SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. 1)*
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
_______________________________________
(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
_______________________________________________
(Title of Class of Securities)
G20045103
______________
(CUSIP Number)
Melissa J. Schwartz, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
__________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 4, 1999
____________________________________
(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.
*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).
Continued on following page(s)
Page 1 of 11 Pages
<PAGE>
Page 2 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ELEMENTAL LIMITED
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Gibraltar
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,481,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,481,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MEDIA MOST LIMITED
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Gibraltar
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,481,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,481,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MEDIA MOST B.V.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Netherlands
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,481,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,481,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
ZAO MEDIA MOST
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Russian Federation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,481,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,481,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. ANDREI V. TSIMAILO
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Russian Federation
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,481,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,481,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
SCHEDULE 13D
CUSIP No. G20045103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VLADIMIR A. GOUSSINSKY
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Russian Federation; Israel
7 Sole Voting Power
Number of 3,481,818
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,481,818
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,481,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
18.81%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 11 Pages
This Amendment No. 1 to Schedule 13D relates to shares of Class A
Common Stock, $0.01 par value per share (the "Shares"), of Central European
Media Enterprises Ltd. (the "Issuer"). This Amendment No. 1 supplementally
amends the initial statement on Schedule 13D dated October 4, 1999 (the "Initial
Statement") filed by the Reporting Persons (as defined herein). This Amendment
No. 1 is being filed by the Reporting Persons to report that, as a result of the
recent acquisition of Shares of the Issuer, the number of Shares of which the
Reporting Persons may be deemed to be the beneficial owners has increased by
more than one percent. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
i) Elemental Limited ("EL");
ii) Media Most Limited ("MM Ltd.");
iii) Media Most B.V. ("MM BV");
iv) ZAO Media Most ("ZAO MM");
v) Dr. Andrei V. Tsimailo ("Dr. Tsimailo"); and
vi) Mr. Vladimir A. Goussinsky ("Mr. Goussinsky").
This Statement relates to Shares held for the account of EL.
Item 3. Source and Amount of Funds or Other Consideration.
Approximately $549,792 was expended to purchase the securities
reported herein as being acquired by EL. The amount expended was provided by New
Television Technologies Limited, a Gibraltar company and a wholly owned
subsidiary of MM Ltd., in the form of an interest-free inter-company loan
payable on demand.
The securities held for the account of EL may be held through
margin accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
The securities reported herein as having been acquired for the
account of EL were acquired because the securities are considered to be an
attractive investment. The Reporting Persons reserve the right to acquire, or
cause to be acquired, additional securities of the Issuer, to dispose of, or
cause to be disposed of, such securities at any time or to formulate other
purposes, plans or proposals regarding the Issuer or any of its securities, to
the extent deemed advisable in light of general investment and trading policies
of the Reporting Persons, market conditions or other factors, including as may
relate to transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. In addition, the Reporting Persons may seek to enter into
discussions with the Issuer about potential areas of mutually beneficial
business cooperation.
<PAGE>
Page 9 of 11 Pages
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of the Reporting Persons may be deemed the
beneficial owner of the 3,481,818 Shares (approximately 18.81% of the total
number of Shares outstanding) held for the account of EL.
(b) (i) Each of EL, MM Ltd., MM BV, ZAO MM and Dr. Tsimailo
may be deemed to have the shared power to direct the voting and disposition of
the 3,481,818 Shares held for the account of EL.
(ii) Mr. Goussinsky may be deemed to have the sole power
to direct the voting and disposition of the 3,481,818 Shares held for the
account of EL.
(c) Except for the transactions listed on Annex A hereto,
which were effected in open market transactions, there have been no transactions
effected with respect to the Shares since October 4, 1999 (the date of filing of
the last statement on Schedule 13D) by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
<PAGE>
Page 10 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: October 5, 1999
ELEMENTAL LIMITED
By: /S/ DAVID SHORTT
---------------------------------------
David Shortt
Director
MEDIA MOST LIMITED
By: /S/ DAVID SHORTT
---------------------------------------
David Shortt
Company Executive
MEDIA MOST B.V.
By: ZAO Media Most
Director
By: /S/ ANDREI V. TSIMAILO
-----------------------------
Dr. Andrei V. Tsimailo
First Vice-Chairman of the Board
ZAO MEDIA MOST
By: /S/ ANDREI V. TSIMAILO
---------------------------------------
Dr. Andrei V. Tsimailo
First Vice-Chairman of the Board
DR. ANDREI V. TSIMAILO
/S/ ANDREI V. TSIMAILO
------------------------------------------------
VLADIMIR A. GOUSSINSKY
/S/ VLADIMIR A. GOUSSINSKY
------------------------------------------------
<PAGE>
Page 11 of 11 Pages
<TABLE>
<CAPTION>
ANNEX A
RECENT TRANSACTIONS IN THE SECURITIES OF
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
Date of Nature of Number of Net Average
For the Account of Transaction Transaction Securities Purchase Price
- ------------------ ----------- ----------- ---------- --------------
<S> <C> <C> <C> <C>
EL 10/4/99 PURCHASE 210,000 $1.9377
10/5/99 PURCHASE 75,000 $1.9050
</TABLE>
