SEC Info - Invemed Catalyst Fund LP, et al. - ‘SC 13D’ on 12/4/01 re: Medialive International Inc

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Invemed Catalyst Fund LP, et al. – ‘SC 13D’ on 12/4/01 re: Medialive International Inc

On: Tuesday, 12/4/01 · Accession #: 950142-1-500629 · File #: 5-59479

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

12/04/01  Invemed Catalyst Fund LP          SC 13D                 6:302K 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

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Amended and Restated Schedule 13D                     13     70K 
 2: EX-99       Exhibit 1                                              2      9K 
 3: EX-99       Exhibit 2                                             40    145K 
 4: EX-99       Exhibit 3                                             18     80K 
 5: EX-99       Exhibit 4                                              9     31K 
 6: EX-99       Exhibit 5                                             32    123K

SC 13D — Amended and Restated Schedule 13D
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Contracts, Arrangements, Understandings or Relationship With Respect to the Issuer Identity and Background Interest in Securities of the Issuer Materials to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration. Series A Preferred Stock
1	1st Page - Filing Submission
7	Item 1. Security and Issuer
"	Item 2. Identity and Background
9	Item 3. Source and Amount of Funds or Other Consideration. Series A Preferred Stock
10	Common Stock
11	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to the Issuer
12	Item 7. Materials to Be Filed as Exhibits

SC 13D 1st Page of 13 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
 -----------------------

 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 27, 2001
(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 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
-----------------------------                      -----------------------------
49326R104                                                         Page  2 of 13 
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                    
--------------------------------------------------------------------------------
         7       SOLE VOTING POWER

      NUMBER OF                      9,610,431 shares of Common Stock, par
SHARES                       value $0.01                  
 BENEFICIALLY OWNED BY EACH     ------------------------------------------------
REPORTING              8       SHARED VOTING POWER            
PERSON                                                    
WITH                        None                        
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

                                     9,610,431 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

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

         9,610,431 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)                     

13.23%                                      
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

PN                                          
--------------------------------------------------------------------------------
------------------------                                                        
1    Represents (i) 5,092,593 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) 13,333 shares of Common Stock that would be held
    directly by the Fund, upon exercise of the options to purchase such shares
   held by it, and (iii) 4,504,505 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"). Such shares of Series A Preferred
    Stock will become convertible at any time into shares of Common Stock upon
approval by a majority of the Issuer's stockholders present at a duly 
     constituted meeting convened to vote on the issuance and sale by the Issuer
to the Fund of such shares of Series A Preferred Stock.               

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-----------------------------                      -----------------------------
49326R104                                                         Page  3 of 13 
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                    
--------------------------------------------------------------------------------
         7       SOLE VOTING POWER

      NUMBER OF                      9,610,431 shares of Common Stock, par
SHARES                       value $0.01                  
 BENEFICIALLY OWNED BY EACH     ------------------------------------------------
REPORTING              8       SHARED VOTING POWER            
PERSON                                                    
WITH                        None                        
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

                                     9,610,431 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

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

         9,610,431 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)                     

13.23%                                      
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

OO                                          
--------------------------------------------------------------------------------
------------------------                                                        
2    Represents (i) 5,092,593 shares of Common Stock held indirectly by Invemed 
Catalyst GenPar, LLC ("Catalyst GenPar") as the general partner of the
   Fund, (ii) 13,333 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, and (ii) 4,504,505 shares
  of Common Stock that would be held indirectly by Catalyst GenPar, as the
    general partner of the Fund, upon conversion of the Fun's shares of Series
A Preferred Stock. Such shares of Series A Preferred Stock will become
convertible at any time into shares of Common Stock upon approval by a
     majority of the Issuer's stockholders present at a duly constituted meeting
     convened to vote on the issuance and sale by the Issuer to the Fund of such
shares of Series A Preferred Stock.                                   

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-----------------------------                      -----------------------------
49326R104                                                         Page  4 of 13 
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                    
--------------------------------------------------------------------------------
         7       SOLE VOTING POWER

NUMBER OF                      None                           
SHARES                                                    
 BENEFICIALLY OWNED BY EACH     ------------------------------------------------
REPORTING              8       SHARED VOTING POWER            
PERSON                                                    
         WITH                        9,610,431 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None

                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                     9,610,431 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

         9,610,431 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)                     

13.23%                                      
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

OO                                          
--------------------------------------------------------------------------------
------------------------                                                        
3    Represents (i) 5,092,593 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) 13,333 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, and (iii)
    4,504,505 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. Such shares of Series A Preferred Stock will become  
convertible at any time into shares of Common Stock upon approval by a
     majority of the Issuer's stockholders present at a duly constituted meeting
     convened to vote on the issuance and sale by the Issuer to the Fund of such
shares of Series A Preferred Stock.                                   

SC 13D 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
-----------------------------                      -----------------------------
49326R104                                                         Page  5 of 13 
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                                    
--------------------------------------------------------------------------------
         7       SOLE VOTING POWER

NUMBER OF                      None                           
SHARES                                                    
 BENEFICIALLY OWNED BY EACH     ------------------------------------------------
REPORTING              8       SHARED VOTING POWER            
PERSON                                                    
         WITH                        9,610,431 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None

                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                     9,610,431 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

         9,610,431 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)                     

13.23%                                      
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

CO                                          
--------------------------------------------------------------------------------
------------------------                                                        
4    Represents (i) 5,092,593 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) 13,333 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, and (iii) 4,504,505 
   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. Such
     shares of Series A Preferred Stock will become convertible at any time into
shares of Common Stock upon approval by a majority of the Issuer's    
    stockholders present at a duly constituted meeting convened to vote on the
issuance and sale by the Issuer to the Fund of such shares of Series A
Preferred Stock.                                                      

SC 13D 6th Page of 13 TOC 1st Previous Next ↓Bottom Just 6th
-----------------------------                      -----------------------------
49326R104                                                         Page  6 of 13 
-----------------------------                      -----------------------------

--------------------------------------------------------------------------------
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                               
--------------------------------------------------------------------------------
         7       SOLE VOTING POWER

NUMBER OF                      None                           
SHARES                                                    
 BENEFICIALLY OWNED BY EACH     ------------------------------------------------
REPORTING              8       SHARED VOTING POWER            
PERSON                                                    
         WITH                        9,610,431 shares of Common Stock, par
           value $0.01
                                ------------------------------------------------
              9       SOLE DISPOSITIVE POWER

    None

                                ------------------------------------------------
                10      SHARED DISPOSITIVE POWER

                                     9,610,431 shares of Common Stock, par
           value $0.01
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

         9,610,431 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)                     

13.23%                                      
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                               

IN                                          
--------------------------------------------------------------------------------
------------------------                                                        
5    Represents (i) 5,092,593 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) 13,333 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, and (iii)    
    4,504,505 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 held. Such shares of Series A
   Preferred Stock will become convertible at any time into shares of Common
     Stock upon approval by a majority of the Issuer's stockholders present at a
   duly constituted meeting convened to vote on the issuance and sale by the
Issuer to the Fund of such shares of Series A Preferred Stock.        

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-----------------------------                      -----------------------------
49326R104                                                         Page  7 of 13 
-----------------------------                      -----------------------------

                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 hereby amend and restate   
the report on Schedule 13D filed by Invemed Catalyst Fund, L.P. on August 21,   
2000.                                                                           

ITEM 1.  SECURITY AND ISSUER.                                                   

             This Amended and Restated Statement on Schedule 13D (this
"Statement") relates to the Common Stock, par value $.01 per share (the "Common 
Stock"), of Key3Media Group, Inc., a Delaware corporation (the "Issuer"). The   
principal executive offices of the Issuer are located at 5700 Wilshire Blvd.,   
Suite 325, Los Angeles, CA 90036.                                               

ITEM 2.  IDENTITY AND BACKGROUND.                                               

       (a) Invemed Catalyst Fund, L.P., a Delaware limited
partnership (the "Fund"), Invemed Catalyst GenPar, LLC, a Delaware limited      
liability company ("Catalyst GenPar"), Gladwyne Catalyst GenPar, LLC, a Delaware
limited liability company ("Gladwyne GenPar"), Invemed Securities, Inc.         
("Invemed"), a New York corporation, and Kenneth G. Langone ("Langone") are     
sometimes hereinafter collectively referred to as the "Reporting Persons."      

              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.                                      

                 (b)-(c)(i) The principal business of the Fund is investing in
securities. The business address of the Fund is 375 Park Avenue, Suite 2205, New
York, New York 10152. The general partner of the Fund is Catalyst GenPar. The   
principal business of Catalyst GenPar is being the general partner of the Fund. 

                         (ii) The business address of Catalyst GenPar is 375
Park Avenue, Suite 2205, New York, NY 10152. The managing members of Catalyst   
GenPar are Gladwyne GenPar and Invemed.                                         

                        (iii) The principal business of Gladwyne GenPar is
being a managing member of Catalyst GenPar. The business address of Gladwyne    
GenPar is 600 The Times Building, Ardmore, PA 19003.                            

              The name, residence or business address, present principal
occupation and citizenship of each member of Gladwyne GenPar are as follows:    

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------
           NAME                      RESIDENCE OR                   PRINCIPAL               CITIZENSHIP      
                           BUSINESS ADDRESS OCCUPATION                                                       
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Michael B. Solomon           600 The Times Building         Member of Gladwyne GenPar   United States        
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------

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-----------------------------                      -----------------------------
49326R104                                                         Page  8 of 13 
-----------------------------                      -----------------------------

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------
           NAME                      RESIDENCE OR                   PRINCIPAL               CITIZENSHIP      
                           BUSINESS ADDRESS OCCUPATION                                                       
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Suzanne M. Present           600 The Times Building         Member of Gladwyne GenPar   Australia            
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------
Kathryn Casoria              600 The Times Building         Member of Gladwyne GenPar   United States        
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------
Robert B. Friedman           600 The Times Building         Member of Gladwyne GenPar   United States        
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------
Philip P. Young              600 The Times Building         Member of Gladwyne GenPar   United States        
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------
William M. Sams              600 The Times Building         Member of Gladwyne GenPar   United States        
                             Ardmore, PA 19003                                                               
-------------------------------------------------------------------------------------------------------------

                    (iv) Invemed's principal business is that of a
holding company. The business address of Invemed is 375 Park Avenue, Suite 2205,
New York, NY 10152. Invemed is ultimately controlled by Kenneth G. Langone.     

         The name, current business address, present principal
occupation or employment and citizenship of each director and executive officer 
of Invemed Securities, Inc. are as follows:                                     

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------
           NAME                      RESIDENCE OR                   PRINCIPAL               CITIZENSHIP      
                           BUSINESS ADDRESS OCCUPATION                                                       
-------------------------------------------------------------------------------------------------------------
                                                                                                             
                             375 Park Avenue                                                                 
Kenneth G. Langone           Suite 2205                     Chief Executive Officer,    United States        
                             New York, NY  10152            Invemed Securities, Inc.                         
-------------------------------------------------------------------------------------------------------------
Thomas Teague                Salem NationalLease            President, Salem            United States        
                             Corporation                    NationalLease Corporation                        
                             P.O. Box 24788                                                                  
                             Winston-Salem, NC 27114                                                         
-------------------------------------------------------------------------------------------------------------
                             828 Woodward Road                                                               
G. Allen Mebane              Mocksville, NC 27028                                       United States        
-------------------------------------------------------------------------------------------------------------
                             375 Park Avenue                                                                 
John Baran                   Suite 2205                     Chief Financial Officer,    United States        
                             New York, NY  10152            Invemed Securities, Inc.                         
-------------------------------------------------------------------------------------------------------------

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-----------------------------                      -----------------------------
49326R104                                                         Page  9 of 13 
-----------------------------                      -----------------------------

                 (iv) Kenneth G. Langone's current principal
occupation is that of Chief Executive Officer of Invemed, and his business      
address is 375 Park Avenue, Suite 2205, New York, NY 10152.                     

         (d)-(e) None of the Reporting Persons and none of the
individuals listed in this Item 2 has, during the last five years, been (i)     
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or (ii) a party to a civil proceeding of a judicial or            
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibited or mandating activities subject to, federal or     
state securities laws or finding any violation with respect to such laws.       

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. SERIES A PREFERRED  
STOCK                                                         

              Pursuant to a Stock Purchase Agreement, dated November 13,
2001, as amended by Amendment No.1 thereto, dated November 21, 2001 (as amended,
the "Stock Purchase Agreement"), between the Company and the Fund, the Company  
agreed to issue and the Fund agreed to purchase 1,000,000 shares of Series A    
5.5% Convertible Redeemable Preferred Stock (the "Series A Preferred Stock").   
The transaction was consummated on November 27, 2001. Reference is made to the  
Stock Purchase Agreement filed as Exhibit 2 hereto, which is incorporated herein
by reference.                                                                   

                  Upon approval by a majority of the stockholders of the Company
entitled to vote thereon as required by Rule 312.03 of the New York Stock       
Exchange Listed Company Manual, the Series A Preferred Stock will be convertible
at any time at the option of the holder into Common Stock for a number of shares
determined by dividing the Series A Preferred Stock liquidation preference,     
which will initially be $25.00 per share, plus any accrued and unpaid dividends 
as of the date of conversion by $5.55, subject to adjustment. Stockholders      
holding a majority of the shares of capital stock entitled to vote at such      
stockholders meeting have agreed to vote in favor of such approval. Upon initial
issuance, the 1,000,000 shares of Series A Preferred Stock would be convertible 
into 4,504,505 shares of Common Stock.                                          

                 The Series A Preferred Stock will be mandatorily converted on
November 27, 2011, into a number of Common Stock equal to a ratio the numerator 
of which is the liquidation preference on such date (subject to certain         
adjustments) and the denominator of which will be the lower of the conversion   
price on such date or the closing price on such date. At the option of the      
Issuer, the Series A Preferred Stock may be converted at any time after the     
volume-weighted average closing price of the Common Stock for any 60 consecutive
trading days equals or exceeds 150% of the then current conversion price, into a
number of shares of Common Stock equal to the liquidation preference on such    
date (subject to certain adjustments) divided by the conversion price on the    
conversion date. If certain specified sale transactions occur, for 5 years      
following the consummation of such a sale transaction, the holders of Series A  
Preferred Stock will have the right to convert their Series A Preferred Stock   
into a number of Common Stock equal to the liquidation preference on such date  
(subject to certain adjustments) divided by the lower of (i) the conversion     
price (as of the date the conversion becomes effective) and (ii) 95%            

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-----------------------------                      -----------------------------
49326R104                                                         Page 10 of 13 
-----------------------------                      -----------------------------

of the current market price as of the business day prior to the day the sale    
transaction is consummated.                                                     

            Dividends at a rate of 5.5% per annum on the liquidation
preference are payable quarterly. At the option of the Issuer, dividends on the 
Series A Preferred Stock may be paid in cash or may accrete as additional       
liquidation preference. In addition, the holders of Series A Preferred Stock    
participate ratably in any dividends paid on the Company's Common Stock on an   
as-converted basis. Upon liquidation or dissolution of the Issuer, the holders  
of Series A Preferred Stock are entitled to receive the greater of the          
liquidation price and the amount they would have received as holders of Common  
Stock had they converted their shares of Series A Preferred Stock into Common   
Stock immediately prior to the liquidation event.                               

                 The Series A Preferred Stock may be redeemed by the Issuer at
any time and from time to time, starting on November 27, 2004. Such redemption  
will be made at a premium over liquidation preference and the accrued dividends 
if it occurs before November 27, 2008.                                          

               The Series A Preferred Stock votes together with the Common
Stock on all matters. In addition, the Series A votes as a separate class on any
amendment of the certificate of incorporation of the Issuer that would adversely
affect the rights of the holders of shares of Series A Preferred Stock or       
authorize the creation or increase the authorized amount of any capital stock   
ranking pari passu or senior to the Series A Preferred Stock. The Series A      
Preferred Stock will rank pari passu with the Series B Preferred Stock and      
senior to the Common Stock and the Non-Voting Common Stock. Reference is made to
the certificate of designations for the Series A Preferred Stock filed as       
Exhibit 3 hereto, which is incorporated herein by reference.                    

COMMON STOCK                                                                    

                On August 18, 2000, the Reporting Persons acquired 4,166,667
shares of Common Stock in open market purchase using the Fund's capital.        

               On October 21, 2000, the Issuer and the Fund entered into a
stock option award agreement (the "Award Agreement"), pursuant to which the     
Issuer granted to the Fund an option to purchase 30,000 shares of Common Stock  
at a purchase price of $8.00 per share pursuant to the Issuer's 2000 stock      
option and incentive plan (the "Plan"), in compensation for Michael B. Solomon's
service as a director of the Issuer. The option vests by third over 3 years from
the date of the Award Agreement. The option is subject to the terms of the Plan 
and terminates when Michael B. Solomon ceases to serve as a director of the     
Issuer. The option has a 10-year term.                                          

                On November 21, 2000, the Issuer and the Fund entered into a
second stock option award agreement, pursuant to which the Issuer granted to the
Fund an option to purchase 10,000 shares of Common Stock at a purchase price of 
$11.375 per share. This option was also granted in compensation for Michael B.  
Solomon's service as a director of the Issuer. The terms and conditions to this 
option are similar to the terms and conditions set forth in the Award Agreement.

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-----------------------------                      -----------------------------
49326R104                                                         Page 11 of 13 
-----------------------------                      -----------------------------

              Pursuant to a Stock Purchase Agreement, dated November 27,
2001, between SOFTBANK America Inc. ("SOFTBANK") and the Fund, SOFTBANK agreed  
to sell and the Fund agreed to purchase 925,926 shares of Common Stock at a     
price of $3.375 per share. Reference is made to the Stock Purchase Agreement,   
dated November 27, 2001, between SOFTBANK and the Fund, filed as Exhibit 4      
hereto, which is incorporated herein by reference.                              

ITEM 4.  PURPOSE OF TRANSACTION.                                                

         The Reporting Persons acquired the shares of Series A
Preferred Stock and the shares of Common Stock for investment purposes. The     
Reporting Persons may from time to time (i) acquire additional securities of the
Issuer (subject to availability at prices deemed favorable) in the open market, 
in privately negotiated transactions or otherwise, or (ii) dispose of the shares
of Series A Preferred Stock and the shares of Common Stock or any other         
securities of the Issuer that the Reporting Persons may acquire, when prices are
deemed favorable in the open market, in privately negotiated transactions or    
otherwise.                                                                      

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

                  (a) Upon approval by the Issuer's stockholders of the issuance
and sale of one million shares of Series A Preferred Stock in accordance with   
Rule 312.03 of the New Stock Exchange Listed Company Manual, the Fund will      
beneficially own 9,610,431 shares of Common Stock constituting 13.23% of the    
outstanding shares of Common Stock (the percentage of shares owned being based  
upon shares of Common Stock outstanding as of November 12, 2001, as disclosed in
the prospectus supplement filed by the Issuer on November 20, 2001). 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 9,610,431 shares of Common Stock constituting 13.23%  
of the outstanding Shares of the Issuer. However, 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 9,610,431
shares reported herein. Catalyst GenPar, as the general partner of the Fund, has
the sole power to vote and dispose of the 9,610,431 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.                                                                    

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

                  The members of Gladwyne GenPar are authorized and empowered to
vote and dispose of the securities held by the Fund. Accordingly, Gladwyne      
GenPar and the members of Gladwyne GenPar may, from time to time, consult among 
themselves and coordinate the voting and disposition of the Issuer's shares of  
Common Stock as well as such other action taken on behalf of the Reporting      
Persons with respect to the Issuer's                                            

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49326R104                                                         Page 12 of 13 
-----------------------------                      -----------------------------

shares of Series A Preferred Stock and shares of Common Stock as they deem to be
in the collective interest of the Reporting Persons.                            

                On November 27, 2001 and in connection with the consummation
of the transactions contemplated by the Stock Purchase Agreement, the Issuer and
the Fund entered into the Registration Rights Agreement (the "Registration      
Rights Agreement"). Pursuant to the Registration Rights Agreement, the Fund has 
been granted certain shelf, demand and incidental registration rights with      
respect to its shares of Series A Preferred Stock and its shares of Common      
Stock. Reference is made to the Registration Rights Agreement filed as Exhibit 5
hereto, which is incorporated herein by reference.                              

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 13, 2001, as amended 
               by Amendment No.1 thereto, dated November 21, 2001, between
the Issuer and the Fund.                    

Exhibit 3:        Certificate of Designations of Series A Preferred Stock       

Exhibit 4:        Stock Purchase Agreement, dated November 27, 2001, between    
SOFTBANK and the Fund.                      

Exhibit 5:        Registration Rights Agreement, dated November 27, 2001,       
between the Issuer and the Fund.            

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-----------------------------                      -----------------------------
49326R104                                                         Page 13 of 13 
-----------------------------                      -----------------------------

 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 29, 2001.                                                  

                 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/ Kenneth G. Langone
                                       ---------------------------------------
                          Name:   Kenneth G. Langone
      Title:

            /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’ Filing	Date	First	Last	Other Filings

	11/27/11	9
	11/27/08	10
	11/27/04	10
Filed on:	12/4/01			3, 4
	11/29/01	13
	11/27/01	1	12	3, 8-K
	11/21/01	9	12
	11/20/01	11		424B5
	11/13/01	9	12	8-K/A
	11/12/01	11
	11/21/00	10
	10/21/00	10
	8/21/00	7		SC 13D
	8/18/00	10		3
				List all Filings

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Filing Submission 0000950142-01-500629 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Invemed Catalyst Fund LP, et al. – ‘SC 13D’ on 12/4/01 re: Medialive International Inc

On: Tuesday, 12/4/01 · Accession #: 950142-1-500629 · File #: 5-59479

Previous ‘SC 13D’: ‘SC 13D’ on 8/31/01 · Next: ‘SC 13D/A’ on 11/27/02 · Latest: ‘SC 13D/A’ on 3/3/10

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

SC 13D — Amended and Restated Schedule 13DDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

SC 13D — Amended and Restated Schedule 13D
Document Table of Contents