-----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, BpJ/28koSIhSJGdFuX8oRV6LCUWSjhI6CBlw/yG7q+aNOhszElGm9Z+N7gnGieZ0 mMxjGcWX2r2yhtPbAKjx6w== 0000950123-97-007024.txt : 19970818 0000950123-97-007024.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950123-97-007024 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-24365 FILED AS OF DATE: 19970815 EFFECTIVENESS DATE: 19970815 SROS: NONE FILER: 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-33797 FILM NUMBER: 97665377 BUSINESS ADDRESS: STREET 1: 18 D ARBLAY STREET CITY: LONDON W1V 3FP ENGLA STATE: X0 BUSINESS PHONE: 8092961431 MAIL ADDRESS: STREET 1: CCLARENDON HOUSE STREET 2: HAMILTON HM CX CITY: BERMUDA STATE: D0 S-3MEF 1 CME 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (Exact name of registrant as specified in its charter) BERMUDA NOT APPLICABLE (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
--------------------- CLARENDON HOUSE CHURCH STREET HAMILTON HM/CX BERMUDA (441) 296-1431 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) LEONARD M. FERTIG CHIEF EXECUTIVE OFFICER CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. C/O CME DEVELOPMENT CORPORATION 18 D'ARBLAY STREET LONDON W1V 3FP ENGLAND (44 171) 292-7900 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: ROBERT L. KOHL, ESQ. JOHN D. WILSON, ESQ. ROSENMAN & COLIN LLP SHEARMAN & STERLING 575 MADISON AVENUE 199 BISHOPSGATE NEW YORK, NY 10022 LONDON EC2M 3TY ENGLAND (212) 940-8800 (44 171) 920-9000
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-24365 - ------------ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] - ------------ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================== PROPOSED TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES BEING REGISTERED REGISTERED(1) OFFERING PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------- Senior Notes Due 2004.................. $21,294,278 $21,294,278 $6,453 ===========================================================================================================
(1) A portion of the Senior Notes Due 2004 ("Notes") being registered will be denominated in German Deutsche Marks. The translation rate for the Deutsche Mark is $1.00 = DM 1.8350 (the Noon Buying Rate on August 13, 1997). The proposed maximum aggregate offering price of Notes being offered in Deutsche Marks and Dollars, based on such translation rate, is $21,294,278. ================================================================================ 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-24365) filed by Central European Media Enterprises Ltd. pursuant to the Securities Act of 1933, as amended, and declared effective on August 14, 1997 are hereby incorporated by reference into this Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. (a) Exhibits All exhibits filed with or incorporated by reference in Registration Statement 333-24365 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except for the following, which are filed herewith. Exhibit Number Description - ------- ----------- 5.1 - Opinion of Conyers, Dill and Pearman 5.2 - Consent of Rosenman & Colin LLP 23.1 - Consent of Conyers, Dill & Pearman (included in Exhibit Number 5.1) 23.2 - Consent of Rosenman & Colin LLP (included in Exhibit Number 5.2) 23.3 - Opinion of Rosenman & Colin LLP 23.4 - Consent of Arthur Andersen & Co. (included at page II-3) (b) Financial Statement Schedules Not Applicable. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on August 15, 1997. CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. By: /s/ JOHN A. SCHWALLIE --------------------------------------- John A. Schwallie Vice President -- Finance, Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------------------------------------------- ------------------------------ ---------------- * Chairman of the Board of August 15, 1997 - --------------------------------------------- Directors Ronald S. Lauder * President, Chief Executive August 15, 1997 - --------------------------------------------- Officer and Director Leonard M. Fertig (Principal Executive Officer) /s/ JOHN A. SCHWALLIE Vice President -- Finance and August 15, 1997 - --------------------------------------------- Chief Financial Officer John A. Schwallie (Principal Accounting and Principal Financial Officer) * Vice President, Secretary and August 15, 1997 - --------------------------------------------- Director Nicolas G. Trollope * Director and Authorized U.S. August 15, 1997 - --------------------------------------------- Representative Andrew Gaspar * Director August 15, 1997 - --------------------------------------------- Herbert S. Schlosser * Director August 15, 1997 - --------------------------------------------- Robert A. Rayne * /s/ JOHN A. SCHWALLIE - --------------------------------------------- John A. Schwallie Attorney-in-fact
5 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ---------- ------------------------------------------------------------------- 5.1 Opinion of Conyers, Dill and Pearman 5.2 Consent of Rosenman & Colin LLP 23.1 Consent of Conyers, Dill & Pearman (included in Exhibit Number 5.1) 23.2 Consent of Rosenman & Colin LLP (included in Exhibit Number 5.2) 23.3 Opinion of Rosenman & Colin LLP 23.4 Consent of Arthur Andersen & Co. EX-5.1 2 OPINION OF CONYERS 1 EXHIBIT 5.1 [LETTERHEAD OF CONYERS DILL & PEARMAN] August 15, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 U.S.A. Dear Sirs, RE: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (THE "COMPANY") 9 3/8% SENIOR NOTES DUE 2004 8 1/8% SENIOR NOTES DUE 2004 We have acted as special legal counsel in Bermuda to the Company in connection with the Form S-3 registration statement (the "Registration Statement") (Registration Number 333- ), with respect to the registration of $21,294,000 principal aggregate amount of 9 3/8% senior notes due 2004 and 8 1/8% senior notes due 2004 (collectively, the "Notes"). For the purposes of giving this opinion, we have examined the following documents: (i) the forms of indentures between the Company and Bankers Trust Company, as trustee (the "Indentures"); and (ii) the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, minutes of a meeting of its directors held on July 1, 1997, and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. 2 We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter. On the basis of and subject to the foregoing, we are of the opinion that: 1. The Company has taken all corporate action required to authorise its execution, delivery and performance of the Indentures. 2. When the Registration Statement has become effective under the Securities Act of 1933, when the Notes have been qualified as required under the laws of those jurisdictions in which they are to be issued and sold and when the Notes have been sold, issued and paid for in the manner described in the Registration Statement, the Notes will have been validly issued and will be fully paid and non-assessable. 3. The discussion of tax law set forth under the heading "Certain Tax Considerations -- Bermuda Taxation" in the prospectus included in Amendment No. 3 to the Company's Registration Statement on Form S-3 (Reg. No. 333-24365), filed on August 14, 1997 ("Amendment No. 3 to Form S-3") incorporated by reference into this Registration Statement is accurate as of the date hereof in all material respects. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Legal Matters" and under the caption "Certain Tax Considerations -- Bermuda Taxation" in the prospectus included in Amendment No. 3 to Form S-3 incorporated by reference into this Registration Statement. Yours faithfully, CONYERS, DILL & PEARMAN /s/CONYERS, DILL & PEARMAN EX-5.2 3 CONSENT 1 EXHIBIT 5.2 Rosenman & Colin LLP 575 Madison Avenue New York, New York 10022-2585 August 15, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Central European Media Enterprises Ltd. Registration No. 333- Gentlemen: We have acted as U.S. counsel to Central European Media Enterprises Ltd., a Bermuda corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of $21,294,278 aggregate principal amount of 9 3/8% Senior Notes due 2004 and 8 1/8% Senior Notes due 2004 (collectively, the "Notes"). In rendering this opinion, we have examined the forms of Indentures between the Company and Bankers Trust Company pursuant to which the Notes will be issued (the "Indentures"), and we have assumed that the Company has taken all corporate action required under Bermuda law to authorize the execution, delivery and performance of the Indentures, which are the subject of an opinion of Conyers, Dill & Pearman, Bermuda counsel to the Company, which opinion is being filed as an exhibit to the Registration Statement. Based solely upon the foregoing and subject to the assumptions and qualifications herein stated, we are of the opinion that when the Indentures have been duly executed and delivered and the Notes have been executed and authenticated in accordance with the Indentures and have been issued, sold and delivered in the manner and for the consideration stated in the Indentures and the Underwriting Agreement between the Company and the underwriters named therein, the forms of which have been filed as an exhibit to the Registration Statement on Form S-3 (the "Form S-3") filed with the Securities and Exchange Commission (the "Commission") on April 2, 1997 as amended by Amendment No. 1 to the Form S-3 filed with the Commission on April 18, 1997, Amendment No. 2 to the Form S-3 filed on July 31, 1997, and Amendment No. 3 to the Form S-3 filed with the Commission on August 14, 1997, 2 the Notes will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws now or hereafter in effect relating to creditor's rights and remedies generally, and equitable considerations of any court before which enforcement may be sought. This opinion is limited to the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name in the Form S-3, including the prospectus included therein, incorporated by reference into this Registration Statement, and any amendments or supplements thereto, under the heading "Legal Matters." Very truly yours, ROSENMAN & COLIN LLP By /s/Robert L. Kohl ------------------ A Partner EX-23.3 4 OPINION 1 Exhibit 23.3 Rosenman & Colin LLP 575 Madison Avenue New York, New York 10022-2585 August 15, 1997 Central European Media Enterprises Ltd. Clarendon House, Church Street Hamilton HM CX, Bermuda Re: Central European Media Enterprises Ltd. (the "Company") - Form S-3 Registration Statement under The Securities Act of 1933, Reg. No. 333- (the "Form S-3") Gentlemen: You have requested our opinion with respect to the material set forth under the heading "Certain Tax Consideration -- United States Federal Income Taxation" in the prospectus included in Amendment No. 3 to the Company's Registration Statement on Form S-3 (Reg. No. 333-24365), filed on August 14, 1997 (the "Registration Statement") incorporated by reference into this Form S-3 filed by the Company in connection with the Company's proposed offering and sale of certain senior notes due 2004. In connection with your request, you have provided us with (a) the Form S-3 and (b) such other documents as we have deemed necessary or appropriate to review in rendering this opinion. On the basis of our review of the aforementioned documents, on which we have relied, and on the basis of the United States federal income tax law as currently in effect, including the Internal Revenue Code of 1986, as amended existing judicial decisions and administrative regulations, including proposed regulations, rulings, procedures and practice, all of which are subject to change, it is our opinion that the discussion of the tax law set forth under the heading "Certain Tax Considerations -- United States Federal Income Taxation" in the Registration Statement incorporated by reference into this Form S-3 is accurate as of the date hereof in all materials respects. We hereby consent to the use of our name under the caption "Certain Tax Considerations -- United States Federal Income 2 Taxation" in the Registration Statement incorporated by reference into this Form S-3 and to the use of this opinion as an exhibit to the the Form S-3. Very truly yours, Rosenman & Colin LLP By: /s/ James A. Guadiana ---------------------------- James A. Guadiana, A Partner EX-23.4 5 CONSENT 1 Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated March 24, 1997 (except for the matters discussed in Note 16.c, as to which the date is May 27, 1997), and to the incorporation by reference in this Registration Statement of our reports dated March 5, 1997, March 13, 1997, and March 4, 1996 (except for the matters discussed in Note 3, as to which the date is March 5, 1997) included in the Form 10-K of Central European Media Enterprises Ltd. for the year ended December 31, 1996 and to all references to our Firm included in or made a part of this Registration Statement. ARTHUR ANDERSEN & CO. Hamilton, Bermuda August 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----