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Live proxy hints at Carolco merger

Live Entertainment Inc.’s latest proxy to shareholders lists two new directors nominated for board seats and hints that Live may still be merged with Carolco Pictures.

According to the document, Jay Burnham, 30, an analyst with San Francisco investors Paul D. Sonz Partners, and Jonathan Lloyd, 40, president of Qintex Entertainment, will be representing the series B preferred shareholders.

These two seats were a condition of Live’s April financial restructuring whereby bondholders and series A preferred shareholders swapped their debt for new common shares and a new bond.

L.A. investment advisers Houlihan, Lokey Howard & Zukin and Lloyd were paid $ 630,000 for advising bondholders and shareholders. Lloyd’s portion was $ 93,000.

Jefferson Capital, which is headed by Live director Tim O’Donnell, received a $ 100,000 retainer in January for work on a “potential business combination” with Carolco. That fee could hit $ 1 million if the deal is consummated. Carolco owns 49.9% of Live’s common shares.

Also in the proxy is a note that Live chairman David Mount received a $ 300, 000 bonus in fiscal 1992, with $ 50,000 of that “a signing bonus” for replacing Wayne Patterson as CEO that year. Mount was also granted stock options of 153, 500 shares exercisable at $ 2.875, which is approximately two times the current market price. These replace options that were canceled with the restructuring.