LIVE ENTERTAINMENT INC
DEFA14A, 1995-04-06
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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LIVE Entertainment Inc.

                                                  April 3, 1995




Dear Stockholder:

    You are cordially invited to attend the annual meeting of
holders of Common Stock, Series B Cumulative Convertible Preferred
Stock and Series C Convertible Preferred Stock of LIVE
Entertainment Inc. (the "Company") to be held at The Peninsula
Beverly Hills, 9882 Little Santa Monica Boulevard, Beverly Hills,
California 90212, on Tuesday, May 9, 1995, at 10:00 a.m.

     At this meeting, Common Stockholders and Series C Convertible
Preferred Stockholders are being asked to elect six Directors to
the Company's Board of Directors; to approve an amendment to the
Company's 1988 Stock Option and Stock Appreciation Rights Plan to
increase the number of shares of the Company's Common Stock for
which options may be granted; and to ratify management's
appointment of independent auditors for 1995.  Series B Cumulative
Convertible Preferred Stockholders are being asked to elect two
Directors to the Company's Board of Directors.  Please give your
attention to the Proxy Statement appearing on the following pages,
which describes these matters in detail.

     It is important that your shares be represented at the annual
meeting whether or not you are personally able to attend. YOU ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE.

     Thank you for your cooperation.                              
      

                              Sincerely,




                              ROGER A. BURLAGE
                              President and Chief Executive Officer



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