BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Clarke S. Edgar Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-9399 Church Street Station
New York, NY 10008
February 13, 1995
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Alliance Entertainment Corp.
(formerly Trinity Capital Opportunity Corp.)
Pursuant to Rule 13d-1 of the General Rules and Regulations under
the Securities Exchange Act of 1934, the following is one copy of
the Schedule 13G with respect to the common stock of the above
referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
/s/Clarke S. Edgar
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Alliance Entertainment Corp.
(formerly Trinity Capital Opportunity Corp.)
_______________________________________
NAME OF ISSUER:
Common Stock, $.0001 par value
_______________________________________
TITLE OF CLASS OF SECURITIES
896443 10 8
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (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 or less
of such class.) (See Rule 13d-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 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).
(Continued on following page(s))
Page 1 of 5 Pages
CUSIP No. 896443 10 8 Page 2 of 5 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation, its wholly owned
subsidiary, Bankers Trust Company and its indirect wholly-
owned subsidiary, BT Capital Corporation
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation is a New York corporation;
Bankers Trust Company is a New York banking corporation; BT
Capital Corporation is a Delaware corporation
NUMBER OF 5. SOLE VOTING POWER
SHARES 3,048,437
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 3,048,437*
PERSON 8. SHARED DISPOSITIVE POWER
WITH -0-
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,048,437*
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.6%
CUSIP No. 896443 10 8 Page 3 of 5 Pages
12.TYPE OF REPORTING PERSON
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Capital Corporation - CO
Item 1(a) NAME OF ISSUER:
Alliance Entertainment Corp. (formerly Trinity
Capital Opportunity Corp.)
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
115 East 57th Street
New York, New York 10022
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its indirect
wholly-owned subsidiary, BT Capital Corporation.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Bankers Trust New York Corporation, Bankers Trust
Company and BT Capital Corporation are located at
280 Park Avenue, New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers Trust
Company are incorporated in the State of New York
with its principal business office located in New
York; BT Capital Corporation is incorporated in the
State of Delaware with its principal business office
located in New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.0001 par value, of Alliance
Entertainment Corp.
Item 2(e) CUSIP NUMBER:
896443 10 8
Item 3 FILING STATUS UNDER RULE 13d-1(b) or 13d-2(b):
Not applicable. This Schedule is filed pursuant to
Rule 13d-1(c).
CUSIP No. 896443 10 8 Page 4 of 5 Pages
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(1) BT Capital Corporation owns 2,974,937 shares
of common stock which amount includes 407,903
warrants currently exercisable into common stock.
(2) Bankers Trust Company as investment advisor
owned 73,500 shares of common stock
(b) Percent of Class:
BT Capital Corporation owns 9.4% of the outstanding
common stock
Bankers Trust Company owns 0.2% of the outstanding
common stock
(c)(1) Number of shares as to which BT Capital
Corporation has:
(i) sole power to vote or to direct the
vote - 2,974,937
(ii) shared power to vote or to direct the
vote - 0
(iii) sole power to dispose or to direct the
disposition of - 2,974,937
(iv) shared power to dispose or to direct
the disposition of - 0
(c)(2) Number of shares as to which Bankers Trust
Company has:
(i) sole power to vote or to direct the
vote - 73,500
(ii) shared power to vote or to direct the
vote - 0
(iii) sole power to dispose or to direct the
disposition of - 73,500
(iv) shared power to dispose or to direct
the disposition of - 0
Item 5 OWNERSHIP OF FIVE PERCENT OF LESS OF A CLASS:
Not applicable.
CUSIP No. 896443 10 8 Page 5 of 5 Pages
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT 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:
See Exhibit to Item 7.
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.
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.
Date: as of December 31, 1994
Signature: BANKERS TRUST NEW YORK CORPORATION
/s/James T. Byrne, Jr.
By: James T. Byrne, Jr.
Title: Secretary
Signature: BT CAPITAL CORPORATION
/s/Heidi Silverstein
By: Heidi Silverstein
Title: Secretary
Signature: BANKERS TRUST COMPANY
/s/James T. Byrne, Jr.
By: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Capital Corporation, the subsidiary which
acquired the security being reported on, is shown below:
Bankers Trust New York Corporation
|
|
Bankers Trust Company
|
|
BT Holdings (New York), Inc.
|
|
BT Capital Corporation
Includes 407,903 warrants currently exercisable into common stock.
