LIVE ENTERTAINMENT INC.
15400 Sherman Way, Suite 500
Van Nuys, California 91406
(818) 908-0303
June 16, 1997
To: The Stockholders of LIVE ENTERTAINMENT INC.
On behalf of the Board of Directors (the "Board") and
management of LIVE Entertainment Inc., a Delaware corporation (the
"Company"), I cordially invite you to attend a Special Meeting of
Stockholders of the Company (the "Special Meeting") to be held at
10:00 a.m., local time, on July 9, 1997, at the Wyndham Bel Age
Hotel, 1020 North San Vicente Boulevard, West Hollywood,
California.
At the Special Meeting, you will be asked to consider and vote
upon a proposal (the "Merger Proposal") which, if approved, will
have the following effect:
(i) each share of Common Stock of the Company will be
converted into the right to receive $6.00 per share in
cash;
(ii) each share of Series B Cumulative Convertible Preferred
Stock of the Company will be converted into the right to
receive $10.00 per share in cash, plus accrued and unpaid
dividends; and
(iii) each share of Series C Convertible Preferred Stock
of the Company will be converted into the right to
receive $944.8624 per share in cash, all as more
fully described in the accompanying Proxy
Statement.
These transactions will be effected through the merger (the
"Merger") of a newly formed corporation ("Merger Sub") with and
into the Company, with the Company surviving as a wholly owned
subsidiary of the entity controlling Merger Sub.
The Board has determined that the Merger is in the best
interests of the Company and its stockholders and has unanimously
approved the Agreement and Plan of Merger dated April 17, 1997 (the
"Merger Agreement") and the transactions contemplated thereby,
including the Merger. The Board unanimously recommends that you
vote "FOR" the Merger Proposal.
You are urged to read carefully the accompanying Proxy
Statement, which includes a description of the terms of the
proposed Merger. A copy of the Merger Agreement is attached to the
Proxy Statement as Annex A.
As is more fully explained in the Proxy Statement, holders of
Common Stock have the right to dissent from the Merger and to
receive payment of the fair value of their shares upon full
compliance with Section 262 of the General Corporation Law of the
State of Delaware.
Whether or not you plan to attend the Special Meeting, you are
requested to specify your voting preferences by completing, dating
and signing the enclosed proxy card and returning it in the
enclosed postage-paid envelope. If you do attend and wish to vote
in person, you may revoke your proxy at that time.
Please do not send in your stock certificates at this time.
In the event the Merger is consummated, you will be sent a letter
of transmittal for that purpose as soon as reasonably practicable
thereafter.
Sincerely,
Roger A. Burlage
Chairman of the Board and
Chief Executive Officer
