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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDED AND RESTATEDSCHEDULE 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 AVENUESUITE 2205NEW YORK, NY10152TEL. 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
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NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Invemed Catalyst Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,983,700 shares of Common Stock, par value $0.01 (1)
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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%
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14 TYPE OF REPORTING PERSON PN
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------------------------
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
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NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Invemed Catalyst GenPar, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gladwyne Catalyst GenPar, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
--------------------------------------------------------------------------------
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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
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NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Invemed Securities, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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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%
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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
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NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth G. Langone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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%
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14 TYPE OF REPORTING PERSON IN
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------------------------
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
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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
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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
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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
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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).
