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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
RULE 13d-2(a)
(Amendment No. 5)(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)
October 15, 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 9 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 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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CUSIP No. G20045 10 3 SCHEDULE 13D Page 2 of 9 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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*
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
United States
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7 SOLE VOTING POWER
6,997,200 Shares (See Item 5.)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 646,895 Shares (See Item 5.)
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,997,200 Shares (See Item 5.)
WITH --------------------------------------------------------
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 9
THIS AMENDMENT NO. 5 ("AMENDMENT NO. 5") AMENDS THE SCHEDULE 13D FILED BY THE
REPORTING PERSON WITH THE SECURITIES AND EXCHANGE COMMISSION, AS MOST RECENTLY
AMENDED BY AMENDMENT NO. 4, FILED ON APRIL 6, 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. 4.
Item 4. Purpose of Transaction.
On September 28, 1999, SBS and the Issuer have entered into a
Termination Agreement (the "Termination Agreement"), pursuant to which they
agreed to terminate the Reorganization Agreement and all transactions
contemplated therein and to unconditionally release one another from all rights,
claims and obligations thereunder upon the payment by SBS to the Issuer of a
break-up fee of $8.25 million. The fee was paid on October 15, 1999 and the
Reorganization Agreement was terminated as of such date. The CME Shareholders'
Agreement was also terminated as of the same date.
The foregoing description of the Termination Agreement is qualified
in its entirety by the full text of the Termination Agreement, which is attached
hereto as Exhibit 1 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) As of October 29, 1999, 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 reported 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) 7,213,190 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 and an additional 757,500
shares of Class B Common Stock that may be issued to the Reporting Person(1),
(b) 3,385,417 shares of
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(1) Pursuant to a Stock Purchase Agreement (the "RSL Capital Stock Purchase
Agreement"), dated as of December 3, 1998, between the Issuer and RSL
Capital LLC, the Reporting Person has the right to receive, without
additional consideration, up to 757,500 shares of Class B Common Stock if
the last reported trading price of a share of the Issuer's Class A Common
Stock does not equal or exceed $15.00 on the Nasdaq Stock Market for at
least 20 consecutive trading
...(continued)
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Page 4 of 9
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 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 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.
Pursuant to the CME Shareholders' Agreement, the Reporting Person
had agreed to not, prior to the final dissolution of the Issuer (a) sell,
assign, pledge, transfer or otherwise dispose of (including, without limitation,
any indirect Transfer effected through the Transfer of any equity interest in a
shareholder which is not a natural person, a "Transfer") or consent to any
Transfer of, any or all the Shares or any interest therein, (b) grant any proxy,
power-of-attorney or other authorization in or with respect to such Shares, or
(c) deposit such Shares into a voting trust, enter into a voting agreement or
arrangement with respect to such Shares or otherwise limit the Reporting
Person's power to vote his Shares (collectively, the "Restrictions"). Given the
termination of the CME Shareholders' Agreement, the Reporting Person is no
longer subject to the Restrictions.
(b) Under the terms of the CME Shareholders' Agreement, the
Reporting Person had agreed to vote his Shares (i) in favor of the
Reorganization Agreement and the transactions contemplated thereby and (ii)
against any Competing Proposal (as defined in the CME Shareholders' Agreement)
(the "Voting Agreement"). Moreover, the Reporting Person irrevocably appointed
SBS and Harry Sloan, in his capacity as Chief Executive Officer of SBS, as his
proxy to vote the Shares for which the Reporting Person has or shares the power
to vote (i) in favor of any transactions contemplated by the Reorganization
Agreement and (ii) against any Competing Proposal (the "Appointment"). The
Reporting Person had retained his voting rights except to the extent
specifically set forth in the CME Shareholders' Agreement. Given the termination
of the CME Shareholders' Agreement, the Reporting Person is no longer subject to
the Voting Agreement or the Appointment.
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...(continued)
days during the 12 month period ending November 12, 1999 (so that the
effective purchase price for the shares under the RSL Capital Stock Purchase
Agreement would be $10.00 per share). If such price is not achieved for the
requisite period prior to November 12, 1999, all such additional shares will
be issued to the Reporting Person. For purposes of this Amendment No. 5, such
additional shares have been included in the calculation.
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Page 5 of 9
Accordingly, the Reporting Person, as of October 29, 1999, had 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 and an additional 757,500 shares of Class B Common Stock to be
issued to the Reporting Person (see note 1 to Item 5), (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 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.
Subject to Item 5 (b), the Reporting Person shares voting and
dispositive power with respect to 646,895 shares of the Class A Common Stock
beneficially owned and into which the 646,895 shares of the Class B Common Stock
held by EL/RSLG Media, Inc. are convertible. The 1995 Estee Lauder RSL Trust, of
which the Reporting Person is a co-trustee and beneficiary, owns one-half of the
common stock outstanding of EL/RSLG Media, Inc. The Reporting Person disclaims
beneficial ownership to the extent he does not have a pecuniary interest in such
shares. Subject to Item 5 (b), the Reporting Person shares voting and
dispositive power with respect to the 646,895 shares with Leonard A. Lauder, a
co-trustee and beneficiary of The 1995 Estee Lauder LAL Trust, which owns the
other one-half of the common stock outstanding of EL/RSLG Media, Inc. The
address of Leonard A. Lauder is c/o The Estee Lauder Companies, Inc., 767 Fifth
Avenue, New York, New York 10153. For information regarding Leonard A. Lauder as
required by Item 2, please see the Schedule 13D filed by Leonard A. Lauder on
January 25, 1996 with respect to ownership of certain shares of the Issuer.
Pursuant to the Reorganization Agreement, the Reporting Person had
agreed that, on or prior to the closing date relating to the transaction
contemplated by the Reorganization Agreement, he would not (a) initiate or
solicit, directly or indirectly, any inquiries or the making of any Acquisition
Proposal (as defined in the Reorganization Agreement) or (b) engage in
negotiations or discussions with, or furnish any information or data to, any
third party relating to an Acquisition Proposal (the "Solicitation
Restrictions"). Given the termination of the Reorganization Agreement, the
Reporting Person is no longer subject to the Solicitation Restrictions.
(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.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The information set forth under Items 4 and 5 above is incorporated
herein by reference.
The CME Shareholders' Agreement provided that the RSL Capital Stock
Purchase Agreement (see Footnote 1 to Item 5) shall be terminated effective
immediately prior to the closing date of the transactions contemplated by the
Reorganization Agreement. Given the termination of the CME Shareholders'
Agreement and the Reorganization Agreement, the RSL Capital Stock Purchase
Agreement will not be terminated and RSL Capital LLC may receive additional
shares of Class B Common Stock from the Issuer pursuant to the terms of the RSL
Capital Stock Purchase Agreement.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Termination Agreement, dated as of September 28, 1999,
between Central European Media Enterprises Ltd. and SBS Broadcasting S.A.
Except as expressly amended and supplemented hereby, the text of the
Schedule 13D remains in effect without any other modification.
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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.
November 11, 1999
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(Date)
/s/ Ronald S. Lauder
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Ronald S. Lauder
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Page 8 of 9
EXHIBIT 1
TERMINATION AGREEMENT
September 28, 1999
1. SBS and CME have mutually agreed to terminate the Reorganization
Agreement dated March 29, 1999 and to unconditionally release one another from
all rights, claims and obligations thereunder on the condition that SBS will
immediately pay CME a break-up fee of USD 8.25 million. Each party will bear its
own expenses.
2. In recognition of the fact that each party has been provided with
confidential information regarding the businesses operated by the other, SBS
agrees, until March 28, 2000, that neither SBS or affiliated companies will
compete with CME owned or operated television stations in the advertiser
supported, free-to-air television broadcasting business in the Czech Republic,
Slovakia and the Ukraine, and CME agrees, until March 28, 2000, not to complete
with SBS in SBS' existing markets, other than Slovenia. These agreements not to
compete shall be non-transferable, but shall survive any "change of control".
3. SBS and CME will complete the transactions in Hungary
contemplated by the draft of the Heads of Agreement dated September 14, 1999,
provided, however, that the value of the programming inventory to be transferred
to SBS shall be reduced from USD 17.2 million to USD 14.7 million and SBS shall
bear the risk of securing the assignments of the Warner Brothers and Fax
contracts and shall pay CME the assigned value of such contracts at closing. The
aforesaid USD 2.5 million reduction in value shall be applied pro-rata to the
programming contracts other than Columbia.
4. CME and SBS will immediately cease all litigation in Slovenia and
elsewhere, and relinquish all claims, against each other and their associates
and affiliates pertaining to Kanal A ownership, and management and operation of
Kanal A and will cease and desist from any efforts to contest or interfere in
the corporate governance of Kanal A. In addition, CME will assign to SBS all
claims, including related liens and encumbrances, against Vladimir Polic and
members of the Polic family.
5. In consideration for CME's obligations in Section 4, SBS will
grant CME an option to purchase an unencumbered 80% economic and voting interest
in Kanal A for USD 12.25 million. The option will be exercisable until the
earlier of (i) June 30, 2001, or (ii) six months from the date upon which SBS
delivers to CME a notice, which shall be in form and substance reasonably
satisfactory to CME, that SBS has the ability to transfer to CME an unencumbered
80% economic and voting interest in Kanal A. SBS shall use its best efforts to
obtain and deliver such interest as soon as practical but, in any event, the
option shall only extend to such interest as SBS is capable of delivering on or
before its expiry. The foregoing option shall be non-transferable by CME except
to an existing subsidiary or affiliate, but shall survive any "change of
control" of CME.
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Page 9 of 9
6. CME and SVS agree to use their best efforts to close the
transactions contemplated herein by October 15, 1999.
7. In announcing the termination of the Reorganization Agreement,
SBS will include a statement substantially as follows:
For several months, SBS has watched with increasing concern as CME's
substantial investment in TV Nova in the Czech Republic has
materially diminished in value. It would appear that CME and its
shareholders have not been accorded the same level of protection of
their television investment that foreign investors expect and are
entitled to rely upon. Under the circumstances, we have reluctantly
concluded that it would be imprudent for SBS to expose its
shareholders to this level of on-going risk and uncertainty.
FOR SBS FOR CME
/s/ /s/
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Howard A. Knight Frederic T. Klinkhammer
Authorized Representative Authorized Representative
September 28, 1999 September 28, 1999
