BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing
Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street
Station
New York, NY 10008
February 14, 1996
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.
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,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934 (Amendment No. 2)*
Alliance Entertainment Corp.
__________________________________
NAME OF ISSUER:
Common Stock, $.0001 par value
_____________________________________
TITLE OF CLASS OF
SECURITIES 01859310
_____________________________________
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 7 Pages
CUSIP No. 01859310 Page 2 of 7 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 (as an investment
advisor) and its indirect wholly-owned subsidiary, BT
Capital Partners Inc. 13-6180473
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 and Bankers Trust
Company are New York corporations; BT Capital Partners
Inc. is a Delaware corporation
NUMBER OF 5. SOLE VOTING POWER
SHARES
Bankers Trust Company 74,500 shares
BT Capital Partners Inc. 2,974,937 shares
TOTAl SHARES 3,049,437
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
Bankers Trust Company 0 shares
BT Capital Partners Inc. 0 shares
TOTAL SHARES 0
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
Bankers Trust Company 74,500 shares
BT Capital Partners Inc. 2,974,937 shares
TOTAL SHARES 3,049,437
PERSON 8. SHARED DISPOSITIVE POWER
WITH
Bankers Trust Company 0 shares
BT Capital Partners Inc. 0 shares
TOTAL SHARES 0
CUSIP No. 01859310 Page 3 of 7 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 74,500 shares
BT Capital Partners Inc. 2,974,937 shares
TOTAL SHARES 3,049,437
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 0.2%
BT Capital Partners Inc
8.7% TOTAL
8.9%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporations - HC
Bankers Trust Company - BK
BT Capital Partners Inc. - CO
CUSIP No. 01859310 Page 4 of 7
Pages
Item 1(a) NAME OF ISSUER:
Alliance Entertainment Corp.
Item 1(b) ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE
OFFICES: 13500 North Central Expressway
P.O. Box 655474
Dallas, Texas 75265 -5474
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
whollyowned subsidiary, Bankers Trust Company,
(as an investment advisor), and indirectly wholly-
owned subsidiary BT Capital Partners Inc.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company (as an investment advisor) are
incorporated in the State of New York with its
principal business office located in New York; BT
Capital Partners Inc. 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, $0.0001 par value, of Alliance
Entertainment Corp.
Item 2(e) CUSIP NUMBER:
01859310
CUSIP No. 01859310 Page 5 of 7 Pages
Item 3 THE PERSON FILING IS A:
Not Applicable. This schedule is filed pursuant
to Rule 13d-1(c).
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995:
(i) Bankers Trust Company, as investment advisor,
owns 74,500 shares
(ii) BT Capital Partners Inc owns 2,974,937 shares
(b) PERCENT OF CLASS:
Bankers Trust Company, as investment advisor, owns
0.2% of the outstanding common stock
BT Capital Partners Inc owns 8.7% of the outstanding
common stock
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company,
as investment advisor 74,500 shares
BT Capital Partners Inc. 2,974,937 shares
TOTAL SHARES 3,049,437
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company,
as investment advisor 0 shares
BT Capital Partners Inc. 0 shares
TOTAL SHARES 0
CUSIP No. 01859310 Page 6 of 7
Pages
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company,
as investment advisor 74,500 shares
BT Capital Partners Inc. 2,974,937 shares
TOTAL SHARES 3,049,437
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company,
as investment advisor 0 shares
BT Capital Partners Inc. 0 shares
TOTAL SHARES 0
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A
CLASS:
[]
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 Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 01859310 Page 7 of 7 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of
such securities and were not acquired in connection with
or as a participant in any transaction having such purpose
or effect.
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, 1995
Bankers Trust New York Corp.
/s/James T. Byrne, Jr.
James T. Byrne, Jr.
Secretary
Bankers Trust Company, as investment
advisor.
/s/James T. Byrne, Jr.
James T. Byrne, Jr.
Secretary
BT Capital Partners Inc.
/s/Heidi Silverstein
Heidi Silversterin
Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown
below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Capital Partners Inc. is shown
below:
Bankers Trust New York Corporation
|
100%
|
BT Holdings (New York) Inc.
|
100%
|
BT Capital Partners Inc.
