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. 9)
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)
March 23, 2004
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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
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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
6,349,788
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 646,888
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 6,349,788
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
646,888
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,996,676
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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)
25.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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THIS AMENDMENT NO. 9 AMENDS THE SCHEDULE 13D FILED BY THE REPORTING PERSON WITH
THE SECURITIES AND EXCHANGE COMMISSION, AS MOST RECENTLY AMENDED BY AMENDMENT
NO. 8, FILED ON DECEMBER 29, 2003 (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. 8.
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
6,996,676, approximately 25.2% of the total amount outstanding,
based on 20,351,099 shares of Class A Common Stock outstanding. 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) 115,600 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.
(b) As of the date hereof, the Reporting Person has (i) sole voting and
dispositive power with respect to 6,349,788 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 March 23, 2004, the Reporting Person entered into certain
agreements more fully described in Item 6 below. The change in
beneficial ownership of the Reporting Person reflects only, and was
solely caused by, the vesting of options.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
On March 23, 2004, the Reporting Person entered into (i) a credit agreement (the
"Credit Agreement") with Bank Leumi USA (the "Bank"), pursuant to which the
Reporting Person obtained a loan from the Bank; and (ii) a pledge agreement in
favor of the Bank, pursuant to which the Reporting Person pledged 1,850,000
shares of Class B Common Stock of the Issuer (the "Pledged Shares") as security
for the loan. In certain events as provided under the Credit Agreement, the Bank
may convert the Pledged Shares into shares of Class A Common Stock and some or
all of such shares of Class A Common Stock may be sold by the Bank.
Page 3 of 5
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.
3/24/04
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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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