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. 8)
Central European Media Enterprises Ltd.
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(Name of Issuer)
Class A Common Stock, $0.08 Par Value
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(Title of Class of Securities)
G20045103
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(CUSIP Number)
Ronald S. Lauder
767 Fifth Avenue, Suite 4200
New York, New York 10153
(212) 572-4090
with copies to:
Andrea Kozma, Esq.
Central European Media Enterprises Ltd.
8th Floor, Aldwych
London, WC2B 4HN
020 7430 5430
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 24, 2003
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
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 ("Act") 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 pages)
Page 1 of 5
CUSIP No. G20045103 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald S. Lauder
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
6,341,388
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 646,888
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,341,388
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
646,888
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,988,276
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5
THIS AMENDMENT NO. 8 AMENDS THE SCHEDULE 13D FILED BY THE REPORTING PERSON WITH
THE SECURITIES AND EXCHANGE COMMISSION, AS MOST RECENTLY AMENDED BY AMENDMENT
NO. 7, FILED ON SEPTEMBER 18, 2001 (AS SO AMENDED, THE "SCHEDULE 13D").
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
MEANINGS ASCRIBED TO SUCH TERM IN AMENDMENT NO. 7.
Item 3. Source and Amount of Funds or Other Consideration
On December 24, 2003, RSL Capital LLC, a company wholly owned by the
Reporting Person, converted 600,000 shares of Class B Common Stock of the Issuer
into 600,000 shares of Class A Common Stock for no consideration.
On December 24, 2003, RSL Capital LLC transferred by gift 600,000 shares
of Class A Common Stock to a charitable organization.
Item 4. Purpose of Transaction
The Reporting Person does not have any present plans or intentions that
relate to or would result in any of the matters described in subsections (a) -
(j) of Item 4 of Schedule 13D that are separate from the Issuer or have not been
publicly disclosed by the Issuer in its filings with the Securities and Exchange
Commission or in the Issuer's press releases other than contained herein.
The purpose of the transaction described in Item 3 was to donate shares of
Class A Common Stock of the Issuer to a charitable organization.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the aggregate number of shares of Class A
Common Stock beneficially owned by the Reporting Person was
6,988,276, approximately 27.0% of the total amount outstanding,
based on 19,177,100 shares of Class A Common Stock outstanding,
which is based on 18,577,100 shares of Class A Common Stock
outstanding as reported in the Issuer's most recent Form 10-Q,
adjusted for the Reporting Person's conversion as reported in Item 3
above. The percentage of ownership is calculated pursuant to Rule
13d-3 of the Securities Exchange Act of 1934, as amended. This
represents (i) 248,000 shares of Class A Common Stock, (ii) 20,004
shares underlying options for Class A Common Stock which are
currently exercisable, (iii) 107,200 shares of Class B Common Stock
underlying options which are currently exercisable, which Class B
Common Stock is convertible at the option of the Reporting Person
into Class A Common Stock, and (iv) 6,613,072 shares of Class B
Common Stock convertible at the option of the holder into Class A
Common Stock, which consists of (a) 120,032 shares of Class B Common
Stock held by the Reporting Person, (b) 3,385,416 shares of Class B
Common Stock held by RSL Investments Corporation, 1,672,496 shares
of Class B Common Stock held by RSL Capital LLC, and 577,784 shares
of Class B Common Stock held by Duna Investments, Inc., all of which
are owned by the Reporting Person, (c) 210,456 shares of Class B
Common Stock held by RAJ Family Partners L.P., which the Reporting
Person may be deemed to beneficially own, and (d) 646,888 shares of
Class B Common Stock held by EL/RSLG Media, Inc., of which 50% of
the common stock outstanding is beneficially owned by the 1995 Estee
Lauder RSL Trust and beneficially owned by the Reporting Person.
Each share of Class B Common Stock is convertible at the option of
the holder into one share of Class A Common Stock.
Page 3 of 5
(b) As of the date hereof, the Reporting Person has (i) sole voting and
dispositive power with respect to 6,341,388 shares of Class A Common
Stock and (ii) shared voting and dispositive power with respect to
646,888 shares of Class A Common Stock.
(c) On December 24, 2003, RSL Capital LLC, a company wholly owned by the
Reporting Person, converted 600,000 shares of Class B Common Stock
of the Issuer into 600,000 shares of Class A Common Stock for no
consideration. On December 24, 2003, RSL Capital LLC transferred by
gift 600,000 shares of Class A Common Stock to a charitable
organization. Except as described herein, no transaction in shares
of Class A Common Stock were effected during the past 60 days by the
persons named in response to paragraph (a) of this Item 5.
(d) N/A
(e) N/A
Except as expressly amended and supplemented hereby, the text of the
Schedule 13D remains in effect without any other modification.
Page 4 of 5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
12/24/03
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(Date)
/s/ Ronald S. Lauder
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(Signature)
Ronald S. Lauder
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(Name/Title)
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