SC 13D

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden
hours per response...14.9

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

535919203

(Cusip Number)

Eva Kalawski, Esq.
Platinum Equity, LLC
2049 Century Park East, Suite 2700
Los Angeles, CA 90067
(310) 712-1850

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 14, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

CUSIP No. 53591203
	1.	Name of Reporting Person: ENT Holding Corporation			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 2,500,000 (See Item 5)
			8.	Shared Voting Power:
			9.	Sole Dispositive Power: 2,500,000 (See Item 5)
			10.	Shared Dispositive Power:
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,500,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 5.8% (See Item 5)
	14.	Type of Reporting Person (See Instructions): CO

CUSIP No. 53591203
	1.	Name of Reporting Person: Tom T. Gores			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 2,500,000 (See Item 5)
			8.	Shared Voting Power:
			9.	Sole Dispositive Power: 2,500,000 (See Item 5)
			10.	Shared Dispositive Power:
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,500,000 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 5.8% (See Item 5)
	14.	Type of Reporting Person (See Instructions): IN

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
Signature
EXHIBIT 1
EXHIBIT 2

Item 1. Security and Issuer

     This statement on Schedule 13D (“Schedule 13D”) relates to the common stock no par value per share (the “Common Stock”), of Lions Gate Entertainment Corp., a British Columbia corporation (the “Issuer”), whose principal executive offices are located at Suite 3123, Three Bentall Centre, 595 Burrad Street, P.O. Box 49139, Vancouver, British Columbia, V7X 1J1.

Item 2. Identity and Background

     This Schedule 13D is filed by ENT Holding Corporation, a Delaware corporation (“ENT”) and Tom T. Gores (collectively, the “Reporting Persons”).

     The principal business address of ENT is 2049 Century Park East, Suite 2700, Los Angeles, CA 90067. The principal business address of Mr. Gores is 2049 Century Park East, Suite 2700, Los Angeles, CA 90067.

     The principal business of ENT is to serve as the holding company of the Common Stock. The principal occupation of Mr. Gores is serving as the manager of Platinum Equity, LLC, a private investment firm focusing on global acquisitions.

     During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations and other minor offenses).

     During the last five years, none of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     Mr. Gores is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

     The source of funds for the purchase of the Shares (as defined below) is capital contributions to ENT by the stockholders of ENT.

Item 4. Purpose of Transaction

     On May 14 ENT purchased an aggregate of 2,500,000 shares of common stock of the Issuer (the “Shares”). ENT acquired the Shares for investment purposes. Except as set forth in this Schedule 13D, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons will continue to evaluate the Issuer and ENT’s investment in the Issuer and may determine to propose or support any of such matters in the future, including (without limitation) purchases of additional securities of the Issuer or sales of all or a portion of the securities of the Issuer now owned or hereafter acquired. A vacancy on the Issuer’s board of directors was recently filled by the appointment of Gary Newton, an executive of a portfolio company of Platinum Equity LLC, a company that is an affiliate of Mr. Gores.

Item 5. Interest in Securities of the Issuer

     Pursuant to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “Commission”) on February 14, 2003, there were 43,207,399 shares of Common Stock outstanding as of February 7, 2003. Based on such number of outstanding shares, ENT beneficially owns 2,500,000 shares of Common Stock (5.8%). Due to his power to control the voting and disposition of the Shares, Mr. Gores may be deemed to beneficially own the Shares. Mr. Gores disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer

     ENT entered into a Stock Purchase Agreement dated as of May 14, 2003 between Frank Guistra, Radcliffe Corporation, the Radcliffe Foundation and Canada Life Ltd. a/c PPF 1137 and ENT (the “Stock Purchase Agreement”) providing for the sale and purchase of the Shares. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 2 and incorporated herein by reference.

     ENT entered into a Registration Rights Agreement dated as of May 14, 2003 by and between the Issuer and ENT (the “Registration Rights Agreement”). The Registration Rights Agreement grants ENT piggyback registration rights and the right to require the Issuer to effect no more than two registrations, and contains customary indemnification and market stand-off provisions. The Registration Rights Agreement is incorporated herein by reference from a public filing of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit 1	Joint Reporting Agreement dated as of May 23, 2003 by and among ENT and Tom T. Gores
Exhibit 2	Stock Purchase Agreement dated as of May 14, 2003 between Frank Guistra, Radcliffe Corporation, the Radcliffe Foundation and Canada Life Ltd. a/c PPF 1137 and ENT
Exhibit 3	Registration Rights Agreement dated as of May 14, 2003 by and between the Issuer and ENT (incorporated by reference to Exhibit 10.4 to the Amended Registration Statement on Form S-2/A of the Issuer filed with the Commission on May 16, 2003)

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.

Date: May 23, 2003
	ENT HOLDING CORPORATION
	By:		/s/ Eva M. Kalawski
		Name:	Eva M. Kalawski
		Title:	Vice President, General Counsel & Secretary
	/s/ Tom T. Gores
	Tom T. Gores

EX-1 3 a90487exv1.htm EXHIBIT 1

EXHIBIT 1

JOINT REPORTING AGREEMENT

     Each of the undersigned hereby agree that the statement on Schedule 13D pertaining to the Common Stock of Lion’s Gate Entertainment Corp., a Canada corporation, to which this Joint Reporting Agreement is an Exhibit is being filed jointly by and on behalf of each of the parties identified herein, and that any amendment thereto will be filed jointly on behalf of each such party in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Each party hereby constitutes and appoints each of Eva M. Kalawski and William Foltz as his or its true and lawful attorney-in-fact to (a) execute on behalf of the undersigned all forms and other documents to be filed with the Securities and Exchange Commission (the “SEC”), any stock exchange and any similar authority amending or otherwise with respect to the Schedule 13D to which this Joint Reporting Agreement is an exhibit and (b) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to timely file such forms and documents with the SEC, any stock exchange and any other similar authority.

May 23, 2003	ENT HOLDING CORPORATION, a Delaware corporation
	By:		/s/ Eva M. Kalawski
		Name:	Eva M. Kalawski
		Title:	Vice President, General Counsel & Secretary
	/s/ Tom T. Gores
	Tom T. Gores

EX-2 4 a90487exv2.htm EXHIBIT 2

EXHIBIT 2

STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement is entered into as of May 14, 2003 between Frank Giustra, Radcliffe Corporation, an Ontario corporation wholly owned by Mr. Giustra (“Radcliffe”), the Radcliffe Foundation (the “Foundation”) and Canada Life Ltd a/c PPF 1137 (“Canada Life” and together with Mr. Giustra, Radcliffe, the Foundation, the “Seller”) and ENT Holding Corporation, a Delaware corporation (the “Purchaser”). The Seller and Purchaser agree as follows:

     1.     The Purchaser hereby purchases from Radcliffe, the Foundation and Canada Life, and Radcliffe, the Foundation and Canada Life with respect to account number A/C PPF137, hereby sell to the Purchaser, 1,582,367, 225,000 and 1,582,367 shares, respectively, of Common Stock (the “Common Stock”) of Lions Gate Entertainment Corp., a Canadian corporation (the “Company”) (such shares being herein referred to as the “Shares”), at a purchase price of US$2.20 per share of Common Stock. The US$5,500,000 aggregate purchase price for the Shares has been paid by the Purchaser’s concurrent delivery to Radcliffe of US$3,481,207.40, the Foundation of US$495,000 and Canada Life of US$1,523,792.60 by wire transfer.

     2.     The Seller, jointly and severally, represents and warrants to the Purchaser that:

          (a)     the Seller has good and marketable title to, and full beneficial ownership in, the Shares, that such Shares are held free and clear of any and all liens, security interests, claims, rights of first refusal, pledges, options, encumbrances or other rights or restrictions (collectively, “Encumbrances”) and that, upon delivery to the Purchaser of certificates representing the Shares pursuant hereto, the Purchaser will acquire good and marketable title to such Shares, free and clear of any and all Encumbrances; and that the Shares have been duly authorized and validly issued and are fully paid and nonassessable; each of the Sellers are Canadian residents;

          (b)     each of Radcliffe, the Foundation and Canada Life is duly organized, validly existing and in good standing in its jurisdiction of organization and has all requisite power and authority to enter into and perform this Agreement;

          (c)     the execution, delivery and performance of this Agreement by each of Radcliffe, the Foundation and Canada Life has been duly authorized by all necessary action on the part of such Seller and its shareholders;

          (d)     this Agreement has been duly executed and delivered and is a valid and binding obligation of the Seller, enforceable in accordance with its terms;

          (e)     the execution, delivery and performance by the Seller of this Agreement does not and will not result in (A) any violation of and will not conflict with or result in a breach of any of the terms of or constitute a default under (i) any provision of law, rule or regulation to which the Seller is subject, or (ii) any mortgage, indenture, agreement, instrument, judgment, decree, order or other restriction to which the Seller is a party or by which his assets are bound or (B) the creation of any Encumbrance on the Shares;

          (f)     the Seller is fully informed as to the financial condition, results of operations, business and prospects of the Company, has had the opportunity to discuss the Company and its condition with representatives of the Company and has had access to all information from the Company he deems necessary in connection with its sale of Shares hereunder; and

          (g)     the Seller has no knowledge that any of the Company’s public filings contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.

     3.     The Purchaser represents and warrants to the Seller that:

          (a)     the Purchaser is purchasing all of the Shares for the Purchaser’s own account and not with a view to or for sale in connection with any distribution of the Shares other than in compliance with law;

          (b)     this Agreement has been duly executed and delivered and is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms;

          (c)     the execution, delivery and performance by the Purchaser of this Agreement does not and will not result in any violation of and will not conflict with or result in a breach of any of the terms of or constitute a default under (i) any provision of law, rule or regulation to which the Purchaser is subject, or (ii) any mortgage, indenture, agreement, instrument, judgment, decree, order or other restriction to which the Purchaser is a party or by which his assets are bound; and

          (d)     the Purchaser has had the opportunity to discuss the Company and its condition with representatives of the Company and has had access to all information from the Company it deems necessary in connection with its purchase of Shares hereunder; provided however that this representation does not limit or modify the representations and warranties of the Seller in Section 2.

     4.     The Purchaser acknowledges that the Shares (i) have not been registered under the Securities Act of 1933, as amended (the “Act”), on the basis that the acquisition of the Shares does not involve a public offering, and (ii) have not been qualified under any state securities laws, in reliance on a similar exemption. The Purchaser acknowledges that the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available.

     5.     This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law thereunder.

     6.     The provisions hereof shall inure to the benefit of and be binding upon the successors of the parties. The rights and obligations of the parties hereunder are not assignable.

     7. Each party hereto agrees to perform any further acts and execute and deliver any documents reasonably necessary to carry out the intent of this Agreement.

2

     8.     This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. The representations and warranties of the parties contained herein shall survive the closing of the transactions contemplated hereby.

     9.     This Agreement may only be amended by a written agreement executed by each Seller and the Purchaser.

     10.     All notices and other communications required or permitted to be given under this Agreement shall be in writing, shall be deemed to have been duly given upon receipt (if received on a business day, or on the first business day following receipt in a day that is not a business day) and may be given by any of the following methods: (a) personal delivery; (b) facsimile transmission (with receipt confirmed); (c) registered or certified mail, postage prepaid return receipt request, or (d) overnight delivery service. Notices shall be sent to the appropriate party at its address or facsimile number given below (or at such other address or facsimile number for such party as shall be specified by notice given hereunder):

     If to any Seller, to:

Frank Giustra
595 Burrard Street, Suite 3123
PO Box 49139
Vancouver, British Columbia V7X1J1
Attention: Frank Giustra
Fax No.: (604) 609-6144

     If to the Purchaser, to:

ENT Holding Corporation
2049 Century Park East, Suite 2700
Los Angeles, California 90067
Attention: Eva M. Kalawski, Esq.
Fax No.: (310) 712-1863

     11. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

3

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first written above.

SELLER

Frank Giustra

Radcliffe Corporation, an Ontario corporation

By:
	Name:
	Title:
	The Radcliffe Foundation
By:
	Name:
	Title:
	Canada Life Ltd a/c PPF 1137
By:
	Name:
	Title:
	PURCHASER ENT Holding Corporation, a Delaware corporation
By:
	Name:
	Title:

4 -----END PRIVACY-ENHANCED MESSAGE-----

EX-1

exv1

EX-2

exv2