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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 28, 1999
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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(Exact Name of Registrant as Specified in Charter)
Bermuda 0-24796 Not Applicable
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Clarendon House, Church Street, Hamilton HM CX Bermuda
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (441) 296-1431
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report
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Item 5. Other Events.
Attached is a Press Release issued by Registrant on September 28, 1999 (the
"Press Release").
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Exhibits
99.1 Press Release of Central European Media Enterprises Ltd., dated September
28, 1999.
3
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Central European Media Enterprises Ltd.
(Registrant)
Dated: September 28, 1999 By: /s/ Fred T. Klinkhammer
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Fred T. Klinkhammer
Title: President and Chief Executive Officer
(Duly Authorized Officer)
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CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. ANNOUNCES
MUTUAL TERMINATION OF MERGER AGREEMENT
WITH SBS BROADCASTING
-CME to Receive $8.25 Million Break-Up Fee-
-CME and SBS Enter Six Month Non-Compete-
-CME to sell Hungary Assets for $18.0 Million-
-CME Receives Option to Purchase Kanal A in Slovenia
from SBS for $12.25 Million-
Czech Republic, September 28, 1999 - Central European Media
Enterprises Ltd. ("CME") (Nasdaq: CETV) announced today that it has reached
agreement in principal to mutually terminate its merger agreement with SBS
Broadcasting. As part of the termination SBS will pay CME a break-up fee of
$8.25 million. In addition both parties have agreed to enter into a six-month
non-compete, ending on March 28, 2000. SBS will not compete with CME in
advertiser supported, free-to-air television broadcasting in the Czech
Republic, Slovakia and Ukraine. CME will not compete in any of SBS' existing
markets, other than Slovenia, where CME and SBS currently operate POP TV and
Kanal A, respectively.
CME will sell substantially all of its Hungarian operations to SBS
for $18.0 million. In Slovenia, SBS will grant CME an option to acquire for
$12.25 million an unencumbered 80 percent voting and economic interest in
Kanal A exercisable until the earlier of June 30, 2001 or six months from the
date SBS confirms that it has the ability to transfer such interest to CME.
Fred Klinkhammer, President and Chief Executive Officer of CME, said,
"The highjacking of our Czech business by Vladamir Zelezny and the Czech Media
Council's and police force's failures to enforce the rule of law and protect
foreign investors from this kind of frontier behavior has destroyed the
ability of the shareholders of both companies to fairly assess the value of
CME now or in the predictable future. CME will continue to pursue all legal
remedies available to seek restoration and compensatory damages from those
responsible."
Klinkhammer also stated, "The sale of the Hungary assets and option
agreement to purchase Kanal A will allow CME to concentrate on the markets
where CME is the undisputed leader in both audience shares and advertising
revenue."
-continued-
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Page 2 of 2
For more information on the situation in the Czech Republic please
refer to the Company's press release on 8-K filing for September 9, 1999.
Forward-looking Statements
Forward-looking statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and actual results,
financial and otherwise, could differ materially from those described in or
contemplated by the forward-looking statements.
CME broadcasts in Central and Eastern Europe and is traded on the
Nasdaq National Market in the U.S. under the symbol "CETV".
# # #
For further information, contact:
Chris Plunkett or Michael Smargiassi
Brainerd Communicators, Inc.
Tel: 212 986-6667
