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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) February 21, 2000
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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 (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
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 February 22, 2000 (the
"Press Release").
2
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Exhibits
99.1 Press Release of Central European Media Enterprises Ltd., dated
February 22, 2000.
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: February 25, 2000 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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[Letterhead of CME]
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. COMPLETES HUNGARIAN
ASSET SALE AND ACQUIRES $25
MILLION PUT FOR THE NOTE RECEIVABLE FROM ITI HOLDINGS
HAMILTON, BERMUDA, February 22, 2000 - Central European Media Enterprises Ltd.
(CME) (Nasdaq: CETV) announced today that it had completed the sale of its
Hungarian assets to SBS Broadcasting SA (SBS) for $16.0 million including the
assumption of certain related liabilities, plus 100% of the proceeds of certain
specified resales greater than $9.0 million.
CME also announced that it has acquired the right to "Put" the notes due from
International Trading and Investments Holdings S.A. (ITI Notes) with a book
value of $20.0 million to SBS for $25.0 million. CME has granted SBS a "Call" on
the ITI Notes for $37.25 million. The ITI Notes have a principal amount of
$40.0 million and mature on December 10th 2001. Both the put and the call are
exercisable up to June 30, 2000, and subject to extension under certain
conditions. CME originally acquired the ITI Notes as part of the consideration
for the sale of its interest in TVN Poland to ITI in December 1998.
CME now intends to work with SBS towards the completion of its acquisition of at
least an 81% controlling interest in Kanal A, for $12.0 million prior to June
30, 2000. Kanal A is the second leading commercial television broadcaster in
Slovenia and CME intends to maintain Kanal A's status as a leading commercial
station. This transaction is subject to the completion of a Kanal A
reorganization, regulatory approval and certain other conditions. In the
event that either the "Put" or the "Call" of the ITI Notes is exercised prior to
June 30, 2000, then $12.0 million of the proceeds will be placed in escrow until
the earlier of June 30, 2000 and the closing of the Kanal A acquisition.
Fred T. Klinkhammer, President and Chief Executive Officer of CME, said: "These
transactions resolve any near term liquidity issues for CME and, together with
the improved outlook for CME's markets and continuing operations, mark the
creation of a solid core business upon which CME can build."
Klinkhammer went on to say, "The pursuit of justice and the restoration of
broadcast operations in the Czech Republic and or the award of substantial
damages against CET-21, Vladamir Zelezny of the Czech state will continue to be
one of CME's primary objectives for the current year." Hearings on CME's request
for a partial final order against Zelezny will take place on March 16th and the
full hearing on the matter by the international arbitration panel is currently
scheduled for the first week in May.
-Continued-
Statements made in this press release regarding the possible acquisition of
Kanal A, restoration of broadcast operations in the Czech Republic and the
outcome of any legal proceedings are 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 or otherwise, could
differ materially from those described in or contemplated by the forward-looking
statements. Important factors that contribute to such risks include the ability
to attract audiences, the rate of development of advertising markets in
countries were the Company currently operates and general market and economic
conditions in these countries. Important factors with respect to the restoration
of broadcast operations in the Czech Republic and the ongoing dispute between
CNTS and CET, include legal, political and regulatory conditions and
developments in the Czech Republic.
CME operates television stations in Central and Eastern Europe and is traded on
the Nasdaq National Market in the U.S. under the symbol "CETV".
For more information, contact:
Chris Plunkett or Michael Samrgiassi
Brainerd Communications, Inc.
Tel: 212-986-6667
