-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BnzYBflrd3/tLMwLdDLo/AwvcbAbLMBKJDFS8ecKvben26A4yoLqQAgueTEUXX1V ckEeAoK55tMpkWMLqRm7HA== 0000921530-99-000193.txt : 19991018 0000921530-99-000193.hdr.sgml : 19991018 ACCESSION NUMBER: 0000921530-99-000193 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991004 GROUP MEMBERS: DR. ANDREI V. TSIMAILO GROUP MEMBERS: ELEMENTAL LIMITED GROUP MEMBERS: MEDIA MOST B.V. GROUP MEMBERS: MEDIA MOST LIMITED GROUP MEMBERS: VLADIMIR A. GOUSSINSKY GROUP MEMBERS: ZAO MEDIA MOST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD CENTRAL INDEX KEY: 0000925645 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-45747 FILM NUMBER: 99722679 BUSINESS ADDRESS: STREET 1: 18 D ARBLAY STREET CITY: LONDON W1V 3FP ENGLA STATE: X0 BUSINESS PHONE: 4412961431 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: HAMILTON HM CX CITY: BERMUDA STATE: D0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZAO MEDIA MOST CENTRAL INDEX KEY: 0001096223 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: U2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ULITSA NAVY ARBAT 36 MOSCOW STREET 2: 121205 RUSSIAN FEDERATION CITY: MOSCOW SC 13D 1 SCH 13D RE CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. 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 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 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 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 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 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 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 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 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 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 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 12 of 16 Pages
ANNEX A 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 13 of 16 Pages 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
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 14 of 16 Pages
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 - ------------------ ----------- ----------- ---------- -------------- 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
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 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 ------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----