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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934(1)
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
G20045 10 3
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(CUSIP Number)
HARRY E. SLOAN
6 IVES STREET
LONDON SW#2ND
(011)44-171-590-3600
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(Name, Address and telephone Number of
Person Authorized to Receive Notices and Communication)
MARCH 29, 1999
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(Date of Event Which Requires filing of This Statement)
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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), 13d-1(f) or 13d-1(g), check the
following box / /.
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(1) 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.
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CUSIP NO. G20045 10 3 13D PAGE 2 OF 8 PAGES
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SBS Broadcasting SA
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Luxembourg
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NUMBER OF 7. SOLE VOTING POWER
SHARES None
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,830,595 Shares
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING None
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PERSON 10. SHARED DISPOSITIVE POWER
WITH None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,830,595 Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.4%
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TYPE OF REPORTING PERSON
14.
CO
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ITEM 1. SECURITY AND ISSUER:
This statement on Schedule 13D relates to shares of Class A Common
Stock, par value $.01 per share of Central European Media Enterprises
Ltd., a Bermuda corporation (the "Issuer"). The principal executive
offices of the Issuer are located at Clarendon House, Church Street,
Hamilton, HM CX Bermuda.
ITEM 2. IDENTITY AND BACKGROUND:
This statement is being filed by SBS Broadcasting SA, a Luxembourg
corporation (the "Reporting Person"). The Reporting Person owns and
operates television and radio stations in Scandinavia and Western and
Central Europe. The Reporting Person currently broadcasts in Sweden,
Norway, Denmark, Belgium, the Netherlands, Hungary, Finland, Slovenia,
and Italy. The address of its principal executive office is 8-10 rue
Mathias Hardt, L-1717 Luxembourg, Luxembourg.
The directors and executive officers of the Reporting Person are set
forth on Schedule A attached hereto. Schedule A sets forth the
following information with respect to each such person:
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) Citizenship.
During the last five years, neither the Reporting Person, nor any
person named in Schedule A attached hereto, has been (a) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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 prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
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ITEM 3. SOURCE OF FUNDS AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
On March 29, 1999, the Reporting Person agreed to acquire the Issuer
pursuant to the terms of the Reorganization Agreement, dated as of
March 29, 1999, by and between the Reporting Person and the Issuer
(the "Reorganization Agreement"), attached as Exhibit 1. Concurrently
with the execution of the Reorganization Agreement, the Reporting
Person and certain shareholders of the Issuer also entered into a
Shareholders Agreement (the "CME Shareholders' Agreement"), attached
as Exhibit 2, by and among the Reporting Person and Ronald S. Lauder,
RSL Investments Corporation, RSL Capital LLC, and Duna Investments,
Inc. (collectively, the "Shareholders"), where in consideration for
the delivery of the Reorganization Agreement, the Shareholders agreed
to vote their shares in favor of the Reorganization Agreement. See
Item 4.
ITEM 4. PURPOSE OF TRANSACTION:
The purpose of the CME Shareholders' Agreement is to facilitate the
combination of the Issuer and the Reporting Person pursuant to the
terms of the Reorganization Agreement. The CME Shareholders'
Agreement was entered into as an inducement to the Reporting Person
to enter the Reorganization Agreement. The Reorganization Agreement
provides, among other things, for (a) the sale by the Issuer to the
Reporting Person of all of the assets, properties and rights of the
Issuer (consisting primarily of the stock of CME Media Enterprises
B.V., an intermediate holding company wholly owned by the Issuer);
(b) the assumption by the Reporting Person of, and indemnification
of the Issuer with respect to, all liabilities, obligations and
commitments of the Issuer, including the Issuer's outstanding bonds
(which are intended to remain outstanding following the transaction);
(c) the issuance by the Reporting Person to the Issuer of a number
of common shares of the Reporting Person, equal to 0.5 times the
total number of shares of the Issuer's Class A Common Stock, par
value $.01 and Class B Common Stock, par value $.01, which is
convertible at the option of the holder into Class A Common Stock
(collectively, the "Common Stock"), outstanding immediately prior to
the closing of such transaction; and (d) the immediate commencement
of the winding up of the Issuer and distribution of the common shares
of the Reporting Person so received by the Issuer to the shareholders
of the Issuer (followed as soon as practical thereafter by the final
dissolution of the Issuer). Accordingly, upon the closing of the
transactions contemplated by the Reorganization Agreement, each
shareholder of the Issuer would receive 0.5 shares of common shares of
the Reporting Person for each share of Common Stock of the Issuer
owned by such shareholder.
If the Reorganization is consummated as planned, the shares of Class A
Common Stock will be deregistered under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and cease to be listed on the
NASDAQ National Market System.
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The Reorganization Agreement also contains certain arrangements with
respect to the composition of the Board of Directors and management of
the Reporting Person.
Other than as described above, the Reporting Person has no plans or
proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
(a) The shares subject to the CME Shareholders' Agreement,
consist of a total of 6,830,595 shares of Common Stock of the Issuer.
This represents (i) 320,000 shares underlying warrants for Class A
Common Stock which are currently exercisable, (ii) 5,000 shares
underlying options for Class A Common Stock which are currently
exercisable, (iii) 50,000 shares of Class B Common Stock underlying
options which are currently exercisable, which Class B Common Stock
is convertible at the option of Ronald S. Lauder into Class A Common
Stock, and (iv) 6,455,595 shares of Class B Common Stock convertible
at the option of the holder into Class A Common Stock which includes
(a) 120,034 shares of Class B Common Stock held directly by Ronald S.
Lauder, (b) 3,385,417 shares of Class B Common Stock held by RSL
Investments Corporation, 1,515,000 shares of Class B Common Stock
held by RSL Capital LLC, and 577,788 shares of Class B Common Stock
held by Duna Investments, Inc., all of which are owned by Ronald S.
Lauder, (c) 210,461 shares of Class B Common Stock held by RAJ Family
Partners L.P. and beneficially owned by Ronald S. Lauder, and (d)
646,895 shares of Class B Common Stock held by EL/RSLG Media, Inc.,
of which 50% of the common stock outstanding is beneficially owned
by the 1995 Estee Lauder RSL Trust and beneficially owned by Ronald
S. Lauder (the "Shares"). Each share of Class B Common Stock is
convertible at the option of the holder into one share of Class A
Common Stock. In aggregate, the Shares represent approximately 27.4%
of the shares of Class A Common Stock, based on 18,106,789 shares of
Class A Common Stock outstanding as reported by the Issuer.
The Reporting Person hereby disclaims beneficial ownership of Common
Shares. The filing of this Statement shall not be construed as an
admission that the Reporting Person is, for the purposes of Section
13(d) of the Securities Exchange Act, the beneficial owner of any
securities covered by this Statement.
Pursuant to the CME Shareholders' Agreement, the Shareholders have
agreed not to, prior to the final dissolution of the Issuer, (i) sell,
assign, pledge, transfer or otherwise dispose of any of the Shares,
(ii) grant any proxy, power-of-attorney or other authorization, except
in accordance with the CME Shareholders' Agreement, or (iii) deposit
the Shares into a voting trust, enter into a voting agreement or
otherwise limit the Shareholder's power to vote his or its Shares,
except in accordance with the CME Shareholders' Agreement.
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(b) Under the terms of the CME Shareholders' Agreement, the
Shareholders have agreed to vote or cause to be voted all Shares in
favor of the transactions provided for or contemplated by the
Reorganization Agreement and against any inconsistent proposals or
transactions. Additionally, the Shareholders have given an
irrevocable proxy to Harry Sloan in his capacity as Chief Executive
Officer of the Reporting Person to vote their Shares in favor of
any of the transactions contemplated by the Reorganization Agreement
and against any inconsistent proposals or transactions. Accordingly,
the Reporting Person with respect to matters relating to the
transactions contemplated by the Reorganization Agreement may be
deemed to have acquired shared voting power with respect to the
Shares.
(c) On March 28, 1999, the Reporting Person sold 232,000 shares
of Class A Common Stock of the Issuer for $10 per share. Persons
named in Schedule A attached hereto, did not acquire or dispose of
any shares of Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
The information provided in Item 3, 4 and 5 is incorporated herein by
reference. The descriptions herein of the Reorganization Agreement,
and the CME Shareholders' Agreement are qualified in their entirety by
reference to such agreements, copies of which are attached hereto as
Exhibits.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
1. Reorganization Agreement, dated as of March 29, 1999, by and
between Central European Media Enterprises Ltd. and SBS Broadcasting
SA is incorporated by reference to Exhibit 1 of Central European Media
Enterprises Ltd. 8-K, filed March 31, 1999, and Exhibit 1 of SBS
Broadcasting SA 6-K, filed March 30, 1999.
2. CME Shareholders' Agreement, dated as of March 29, 1999, by and
among SBS Broadcasting SA, Ronald S. Lauder, RSL Investments
Corporation, RSL Capital LLC and Duna Investments, Inc. is
incorporated by reference to Exhibit 10.1 of Central European Media
Enterprises Ltd. 8-K, filed March 31, 1999, and Exhibit 2 of SBS
Broadcasting SA 6-K, filed March 30, 1999.
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF SBS
<TABLE>
<CAPTION>
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Residence or Business Present Principal Occupation Citizenship
Name Address or Employment
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<S> <C> <C> <C>
Harry Evans Sloan SBS Broadcasting SA Chairman of the Board of U.S.
36 Ives Street Directors and Chief Executive
London SW# 2ND Officer
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Michael Finkelstein SBS Broadcasting SA Vice Chairman U.S.
36 Ives Street
London SW# 2ND
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Howard A. Knight SBS Broadcasting SA Chief Operating Officer and U.S.
36 Ives Street Vice Chairman
London SW# 2ND
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Martin Lindskog SBS Broadcasting SA President Sweden
36 Ives Street
London SW# 2ND
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Jesper Smith SBS Broadcasting SA Chairman and Chief Executive Norway
36 Ives Street Officer of SBS Denmark
London SW# 2ND
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Kjell Aamot SBS Broadcasting SA Chairman and Chief Executive Norway
36 Ives Street Officer of Schibsted ASA,
London SW# 2ND Norway
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Anthony Ghee SBS Broadcasting SA Partner of Ashurst Morris U.K. and
36 Ives Street Crisp Australia
London SW# 2ND
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Herbert G. Kloiber SBS Broadcasting SA Chairman of Tele Munchen Austria
36 Ives Street Group
London SW# 2ND
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James McNamara SBS Broadcasting SA President of Universal U.S.
36 Ives Street Television Enterprises
London SW# 2ND
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Jorgen Nilsson SBS Broadcasting SA Managing Director -Luxembourg Sweden
36 Ives Street
London SW# 2ND
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Adrianus J. Swartjes SBS Broadcasting SA Managing Director of N.V. Netherlands
36 Ives Street Holdingmaatschapij De
London SW# 2ND Telegraaf, Netherlands
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</TABLE>
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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.
April 7, 1999
/s/ HOWARD A. KNIGHT
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Howard A. Knight
Chief Operating Officer and Vice Chairman
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