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)
|
March
26, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
1.
|
Names
of Reporting Persons
|
Ronald
S. Lauder
|
I.R.S.
Identification Nos. of above persons (entities only).
|
||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
¨
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
|
United
States
|
7.
|
Sole
Voting Power
|
75,500
|
|
Number
of
|
|||
Shares
|
8.
|
Shared
Voting Power
|
6,372,839
|
Beneficially
|
|||
Owned
by Each
|
9.
|
Sole
Dispositive Power
|
75,500
|
Reporting
|
|||
Person
With
|
10.
|
Shared
Dispositive Power
|
6,372,839
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,448,339
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
15.2%
|
14.
|
Type
of Reporting Person (See Instructions)
|
IN
|
1.
|
Names
of Reporting Persons
|
RSL
Investments Corporation
|
I.R.S.
Identification Nos. of above persons (entities only)
|
13-3649460
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
¨
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
7.
|
Sole
Voting Power
|
0
|
|
Number
of
|
|||
Shares
|
8.
|
Shared
Voting Power
|
6,372,839
|
Beneficially
|
|||
Owned
by Each
|
9.
|
Sole
Dispositive Power
|
0
|
Reporting
|
|||
Person
With
|
10.
|
Shared
Dispositive Power
|
6,372,839
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,372,839
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
15.0%
|
14.
|
Type
of Reporting Person (See Instructions)
|
CO
|
1.
|
Names
of Reporting Persons
|
RSL
Investment LLC
|
I.R.S.
Identification Nos. of above persons (entities only)
|
20-5434339
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
|
(a)
|
¨
|
|
(b)
|
x
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
|
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
|
¨
|
6.
|
Citizenship
or Place of Organization
|
Delaware
|
7.
|
Sole
Voting Power
|
0
|
|
Number
of
|
|||
Shares
|
8.
|
Shared
Voting Power
|
6,372,839
|
Beneficially
|
|||
Owned
by Each
|
9.
|
Sole
Dispositive Power
|
0
|
Reporting
|
|||
Person
With
|
10.
|
Shared
Dispositive Power
|
6,372,839
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
6,372,839
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|
¨
|
13.
|
Percent
of Class Represented by Amount in Row (11)
|
15.0%
|
14.
|
Type
of Reporting Person (See Instructions)
|
OO
|
Item
2.
|
Identity
and Background
|
(i)
|
RSL;
|
(ii)
|
RSL
Investments Corporation, a Delaware corporation (“RIC”);
and
|
(iii)
|
RSL
Investment LLC, a Delaware limited liability company (“RIL”
together with RSL and RIC, the “Reporting
Persons”).
|
Item
3.
|
Source
and Amount of Funds
|
Item
4.
|
Purpose
of Transaction
|
Item
5.
|
Interest
in Securities of the Issuer
|
(a)
|
At
March 26, 2009, RSL beneficially owns 6,448,339 shares of Class A Common
Stock, and the other Reporting Persons beneficially own 6,372,839 shares
of Class A Common Stock, as follows: (i) RSL beneficially owns 75,500
shares of Class B Common Stock underlying currently exercisable stock
options held directly by RSL, and (ii) RSL and the other Reporting
Persons beneficially own (x) 6,312,839 shares of Class B Common Stock held
directly by CME Holdco and (y) 60,000 shares of Class A Common Stock
held directly by CME Holdco.
|
(b)
|
The
Reporting Persons have the power to vote, or direct the vote of (“Voting
Power”), and the power to dispose, or direct the disposition of
(“Dispositive
Power”), shares of Class A Common Stock as
follows:
|
|
(i)
|
RSL
has sole Voting Power and sole Dispositive Power with respect to 75,500
shares of Class B Common Stock underlying currently exercisable stock
options held directly by RSL.
|
|
(ii)
|
The
Reporting Persons have 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 held directly by CME
Holdco. Such Voting Power and Dispositive Power is shared with
Adele (Guernsey) L.P. under the terms of CME Holdco’s Amended and Restated
Limited Partnership Agreement dated September 1,
2006.
|
(c)
|
Not
applicable.
|
(d)
|
Not
applicable.
|
(e)
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Item
7.
|
Materials
to be Filed as Exhibits
|
RONALD
S. LAUDER
|
|||
By
|
/s/ Jacob Z. Schuster
|
|
|
Name: Jacob
Z. Schuster, as Attorney-in-
fact
|
|||
RSL
INVESTMENTS CORPORATION
|
|||
By
|
/s/ Jacob Z. Schuster
|
|
|
Name:
Jacob Z. Schuster
|
|||
Title:
President, Secretary and Treasurer
|
|||
RSL
INVESTMENT LLC
|
|||
By
|
/s/ Jacob Z. Schuster
|
|
|
Name:
Jacob Z. Schuster
|
|||
Title:
Executive Vice
President
|
Exhibit
|
Description
|
|
99.1
|
Subscription
Agreement by and between Central European Media Enterprises Ltd. and TW
Media Holdings LLC, dated as of March 22, 2009
|
|
99.2
|
Form
of Irrevocable Voting Deed and Corporate Representative Appointment by and
among TW Media Holdings LLC, Ronald S. Lauder, RSL Savannah LLC and
Central European Media Holdings Ltd.
|
|
99.3
|
Form
of Investor Rights Agreement by and among TW Media Holdings LLC, Ronald S.
Lauder, RSL Savannah LLC, RSL Investment LLC, RSL Investments Corporation
and Central European Media Holdings Ltd.
|
|
99.4
|
Form
of Registration Rights Agreement by and between Central European Media
Holdings Ltd. and TW Media Holdings LLC
|
|
99.5
|
Indemnity
Agreement by and among Central European Media Enterprises Ltd., Ronald S.
Lauder and RSL Savannah LLC, dated as of March 22, 2009
|
|
99.6
|
Letter
Agreement by and between Ronald S. Lauder and TW Media Holdings LLC, dated
as of March 22, 2009
|
|
99.7
|
Joint
Filing Agreement, by and among Ronald S. Lauder, RSL Investments
Corporation and RSL Investment LLC
|