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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
RULE 13d-2(a)
(Amendment No. 6)(1)
Central European Media Enterprises Ltd.
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(Name of Issuer)
Class A Common Stock, par value $.01 per share
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(Title of Class of Securities)
G20045 10 3
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(CUSIP Number)
Ronald S. Lauder
767 Fifth Avenue, Suite 4200
New York, New York 10153
(212) 572-4090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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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 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).
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SCHEDULE 13D
CUSIP NO. G20045 10 3 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald S. Lauder
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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*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 6,997,200 Shares (See Item 5.)
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 646,895 Shares (See Item 5.)
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,997,200 Shares (See Item 5.)
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10 SHARED DISPOSITIVE POWER
646,895 Shares (See Item 5.)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,644,095 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)
29.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5
THIS AMENDMENT NO. 6 ("AMENDMENT NO. 6") AMENDS THE SCHEDULE 13D FILED BY THE
REPORTING PERSON WITH THE SECURITIES AND EXCHANGE COMMISSION, AS MOST RECENTLY
AMENDED BY AMENDMENT NO. 5, FILED ON NOVEMBER 12, 1999 (AS SO AMENDED, THE
"SCHEDULE 13D"). CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN
SHALL HAVE THE MEANINGS ASCRIBED TO SUCH TERM IN AMENDMENT NO. 5.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Purchase Agreement, dated as of December 3,
1998, between the Issuer and RSL Capital LLC, the Issuer has issued to RSL
Capital LLC as of November 19, 1999 757,500 shares of Class B Common Stock.
These shares were issued pursuant to the post-closing adjustment clause of the
Stock Purchase Agreement, which provides for issuance of such shares to RSL
Capital LLC, without additional consideration, if the last reporting NASDAQ
trading price of a share of the Issuer's Class A Common Stock does not equal or
exceed $15.00 for at least 20 consecutive trading days during the 12-month
period ending November 12, 1999.
Item 4. Purpose of Transaction.
The Reporting Person does not have any present plans or intentions,
which relate to or would result in any of the transactions described in
subsection (a) through (j) inclusive, of Item 4 of Schedule 13D, but does have
the voting power as the controlling shareholder of the Issuer to effect said
transactions.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the aggregate number of shares of
Class A Common Stock beneficially owned by the Reporting Person was 7,644,095
(the "Shares"), approximately 29.2% of the total amount outstanding, based on
18,506,849 shares of Class A Common Stock outstanding as of November 18, 1999 as
reported on by the Issuer. Percentage ownership is calculated pursuant to Rule
13-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. This
represents (i) 320,000 shares underlying warrants for Class A Common Stock which
are currently exercisable, (ii) 11,000 shares underlying options for Class A
Common Stock which are currently exercisable, (iii) 100,000 shares of Class B
Common Stock underlying options which are currently exercisable, which Class B
Common Stock is convertible at the option of the Reporting Person into Class A
Common Stock, and (iv) 7,213,095 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 the Reporting Person, (b)
3,385,417 shares of Class B Common Stock held by RSL Investments Corporation,
2,272,500 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 the Reporting Person, (c) 210,461 shares of Class B Common Stock held
by RAJ Family Partners L.P. and beneficially owned by the Reporting Person, 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
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Page 4 of 5
the 1995 Estee Lauder RSL Trust and beneficially owned by the Reporting
Person. Each share of Class B Common Stock is convertible at the option of the
holder into one share of Class A Common Stock.
(b) As of the date hereof, the Reporting Person has sole
voting and dispositive power with respect to 6,997,200 shares of Class A Common
Stock. This represents (i) 320,000 shares underlying warrants for Class A Common
Stock which are currently exercisable, (ii) 11,000 shares underlying options for
Class A Common Stock which are currently exercisable, (iii) 100,000 shares of
Class B Common Stock underlying options which are currently exercisable, which
Class B Common Stock is convertible at the option of the Reporting Person into
Class A Common Stock, and (iv) 6,566,200 shares of Class B Common Stock
convertible at the option of the Reporting Person into Class A Common Stock
which includes (a) 120,034 shares of Class B Common Stock held directly by the
Reporting Person, (b) 3,385,417 shares of Class B Common Stock held by RSL
Investments Corporation, 2,272,500 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 the Reporting Person, and (c)
210,461 shares of Class B Common Stock held by RAJ Family Partners L.P. Each
share of Class B Common Stock is convertible at the option of the holder into
one share of Class A Common Stock.
(c) Except as described above, no transactions in shares of
Class A Common Stock were effected during the past 60 days by the persons named
in response to paragraph (a) of this Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The information set forth under Item 3 is incorporated herein
by reference.
Except as expressly amended and supplemented hereby, the text
of the Schedule 13D remains in effect without any other modification.
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Page 5 of 5
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.
November 29, 1999
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(Date)
/s/ Ronald S. Lauder
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Ronald S. Lauder
