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. )*
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
_________________________________________
(Name of Issuer)
Class A Common Stock, Par Value $.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)
September 23, 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 16 Pages
Exhibit Index: Page 15
<PAGE>
Page 2 of 16 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 3,196,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,196,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 16 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 3,196,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,196,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 16 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 3,196,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,196,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 16 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 3,196,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,196,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 16 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 3,196,818
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,196,818
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 16 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 3,196,818
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,196,818
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,196,818
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
17.27%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 16 Pages
This Statement on 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 Statement is being filed by the
Reporting Persons (as defined herein) to report the recent acquisition of
securities of the Issuer, as a result of which the Reporting Persons may be
deemed to be the beneficial owners of more than 5% of the outstanding Shares of
the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is Clarendon House, Church Street,
Hamilton, HM CX Bermuda.
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.
EL is a Gibraltar company with its principal address at 57/63
Line Wall Road, Gibraltar. Currently, the principal business of EL is the
purchasing of the Shares. Current information concerning the identity and
background of the director of EL is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
MM Ltd. is a Gibraltar company with its principal address at
57/63 Line Wall Road, Gibraltar. The principal business of MM Ltd. is investing
in, and managing, media and telecommunications companies. Current information
concerning the identity and background of the officers of MM Ltd. is set forth
in Annex A hereto, which is incorporated by reference in response to this Item
2.
MM BV is a Netherlands company with its principal address at
Locatellikade 1, 1076 AZ, Amsterdam, Netherlands. The principal business of MM
BV is investing in, and managing, media and telecommunications companies.
Current information concerning the identity and background of the director of MM
BV is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
ZAO MM is a Russian company with its principal address at
ulitsa Novy Arbat 36, Moscow 121205, Russian Federation. The principal business
of ZAO MM is investing in, and managing, media and telecommunications companies.
Current information concerning the identity and background of the directors and
officers of ZAO MM is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
<PAGE>
Page 9 of 16 Pages
Dr. Tsimialo is a citizen of the Russian Federation. The
principal occupation of Dr. Tsimailo is serving as First Vice-Chairman of the
Board of ZAO MM, which is carried out at ZAO MM's principal address.
Mr. Goussinsky is a citizen of the Russian Federation and
Israel. The principal occupations of Mr. Goussinsky are serving as Chairman of
the Board of ZAO MM, Company Executive of MM Ltd. and Chairman of the Board of
NTV Broadcasting Company, a Russian company, which are carried out at ZAO MM's
principal address.
EL is a wholly owned subsidiary of MM Ltd, as a result MM Ltd.
may be deemed the beneficial owner of the Shares held for the account of EL. MM
Ltd. is a wholly owned subsidiary of MM BV, as a result MM BV may be deemed the
beneficial owner of the Shares held for the account of EL. MM BV is a wholly
owned subsidiary of ZAO MM, as a result ZAO MM may be deemed the beneficial
owner of the Shares held for the account of EL. Dr. Tsimailo, by virtue of his
position as First Vice-Chairman of the Board of ZAO MM, may be deemed the
beneficial owner of the Shares held for the account of EL. Mr. Goussinsky, by
virtue of his position as Chairman of the Board of ZAO MM, may be deemed the
beneficial owner of the Shares held for the account of EL.
During the past five years, none of the Reporting Persons and,
to the best of the Reporting Persons' knowledge, no other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding or (b) a
party to any civil proceeding as a result of which it or he has been 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.
Item 3. Source and Amount of Funds or Other Consideration.
Approximately $6,069,899 was expended to purchase the
securities reported herein as being acquired by EL in the last 60 days. 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.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of the Reporting Persons may be deemed the
beneficial owner of the 3,196,818 Shares (approximately 17.27% of the total
number of Shares outstanding) held for the account of EL.
<PAGE>
Page 10 of 16 Pages
(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 3,196,818 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 3,196,818 Shares held for the
account of EL.
(c) Except for the transactions listed on Annex B hereto,
there have been no transactions effected with respect to the Shares since August
5, 1999 (60 days prior to the date hereof) by any of the Reporting Persons.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated October 4, 1999 by and among
EL, MM Ltd., MM BV, ZAO MM, Dr. Tsimailo and Mr. Goussinsky.
<PAGE>
Page 11 of 16 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 4, 1999
ELEMENTAL LIMITED
By: /S/ DAVID SHORTT
--------------------------------------
David Shortt
Company Executive
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 12 of 16 Pages
<TABLE>
<CAPTION>
ANNEX A
<S> <C> <C>
Director of EL
Name/Title/Citizenship Principal Occupation(s) Business Address
David Shortt Director of EL and Company 57/63 Line Wall Road,
Director Executive of MM Ltd. Gibraltar
(United Kingdom)
Officers of MM Ltd.
Name/Title/Citizenship Principal Occupation(s) Business Address
Vladimir A. Goussinsky Company Executive of MM ulitsa Novy Arbat 36,
Company Executive Ltd., Chairman of the Board Moscow 121205
(Russian Federation, Israel) of ZAO MM and Chairman Russian Federation
of the Board of NTV
Broadcasting Company
Dzhavanfar Z. Zamani Company Executive of ulitsa Novy Arbat 36,
Company Executive MM Ltd. and General Moscow 121205
(Russian Federation) Director of ZAO MM Russian Federation
David Shortt Company Executive 57/63 Line Wall Road,
Company Executive MM Ltd. and Director of Gibraltar
(United Kingdom) EL
Director of MM BV
Name/Title/Citizenship Principal Occupation(s) Business Address
ZAO MM Director of ZAO MM Locatellikade 1, 1076 AZ,
Director Amsterdam, Netherlands
(Russian Federation
<PAGE>
Page 13 of 16 Pages
<S> <C> <C>
Directors and Officers of ZAO
MM
Name/Title/Citizenship Principal Occupation(s) Business Address
Vladimir A. Goussinsky Chairman of the Board of ulitsa Novy Arbat 36,
Chairman of the Board ZAO MM, Chairman of the Moscow 121205
(Russian Federation, Israel Board of NTV Broadcasting Russian Federation
Company and Company
Executive of MM Ltd.
Dr. Andrei V. Tsimailo First Vice-Chairman of the ulitsa Novy Arbat 36,
First Vice-Chairman of the Board Board of ZAO MM Moscow 121205
(Russian Federation) Russian Federation
Dzhavanfar Z. Zamani General Director of ZAO ulitsa Novy Arbat 36,
General Director MM and Company Executive Moscow 121205
(Russian Federation) of MM Ltd. Russian Federation
</TABLE>
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
Page 14 of 16 Pages
<TABLE>
<CAPTION>
ANNEX B
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 9/13/99 PURCHASE 200,000 $1.6238
9/14/99 PURCHASE 260,000 $1.9579
9/16/99 SALE 5,000 $2.3450
9/17/99 PURCHASE 157,000 $2.7007
9/20/99 PURCHASE 39,818 $2.7604
9/21/99 PURCHASE 165,000 $2.6468
9/22/99 PURCHASE 90,000 $2.2731
9/23/99 PURCHASE 175,000 $2.0407
9/24/99 PURCHASE 175,000 $1.9871
9/27/99 PURCHASE 160,000 $1.9704
9/28/99 PURCHASE 20,000 $2.2175
9/29/99 PURCHASE 730,000 $1.7166
9/30/99 PURCHASE 475,000 $1.7070
10/1/99 PURCHASE 555,000 $1.7012
</TABLE>
<PAGE>
Page 15 of 16 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated October 4, 1999 by and
among Elemental Limited, Media Most Limited, Media Most
B.V., ZAO Media Most, Dr. Andrei V. Tsimailo and
Vladimir A. Goussinsky.................................. 16
<PAGE>
Page 16 of 16 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Class A Common Stock of Central European Media
Enterprises Ltd. dated October 4, 1999 is, and any amendments thereto signed by
each of the undersigned shall be, filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: October 4, 1999
ELEMENTAL LIMITED
By: /S/ DAVID SHORTT
---------------------------------------
David Shortt
Company Executive
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
------------------------------------------------
