UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 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. 

 

 

1.

Names of Reporting Persons
Sutherland Arthur Morris
NA, see fn(1)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x fn(1)

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
See fn(1)

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,483,906  fn(1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
6,313,175 fn(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,313,175  fn(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.33%

 

 

12.

Type of Reporting Person (See Instructions)
See fn(1)

 


Fn. (1).

 

The 6,313,175 shares reported above (the “Samco Shares”) are registered in the name of Samco Investments Ltd., a Turks & Caicos corporation (“Samco”). Samco is wholly-owned by EnterVest Portfolios International Inc., a Turks & Caicos corporation (“EPI”), which in turn is wholly-owned by Continental Trust Company Limited, a Bermuda corporation (“CTC”). Sutherland Arthur Morris, an individual and a citizen of Bermuda (“Mr. Morris”), controls CTC directly, and EPI and Samco indirectly through CTC (Mr. Morris, CTC, EPI and Samco are collectively referred to herein as the “Samco Reporting Persons”). 4,829,269 of the Samco Shares are held in a Trust, of which Wells Fargo, N.A. is the Trustee. The Samco Reporting Persons have no voting power over the shares held in such Trust. None of the Samco Reporting Persons has an S.S. or I.R.S. identification no.

 

2



 

Item 1.

 

(a)

Name of Issuer
Live Nation, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
9348 Civic Center Drive, Beverly Hills, CA 90210

 

Item 2.

 

(a)

Name of Person Filing
Sutherland Arthur Morris fn(2) (the “Samco Reporting Persons”)

 

(b)

Address of Principal Business Office or, if none, Residence
Century House, 16 Par-la-Ville, Hamilton, Bermuda  fn(2)

 

(c)

Citizenship
See fn(1)

 

(d)

Title of Class of Securities
Common stock, par value $.01 per share (the “Common Stock”)

 

(e)

CUSIP Number
538034109

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 


Fn. (2).

 

This Report is also filed by each of the other Samco Reporting Persons. The principal business address of each Samco Reporting Person is as shown above. See Fn. (1).

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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.

 

(a)

Amount beneficially owned:   

6,313,175  fn(1)

 

(b)

Percent of class:   

8.33%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

1,483,906  fn(1)

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

6,313,175  fn(1)

 

Item 5.

Ownership of Five Percent or Less of a Class

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.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Except as set forth in Fn. (1)., above, the Samco Reporting Persons have 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 them.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See Fn. (1).

 

Item 8.

Identification and Classification of Members of the Group

See Fn. (1)

 

Item 9.

Notice of Dissolution of Group

NA

 

4



 

Item 10.

 

Certification

 

 

 

 

 

By signing below the Reporting Person certifies that, to the best of my knowledge and belief, the shares of Common Stock referred to above were acquired in the ordinary course of business and 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.

 

 

July 9, 2008

 

Date

 


/s/ S. Arthur Morris

 

Signature

 


S. Arthur Morris
Authorized Signatory

 

Name/Title

 

5



 

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 shares of 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.

 

 

 

SUTHERLAND ARTHUR MORRIS

 

 

 

/s/ Sutherland Arthur Morris

 

 

 

 

 

SAMCO INVESTMENTS LTD.

 

 

 

By:

/s/ S. Arthur Morris

 

 

Name: S. Arthur Morris

 

 

Title:

 

 

 

 

 

ENTERVEST PORTFOLIOS INTERNATIONAL
INC.

 

 

 

By:

/s/ S. Arthur Morris

 

 

Name: S. Arthur Morris

 

 

Title:

 

 

 

 

CONTINENTAL TRUST COMPANY LIMITED

 

 

 

By:

/s/ S. Arthur Morris

 

 

Name: S. Arthur Morris

 

 

Title: