UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
Central European Media Enterprises Ltd.
(Name of Issuer)
Class A Common Stock, par value $0.08 per share
(Title of Class of Securities)
G20045103
(CUSIP Number)
Ronald S. Lauder
767 Fifth Avenue, Suite 4200
New York, New York 10153
(212) 572-4090
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 28, 2006
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-7 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 the 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 ("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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (3-06)
Page 1 of 7 Pages
CUSIP NO. G20045103
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1. Names of Reporting Persons Ronald S. Lauder
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check 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 41,900
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power 6,372,839
Beneficially
Owned by Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power 41,900
Person With
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10. Shared Dispositive Power 6,372,839
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,414,739
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 15.8%
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14. Type of Reporting Person (See Instructions) IN
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Page 2 of 7 Pages
This Amendment No. 10 to Statement on Schedule 13D amends and supplements the
Statement on Schedule 13D filed by Ronald S. Lauder ("RSL") with the U.S.
Securities and Exchange Commission on November 21, 1995, as amended from time to
time, most recently by Amendment No. 9, filed on March 31, 2004 (the "SCHEDULE
13D"), with respect to the Class A Common Stock, par value $0.08 per share
("CLASS A COMMON STOCK"), of Central European Media Enterprises, Ltd. (the
"ISSUER"). Each Item below amends and supplements the information disclosed in
the corresponding Item of the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On August 28, 2006, the Reporting Person and certain other persons entered
into a Purchase Agreement (the "PURCHASE AGREEMENT") with a Guernsey limited
partnership, Adele (Guernsey) L.P. ("APAX SPV"), that is wholly owned by
investment funds affiliated with Apax Partners. Upon the terms and subject to
the conditions contained in the Purchase Agreement, the Reporting Person and
such other persons have agreed to contribute to CME Holdco L.P., a newly-formed
Cayman Islands limited partnership (the "PARTNERSHIP"), a total of 6,312,839
shares of Class B Common Stock and 60,000 shares of Class A Common Stock in
exchange for 100% of the partnership interests of the Partnership. Promptly
following such contribution, the Reporting Person and such other persons will
sell limited partnership interests to APAX SPV aggregating approximately 49.72%
of the total partnership interests of the Partnership. Following the closing of
such transaction, the Reporting Person will own, directly and indirectly,
partnership interests aggregating 45.28% of the total partnership interests of
the Partnership. The remaining interests in the Partnership not held by the
Reporting Person or APAX SPV will be held by persons constituting "Permitted
Transferees" under Section 3(5) of the bye-laws of CME. A newly-formed Delaware
limited liability company that will be indirectly and wholly owned by the
Reporting Person will be the general partner of the Partnership (the "GENERAL
PARTNER"). Under the terms of the Partnership's limited partnership agreement
(the "LIMITED PARTNERSHIP AGREEMENT"), APAX SPV will have certain consent rights
with respect to the voting and disposition of the shares of Class B Common Stock
and Class A Common Stock held by the Partnership. The closing of the transaction
is expected to occur on or before September 7, 2006. The Reporting Person will
receive aggregate proceeds of $171,000,000 in connection with the transaction.
The Purchase Agreement (including the agreed form of Limited Partnership
Agreement) is filed as an exhibit hereto and the foregoing description is
qualified by reference to such exhibit.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction described in Item 3 is to monetize a portion of
the Reporting Person's investment in the Issuer. In connection with the
transaction, two nominees of APAX SPV will be elected to the board of directors
of CME. 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) At August 28, 2006, the Reporting Person beneficially owned 6,414,739
shares of Class B Common Stock as follows: (i) 141,900 shares of Class B
Common Stock underlying currently exercisable stock options held directly
by the Reporting Person (100,000 of
Page 3 of 7 Pages
which are intended to be exercised and contributed to the Partnership prior
to the closing of the transaction described in Item 3), (ii) 3,385,417
shares of Class B Common Stock held indirectly as the sole shareholder of
RSL Investment Corporation ("RSLIC"), (iii) 1,672,500 shares of Class B
Common Stock held indirectly as the sole member of RSL Capital LLC, (iv)
577,788 shares of Class B Common Stock held indirectly as the sole
shareholder of TVH Inc. ("TV INC."), the sole shareholder TV Holdings Ltd.
("TV HOLDINGS"), (v) 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 as a result of being the President of RAJ Family
Corporation, which is the managing general partner of RAJ Family Partners,
L.P., which shares will be contributed to the Partnership pursuant to the
Purchase Agreement, and (v) 466,678 shares of Class B Common Stock and
60,000 shares of Class A Common Stock beneficially owned as a result of the
agreement of other parties to the Purchase Agreement to contribute such
shares to the Partnership in connection with the transactions described in
Item 3.
Each share of Class B Common Stock is convertible into one share of Class A
Common Stock at any time at the option of the holder. Assuming conversion
of all shares of Class B Common Stock beneficially owned by the Reporting
Person (including shares underlying exercisable stock options), the
Reporting Person would beneficially own 6,414,739 shares of Class A Common
Stock, which would represent 15.8% of the number of shares of Class A
Common Stock outstanding.
Each share of Class A Common Stock entitles the holder to one vote on each
matter submitted to a vote of the Issuer's stockholders and each share of
Class B Common Stock entitles the holder to ten votes on each such matter,
including the election of directors of the Issuer. Assuming no conversion
of any of the outstanding shares of Class B Common Stock, the 6,414,739
shares of Class B Common Stock and 60,000 shares of Class A Common Stock
for which the Reporting Person has voting power (including shares
underlying exercisable stock options) constitute 64.8% of the aggregate
voting power of the Issuer.
(B) The Reporting Person has Voting Power and Dispositive Power with respect to
shares of Class A Common Stock as follows:
(I) The Reporting Person has sole Voting Power and sole Dispositive Power
with respect to 41,900 shares of Class B Common Stock underlying
currently exercisable stock options held directly by the Reporting
Person.
(II) The Reporting Person has shared Voting Power and shared Dispositive
Power with respect to the 6,312,839 shares of Class B Common Stock and
60,000 shares of Class A Common Stock that the Reporting Person and
the other parties to the Purchase Agreement have agreed to contribute
to the Partnership pursuant to the transactions described in Item 3.
Such voting and dispositive power is shared with APAX SPV under the
terms of the Purchase Agreement and Limited Partnership Agreement.
(C) Since Amendment No. 9, the following transactions have affected the
Reporting Person's beneficial ownership of Class A Common Stock:
(I) On June 10, 2004, RSL disposed of by gift 130,235 shares of Class A
Common Stock, which he held directly.
Page 4 of 7 Pages
(II) As of December 17, 2004, the Reporting Person resigned as co-trustee
of The RSL Article VII 2002 Trust (successor to The 1995 Estee Lauder
RSL Trust) (the "TRUST"). As a result, the Reporting Person ceased to
have a reportable beneficial interest in securities held directly or
indirectly by the Trust. At the time of the Reporting Person's
resignation, the Trust owned 50% of outstanding common stock of
EL/RSLG Media Inc., which owned 646,895 shares of Class B Common
Stock.
(III) Prior to May 3, 2005, the Reporting Person held 577,788 shares of
Class B Common Stock indirectly as the sole shareholder of Duna
Investments, Inc. ("DUNA"). On that date, Duna contributed those
shares to TV Holdings, of which Duna was the sole shareholder. On July
20, 2005, the Reporting Person contributed the shares of Duna to TV
Inc., of which the Reporting Person was, and continues to be, the sole
shareholder and Duna distributed the shares of TV Holdings to TV Inc.
(IV) On December 15, 2005, the Reporting Person (x) exercised options to
purchase 10,000 shares of Class A Common Stock, which he held
directly, at an exercise price of $23.00 per share. and options to
purchase 10,000 shares of Class A Common Stock, which he held
directly, at an exercise price of $24.78 per share, for an aggregate
$277,800, (y) converted for no consideration 62,235 shares of Class B
Common Stock, which he held directly, into an equal number of shares
of Class A Common Stock and (z) sold 200,000 shares of Class A Common
Stock, which he held directly, at a price of $57.45 per share, for an
aggregate $11,490,000.
(V) On June 23, 2006, the Reporting Person (x) converted for no
consideration 57,799 shares of Class B Common Stock, which he held
directly, into an equal number of shares of Class A Common Stock and
(z) disposed of by gift 57,799 shares of Class A Common Stock, which
he had held directly.
(D) The General Partner and the limited partners of Partnership have the right
to receive the proceeds of dividends on the Class A Common Stock and Class
B Common Stock held by the Partnership. The only such persons who will own
more than 5% of the Partnership are RSLIC and APAX SPV.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On August 28, 2006, the Reporting Persons entered into a Purchase Agreement with
a Guernsey limited partnership, Adele (Guernsey) L.P. and certain other persons,
which is described in Item 3 above.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The Exhibit Index is incorporated herein by reference.
Page 5 of 7 Pages
SIGNATURES
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.
Date: August 28, 2006
/s/ Ronald S. Lauder
---------------------------------------
RONALD S. LAUDER
Title: Chairman
Page 6 of 7 Pages
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
99.1 Purchase Agreement, dated as of August 28, 2006 among Ronald S.
Lauder, RSL Investments Corp., RSL Investment LLC, RAJ Family
Partners, Leonard A. Lauder, LWG Family Partners, L.P. and
Adele (Guernsey) L.P.
99.2 Side Letter Agreement, dated as of August 25, 2006 among Apax
Europe VI-A, L.P., Apax Europe VI-1, L.P., Adele (Guernsey)
L.P., Ronald S. Lauder, RSL Investment LLC, RSL Investments
Corporation, RAJ Family Partners, L.P., Leonard A. Lauder and
LWG Family Partners, L.P.
Page 7 of 7 Pages