SEC Info - Invemed Catalyst Fund LP, et al. - ‘SC 13D/A’ on 1/16/03 re: Medialive International Inc

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Invemed Catalyst Fund LP, et al. – ‘SC 13D/A’ on 1/16/03 re: Medialive International Inc

On: Thursday, 1/16/03, at 5:07pm ET · Accession #: 950142-3-100 · File #: 5-59479

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/16/03  Invemed Catalyst Fund LP          SC 13D/A               2:28K  Medialive International Inc       Paul Weiss Ri… LLP 01/FA
          Gladwyne Catalyst GenPar, LLC
          Invemed Catalyst Fund, L.P.
          Invemed Catalyst GenPar, LLC
          Invemed Securities, Inc.
          Kenneth G. Langone

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                        9     47K 
 2: EX-99       Exhibit 1                                              2±     8K

SC 13D/A — Amendment No. 2
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationship With Respect to the Issuer Identity and Background Interest in Securities of the Issuer Is Deleted in Its Entirety and Replaced by the Following: Is Hereby Amended by Adding to the Last Paragraph Thereto the Following: Materials to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
7	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 5. Is Deleted in Its Entirety and Replaced by the Following:
8	Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to the Issuer
"	Item 6. Is Hereby Amended by Adding to the Last Paragraph Thereto the Following:
"	Item 7. Materials to Be Filed as Exhibits

SC 13D/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -----------------------

AMENDED AND RESTATED
SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No.2)*
 -----------------------

 KEY3MEDIA GROUP, INC.
(Name of Issuer)

 COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

 49326R104
(CUSIP Number)

MS. SUZANNE M. PRESENT
 INVEMED CATALYST FUND, L.P.
 375 PARK AVENUE
SUITE 2205
NEW YORK, NY 10152
TEL. NO.: (212) 843-0542
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
 and Communications)
 -----------------------

 JANUARY 6, 2003
(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(e), 1(f) or 1(g), check the following box [_].   

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. 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).                                                                         

================================================================================

SC 13D/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
----------------------------------               -------------------------------
49326R104                                                           Page 2 of 9 
----------------------------------               -------------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                      
1        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Invemed Catalyst Fund, L.P.                 
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (b)     [X]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS                                                        

OO                                          
--------------------------------------------------------------------------------
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              7       SOLE VOTING POWER              
SHARES                                                    
BENEFICIALLY OWNED BY EACH             27,780,552 shares of Common Stock, par 
REPORTING                      value $0.01                    
           PERSON               ------------------------------------------------
WITH                8       SHARED VOTING POWER         

    None
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

                                      27,780,552 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

    None
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          27,780,552 shares of Common Stock, par value $0.01 (1)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

30.5%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

PN                                          
--------------------------------------------------------------------------------
------------------------                                                        
1        Represents (i) 5,166,667 shares of Common Stock, par value $0.01 per   
share, of the Issuer (the "Common Stock") held directly by Invemed Catalyst     
Fund, L.P. (the "Fund"), (ii) 26,666 shares of Common Stock that would be held  
directly by the Fund, upon exercise of the options to purchase such shares held 
by it, (iii) 20,914,092 shares of Common Stock that would be held directly by   
the Fund upon conversion of its shares of Series A 5.5% Convertible Redeemable  
Preferred Stock, par value $0.01 per share, of the Issuer (the "Series A        
Preferred Stock") on January 6, 2003, and (iv) 1,673,127 shares of Common Stock 
that would be held directly by the Fund upon conversion of its shares of Series 
B 5.5% Convertible Redeemable Preferred Stock, par value $0.01 per share, of the
Issuer (the "Series B Preferred Stock") on January 6, 2003.                     

SC 13D/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
----------------------------------               -------------------------------
49326R104                                                           Page 3 of 9 
----------------------------------               -------------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                      
1        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Invemed Catalyst GenPar, LLC                
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (b)     [X]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS                                                        

OO                                          
--------------------------------------------------------------------------------
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              7       SOLE VOTING POWER              
SHARES                                                    
BENEFICIALLY OWNED BY EACH             27,780,552 shares of Common Stock, par 
REPORTING                      value $0.01                    
           PERSON               ------------------------------------------------
WITH                8       SHARED VOTING POWER         

    None
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

                                      27,780,552 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

    None
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          27,780,552 shares of Common Stock, par value $0.01 (2)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

30.5%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

PN                                          
--------------------------------------------------------------------------------
------------------------                                                        
2        Represents (i) 5,166,667 shares of Common Stock held indirectly by     
Invemed Catalyst GenPar, LLC ("Catalyst GenPar") as the general partner of the  
Fund, (ii) 26,666 shares of Common Stock that would be held indirectly by       
Catalyst GenPar, as the general partner of the Fund, upon exercise of the       
options to purchase such shares held by the Fund, (iii) 20,914,092 shares of    
Common Stock that would be held indirectly by Catalyst GenPar, as the general   
partner of the Fund, upon conversion of the Fund's shares of Series A Preferred 
Stock on January 6, 2003, and (iv) 1,673,127 shares of Common Stock that would  
be held indirectly by Catalyst GenPar, as the general partner of the Fund, upon 
conversion of the Fund's shares of Series B Preferred Stock on January 6, 2003. 

SC 13D/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
----------------------------------               -------------------------------
49326R104                                                           Page 4 of 9 
----------------------------------               -------------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                      
1        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Gladwyne Catalyst GenPar, LLC               
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (b)     [X]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS                                                        

OO                                          
--------------------------------------------------------------------------------
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              7       SOLE VOTING POWER              
SHARES                                                    
BENEFICIALLY OWNED BY EACH             None                                   
         REPORTING              ------------------------------------------------
PERSON               8       SHARED VOTING POWER          
WITH                                                    
                                      27,780,552 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                      27,780,552 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          27,780,552 shares of Common Stock, par value $0.01 (3)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

30.5%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

OO                                          
--------------------------------------------------------------------------------
------------------------                                                        
3        Represents (i) 5,166,667 shares of Common Stock held indirectly by     
Gladwyne Catalyst GenPar, LLC ("Gladwyne GenPar") as one of the managing members
of Catalyst GenPar, the general partner of the Fund, (ii) 26,666 shares of      
Common Stock that would be held indirectly by Gladwyne GenPar as one of the     
managing members of Catalyst GenPar, the general partner of the Fund, upon      
exercise of the options to purchase such shares held by the Fund, (iii)         
20,914,092 shares of Common Stock that would be held indirectly by Gladwyne     
GenPar as one of the managing members of Catalyst GenPar, the general partner of
the Fund, upon conversion of the Fund's shares of Series A Preferred Stock on   
January 6, 2003, and (iv) 1,673,127 shares of Common Stock that would be held   
indirectly by Gladwyne GenPar as one of the managing members of Catalyst GenPar,
the general partner of the Fund, upon conversion of the Fund's shares of Series 
B Preferred Stock on January 6, 2003.                                           

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----------------------------------               -------------------------------
49326R104                                                           Page 5 of 9 
----------------------------------               -------------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                      
1        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Invemed Securities, Inc.                    
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (b)     [X]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS                                                        

OO                                          
--------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
ITEMS 2(d) or 2(e)                                            
                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

New York                                    
--------------------------------------------------------------------------------
NUMBER OF              7       SOLE VOTING POWER              
SHARES                                                    
BENEFICIALLY OWNED BY EACH             None                                   
         REPORTING              ------------------------------------------------
PERSON               8       SHARED VOTING POWER          
WITH                                                    
                                      27,780,552 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                      27,780,552 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          27,780,552 shares of Common Stock, par value $0.01 (4)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

30.5%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

OO                                          
--------------------------------------------------------------------------------
------------------------                                                        
4        Represents (i) 5,166,667 shares of Common Stock held indirectly by     
Invemed Securities, Inc. ("Invemed") as one of the managing members of Catalyst 
GenPar, the general partner of the Fund, (ii) 26,666 shares of Common Stock that
would be held indirectly by Invemed as one of the managing members of Catalyst  
GenPar, the general partner of the Fund, upon exercise of the options to        
purchase such shares held by the Fund, (iii) 20,914,092 shares of Common Stock  
that would be held indirectly by Invemed as one of the managing members of      
Catalyst GenPar, the general partner of the Fund, upon conversion of the Fund's 
shares of Series A Preferred Stock on January 6, 2003, and (iv) 1,673,127 shares
of Common Stock that would be held indirectly by Invemed as one of the managing 
members of Catalyst GenPar, the general partner of the Fund, upon conversion of 
the Fund's shares of Series B Preferred Stock on January 6, 2003.               

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----------------------------------               -------------------------------
49326R104                                                           Page 6 of 9 
----------------------------------               -------------------------------

--------------------------------------------------------------------------------
NAME OF REPORTING PERSON                                      
1        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                      

Kenneth G. Langone                          
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (b)     [X]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS                                                        

OO                                          
--------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO   
ITEMS 2(d) or 2(e)                                            
                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

United States                               
--------------------------------------------------------------------------------
NUMBER OF              7       SOLE VOTING POWER              
SHARES                                                    
BENEFICIALLY OWNED BY EACH             None                                   
         REPORTING              ------------------------------------------------
PERSON               8       SHARED VOTING POWER          
WITH                                                    
                                      27,780,552 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                      27,780,552 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          27,780,552 shares of Common Stock, par value $0.01 (5)
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

30.5%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

IN                                          
--------------------------------------------------------------------------------
------------------------                                                        
5        Represents (i) 5,166,667 shares of Common Stock held indirectly by Mr. 
Kenneth G. Langone ("Langone"), as controlling stockholder of Invemed, one of   
the managing members of Catalyst GenPar, the general partner of the Fund, (ii)  
26,666 shares of Common Stock that would be held indirectly by Langone, as the  
controlling stockholder of Invemed , one of the managing members of Catalyst    
GenPar, the general partner of the Fund, upon exercise of the options to        
purchase such shares held by the Fund, (iii) 20,914,092 shares of Common Stock  
that would be held indirectly by Langone, as the controlling stockholder of     
Invemed , one of the managing members of Catalyst GenPar, the general partner of
the Fund, upon conversion of the Fund's shares of Series A Preferred Stock on   
January 6, 2003, and (iv) 1,673,127 shares of Common Stock that would be held   
indirectly by Langone, as the controlling stockholder of Invemed , one of the   
managing members of Catalyst GenPar, the general partner of the Fund, upon      
conversion of the Fund's shares of Series B Preferred Stock on January 6, 2003. 

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----------------------------------               -------------------------------
49326R104                                                           Page 7 of 9 
----------------------------------               -------------------------------

                Invemed Catalyst Fund, L.P., a Delaware limited partnership,
Invemed Catalyst GenPar, LLC, a Delaware limited liability company, Gladwyne    
Catalyst GenPar, LLC, a Delaware limited liability company, Invemed Securities, 
Inc., a New York corporation, and Kenneth G. Langone (collectively the          
"Reporting Persons") hereby amend the report on Schedule 13D filed by Invemed   
Catalyst Fund, L.P. on August 21, 2000, as amended and restated by the Reporting
Persons on December 4, 2001, as further amended on November 25, 2002 (as amended
and restated on December 4, 2001, and further amended on November 25, 2002, the 
"Schedule 13D").                                                                

              The Reporting Persons are making this joint filing because
they may be deemed to constitute a "group" within the meaning of Section        
13(d)(3) of the Securities Exchange Act of 1934, although neither the fact of   
this filing nor anything contained herein shall be deemed to be an admission by 
the Reporting Persons that a group exists.                                      

ITEM 1.  SECURITY AND ISSUER.                                                   

Unchanged.                                  

ITEM 2.  IDENTITY AND BACKGROUND.                                               

Unchanged.                                  

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

Unchanged.                                  

ITEM 4.  PURPOSE OF TRANSACTION.                                                

Unchanged.                                  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

         Item 5 is deleted in its entirety and replaced by the
following:                                                                      

               "(a) As of January 6, 2003, as a result of its ownership of
shares of Common Stock, Series A Preferred Stock, and Series B Preferred Stock, 
the Fund is deemed to beneficially own 27,780,552 shares of Common Stock        
constituting 30.5 % of the outstanding shares of Common Stock (the percentage of
shares owned being based upon 68,531,919 shares of Common Stock outstanding as  
of November 8, 2002, as disclosed in the quarterly report on Form 10-Q filed by 
the Issuer on November 14, 2002). With respect to the Series A Preferred Stock  
and the Series B Preferred Stock, for any conversion date which is not the 27th 
of February, May, August or November of any year (each, a "Quarterly Dividend   
Payment Date"), the number of shares of Common Stock into which each share of   
Series A Preferred Stock or each share of Series B Preferred Stock is           
convertible fluctuates with the closing price of the Common Stock on the last   
trading day before the conversion date. As a result, the number of shares of    

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----------------------------------               -------------------------------
49326R104                                                           Page 8 of 9 
----------------------------------               -------------------------------

Common Stock that are deemed beneficially owned by the Fund on a particular date
because of its ownership of shares of Series A Preferred Stock and Series B     
Preferred Stock, is a function of the conversion price, the adjusted liquidation
preference and the accrued dividends as of the conversion date, and, if the     
conversion date is not a Quarterly Dividend Payment Date, such number is also a 
function of the closing price of the Common Stock on the last trading day before
the conversion date. For example, on February 27, 2003, the next Quarterly      
Dividend Payment Date, the Fund will be deemed to own, as a result of its       
ownership of the shares of Common Stock, Series A Preferred Stock, and Series B 
Preferred Stock beneficially owned by it on January 6, 2003, 10,396,337 shares  
of Common Stock, constituting approximately 14.1% of the outstanding shares of  
Common Stock of the Issuer (calculated as described above).                     

          Each of the Reporting Persons listed in Item 2 of this
Statement may also be deemed to beneficially own (as that term is defined in    
Rule 13d-3 under the Securities Exchange Act of 1934) the 27,780,552 shares of  
Common Stock constituting 30.5% of the outstanding Shares of the Issuer.        
However, each of the persons listed on Item 2 of this Statement (other than the 
Fund) disclaims beneficial ownership of such shares of Common Stock.            

                  (b) The Fund has sole power to vote and dispose the 27,780,552
shares reported herein. Catalyst GenPar, as the general partner of the Fund, has
the sole power to vote and dispose of the 27,780,552 shares of Common Stock     
owned by the Fund. Each of Gladwyne GenPar and Invemed, as managing members of  
Catalyst GenPar, may be deemed to have shared voting and dispositive power over 
the shares of Common Stock owned by the Fund. Kenneth G. Langone, as the        
principal shareholder and Chief Executive Officer of Invemed, may be deemed to  
have shared voting and dispositive power over the shares of Common Stock owned  
by the Fund.                                                                    

                (c) On January 6, 2003, Michael B. Solomon resigned from his
position as a director of the Issuer. As a result, and in accordance with the   
stock option agreements entered into between the Fund and the Issuer, the Fund  
must exercise its options to purchase 26,666 shares of Common Stock within 90   
days of such termination.                                                       

(d) - (e) Not applicable."                  

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
THE ISSUER.                                                   

            Item 6 is hereby amended by adding to the last paragraph
thereto the following:                                                          

             "On January 6, 2003, Michael B. Solomon resigned from his
position as a director of he Issuer."                                           

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.                                     

Exhibit 1:        Agreement relating to the filing of joint acquisition         
                 statements as required by Rule 13d-l(k)1 under the Securities
and Exchange Act of 1934, as amended.       

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----------------------------------               -------------------------------
49326R104                                                           Page 9 of 9 
----------------------------------               -------------------------------

 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 as of  January 15, 2003.                                                  

                 INVEMED CATALYST FUND, L.P.

                        By:  INVEMED CATALYST GENPAR, LLC,
               General Partner

                                   By:  GLADWYNE CATALYST GENPAR, LLC,
                         Managing Member

                                 By: /s/ Suzanne Present
                                                ------------------------------
                                         Name:   Suzanne Present
                                Title:  Member

                  INVEMED CATALYST GENPAR, LLC

                         By:  GLADWYNE CATALYST GENPAR, LLC,
               Managing Member

                       By: /s/ Suzanne Present
                                           -----------------------------------
                               Name:   Suzanne Present
                      Title:  Member

                   GLADWYNE CATALYST GENPAR, LLC

              By:  /s/ Suzanne Present
                                       ---------------------------------------
                       Name:   Suzanne Present
              Title:  Member

              INVEMED SECURITIES, INC.

         By:  /s/ John Baran
                                       ---------------------------------------
                  Name:   John Baran
                               Title:  Chief Financial Officer

            /s/ Kenneth G. Langone
                                  --------------------------------------------
        Kenneth G. Langone

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	2/27/03	8
Filed on:	1/16/03			4
	1/15/03	9
	1/6/03	1	8	8-K
	11/25/02	7		4
	11/14/02	7		10-Q
	11/8/02	7
	12/4/01	7		3, 4, SC 13D
	8/21/00	7		SC 13D
				List all Filings

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Filing Submission 0000950142-03-000100 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Invemed Catalyst Fund LP, et al. – ‘SC 13D/A’ on 1/16/03 re: Medialive International Inc

On: Thursday, 1/16/03, at 5:07pm ET · Accession #: 950142-3-100 · File #: 5-59479

Previous ‘SC 13D’: ‘SC 13D/A’ on 11/27/02 · Next: ‘SC 13D/A’ on 2/5/03 · Latest: ‘SC 13D/A’ on 3/3/10

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 2Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 2
Document Table of Contents