LIVE ENTERTAINMENT INC
SC 13G, 1996-02-23
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G

                  Under the Securities and Exchange Act of 1934

                           (Amendment No. __________)*



                       Live Entertainment of Canada, Inc.

                                (Name of Issuer)

                                  Common Stock


                         (Title of Class of Securities)

                                   538032 10 3


                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement o. (A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto  reporting  beneficial  ownership  of  five  percent  of or less of such
class.) (See Rule 13-d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  and Exchange Act
of 1934 ("Act") or otherwise  subject to the  liabilities of that section of the
Act but shall be subject to all other  provisions of the Act  (however,  see the
Notes).





<PAGE>




   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Thomas H. Lee Equity Partners, L.P.

   2      CHECK THE  APPROPRIATE  BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 

   3      SEC USE ONLY


   4      CITIZENSHIP OR PLACE OF ORGANIZATION
          Delaware

                              5           SOLE VOTING POWER
        NUMBER OF                         -0-
          SHARES
       BENEFICIALL
        Y OWNED BY
           EACH
        REPORTING
          PERSON
           WITH
                               6          SHARED VOTING POWER
                                          2,182,574
           
                               7          SOLE DISPOSITIVE POWER
                                         -0-
                               8          SHARED DISPOSITIVE POWER
                                          2,182,574

   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,182,574

   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
          SHARES
          X

   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
          65.3%

   12     TYPE OF REPORTING PERSON
          PN


<PAGE>


Item 1(a)         Name of Issuer

                  Live Entertainment of Canada, Inc.


Item 1(b)         Address of Issuer's principal executive offices

                  15400 Sherman Way
                  Suite 500
                  Van Nuys, CA  91406

Item 2(a)         Name of person filing

                  Thomas H. Lee Equity Partners,  L.P. ("Equity Partners"),  THL
                  Equity  Advisors  Limited  Partnership  ("Advisors")  and  THL
                  Equity  Trust  ("Trust")  each of  whom  may be  deemed  to be
                  beneficial  owners,  for purposes of this Schedule 13G, of the
                  securities owned directly by Equity Partners.

Item 2(b)         Address of principal business office or, if none, residence

                  The address of each of Equity Partners,  Advisors and Trust is
                  75 State Street, Boston, MA 02109.

Item 2(c)         Citizenship

                  Equity Partners:          Delaware
                  Advisors:                 Delaware
                  Trust:                    Massachusetts

Item 2(d)         Title of class of securities

                  Common Stock

Item 2(e)         CUSIP Number

                  538032 10 3

Item 3            If Statement  filed  pursuant to Rule  13d-1(b) or  13d-2(b),
                  check whether the person filing is a

                  (a)      |_|              Broker or Dealer

                  (b)      |_|              Bank

                  (c)      |_|              Insurance Company

                  (d)      |_|              Investment Company

                  (e)      |_|              Investment Advisor
<PAGE>
                  (f)      |_|              Employee Benefit Plan, Pension Fund
                                            or Endowment Fund

                  (g)      |_|              Parent Holding Company

                  (h)      |_|              Group

Item 4            Ownership

                  (a)      Amounts beneficially owned

                                    As of December  31,  1995,  Equity  Partners
                           directly  owned  1,258,504  shares  of  the  Issuer's
                           Common Stock. Additionally,  Equity Partners directly
                           owned  Convertible  Notes of the Issuer,  immediately
                           convertible  into  924,070  shares  of  the  Issuer's
                           Common Stock. Due to their existing relationships and
                           arrangements,  each of Equity Partners, Advisors, the
                           General  Partner  of each  of  Equity  Partners,  and
                           Trust,  the  General  Partner of  Advisors,  could be
                           deemed to be beneficial  owners, for purposes of this
                           Schedule  13G, of the shares of Common  Stock held by
                           Equity Partners.

                  (b)      Percent of class

                                    Each of Equity Partners,  Advisors and Trust
                           could be deemed to be beneficial owners, for purposes
                           of this  Schedule  13G,  of the  2,182,574  shares of
                           Common Stock  beneficially  owned by Equity Partners;
                           beneficial  ownership of such shares would constitute
                           beneficial  ownership of  approximately  65.3% of the
                           Issuer's Common Stock.

                  (c)      Number of shares as to which such person has

                                 The  power  to vote  or to  dispose  of,  or to
                           direct  the  voting or  disposal  of,  the  2,182,574
                           shares of the  Issuer's  Common  Stock held by Equity
                           Partners is vested in Advisors  (the General  Partner
                           of Equity Partners) and Trust (the General Partner of
                           Advisors). Accordingly, for purposes of this Schedule
                           13G, Equity Partners,  Advisors and Trust may each be
                           deemed to share  the  power to vote or to direct  the
                           voting  of and may be  deemed  to share  the power to
                           dispose   or  to  direct  the   disposition   of  the
                           securities  covered by this  Statement  and therefore
                           each may be  deemed  to be a  beneficial  owner  with
                           respect to such securities. Equity Partners disclaims
                           beneficial ownership of any shares not directly owned
                           by Equity  Partners,  and  Advisors  and  Trust  each
                           disclaim beneficial ownership of all such shares.



<PAGE>



Item 5            Ownership of 5% or Less of a Class

                  Not applicable

Item 6            Ownership of more than 5% on behalf of another person

                  Not applicable

Item 7            Identification and classification of the subsidiary which 
                  acquired the security being reported on by the Parent 
                  Holding Company

                  Not applicable

Item 8            Identification and classification of members of the Group


                  Not applicable

Item 9            Notice of Dissolution of Group
- ------            ------------------------------

                  Not applicable

Item 10           Certification

                  Not applicable


<PAGE>
                                    SIGNATURE


    After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.




Dated:  February 14, 1996                  Thomas H.  Lee Equity Partners, L.P.


<PAGE>


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