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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Live Nation, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
538034109
(CUSIP Number)
July 9, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
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1. |
Names
of Reporting Persons NA fn(1) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x fn(1) and fn(2) |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Citizenship
or Place of Organization |
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Number of |
5. |
Sole
Voting Power |
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6. |
Shared
Voting Power |
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7. |
Sole
Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x fn(2) |
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11. |
Percent
of Class Represented by Amount in Row (9) |
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12. |
Type
of Reporting Person (See Instructions) |
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Fn. (1). |
Mr. Cohl, an individual and a Canadian citizen resident in Barbados, owns directly 1,000 shares of Common Stock, over which Mr. Cohl has sole voting and dispositive power, and 585,366 shares of Common Stock that are held in a Trust under which Wells Fargo, N.A. is the Trustee (the Cohl Trust Shares and, collectively with the 1,000 shares owned directly by Mr. Cohl, the Cohl Shares). Mr. Cohl has sole dispositive power, but no voting power, over the Cohl Trust Shares. Concert Productions International, Inc., a Barbados corporation (CPI), which is beneficially owned and controlled by Mr. Cohl, directly beneficially owns 319,101 shares (the CPI Shares) of Common Stock, and KSC Consulting [Barbados] Inc., a Barbados corporation (KSC), which is beneficially owned and controlled by Mr. Cohl, directly beneficially owns 37,510 shares (the KSC Shares) of Common Stock. Mr. Cohl and the other Cohl Reporting Persons share voting and dispositive power over the CPI Shares and the KSC Shares. Mr. Cohl, CPI and KSC are collectively referred to herein as the Cohl Reporting Persons and the Cohl Shares, the Cohl Trust Shares, the CPI Shares and the KSC Shares are collectively referred to herein as the Cohl Reporting Persons Shares. None of the Cohl Reporting Persons has an S.S. or I.R.S. identification no. |
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Fn. (2). |
The Cohl Reporting Persons disclaim beneficial ownership of 6,313,175 shares of Common Stock beneficially owned by Sutherland Arthur Morris and certain entities affiliated with Mr. Morris in which Mr. Cohl has a pecuniary interest upon the sale, but has no beneficial ownership. |
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Item 1. |
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(a) |
Name
of Issuer |
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(b) |
Address
of Issuers Principal Executive Offices |
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Item 2. |
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(a) |
Name
of Person Filing |
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(b) |
Address
of Principal Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title
of Class of Securities |
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(e) |
CUSIP
Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Fn.(3). See fn (1), above. This report is also filed by each of the other Cohl Reporting Persons. The principal business address of each Cohl Reporting Person is as shown above. |
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Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. |
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(a) |
Amount beneficially owned: 942,977 |
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(b) |
Percent of class: 1.25% |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote 1,000 fn(1) |
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(ii) |
Shared power to vote or to direct the vote 356,611 fn(1) |
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(iii) |
Sole power to dispose or to direct the disposition of 586,366 fn(1) |
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(iv) |
Shared power to dispose or to direct the disposition of 356,611 fn(1) |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Except as set forth in Fn. (1) above, each of the Cohl Reporting Persons has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by it (See also Fn (2)., above). |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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See Fn. (1) |
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Item 8. |
Identification and Classification of Members of the Group. |
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See Fn. (1) |
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Item 9. |
Notice of Dissolution of Group. |
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NA |
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Item 10. |
Certification. |
By signing below each of the Cohl Reporting Persons certifies that, to the best of my knowledge and belief, the shares of Common Stock referred to above were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer and were not acquired in connection with or as a participant in any transaction having such purpose or effect. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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July 9, 2008 |
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Date |
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Signature |
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Authorized Signatory (see Exhibit A) |
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Name/Title |
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Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $.01 per share, of Live Nation, Inc., and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned have caused this agreement to be executed by its duly authorized officer the 9th day of July, 2008.
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Michael Cohl |
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/s/ Michael Cohl |
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CONCERT PRODUCTIONS INTERNATIONAL, |
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By: |
/s/ John H. Perkins |
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Name: John H. Perkins |
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Title: President |
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KSC CONSULTING [BARBADOS] INC. |
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By: |
/s/ John H. Perkins |
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Name: John H. Perkins |
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Title: Vice President |