Central European Media 8-K 3-2-2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of Report (date of earliest event reported) March 2, 2005
CENTRAL
EUROPEAN MEDIA ENTERPRISES LTD.
(Exact
name of registrant as specified in its charter)
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BERMUDA |
0-24796 |
N/A |
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(State
or other jurisdiction of incorporation and organisation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
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Clarendon
House, Church Street, Hamilton |
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HM
CX Bermuda |
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(Address
of principal executive offices) |
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(Zip
Code) |
Registrant's
telephone number, including area code: (441)
296-1431
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
February 24, 2005, CME Media Enterprises B.V., a wholly-owned subsidiary of CME
Media Enterprises, Ltd. (the "Company"), entered into an Agreement on Settlement
of Disputes and Transfer of Ownership Interest (the "Agreement") with Peter
Krsak, by which we will acquire Mr. Krsak's entire minority ownership interest
in CET 21 s.r.o. ("CET 21"). CET 21 holds the national terrestrial broadcast
license for TV Nova in the Czech Republic. Following this transfer, the Company
will own a direct interest of 16.67% in CET 21.
On
December 13, 2004, the Company and CME Media Enterprises B.V. entered into an
agreement with PPF (Cyprus) Ltd. ("PPF") to purchase an 85% interest in the
group of companies operating TV Nova, including an indirect 52.075% interest in
CET 21 (the "TV Nova Group").
The
purchase price for the acquisition of the TV Nova Group from PPF will be reduced
by the amount payable to Mr. Krsak under the Agreement. The Agreement with Mr.
Krsak is subject to a number of conditions, including the consent of the Council
of the Czech Republic for Radio and Television Broadcasting to the transfer of
Mr. Krsak's interest to us and the withdrawal of all outstanding legal
proceedings by Mr. Krsak relating to the TV Nova business. The Agreement may be
terminated as a result of the failure of a party to satisfy its obligations
under the Agreement or the inability to secure necessary consents to the
transfer.
On the
completion of the PPF transaction and the Agreement with Mr Krsak, the Company
will have an attributable economic interest of at least 85% in the TV Nova
business.
A more
detailed description of the transaction with Mr. Krsak and the underlying
litigation will be published in the Company's Form 10-K for the period ending
December 31, 2004.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits
99.1
Press Release, dated March 2, 2005 (furnished only).
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused
this report to be signed on our behalf by the undersigned thereunto duly
authorized.
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| Date: March 2, 2005 |
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/s/ Wallace
Macmillan |
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Wallace Macmillan |
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Vice President - Finance |
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(Principal
Financial Officer and Duly Authorized
Officer) |