SEC Info - Invemed Catalyst Fund LP, et al. - ‘SC 13D/A’ on 11/27/02 re: Medialive International Inc

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Invemed Catalyst Fund LP, et al. – ‘SC 13D/A’ on 11/27/02 re: Medialive International Inc

On: Wednesday, 11/27/02, at 10:30am ET · Accession #: 950142-2-1091 · File #: 5-59479

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

11/27/02  Invemed Catalyst Fund LP          SC 13D/A               3:37K  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. 1                                       11     57K 
 3: EX-4        Exhibit 2                                              2     11K 
 2: EX-99       Exhibit 1                                              2      9K

SC 13D/A — Amendment No. 1
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 further amended by adding at the end of the section "Common Stock" the following section: Is further amended by adding, immediately following the section "Series A Preferred Stock," the following section: Is hereby amended by adding, immediately preceding the section "Series A Preferred Stock," 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 3. Is hereby amended by adding, immediately preceding the section "Series A Preferred Stock," the following:
"	Item 3. Is further amended by adding, immediately following the section "Series A Preferred Stock," the following section:
8	Item 3. Is further amended by adding at the end of the section "Common Stock" the following section:
"	Item 4. Purpose of Transaction
"	Item 4. Is Deleted in Its Entirety and Replaced by the Following:
"	Item 5. Interest in Securities of the Issuer
9	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:
10	Item 7. Materials to Be Filed as Exhibits

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

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

AMENDED AND RESTATED
SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No.1)*
 _______________________

 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)
 _______________________

 NOVEMBER 25, 2002
(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).                                                                         

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

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-----------------------------                      -----------------------------
49326R104                                                          Page  2 of 11
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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             28,983,700 shares of Common Stock, par 
REPORTING                      value $0.01                    
           PERSON               ------------------------------------------------
WITH                8       SHARED VOTING POWER         

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

                                      28,983,700 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

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

          28,983,700 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)                     

31.4%                                       
--------------------------------------------------------------------------------
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) 22,028,118 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 November 25, 2002, and (iv) 1,762,249 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 November 25, 2002.            

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-----------------------------                      -----------------------------
49326R104                                                          Page  3 of 11
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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             28,983,700 shares of Common Stock, par 
REPORTING                      value $0.01                    
           PERSON               ------------------------------------------------
WITH                8       SHARED VOTING POWER         

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

                                      28,983,700 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

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

          28,983,700 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)                     

31.4%                                       
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

OO                                          
--------------------------------------------------------------------------------
------------------------                                                        
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) 22,028,118 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 November 25, 2002, and (iv) 1,762,249 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 November 25,     
2002.                                                                           

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-----------------------------                      -----------------------------
49326R104                                                          Page  4 of 11
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                                    
                                      28,983,700 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

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

                                      28,983,700 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          28,983,700 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)                     

31.4%                                       
--------------------------------------------------------------------------------
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)         
22,028,118 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   
November 25, 2002, and (iv) 1,762,249 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 November 25, 2002.                                         

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-----------------------------                      -----------------------------
49326R104                                                          Page  5 of 11
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                                    
                                      28,983,700 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

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

                                      28,983,700 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          28,983,700 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)                     

31.4%                                       
--------------------------------------------------------------------------------
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) 22,028,118 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 November 25, 2002, and (iv) 1,762,249     
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 November 25,     
2002.                                                                           

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-----------------------------                      -----------------------------
49326R104                                                          Page  6 of 11
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                                    
                                      28,983,700 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

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

                                      28,983,700 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

          28,983,700 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)                     

31.4%                                       
--------------------------------------------------------------------------------
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) 22,028,118 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   
November 25, 2002, and (iv) 1,762,249 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 November 25,     
2002.                                                                           

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-----------------------------                      -----------------------------
49326R104                                                           Page 7 of 11
-----------------------------                      -----------------------------

                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 amended and restated on December 4, 2001, 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.                     

                 Item 3 is hereby amended by adding, immediately preceding the
section "Series A Preferred Stock," the following:                              

                "The source of the funds used by the Fund to purchase shares
of Series A Preferred Stock, Series B Preferred Stock, and Common Stock are     
contributions from the Fund's partners."                                        

                  Item 3 is further amended by adding, immediately following the
section "Series A Preferred Stock," the following section:                      

"SERIES B PREFERRED STOCK                                                       

                 On November 25, 2002, the Fund purchased from William M. Sams
80,000 shares of Series B 5.5% Convertible Redeemable Preferred Stock (the      
"Series B Preferred Stock"). Reference is made to the Purchase Agreement, dated 
November 25, 2002 (the "Purchase Agreement"), entered into William M. Sams and  
the Fund, filed as Exhibit 1, which is incorporated herein by reference         

                  The terms of the Series B Preferred Stock are identical to the
terms of the Series A Preferred Stock. Reference is made to the Certificate of  
Designation of Series B Preferred Stock and the Certificate of Correction to    
such Certificate of Designation, filed as Exhibits 2 and 3 respectively, which  
are incorporated herein by reference."                                          

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-----------------------------                      -----------------------------
49326R104                                                          Page  8 of 11
-----------------------------                      -----------------------------

                 Item 3 is further amended by adding at the end of the section
"Common Stock" the following section:                                           

            "Options to purchase 10,000 shares of Common Stock at an
exercise price of $8.00 per share held by the Fund vested on October 21, 2002.  

          Options to purchase 3,333 shares of Common Stock at an
exercise price of $11.375 per share held by the Fund vested on November 21,     
2002.                                                                           

             On November 25, 2002, the Fund purchased 74,047 shares of
Common Stock from William M. Sams, pursuant to the Purchase Agreement."         

ITEM 4.  PURPOSE OF TRANSACTION.                                                

         Item 4 is deleted in its entirety and replaced by the
following:                                                                      

          "The Reporting Persons acquired the shares of Series A
Preferred Stock, Series B Preferred Stock and the shares of Common Stock for    
investment purposes. The Reporting Persons have no present plans or proposals   
which relate to or would result in any of the transactions required to be       
described in Item 4 of Schedule 13D.                                            

                However, the Reporting Persons intend to review continuously
their position in the Company. Depending upon future evaluations of the business
prospects of the Company and upon other developments, including, but not limited
to, general economic and business conditions and stock market conditions, the   
Reporting Persons may (i) retain their holdings, (ii) dispose of all or portion 
of their holdings from time to time in privately negotiated transactions or     
otherwise, (iii) acquire additional securities of the Issuer from time to time  
in privately negotiated transactions or otherwise, or (iv) take any other       
action, including actions which relate to or would result in any of the         
transactions required to be described in Item 4 of Schedule 13D, subject to any 
applicable legal and contractual restrictions on their ability to do so."       

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

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

                 "(a) As of November 25, 2002, 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 28,983,700 shares of Common Stock        
constituting 31.4% 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    
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 November 27, 2002, 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 November 25, 2002, 10,325,765 shares
of Common Stock, constituting 14.02% of the outstanding shares of Common Stock  
of the Issuer [calculated as described above].                                  

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-----------------------------                      -----------------------------
49326R104                                                          Page  9 of 11
-----------------------------                      -----------------------------

          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 28,983,700 shares of  
Common Stock constituting 31.4% 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 28,983,700
shares reported herein. Catalyst GenPar, as the general partner of the Fund, has
the sole power to vote and dispose of the 28,983,700 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 November 25, 2002, the Fund purchased from William M.
Sams 80,000 shares of Series B Preferred Stock and 74,047 shares of Common Stock
for an aggregate purchase price of $2.00, pursuant to the terms of the Purchase 
Agreement. Options to purchase 10,000 shares of Common Stock at an exercise     
price of $8.00 per share held by the Fund vested on October 21, 2002. Options to
purchase 3,333 shares of Common Stock at an exercise price of $11.375 per share 
held by the Fund vested on November 21, 2002.                                   

(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 November 25, 2002, by virtue of its purchase of all the
shares of Common Stock and all the shares of Series B Preferred Stock held by   
William M. Sams, the Fund became William M. Sams' assign under the Registration 
Rights Agreement, dated as of November 27, 2002, between the Issuer and William 
M. Sams (the "Registration Rights Agreement"). Pursuant to the Registration     
Rights Agreement, the Fund benefits from certain shelf, demand and incidental   
registration rights that were granted by the Issuer to William M. Sams with     
respect to its shares of Series B Preferred Stock and its shares of Common      
Stock. Such registration rights are substantially similar to the registration   
rights granted to the Fund with respect to its shares of Series A Preferred     
Stock Reference is made to the Registration Rights Agreement filed as Exhibit 5 
hereto, which is incorporated herein by reference."                             

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-----------------------------                      -----------------------------
49326R104                                                          Page 10 of 11
-----------------------------                      -----------------------------

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS.                                     

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

Exhibit 2:        Stock Purchase Agreement, dated November 25, 2002, entered    
                into between William M. Sams and Invemed Catalyst Fund, L.P.

Exhibit 3:        Certificate of Designation for Key3Media Group, Inc.'s Series 
                  B 5.5% Convertible Redeemable Preferred Stock, par value $0.01
          per share (incorporated by reference to Exhibit 4.3 to
              Key3Media Group, Inc.'s Registration Statement on Form S-3
                  (Registration No.333-75866) filed with the Securities Exchange
Commission on December 21, 2001).           

Exhibit 4:        Certificate of Correction to the Certificate of Designation   
         for Key3Media Group, Inc.'s Series B 5.5% Convertible
         Redeemable Preferred Stock, par value $0.01 per share
                 (incorporated by reference to Exhibit 4.4 to Key3Media Group,
           Inc.'s Registration Statement on Form S-3 (Registration
                  No.333-75866) filed with the Securities Exchange Commission on
December 21, 2001).                         

Exhibit 5:        Registration Rights Agreement, dated as of November 27, 2001, 
                  entered into between William M. Sams and Key3Media Group, Inc.
                 (incorporated by reference to Exhibit 4.6 to Key3Media Group,
           Inc.'s Registration Statement on Form S-3 (Registration
                  No.333-75866) filed with the Securities Exchange Commission on
December 21, 2001).                         

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-----------------------------                      -----------------------------
49326R104                                                          Page 11 of 11
-----------------------------                      -----------------------------

 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  November 25, 2002.                                                 

                 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

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

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Filing Submission 0000950142-02-001091 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Invemed Catalyst Fund LP, et al. – ‘SC 13D/A’ on 11/27/02 re: Medialive International Inc

On: Wednesday, 11/27/02, at 10:30am ET · Accession #: 950142-2-1091 · File #: 5-59479

Previous ‘SC 13D’: ‘SC 13D’ on 12/4/01 · Next: ‘SC 13D/A’ on 1/16/03 · 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. 1Document 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. 1
Document Table of Contents