SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
LIVE Entertainment Inc.
(Name of Issuer)
Series B Cumulative Convertible Preferred Stock, par value
$1.00
(Title of Class of Securities)
538032301
(CUSIP Number)
Stephen M. Schultz, Esq.,
Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, 18th Floor,
New York, New York 10176,
Tel: (212) 986-6000
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
May 2, 1996
(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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elliott Associates, L.P., a Delaware Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 SOLE VOTING POWER
414,485
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
414,485
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
414,485
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.85%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 17
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
This statement is filed pursuant to Rule 13d-2(a) with
respect to securities beneficially owned by the reporting
person specified herein as of May 9, 1996 and amends and
supplements the Schedule 13D dated February 9, 1996, as
amended on April 19, 1996 and on April 25, 1996 (the "Schedule
13D"). Pursuant to Regulation S-T, the Schedule 13D, as
further amended, is restated below.
ITEM 1. Securities and Issuer
This statement relates to the Series B Cumulative
Covertible Preferred Stock, par value $1.00 (the "Preferred
Stock") of LIVE Entertainment Inc. (the "Issuer"). The
Issuer's principal executive offices are located at 15400
Sherman Way, Van Nuys, California 91406.
ITEM 2. Identity and Background
(a)-(c) The name of the person filing this statement
on Schedule 13D is Elliott Associates, L.P., a Delaware
limited partnership, and its wholly-owned subsidiaries
("Elliott"). Paul E. Singer ("Singer") and Braxton
Associates, L.P., a New Jersey limited partnership
("Braxton"), are the general partners of Elliott.
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
Elliott's principal business is to purchase, sell, trade
and invest in securities.
SINGER
Singer's business address is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
Singer's principal occupation or employment is that
of serving as general partner of Elliott and Braxton.
BRAXTON
The business address of Braxton is 222 Cedar Lane,
Suite 111, Teaneck, New Jersey 07666.
The principal business of Braxton is the furnishing
of investment advisory services.
The names, business or residence addresses, and
present principal occupation or employment of the general
partners of Braxton are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019 General Partner of
Elliott and Braxton
Braxton Associates,
Inc. 222 Cedar Lane, Suite 111
Teaneck, New Jersey
07666 The principal business of
Braxton Associates, Inc.
is serving as General
Partner of Braxton.
The names, business or residence addresses, and present
principal occupation or employment of the directors and
executive officers of Braxton Associates, Inc. are as follows:
NAME ADDRESS OCCUPATION
Paul E. Singer 712 Fifth Avenue
36th Floor
New York, New York
10019
General Partner of
Elliott and Braxton
(d) and (e) During the last five years, none of the
persons or entities above 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.
(f) All of the natural persons listed above are citizens
of the United State of America.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Reporting
Persons in making purchases of the Preferred Stock owned by it
are set forth below.
SOURCE OF FUNDS AMOUNT OF FUNDS
Margin account at Merrill Lynch, $1,670,565.00
Pierce, Fenner and Smith and
Broadcourt Capital Corp.
Total $1,670,565.00
ITEM 4. Purpose of Transaction
Elliott has acquired the Preferred Stock of the Issuer
beneficially owned by it in the ordinary course of its trade
or business of purchasing, selling, trading and investing in
securities. Depending upon market conditions and other
factors that it may deem material, Elliott may purchase
additional shares of Preferred Stock or may dispose of all or
a portion of the Preferred Stock that it now owns or may
hereafter acquire.
Pursuant to the terms of the Certificate of Designations
for the Preferred Stock, the holders of the Preferred Stock
are entitled to elect four directors to the Issuer's Board of
Directors at the Issuer's annual meeting of stockholders,
which was held on May 2, 1996 (the "Annual Meeting"). In its
April 2, 1996 proxy statement to stockholders, the Issuer's
Board of Directors included its four nominees to serve as the
directors elected by Preferred Stock. In accordance with
prior notice sent to the Issuer, Elliott's designee nominated
Charles MacDonald at the Annual Meeting to be one of the
directors of the Issuer elected by the Preferred Stock. At
the Annual Meeting, Elliott's designee voted Elliott's shares,
as well as proxies received by Elliott to vote 1,312,921
shares of Preferred Stock held by other parties, in favor of
Mr. MacDonald's election, as well as for the Issuer's
nominees, other than one and Mr. MacDonald and such nominees
were elected to the Issuer's Board of Directors.
Except as set forth herein, Elliott has no plans or
proposals which relate to or would result in any of the
actions set forth in subparagraphs (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) Elliott beneficially owns 414,485 shares of
Preferred Stock which comprises 10.85% of the class.
(b) Elliott has the sole power to vote or direct
the vote of, and to dispose or direct the disposition of the
shares of Preferred Stock.
(c) No transactions in the Preferred Stock were
effected by Elliott during the past sixty (60) days.
(d) No person other than Elliott has the right to
receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Preferred Stock owned by
Elliott.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
In connection with the director nomination referred to in
Item 4 above, Elliott made an exempt limited solicitation (to
ten or fewer persons) of proxies from other holders of
Preferred Stock to vote their shares in favor of Elliott's
nominee at the Annual Meeting and to vote their shares in
favor of Issuer's nominees, other than one. In response to
this exempt solicitation, Elliott received proxies to vote
1,312,921 shares. As described in Item 4 above, Elliott's
designee voted such proxies at the Annual Meeting.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete, and correct.
Dated: May 9, 1996 ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Paul E. Singer, General Partner
