS and Studio Canal. After the expiration of
such Joint Action Period, PLI would be deemed to have the sole power to vote or
to direct the voting of and the sole power to dispose of or to direct the
disposition of such 3,899,792 Pledged Shares. After an occurrence of an event
of default under the Stock Pledge
Page 6 of 253 Pages
<PAGE>
Agreement (as hereinafter defined) and during the Joint Action Period (as
defined in the Intercreditor Agreement referred to in Item 6), PLI has agreed
not to dispose of or direct the disposition of the 2,493,310 Pledged Shares
thereunder without the unanimous consent of RCS and Studio Canal. After the
expiration of such Joint Action Period, PLI has agreed not to dispose of or
direct the disposition of the 2,493,310 Pledged Shares without the consent of
either RCS or Studio Canal. PLI has no direct or indirect agreements with any
other party as to voting or directing the vote of the Pledged Shares.
5. Item 5(c) of the Schedule 13D is hereby added as follows:
Pursuant to the Pledge Agreements, at the close of the restructuring on
March 24, 1992, the Reporting Persons may be deemed to have acquired beneficial
ownership of the 6,393,102 Pledged Shares. Pursuant to the Pioneer Pledge
Agreement, PLI a first priority security interest in 3,899,792 Pledged Shares as
well as a shared second priority security interest with Studio Canal, RCS and
RCS N.V. in the remainder. Pursuant to the Stock Pledge Agreement, PLI, Studio
Canal, RCS and RCS N.V. have a shared first priority security interest in
2,493,310 Pledged Shares and PLI has a second priority security interest in the
remainder.
6. Item 5(d) of the Schedule 13(d) is hereby added as follows:
Page 7 of 253 Pages
<PAGE>
The Reporting Persons believe that Carolco has the right to receive or
the power to direct the receipt of most cash dividends from the Pledged Shares
until the occurrence of an event of default under the Pledge Agreements.
7. Item 6 of the Schedule 13D is amended by adding the following:
Each share of PLI's Series C Preferred Stock is presently exchangeable,
at PLI's option, for an aggregate of 531,632 Exchange Shares.
(i) PLI entered into a Loan Agreement dated as of March 20, 1992 (the
"Loan Agreement") with Carolco, RCS and Studio Canal pursuant to which PLI, RCS
and Studio Canal agreed to make a $32,200,000 loan to Carolco. A copy of the
Loan Agreement is attached hereto as Exhibit E and incorporated herein by
reference.
(ii) PLI entered into a contingency loan agreement dated as of March 20,
1992 (the "Contingency Loan Agreement") with Carolco, Studio Canal, and RCS,
whereby PLI, RCS and Studio Canal each agreed to make loans of up to an
aggregate of $5,000,000 to Carolco. A copy of the Contingency Loan Agreement is
attached hereto as Exhibit F and incorporated herein by reference.
(iii) PLI entered into a Foreign Rights Loan Agreement dated as of March
17, 1992 (the "Foreign Rights Loan Agreement") with Carolco, pursuant to which
PLI agreed to make
Page 8 of 253 Pages
<PAGE>
certain loans to Carolco of up to $5,682,840 in accordance with the terms
thereof. A copy of the Foreign Rights Loan Agreement is attached hereto as
Exhibit G and incorporated herein by reference.
(iv) PLI entered into a Deferred Payments Agreement dated as of March
20, 1992 (the "Deferred Payments Agreement") with Studio Canal, RCS and RCS N.V.
and certain other parties referred to therein, pursuant to which PLI, Studio
Canal, RCS and RCS N.V. agreed to defer until December 31, 1992 the receipt of
up to $10,000,000 of certain interest, dividends and other payments from Carolco
and Carolco International N.V. ("CINV"). A copy of the Deferred Payments
Agreement is attached hereto as Exhibit H and incorporated herein by reference.
(v) In order to secure the obligations of Carolco under the Loan
Agreement, the Contingency Loan Agreement, the Foreign Rights Loan Agreement and
the Deferred Payments Agreement (the "Secured Obligations") and pursuant to the
Stock Pledge Agreement dated as of March 20, 1992 (the "Stock Pledge
Agreement"), Carolco granted each of PLI, Studio Canal, RCS and RCS N.V. a
shared first priority security interest in 39% of the Shares of the Company
owned by Carolco, or 2,493,310 Pledged Shares. In addition, PLI was granted a
second priority interest in the remainder, if any. A copy of the Stock Pledge
Agreement is attached hereto as Exhibit I and incorporated herein by reference.
Page 9 of 253 Pages
<PAGE>
(vi) In order to further secure the Secured Obligations and pursuant
to the Pioneer Stock Pledge Agreement dated as of March 20, 1992 (the "Pioneer
Pledge Agreement"), Carolco granted PLI a first priority interest in 61% of the
Shares of the Company owned by Carolco, or 3,899,792 Pledged Shares. In
addition, Carolco granted a second priority security interest in the remainder,
if any, to PLI, RCS, RCS N.V. and Studio Canal. A copy of the Pioneer Pledge
Agreement is attached hereto as Exhibit J and incorporated herein by reference.
(vii) PLI entered into an Intercreditor Agreement dated as of March 20,
1992 (the "Intercreditor Agreement") with RCS, RCS N.V. and Studio Canal (the
"Secured Parties"), and acknowledged and agreed to by Carolco and CINV which
sets forth the understanding among each of the Secured Parties concerning
Carolco's pledge of 39% of Pledged Shares under the Stock Pledge Agreement and
the remainder, if any, in the 61% of Pledged Shares under the Pioneer Pledge
Agreement. A copy of the Intercreditor Agreement is attached hereto as Exhibit
K and incorporated herein by reference.
(viii) PLI entered into a Standstill Agreement dated as of March 20,
1992 (the "Standstill Agreement") with RCS, RCS N.V. and Studio Canal which sets
forth PLI's agreement with the other parties concerning Carolco's pledge of 61%
of Pledged Shares under the Pioneer Pledge Agreement. A copy of the
Page 10 of 253 Pages
<PAGE>
Standstill Agreement is attached hereto as Exhibit L and incorporated herein by
reference.
(ix) The Registration Rights Agreement dated as of March 24, 1992 (the
"Registration Rights Agreement") among PLI, the Company, Carolco, RCS and Studio
Canal sets forth the rights with respect to the registration of the Pledged
Shares upon a default in respect of any of the Secured Obligations and a
foreclosure under either of the Pledge Agreements. A copy of the Registration
Rights Agreement is attached hereto as Exhibit M and incorporated herein by
reference.
8. Item 7 is amended by adding the following information:
Exhibit E - Loan Agreement, dated as of March 20, 1992.
Exhibit F - Contingency Loan Agreement, dated as of March 20, 1992.
Exhibit G - Foreign Rights Loan Agreement, dated as of
March 17, 1992.
Exhibit H - Deferred Payments Agreement, dated as of March 20 1992.
Exhibit I - Stock Pledge Agreement, dated as of March 20, 1992.
Exhibit J - Pioneer Stock Pledge Agreement, dated as of
March 20, 1992.
Page 11 of 253 Pages
<PAGE>
Exhibit K - Intercreditor Agreement, dated as of March 20, 1992.
Exhibit L - Standstill Agreement, dated as of March 20, 1992.
Exhibit M - Registration Rights Agreement dated as of
March 24, 1992.
Page 12 of 253 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 8, 1992
PIONEER ELECTRONIC CORPORATION
By: /s/ Ronald N. Stone
----------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By:/s/ Ronald N. Stone
----------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By:/s/ Ronald N. Stone
----------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 13 of 253 Pages
<PAGE>
EXHIBIT MM
Page 1 of 72 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 12, 1992
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 72 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,177,102
SHARES -----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ---------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,177,102
REPORTING ------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,177,102
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
- ------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 3 of 72 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,177,102
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY --------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,177,102
REPORTING -----------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,177,102
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
- ---------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 4 of 72 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
---------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
---------------------------------------------------------------------------
3. SEC USE ONLY
---------------------------------------------------------------------------
4. SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
---------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 6,177,102
SHARES ---------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 6,177,102
REPORTING ----------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
--------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,177,102
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
- --------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 2 to the Schedule 13D, dated July
3, 1990, as amended by Amendment No. 1 dated March 24, 1992 ("Amendment No. 1")
(collectively the "Schedule 13D"), filed by Pioneer Electronic Corporation, a
Japanese corporation ("PEC"), Pioneer North America, Inc., a Delaware
corporation ("PNAI") and Pioneer LDCA, Inc., a Delaware corporation ("PLI") with
respect to the shares (the "Shares") of the common stock, par value $.01 per
share, of LIVE Entertainment Inc., a Delaware corporation (the "Company"). PEC,
PNAI and PLI are sometimes collectively referred to herein as the "Reporting
Persons." All capitalized terms not otherwise defined herein shall have the
meanings given to them in the Schedule 13D.
1. Item 3 of the Schedule 13D is hereby amended as follows:
The Reporting Persons purchased 144,000 Shares (the "Purchased Shares")
from Carolco for aggregate purchase price of $315,000 pursuant to a Stock
Purchase Agreement (as hereinafter defined). The purchase consideration was paid
through a reduction of Carolco's obligations to PLI under the Loan Agreement
(filed as Exhibit E to Amendment No. 1 and incorporated herein by reference) in
the manner set forth in the First Amendment to Loan Agreement (as hereinafter
defined). The Purchased Shares were previously reported as subject to Pledge
Agreements (filed as Exhibits I and J to Amendment No. 1 and
Page 5 of 72 Pages
<PAGE>
incorporated herein by reference) on behalf of the Reporting Persons.
As previously reported, the Reporting Persons may be deemed
beneficially to own the remaining 6,033,102 Shares owned by Carolco (the
"Pledged Shares"), pursuant to the Pledge Agreements which may not satisfy
the conditions set forth in Rule 13d-3(d)(3). The Pledge Agreements have
been amended, respectively, by a Release and First Amendment to the Stock
Pledge Agreement and Release and First Amendment to the Pioneer Stock
Pledge Agreement referred to in Items 6(xii) and (xi) (together, the
"Releases") to permit the sale of the Purchased Shares to PLI. The
6,033,102 Pledged Shares include the 531,632 Shares previously reported as
subject to an exchange right on behalf of PLI.
2. Item 4 of the Schedule 13D is amended by adding the following:
PLI purchased the 144,000 Purchased Shares in order to protect Carolco
from a potential cross-default on its public and private debt due to the
Company's failure to pay an interest payment due May 15, 1992 on the
Company's 14.5% Senior Subordinated Notes due 1999. Such cross-default
could have occurred as long as the Company was a majority-owned subsidiary
of Carolco. PLI's acquisition of the 144,000 Purchased Shares from Carolco,
together with acquisitions by Le Studio Canal + ("Studio Canal") and RCS
Video International Services B.V. ("RCS BV"), each of
Page 6 of 72 Pages
<PAGE>
108,000 Shares from Carolco, had the effect of reducing Carolco's ownership
of the Shares to less than 50% of the outstanding Shares.
3. Item 5(a) of the Schedule 13D is hereby amended as follows:
PEC and PNAI may be deemed beneficially to own indirectly through PLI
and PLI owns directly the 144,000 Purchased Shares or 1.2% of the Company's
Shares, and may be deemed to own the 6,033,102 Pledged Shares of the
Company or 49.9% of the Company's Shares, for an aggregate of 6,177,102
Shares or 51.1% of the Company's Shares.
4. Item 5(b) of the Schedule 13D is amended as follows:
PLI has the power to vote or direct the voting of, or to dispose or
direct the disposition of, the 144,000 Purchased Shares.
Until a default under the Pledge Agreements, PLI has no power to vote
or direct the voting of, or to dispose or direct the disposition of, the
Pledged Shares. After an occurrence of an event of default under the
Pioneer Pledge Agreement (filed as Exhibit J to Amendment No. 1 and
incorporated herein by reference), and during the Joint Action Period (as
defined in the Standstill Agreement referred to in Item 6 of Amendment No.
1 and incorporated herein by reference), PLI has agreed not to dispose or
direct the disposition of the 3,755,792 Pledged Shares thereunder without
the unanimous consent of RCS BV and Studio
Page 7 of 72 Pages
<PAGE>
Canal. After the expiration of such Joint Action Period, PLI would be
deemed to have the sole power to vote or to direct the voting of and the
sole power to dispose of or to direct the disposition of such 3,755,792
Pledged Shares. After an occurrence of an event of default under the Stock
Pledge Agreement (filed as Exhibit I to Amendment No. 1 and incorporated
herein by reference) and during the Joint Action Period (as defined in the
Intercreditor Agreement referred to in Item 6 of Amendment No. 1 and
incorporated herein by reference), PLI has agreed not to dispose of or
direct the disposition of the 2,277,310 Pledged Shares thereunder without
the unanimous consent of RCS BV and Studio Canal. After the expiration of
such Joint Action Period, PLI has agreed not to dispose of or direct the
disposition of the 2,277,310 Pledged Shares without the consent of either
RCS BV or Studio Canal. PLI has no direct or indirect agreements with any
other party as to voting or directing the vote of any of the Pledged
Shares.
5. Item 5(c) of the Schedule 13D is hereby added as follows:
Pursuant to the Pledge Agreements as amended by the Releases, at the
close of the sale of the 144,000 Purchased Shares and the 216,000 Shares to
RCS BV and Studio Canal on June 12, 1992 at a purchase price of $2.1875 per
share, the Reporting Persons deemed beneficial ownership of the 6,393,102
Pledged Shares was reduced to 6,033,102 Pledged Shares which resulted in
Page 8 of 72 Pages
<PAGE>
the security interest of PLI under the Pioneer Stock Pledge Agreement being
reduced from 3,899,792 Pledged Shares to 3,755,792 Pledged Shares and the
security interest of PLI under the Stock Pledge Agreement being reduced
from 2,493,310 Pledged Shares to 2,277,310 Pledged Shares.
7. Item 6 of the Schedule 13D is amended by adding the following:
(x) PLI entered into a Stock Purchase Agreement dated as of June 12,
1990 (the "Stock Purchase Agreement") with Carolco, pursuant to which PLI
purchased the 144,000 Purchased Shares owned by Carolco. A copy of the
Stock Purchase Agreement is attached hereto as Exhibit N and incorporated
herein by reference.
(xi) PLI entered into a Release and First Amendment to the Pioneer
Stock Pledge Agreement dated as of June 12, 1992 (the "Release and First
Amendment to the Pioneer Stock Pledge Agreement") with Carolco, Studio
Canal, RCS BV and RCS Video Services Antilles N.V. ("RCS NV"), pursuant to
which the parties agreed to release certain of the Pledged Shares to permit
PLI to purchase the 144,000 Purchased Shares in accordance with the Stock
Purchase Agreement. A copy of the Release and First Amendment to the
Pioneer Stock Pledge Agreement is attached hereto as Exhibit 0 and
incorporated herein by reference.
(xii) PLI entered into a Release and First Amendment to the Stock
Pledge Agreement dated as of June 12, 1992 (the
Page 9 of 72 Pages
<PAGE>
"Release and First Amendment to the Stock Pledge Agreement") with Carolco,
Studio Canal, RCS BV and RCS NV, pursuant to which the parties agreed to
release certain of the Pledged Shares in order to permit Studio Canal and
RCS BV to each purchase the 108,000 Shares in accordance with the certain
Stock Purchase Agreements entered into between Carolco and each of Studio
Canal and RCS BV. A copy of the Release and First Amendment to the Stock
Pledge Agreement is attached hereto as Exhibit P and incorporated herein by
reference.
(xiii) PLI entered into a First Amendment and Waiver to Loan
Agreement dated as of June 12, 1992 (the "First Amendment and Waiver to
Loan Agreement") with Carolco, Studio Canal and RCS BV, pursuant to which,
among other things, PLI, RCS BV and Studio Canal as lenders allowed Carolco
to prepay the amounts owed by Carolco to each of them under the Loan
Agreement in an amount equal to, in the case of PLI, the purchase price of
the 144,000 Purchased Shares and, in the case of Studio Canal and RCS BV,
the purchase price of 108,000 shares, respectively. A copy of the First
Amendment and Waiver to Loan Agreement is attached hereto as Exhibit Q and
incorporated herein by reference.
(xiv) PLI entered into a First Amendment to Vista Puts Contingency
Loan Agreement dated as of June 12, 1992 (the "First Amendment to Vista
Puts Contingency Loan Agreement") with Carolco, Studio Canal and RCS BV,
pursuant to which, among other things, Studio Canal, RCS BV and PLI as
lenders agreed to consent
Page 10 of 72 Pages
<PAGE>
to the sale of the 144,000 Purchased Shares to PLI and the 108,000 Shares
to each of Studio Canal and RCS BV. A copy of the First Amendment to Vista
Puts Contingency Loan Agreement is attached hereto as Exhibit R and
incorporated herein by reference.
(xv) PLI entered into a First Amendment to Foreign Rights Loan
Agreement dated as of June 12, 1992 (the "First Amendment to Foreign Rights
Loan Agreement") with Carolco, pursuant to which PLI as lender thereunder
consented to, among other things, the sale of the 144,000 Purchased Shares.
A copy of the First Amendment to Foreign Rights Loan Agreement is attached
hereto as Exhibit S and incorporated herein by reference.
(xvi) PLI, as lender, entered into a First Allonge to Secured
Promissory Note ("First Allonge to Secured Promissory Note") with Carolco,
as borrower, pursuant to which, the Secured Promissory Note was amended to
reflect the $315,000 prepayment of the loan. A copy of the First Allonge
to Secured Promissory Note is attached hereto as Exhibit T and incorporated
herein by reference.
8. Item 7 is amended by adding the following information:
Exhibit N - Stock Purchase Agreement dated as of June 12, 1992.
Exhibit O - Release and First Amendment to the Pioneer Stock
Pledge Agreement dated as of June 12, 1992.
Exhibit P - Release and First Amendment to the Stock Pledge
Agreement dated as of June 12, 1992.
Page 11 of 72 Pages
<PAGE>
Exhibit Q - First Amendment and Waiver to Loan Agreement dated
as of June 12, 1992.
Exhibit R - First Amendment to Vista Puts Contingency Loan
Agreement dated as of June 12, 1992.
Exhibit S - First Amendment to Foreign Rights Loan Agreement
dated as of June 12, 1992.
Exhibit T - First Allonge to Secured Promissory Note.
Page 12 of 72 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 24, 1992
PIONEER ELECTRONIC CORPORATION
By:/s/ Ronald N. Stone
----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By:/s/ Ronald N. Stone
----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By:/s/ Ronald N. Stone
----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 13 of 72 Pages
<PAGE>
EXHIBIT NN
Page 1 of __ Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 23, 1993
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
CUSIP NO. 538032 10 3 SCHEDULE 13D PAGE 2 OF __ PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITMES 2(d) or 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER 11,103,210
------------------------
NUMBER OF
SHARES
8 SHARED VOTING POWER 0
BENEFICIALLY ------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 11,103,210
------------------------
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER 0
WITH ------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 11,103,210
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 65.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 538032 10 3 SCHEDULE 13D PAGE 3 OF __ PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITMES 2(d) or 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER 11,103,210
------------------------
NUMBER OF
SHARES
8 SHARED VOTING POWER 0
BENEFICIALLY ------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 11,103,210
------------------------
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER 0
WITH ------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,103,210
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 538032 10 3 SCHEDULE 13D PAGE 4 OF __ PAGES
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITMES 2(d) or 2(e)
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER 11,103,210
------------------------
NUMBER OF
SHARES
8 SHARED VOTING POWER 0
BENEFICIALLY ------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 11,103,210
------------------------
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER 0
WITH ------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
11,103,210
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
65.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 3 to the Schedule 13D, dated July
3, 1990, as amended by Amendment No. 1 dated March 24, 1992 ("Amendment No. 1"),
as amended by Amendment No. 2 dated June 12, 1992 (collectively the "Schedule
13D"), filed by Pioneer Electronic Corporation, a Japanese corporation ("PEC"),
Pioneer North America, Inc., a Delaware corporation ("PNAI") and Pioneer LDCA,
Inc., a Delaware corporation ("PLI") with respect to the shares (the "Shares")
of the common stock, par value $.01 per share, of LIVE Entertainment Inc., a
Delaware corporation (the "Company"). PEC, PNAI and PLI are sometimes
collectively referred to herein as the "Reporting Persons." All capitalized
terms not otherwise defined herein shall have the meanings given to them in the
Schedule 13D.
1. Item 3 of the Schedule 13D is hereby amended by adding the following:
PLI purchased 15,000 shares of Series C Convertible Preferred Stock,
$1.00 par value per share (the "Series C Stock"), from the Company in exchange
for PLI's right, title and interest in and to LIVE Home Video, L.P., a
California limited partnership (the "Partnership"), which interest was valued at
$15,000,000 (and was contributed to the Partnership at its creation from the
general corporate funds of PLI) pursuant to the Stock Purchase Agreement (as
hereinafter defined). Each share of Series C Stock held by PLI is convertible at
PLI's option into 328.4 Shares and, therefore, the 15,000 shares of Series C
Stock are convertible into a total of 4,926,108 Shares.
Page 5 of Pages
<PAGE>
2. Item 4 of the Schedule 13D is amended by adding the following:
PLI acquired the 15,000 shares of Series C Stock described in Item 3
for (i) general investment purposes, (ii) as a means to protect its investment
in Carolco given Carolco's historical affiliation with the Company in order to
insure the success of the Company's current restructuring, and (iii) as a
possible means to expand PEC's U.S. base of operations. In light of PLI's level
of ownership of capital stock of the Company, the Reporting Persons may, at a
future time, consider becoming actively involved in the management of the
Company's operations and may, at a future time, consider assuming control of the
Company, although no decisions with respect to any of such actions have been
made by the Reporting Persons. It is likely that the Reporting Persons will seek
substantial representation on the Company's Board of Directors at its 1993
Annual Meeting of Stockholders and may even seek to elect a majority of such
Board.
Carolco is currently in the process of its own corporate and financial
restructuring (the "Carolco Restructuring") which as currently structured
proposes to, as part of various exchanges of securities and other interests,
provide (among other things) that all of the Pledged Shares will be released and
distributed to PLI, RCS BV and Studio Canal. Pursuant to such release and
distribution, it is anticipated that PLI would directly receive approximately
3,755,792 shares of the total 6,033,102 Pledged Shares. As a result, the total
number of
Page 6 of Pages
<PAGE>
shares beneficially owned by the Reporting Persons will decrease to 8,825,900
Shares (from 11,103,210 Shares) or approximately 51.9% of the 17,009,541 Shares
that would be outstanding as described in Item 5(a) hereof because the total
number of Pledged Shares would no longer be included in Item 5(a) as being
beneficially held by the Reporting Persons. The terms of the Carolco
Restructuring are not yet defined final and are subject to further changes.
There is no assurance that the Carolco Restructuring will be consummated.
3. Item 5(a) of the Schedule 13D is hereby amended in its entirety as
follows:
PEC and PNAI may be deemed beneficially to own indirectly through PLI
and PLI owns directly (i) 144,000 Shares and (ii) 15,000 shares of Series C
Stock, which is presently convertible into 4,926,108 Shares (the "Conversion
Shares"). As a result, the Reporting Persons beneficially own 5,070,108 Shares
which represents approximately 29.8% of the 17,009,541 Shares that would be
outstanding if the 4,926,108 Conversion Shares were added to the 12,083,433
Shares reported by the Issuer in its Form S-4 Registration Statement filed with
the Securities and Exchange Commission on November 17, 1992 (file no. 33-54654),
and may be deemed to own the 6,033,102 Pledged Shares of the Company for an
aggregate of 11,103,210 Shares which represents approximately 65.3% of the
Company's Shares based upon the information set forth above.
4. The first paragraph of Item 5(b) of the Schedule 13D is
Page 7 of Pages
<PAGE>
amended in its entirety as follows:
PLI has the power to vote or direct the voting of, or to dispose or
direct the disposition of, the 5,070,108 Shares it owns or has the right to
acquire. PNAI, by virtue of its ownership of all of the outstanding shares of
capital stock of PLI, and PEC, by virtue of its ownership of all of the
outstanding shares of capital stock of PNAI, also may be deemed to have the sole
power to vote and dispose of the Shares which PLI owns or has the right to
acquire.
5. Item 5(c) of the Schedule 13D is hereby added as follows:
Except as set forth in Item 3, none of the Reporting Persons, and, to
the best knowledge of the Reporting Persons, none of the executive officers and
directors of the Reporting Persons has effected any transactions in the Shares
in the past sixty (60) days.
7. Item 6 of the Schedule 13D is amended by adding the following:
(xvii) PLI entered into a Stock Purchase Agreement dated as of September
14, 1992 (the "Stock Purchase Agreement") with the Company, pursuant to which on
March 23, 1993 PLI purchased 15,000 shares of Series C Stock from the Company. A
copy of the Stock Purchase Agreement is attached hereto as Exhibit U and is
incorporated herein by reference.
(xviii) PLI entered into a Registration Rights Agreement for Series C
Convertible Preferred Stock dated as of
Page 8 of Pages
<PAGE>
September 14, 1992, pursuant to which PLI is granted certain rights to register
the Conversion Shares. A copy of the Registration Rights Agreement is attached
as Exhibit V and is incorporated by reference.
8. Item 7 is amended by adding the following information:
Exhibit U - Stock Purchase Agreement dated as of September 14, 1992.
Exhibit V - Registration Rights Agreement for Series C Convertible
Preferred Stock dated as of September 14, 1992.
Exhibit W - Certificate of Designation, Preferences and Rights of
Series C Convertible Preferred Stock.
Page 9 of Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 30, 1993
PIONEER ELECTRONIC CORPORATION
By:/s/ Ronald N. Stone
---------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald N. Stone
-----------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By: /s/ Ronald N. Stone
----------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 10 of Pages
<PAGE>
EXHIBIT OO
Page 1 of __ Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 1993
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 538032 10 3 PAGE 2 OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (SEE ITEM 3)
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Japan
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 8,955,331
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 8,955,331
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,955,331
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
52.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 538032 10 3 SCHEDULE 13D PAGE 3 OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00 (See Item 3)
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
5 IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 8,955,331
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 8,955,331
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,955,331
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
52.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 PAGE 4 OF PAGES
----------- ---
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00 (See Item 3)
--------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
5 IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER 8,955,331
SHARES -------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED BY -------------------------------------
EACH SOLE DISPOSITIVE POWER 8,955,331
REPORTING --------------------------------
PERSON WITH SHARED DISPOSITIVE POWER 0
--------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,955,331
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13
52.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 4 to the Schedule 13D, dated July
3, 1990, as amended by Amendment No. 1 dated March 24, 1992, as amended by
Amendment No. 2 dated June 12, 1992, as amended by Amendment No. 3 dated March
30, 1993 (collectively, the "Schedule 13D"), filed by Pioneer Electronic
Corporation, a Japanese corporation ("PEC"), Pioneer North America, Inc., a
Delaware corporation ("PNAI") and Pioneer LDCA, Inc., a Delaware corporation
("PLI") with respect to the shares of the common stock, par value $.01 per share
(the "Shares" or "Common Stock"), of LIVE Entertainment Inc., a Delaware
corporation (the "Company"). PEC, PNAI and PLI are sometimes collectively
referred to herein as the "Reporting Persons." All capitalized terms not
otherwise defined herein shall have the meanings given to them in the Schedule
13D.
1. Item 3 of the Schedule 13D is hereby amended by adding the following:
As a result of the consummation of the Carolco Restructuring on
October 20, 1993, pursuant to the terms and provisions of the Contribution and
Exchange Agreement, dated as of May 25, 1993, by and among Carolco, Studio
Canal, Cinepole Productions B.V. ("Cinepole"), RCS, RCS N.V., RCS International
Communications N.V. ("RCS Communications") and PLI, a copy of which is attached
as Exhibit X (the "Contribution and Exchange Agreement"), all of the Pledged
Shares have been released and distributed (the "Pledge Release") to PLI, RCS BV
and Studio Canal. Pursuant to the Pledge Release, PLI directly received
3,885,223 of the total Pledged Shares (the "Pledge Release Shares") in
satisfaction of $11,002,466 of the $20,340,332 outstanding and due PLI under the
Loan Agreement (including accrued interest thereon). As a result of the Pledge
Release, the total number of
Page 5 of Pages
<PAGE>
shares beneficially owned by the Reporting Persons decreased to 8,955,331 Shares
(from 11,103,210 Shares) or to approximately 52.6% of the 17,016,027 Shares that
would be outstanding as described in Item 5(a) hereof because the total number
of Pledged Shares is no longer included in Item 5(a) as being beneficially held
by the Reporting Persons. For purposes of determining the amount under the Loan
Agreement due to PLI to be satisfied by the Pledge Release, the Pledge Release
Shares were valued at the LIVE Share Price (as defined in the Contribution and
Exchange Agreement) which was $2.831 on October 20, 1993. The remaining
$9,337,866 due to PLI under the Loan Agreement not satisfied by the receipt of
the Pledge Release Shares was satisfied by the delivery of 8,586,543 shares of
common stock, par value $.01 per share, of Carolco pursuant to Section 3(b) of
the Contribution and Exchange Agreement (the "Carolco Shares"). Further,
pursuant to the Contribution and Exchange Agreement, PLI no longer owns 60,000
shares of Series C Convertible Exchangeable Preferred Stock of Carolco of which
15,000 shares were exchangeable for an aggregate of 531,632 Shares (the "Carolco
Exchange Shares"). As a result, thereof, the Reporting Persons no longer have
the right to acquire the Carolco Exchange Shares.
2. Item 4 of the Schedule 13D is amended by adding the following:
PLI acquired the Pledge Release Shares and the Carolco Shares
described in Item 3 as a means to maximize its investment in Carolco given
Carolco's historical affiliation with the Company and thereby insure the success
of the Carolco Restructuring. In light of PLI's level of ownership of capital
stock of the Company, the Reporting Persons may, at a future
Page 6 of Pages
<PAGE>
time, consider becoming actively involved in the management of the Company's
operations and may, at a future time, (i) consider assuming control of the Board
of Directors of the Company or acquiring 100% ownership of the Company, (ii)
consider proposing a merger of the Company with and into Carolco (the approval
of the Board of Directors of Carolco would be necessary to effect such a merger;
the Reporting Persons currently have four nominees serving as directors on
Carolco's 15 member Board), or (iii) consider proposing the sale of the Company,
or of the Reporting Persons' interest in the Company, to an unaffiliated third
party. No decisions with respect to any of the above actions have been made by
the Reporting Persons. The Reporting Persons currently have one representative
on the Company's Board of Directors and intend to increase their representation
thereon in the near future to a total of four or five representatives out of a
total of 10.
3. Item 5(a) of the Schedule 13D is hereby amended in its entirety as
follows:
PEC and PNAI may be deemed to beneficially own indirectly through PLI
and PLI owns directly (i) 144,000 Shares, (ii) 15,000 shares of Series C Stock,
which are presently convertible into 4,926,108 Shares (the "Conversion Shares")
and (iii) 3,885,223 Shares received pursuant to the Pledge Release. As a
result, the Reporting Persons beneficially own 8,955,331 Shares which represent
approximately 52.6% of the 17,016,027 Shares that would be outstanding if the
4,926,108 Conversion Shares were added to the 12,090,016 Shares reported by the
Company in its Form l0-Q Quarterly Report filed on August 16, 1993.
Page 7 of Pages
<PAGE>
4. The first paragraph of Item 5(b) of the Schedule 13D is amended in its
entirety as follows:
PLI has the power to vote or direct the voting of, or to dispose or
direct the disposition of, the 8,955,331 Shares it owns or has the right to
acquire. PNAI, by virtue of its ownership of all of the outstanding shares of
capital stock of PLI, and PEC, by virtue of its ownership of all of the
outstanding shares of capital stock of PNAI, also may be deemed to have the sole
power to vote and dispose of the Shares which PLI owns or has the right to
acquire.
5. Item 5(c) of the Schedule 13D is hereby added as follows:
Except as set forth in Item 3, none of the Reporting Persons, and, to
the best knowledge of the Reporting Persons, none of the executive officers and
directors of the Reporting Persons has effected any transactions in the Shares
in the past sixty (60) days.
7. Item 6 of the Schedule 13D is amended by adding the following:
(xix) PLI entered into a Contribution and Exchange Agreement, dated
as of May 25, 1993, by and among Carolco, Studio Canal, Cinepole, RCS B.V., RCS
N.V. and RCS Communication, pursuant to which, among other things, PLI received
3,885,331 Shares. A copy of the Contribution and Exchange Agreement is attached
hereto as Exhibit X and is incorporated herein by reference.
(xx) PLI entered into a Registration Rights Agreement with respect
to the Pledge Release Shares, dated as of July 20, 1993, with Carolco, the
Company, RCS B.V., RCS N.V. and Studio Canal pursuant to which PLI was granted
certain rights to register the Pledge Release Shares. A
Page 8 of Pages
<PAGE>
copy of the Registration Rights Agreement is attached as Exhibit Y and is
incorporated by reference.
8. Item 7 is amended by adding the following information:
Exhibit X - Contribution and Exchange Agreement dated as of May 25,
1993.
Exhibit Y - Registration Rights Agreement for Pledge Release Shares
dated as of July 20, 1993.
In addition, Schedule I to Item 7 is amended in its entirety by deleting
Schedule I and substituting in its place the following:
[See next page]
Page 9 of Pages
<PAGE>
SCHEDULE I
----------
1. Information regarding executive officers and directors of Pioneer
Electronic Corporation ("PEC").
The Articles of Incorporation of PEC provides for a Board of Directors
of three or more members and for two or more Statutory Auditors.
Unless otherwise indicated, each person listed below is a citizen of
Japan, and the business address of each person is 4-1, Meguro 1-chome,
Meguro-ku, Tokyo 153, Japan.
<TABLE>
<CAPTION>
Name Present Principal
----- Occupation or Employment
------------------------
<S> <C>
Seiya Matsumoto President and Representative Director
of PEC.
Kanya Matsumoto Executive Vice-President and Representative Director
of Car Electronics, Industrial Systems and Industrial
Systems Sales Groups, and Industrial Design Centers of
PEC.
Takeo Yamamoto Executive Vice President, Representative Director and
head of technologies of PEC.
Teruhiko Isobe Senior Managing Director, Representative Director and
Head of external relations, laser disc business and
Production Coordination Division of PEC.
Kaneo Ito Senior Managing Director, Representative Director and
General Manager of International Business Group and
head of overseas operations, Public Relations and
Advertising and Promotion Divisions of PEC. See also
Sections 2 and 3 of this Schedule I.
</TABLE>
Page 10 of Pages
<PAGE>
Masaaki Sono Senior Managing Director, Representative Director and
General Manager of Finance and Accounting Division of
PEC and in charge of Corporate Planning, Personnel and
Information Systems Division. See also Section 2 of
this Schedule I.
Shigeyoshi Yanagi Managing Director and General Manager of Product
Reliability and Customer Service Division of PEC.
Maseo Sugimoto Managing Director and General Manager of Research and
Development Group.
Yoshimichi Inada Managing Director and General Manager of Car
Electronics Group of PEC. See also Section 2 of this
Schedule I.
Makito Baba Managing Director and General Manager of General
Administration Division of PEC.
Tsuneo Kudo Director and Deputy General Manager of Industrial
Systems Sales Group of PEC.
Ryuichi Noda Director of PEC and President and Representative
Director of Pioneer LDC, Inc. See also Section 2 of
PEC.
Masanao Okatani Director and General Manager of Intellectual Property
Division of PEC.
Katsuhiro Abe Director and General Manager of Industrial Relations
Division of PEC, and head of Related Business
Administration Division.
Toyokatsu Okushi Director and Deputy General Manager of Industrial
Systems Sales Group of PEC.
Fusao Murakami Director and General Manager of Industrial Systems
Group of PEC. See also Section 2 of this Schedule I.
Hitoshi Knamaru Director and General Manager of Corporate Research and
Development Laboratory of PEC.
Page 11 of Pages
<PAGE>
Setsujiro Onami Director and General Manager of Domestic Sales Group.
Hiroshi Aiba Director and General Manager of Home Electronics
Planning and Coordination Division, and head of OEM
Sales Division.
Kiichi Yoshida Director, President and Representative Director of
Music Channel Co., Ltd.
Takashi Kobayashi Director, Managing Director of Pioneer Electronics
Eurocentre N.V. and Chairman and Managing Director of
Pioneer Electronic (Europe) N.V.
Masaru Ingaki Statutory Auditor of PEC
Susumu Kasari Statutory Auditor of PEC. Mr. Kasari is as an attorney-
at-law, with an office at 450 Shin-Otemachi Building,
2-2-1, Otemachi, Chiyoda-ku, Tokyo, Japan.
Shigeru Hayakawa Statutory Auditor of PEC.
2. Information regarding executive officers and directors of Pioneer
North America, Inc. ("PNAI").
Unless otherwise indicated, each person listed below is a citizen
of Japan, and the business address of such person is 2265 E. 220th
Street, Long Beach, California 90807.
<TABLE>
<CAPTION>
Name Present Principal
---- Occupation or Employment
------------------------
<S> <C>
Kaneo Ito Director and Chief Executive Officer of PANI. See also
Sections 1 and 3 of this Schedule I.
Shoichi Yamada Director and President of PANI. See also Section 3 of
this Schedule I.
Masaaki Sono Director of PNAI. See also Section 1 of this Schedule
I.
</TABLE>
Page 12 of Pages
<PAGE>
Ryuichi Noda Director of PNAI. See also Section 1 of this Schedule
I.
Saul P. Pryor Former Partner of the law firm of Pryor, Cashman
Sherman & Flynn, with offices at 410 Park Avenue, New
York, New York 10022 and Director of PNAI. Mr. Pryor is
a U.S. citizen.
Yukifusa Seita Director, Executive Vice President and Chief Operating
Officer of PNAI.
Yoshimichi Inada Director of PNAI. See also Section 1 of this Schedule
I.
Hiroshi Aiba Director of PNAI. See also Section 1 of this Schedule
I.
Akira Tanaka Director of PNAI.
Soichi Ishijima Director of PNAI.
Fusao Murakami Director of PNAI. See also Section 1 of this Schedule
I.
Ronald N. Stone Senior vice President and Secretary of PNAI. Mr. Stone
is a U.S. citizen. The business address of Mr. Stone is
2265 E. 220th Street, Long Beach, California 90810
Ken Hosoda Treasurer of PNAI. The business address of Mr. Hosoda
is Sherbrooke Office Center, 600 East Crescent Avenue,
Upper Saddle River, New Jersey 07458.
Page 13 of Pages
<PAGE>
3. Information regarding executive officers and directors of
Pioneer LDCA, Inc. ("PLI").
Unless otherwise indicated, each person listed below is a citizen
of Japan, and the business address of such person is 2265 E.
220th Street, Long Beach, California 90810.
<TABLE>
<CAPTION>
Name Present Principal
---- Occupation or Employment
------------------------
<S> <C>
Kaneo Ito Director of PLI. See also Sections 1 and 2 of this
Schedule I. Mr. Ito's business address is 4-1,
Meguro 1-chome, Meguro-ku, Tokyo 153, Japan.
Tetsuro Kudo Director and President of PLI.
Setsujiro Onami Director of PLI. See Section 1 of this Schedule I.
Masao Nomura Secretary and Treasurer of PLI.
Yasuo Aomi Director of PLI.
</TABLE>
Page 14 of Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 28, 1993
PIONEER ELECTRONIC CORPORATION
By: /s/ Ronald N. Stone
-----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald N. Stone
-----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By: /s/ Ronald N. Stone
-----------------------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 15 of Pages
<PAGE>
Exhibit PP
Page 1 of 21 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 24, 1994
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [X]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 21 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
----------------------------------------------------------------------------
7. SOLE VOTING POWER 8,955,331
----------------------------------------
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY --------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,955,331
REPORTING -----------------------------------
PERSON WITH
10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,955,331
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- --------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 3 of 21 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX 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 8,955,331
-----------------------------------------
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY ---------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,955,331
REPORTING ------------------------------------
PERSON WITH
10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,955,331
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- --------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 4 of 21 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX 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 8,955,331
-----------------------------------------
NUMBER OF
SHARES 8. SHARED VOTING POWER 0
BENEFICIALLY ---------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,955,331
REPORTING ------------------------------------
PERSON WITH
10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,955,331
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- --------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 5 to the Schedule 13D, dated
July 3, 1990, as amended by Amendment No. 1 dated March 24, 1992, as amended
by Amendment No. 2 dated June 12, 1992, as amended by Amendment No. 3 dated
March 30, 1993 and as amended by Amendment No. 4 dated October 28, 1993
(collectively, the "Schedule 13D"), filed by Pioneer Electronic Corporation, a
Japanese corporation ("PEC"), Pioneer North America, Inc., a Delaware
corporation ("PNAI") and Pioneer LDCA, Inc., a Delaware corporation ("PLI")
with respect to the shares of the common stock, par value $.0l per share (the
"Shares" or "Common Stock"), of LIVE Entertainment Inc., a Delaware
corporation (the "Company"). PEC, PNAI and PLI are sometimes collectively
referred to herein as the "Reporting Persons." All capitalized terms not
otherwise defined herein shall have the meanings given to them in the Schedule
13D.
1. Item 4 of the Schedule 13D is amended by adding the following:
On March 24, 1994, the Company and Carolco announced that they had
agreed in principle to enter into a tax free business combination ("Merger").
Pursuant to such Merger each holder of Carolco common stock will receive one
share of newly issued common stock of the Company for each 5.5 shares of
Carolco common stock (subject to adjustment under certain circumstances). The
three representatives of the Reporting Persons who serve on the Company's
Board of Directors have voted in favor of such Merger. The Merger is subject
to a number of conditions, including, but not limited to, execution of
definitive documentation and approval thereof by the Company's Board of
Directors, the approval of Carolco's Board of Directors (the Reporting Persons
currently have four representatives serving as directors on Carolco's 15
member Board), and approval of the Merger by the non-affiliated stockholders
of the Company and Carolco. Consequently, the Reporting Persons, as an
affiliated stockholder of each of the Company and Carolco, although they will
vote as a stockholder regarding the proposed Merger in favor thereof, they
will not have the ability, by themselves, to cause the Merger to be approved.
The Company and Carolco executed a letter of intent, dated March 23, 1994 (the
"Letter of Intent"), setting forth the general terms of the proposed Merger.
2. Item 6 is amended by adding the following:
(i) The Letter of Intent was entered into between the Company and
Carolco, pursuant to which, among other things, such companies agreed in
principle to enter into a Merger. A copy of the Letter of Intent is attached
hereto as Exhibit Z.
3. Item 7 is amended by adding the following:
Exhibit Z - Letter of Intent, dated March 23, 1994, between the
Company and Carolco.
Exhibit AA - Press Release dated March 24, 1994.
Page 5 or 21 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 31, 1994
PIONEER ELECTRONIC CORPORATION
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 6 of 21 Pages
<PAGE>
EXHIBIT QQ
Page 1 of 50 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 10, 1994
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
(A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 50 Pages
-----------
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [_]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 9,276,597
----------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
--------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 9,276,597
-----------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
---------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,276,597
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------------
- ---------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 3 of 50 Pages
-----------
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 9,276,597
----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
----------------------------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 9,276,597
----------------------------------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,276,597
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
- ------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 4 of 50 Pages
-----------
1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS*
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 9,276,597
----------------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
----------------------------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 9,276,597
----------------------------------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,276,597
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.5%
---------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
---------------------------------------------------------------------------
- ---------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 6 to the Schedule 13D, dated
July 3, 1990, as amended by Amendment No. 1 dated March 24, 1992, as
amended by Amendment No. 2 dated June 12, 1992, as amended by Amendment No.
3 dated March 30, 1993, as amended by Amendment No. 4 dated October 28,
1993, and as amended by Amendment No. 5 dated March 31, 1994 (collectively,
the "Schedule 13D"), filed by Pioneer Electronic Corporation, a Japanese
corporation ("PEC"), Pioneer North America, Inc., a Delaware corporation
("PNAI") and Pioneer LDCA, Inc., a Delaware corporation ("PLI") with
respect to the shares of the common stock, par value $.01 per share (the
"Shares" or "Common Stock"), of LIVE Entertainment Inc., a Delaware
corporation (the "Company"). PEC, PNAI and PLI are sometimes collectively
referred to herein as the "Reporting Persons." All capitalized terms not
otherwise defined herein shall have the meanings given to them in the
Schedule 13D.
1. Item 3 of the Schedule 13D is hereby amended by adding the
following:
Pursuant to the terms of the Certificate of Designations,
Preferences and Rights of the Series C Stock (included as Exhibit C to the
Schedule 13D), accrued but unpaid interest of $978,255 has been added to
the original Series C Stock liquidation preference entitling the Reporting
Persons to an additional 321,266 Conversion Shares above the 4,926,108
Conversion Shares previously reported. No additional consideration was
paid for such Shares.
2. Item 4 of the Schedule 13D is amended by adding the following:
On August 12, 1994, the Company and Carolco announced that they
had signed a definitive merger agreement to enter into a tax free business
combination ("Merger"). Pursuant to such Merger each holder of Carolco
Common Stock will receive one share of newly issued Common Stock of the
Company for each 5.5 shares of Carolco Common Stock (subject to adjustment
under certain circumstances). The Merger has been approved by the Boards
of Directors of each of the Company and Carolco. The Merger is subject to
a number of conditions, including, but not limited to, certain regulatory
approvals, the redemption of the Company's Series B Preferred Stock,
certain amendments to various public and private securities of the Company,
approval by the non-affiliated stockholders of the Company and Carolco, the
availability of ongoing financing commitments prior to the Merger and other
customary closing conditions.
In addition, PLI entered into an Investor Representation
Agreement, dated August 10, 1994 (the "Pioneer Representation Agreement"),
with the Company, Carolco and Carolco Acquisition Corp. ("Acquisition
Corp.") pursuant to which PLI agreed, among other things, (i) that prior to
the effective date of the Merger it would not sell or transfer any
securities of Carolco or the Company beneficially owned by it or grant any
proxy with respect thereto, and (ii) agreed to vote all securities of
Carolco and the Company
Page 5 of 50 Pages
<PAGE>
beneficially owned by it in favor of the Merger and the transactions
contemplated thereby.
In addition, PLI entered into a Stockholders Agreement with
Cinepole, RCS BV, MGM Holdings and New CIBV (the "LIVE Stockholders
Agreement") to address certain matters upon consummation of the Merger.
3. Item 5(a) of the Schedule 13D is hereby amended in its entirety
as follows:
(a) PEC and PNAI may be deemed to beneficially own indirectly
through PLI and PLI directly owns (i) 144,000 Shares of Common Stock, (ii)
15,000 shares of Series C Stock, which are presently convertible into
5,247,374 Shares of Common Stock (the "Conversion Shares") and (iii)
3,885,223 Shares of Common Stock. As a result, the Reporting Persons
beneficially own 9,276,597 Shares which represent approximately 53.5% of
the 17,340,984 Shares that would be outstanding if the 5,247,374 Conversion
Shares were added to the 12,093,610 Shares outstanding reported by the
Company to the Reporting Persons as of June 30, 1994.
PNAI, by virtue of its ownership of all of the outstanding shares
of capital stock of PLI, may be deemed to beneficially own the Shares
beneficially owned by PLI. PEC, by virtue of its ownership of all of the
outstanding shares of capital stock of PNAI may also be deemed to
beneficially own all of the Shares beneficially owned by
PLI.
4. Item 5(b) of the Schedule 13D is hereby amended in its entirety
as follows:
(b) PLI has the power to vote or direct the voting of, or to
dispose or direct the disposition of, the 9,276,597 Shares it owns or has
the right to acquire. PNAI, by virtue of its ownership of all of the
outstanding shares of capital stock of PLI, and PEC, by virtue of its
ownership of all of the outstanding shares of capital stock of PNAI, also
may be deemed to have the sole power to vote. and dispose of the Shares
which PLI owns or has the right to acquire. Other than as set forth in the
LIVE Stockholders Agreement referred to in Items 4 and 6, there are no
agreements with other parties to either vote or to act in concert with
respect to the Company.
5. Item 6 is amended by adding the following:
(i) The Pioneer Representation Agreement was entered into
between PLI, the Company, Carolco and Acquisition Corp., pursuant to which,
among other things, PLI agreed to vote its shares of Carolco and Company
securities in favor of the Merger. A copy of the Pioneer Representation
Agreement is attached hereto as Exhibit BB and is incorporated herein by
reference.
(ii) The LIVE Stockholders Agreement, a copy of which is attached
hereto as Exhibit DD and is incorporated herein by reference.
Page 6 of 50 Pages
<PAGE>
6. Item 7 is amended by adding the following:
Exhibit BB - Pioneer Investor Representation Agreement, dated
August 10, 1994, between PLI, the Company and Carolco.
Exhibit CC - Press Release, dated August 12, 1994.
Exhibit DD - LIVE Stockholders Agreement, dated August 10, 1994.
Page 7 of 50 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: August 19, 1994
PIONEER ELECTRONIC CORPORATION
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 8 of 50 Pages
<PAGE>
EXHIBIT RR
Page 1 of 18 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
----------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 24, 1995
----------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
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>
SCHEDULE 13D
CUSIP No. 538032 10 3 Page 2 of 18 Pages
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 1,881,597
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED ---------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER 1,881,597
REPORTING
PERSON ---------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,881,597
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 538032 10 3 Page 3 of 18 Pages
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer North America, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX 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
NUMBER
OF SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED
BY EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 538032 10 3 Page 4 of 18 Pages
-----------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer LDCA, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX 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
NUMBER
OF SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED
BY EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement constitutes Amendment No. 7 to the Schedule 13D, dated July 3,
1990, as amended by Amendment No. 1 dated March 24, 1992, as amended by
Amendment No. 2 dated June 12, 1992, as amended by Amendment No. 3 dated March
30, 1993, as amended by Amendment No. 4 dated October 28, 1993, as amended by
Amendment No. 5 dated March 31, 1994 and as amended by Amendment No. 6 dated
August 19, 1994 (collectively, the "Schedule 13D"), filed by Pioneer Electronic
Corporation, a Japanese corporation ("PEC"), Pioneer North America, Inc., a
Delaware corporation ("PNAI"), and Pioneer LDCA, Inc., a Delaware corporation
("PLI") with respect to the shares of the common stock, par value $.01 per share
(the "Shares" or "Common Stock"), of LIVE Entertainment Inc., a Delaware
corporation (the "Company"). All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Schedule 13D. All Share numbers
included herein give effect to the five-for-one reverse stock split of the
Common Stock effected by the Company in December 1994.
1. Item 2 of the Schedule 13D is hereby amended in its entirety as follows:
(a) This statement on Schedule 13D is filed by PEC. PEC is sometimes
referred to herein as the "Reporting Person."
(b-c) PEC, through its subsidiaries, manufactures and sells audio, video
and car electronics equipment. The address of the principal business and office
of PEC is 4-1, Meguro 1-chome, Meguro Ku, Tokyo 153, Japan.
(d) The names, business addresses, present principal occupations or
employments, and citizenships, and the names, principal businesses and addresses
of the corporations or other organizations in which such employment is
conducted, of the executive officers and directors of the Reporting Person are
set forth in Schedule I hereto and incorporated herein by reference.
(e-f) During the last five years, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, any of the executive officers and
directors of the Reporting Person has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding or a judicial or
Page 5 of 18 Pages
<PAGE>
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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.
(g) PEC is a Japanese Corporation.
2. Item 3 of the Schedule 13D is hereby amended by adding the following:
On March 24, 1995, PLI and PEC entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") (included as Exhibit EE to this Schedule 13D).
Pursuant to the Stock Purchase Agreement, PLI transferred 805,844 shares of
Common Stock of the Company owned by it and 15,000 shares of Series C Stock of
the Company owned by it for a total purchase price of $6,995,775.00. The Common
Stock and Series C Stock of the Company previously held by PEC and PNAI
indirectly through PLI are now directly owned by PEC. As a result, PNAI and PLI
no longer have an ownership interest in the Company.
Pursuant to the terms of the Certificate of Designations, Preferences and
Rights of the Series C Stock (included as Exhibit C to the Schedule 13D),
accrued but unpaid interest of $1,378,346 has been added to the original Series
C Stock liquidation preference entitling the Reporting Persons to convert the
Series C Stock into an aggregate of 1,075,753 shares (the "Conversion Shares").
No additional consideration was paid.
3. Item 4 of the Schedule 13D is amended by adding the following:
The intercompany transfers by PLI to PEC were consummated for internal
reasons relating to PEC. In addition, on April 13, 1995, PEC announced it will
recognize a writedown of $90,000,000 related to its investments in the Company
and Carolco (Press Release is included as Exhibit FF to this Schedule 13D).
Notwithstanding the above, the Reporting Persons intend to remain actively
involved in and supportive of the Company as shareholders and through Board
representation.
On October 13, 1994, the Company and Carolco jointly announced that the
Merger would not take place (Press Release is included as Exhibit GG to this
Schedule 13D).
Page 6 of 18 Pages
<PAGE>
4. Item 5(a) of the Schedule 13D is hereby amended in its entirety as follows:
(a) PEC beneficially owns (i) 805,844 Shares of Common Stock and (ii)
15,000 shares of Series C Stock, which are presently convertible into 1,075,753
Shares of Common Stock. As a result, PEC beneficially owns 1,881,597 Shares
which represent approximately 53.8% of the 3,494,453 Shares that would be
outstanding if the 1,075,753 Conversion Shares were added to the 2,418,700
Shares outstanding reported by the Company as of February 28, 1995 in its
outstanding reported by the Company as of February 28, 1995 in its Form 10-K for
the 1994 fiscal year. The amount indicated above as beneficially owned by PEC
does not include director options to purchase an aggregate of 2,000 shares held
by directors of the Company who are affiliates of PEC.
5. Item 5(b) of the Schedule 13D is hereby amended in its entirety as follows:
(b) PEC has the power to vote or direct the voting of, or to dispose or
direct the disposition of, the 1,881,597 Shares it owns or has the right to
acquire. Due to the cancellation of the Merger, the LIVE Stockholders Agreement
terminated without becoming effective.
6. Item 5(c) of the Schedule 13D is amended by adding the following:
(c) Except as set forth in Item 3 of this Amendment No. 7, none of PEC,
PNAI and PLI has effected any transactions in the Shares in the past sixty (60)
days.
7. Item 5(e) of the Schedule 13D is added as follows:
(e) As of March 24, 1995, PNAI and PLI ceased to be beneficial owners of
more than 5% of the Common Stock.
8. Item 6 is amended by adding the following:
(i) The Stock Purchase Agreement was entered into between PEC and PLI,
pursuant to which, among other things, PLI agreed to sell all Common Stock and
Series C Stock owned by it to PEC. A copy of the Stock Purchase Agreement is
attached hereto as Exhibit EE and is incorporated herein by reference.
9. Item 7 is amended by adding the following:
Page 7 of 18 Pages
<PAGE>
Exhibit EE -- Stock Purchase Agreement, dated March 24, 1995, between
PLI and PEC
Exhibit FF -- Press Release, dated April 13, 1995.
Exhibit GG -- Press Release, dated October 13, 1994.
In addition, Schedule I to Item 7 is amended in its entirety by deleting
Schedule I and substitution in its place the following:
SCHEDULE I
----------
1. Information regarding executive officers and directors of Pioneer
Electronic Corporation ("PEC").
Unless otherwise indicated, each person listed below is a citizen of Japan,
and the business address of such person is 4-1, Meguro 1-chome, Meguro-Ku, Tokyo
153, Japan.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME OCCUPATION OR EMPLOYMENT
---- ---------------------------------------------
<S> <C>
Seiya Matsumoto President and Director of PEC.
Kanya Matsumoto Executive Vice President and Director of PEC.
Katsuhiro Abe Director of PEC.
Hiroshi Aiba Director of PEC.
Makito Baba Director of PEC.
Yoshimichi Inada Director of PEC.
Kaneo Ito Director of PEC.
</TABLE>
Page 8 of 18 Pages
<PAGE>
<TABLE>
<S> <C>
Hitoshi Kanamaru Director of PEC.
Takashi Kobayashi Director of PEC.
Tsuneo Kudo Director of PEC.
Fusao Murakami Director of PEC.
Ryuichi Noda Director of PEC.
Masanao Okatani Director of PEC.
Toyokatsu Okushi Director of PEC.
Setsujiro Onami Director of PEC.
Masaaki Sono Director of PEC.
Masao Sugimoto Director of PEC.
Shigeyoshi Yanagi Director of PEC.
</TABLE>
Page 9 of 18 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 17, 1995 PIONEER ELECTRONIC CORPORATION
By: /s/ Masaaki Sono
-------------------
Name: Masaaki Sono
Title: Senior Managing Director
PIONEER NORTH AMERICA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
PIONEER LDCA, INC.
By: /s/ Ronald N. Stone
-------------------
Name: Ronald N. Stone
Title: Attorney-in-Fact
Page 10 of 18 Pages
<PAGE>
Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
LIVE ENTERTAINMENT INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
538032 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Gideon Cashman, Esq.
PRYOR, CASHMAN, SHERMAN & FLYNN
410 Park Avenue
New York, New York 10022 (212) 421-4100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 27, 1995
- --------------------------------------------------------------------------------
(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. [_]
Check the following box if a fee is being paid with the statement. [_]
A fee is not required only if the reporting 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).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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).
* 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.
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3 Page 2 of 7 Pages
-----------
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Electronic Corporation
-----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
-----------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------
4. SOURCE OF FUNDS*
-----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
-----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
----------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 1,713,597
SHARES -------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,713,597
PERSON WITH --------------------------
10. SHARED DISPOSITIVE POWER 0
------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,597
----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49%
---------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------
- ------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Statement constitutes Amendment No. 8 to the Schedule 13D,
dated July 3, 1990, as amended by Amendment No. 1 dated March 24, 1992,
as amended by Amendment No. 2 dated June 12, 1992, as amended by
Amendment No. 3 dated March 30, 1993, as amended by Amendment No. 4 dated
October 28, 1993, as amended by Amendment No. 5 dated March 31, 1994, as
amended by Amendment No. 6 dated August 19, 1994 and as amended by
Amendment No. 7 dated March 24, 1995 ( collectively, the "Schedule 13D"),
filed by Pioneer Electronic Corporation, a Japanese corporation ("PEC")
with respect to the shares of the common stock, par value $.01 per share
(the "Shares" or "Common Stock"), of LIVE Entertainment Inc., a Delaware
corporation (the "Company"). All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Schedule 13D. All
Share numbers included herein give effect to the five-for-one reverse
stock split of the Common Stock effected by the Company in December 1994.
1. Item 3 of the Schedule 13D is hereby amended by adding the
following:
On April 3, 1995, PEC and Sohbi Eizoh Corporation, a Japanese
corporation ("Sohbi Eizoh"), entered into a Stock Transfer Agreement (the
"Stock Transfer Agreement"), included as Exhibit HH to this Schedule 13D.
Pursuant to the Stock Transfer Agreement, PEC sold 168,000 shares of
Common Stock of the Company owned by it to Sohbi Eizoh for an aggregate
purchase price of $660,439.00.
2. Item 4 of the Schedule 13D is amended by adding the following:
The sale of the shares of Common Stock of the Company to the Sohbi
Eizoh Corporation was consummated as a means of diversifying PEC's
holdings and recovering a portion of PEC's investment in the Company. As
a result of the sale, PEC owns less than fifty percent (50%) of the
outstanding Common Stock of the Company and therefore PEC will no longer
be required to consolidate the financial statements of the Company with
the financial statements of PEC. PEC intends to remain actively involved
in and supportive of the Company as a shareholder and through Board
representation.
3. Item 5(a) of the Schedule 13D is hereby amended in its
entirety as follows:
(a) PEC beneficially owns (i) 637,844 Shares of Common Stock and
(ii) 15,000 shares of Series C Stock, which are presently convertible
into 1,075,753 Shares of Common Stock. As a result, PEC beneficially
owns 1,713,597 Shares which represent approximately 49% of the 3,494,453
Shares that would be outstanding if the 1,075,753 Conversion Shares were
added to the 2,418,700 Shares outstanding reported by the Company as of
February 28, 1995 in its Form 10-K for the 1994 fiscal year. The amount
indicated above as beneficially owned by PEC does not include director
options to
Page 3 of 7 Pages
<PAGE>
purchase an aggregate of 2,000 shares held by directors of the
Company who are affiliates of PEC.
4. Item 5(b) of the Schedule 13D is hereby amended in its
entirety as follows:
(b) PEC has the power to vote or direct the voting of, or to dispose
or direct the disposition of, the 1,713,597 Shares it owns or has the
right to acquire.
5. Item 5(c) of the Schedule 13D is amended by adding the
following:
(c) Except as set forth in Item 3 of this Amendment No. 8, PEC has
not effected any transactions in the Shares since Amendment No. 7 to the
Schedule 13D.
6. Item 6 is amended by adding the following:
(j) Pursuant to the Stock Transfer Agreement between PEC and Sohbi
Eizoh Corporation, PEC agreed to sell 168,000 shares of Common Stock
owned by it to Sohbi Eizoh Corporation. A copy of the Stock Transfer
Agreement is attached hereto as Exhibit HH and is incorporated herein by
reference.
7. Item 7 is amended by adding the following:
Exhibit HH - Stock Transfer Agreement, dated April 3, 1995, between
PEC and Sohbi Eizoh Corporation.
Page 4 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 538032 10 3
-----------
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 9, 1995 PIONEER ELECTRONIC CORPORATION
By: /s/ Ryuichi Noda
-----------------------------------
Name: Ryuichi Noda
Title: Senior Managing Director
Page 5 of 7 Pages
