form424b7.htm
Filed
Pursuant to Rule 424(b)(7)
Registration
No. 333- 151811
PROSPECTUS
SUPPLEMENT NO. 4
To
prospectus dated June 20, 2008
Class
A Common Stock
This
prospectus supplement no. 4, which supplements the prospectus dated and filed on
June 20, 2008, prospectus supplement no. 1 dated and filed on July 11, 2008,
prospectus supplement no. 2 dated and filed on August 7, 2008 and prospectus
supplement no. 3 dated and filed on September 5, 2008, relates to the resale
from time to time by selling shareholders of shares of our Class A common stock
that we may issue to them upon the conversion of our 3.50% Senior Convertible
Notes due 2013, or the “notes”.
You
should read this prospectus supplement in conjunction with the related
prospectus, and related prospectus supplements nos. 1, 2 and 3. This prospectus
supplement is not complete without, and may not be delivered or used except in
conjunction with, the prospectus, including any amendments or supplements to the
prospectus. This prospectus supplement is qualified by reference to the
prospectus, and prospectus supplements nos. 1, 2 and 3, except to the extent
that the information provided by this prospectus supplement supersedes or supplements information contained in the
prospectus or in prospectus supplements nos. 1, 2 or 3.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date
of this prospectus supplement is October 7, 2008.
SELLING
SHAREHOLDERS
The table
of selling shareholders appearing under the caption “Selling Shareholders” beginning on page 5 of the prospectus dated June
20, 2008, and the table of selling shareholders appearing
under the caption “Selling Shareholders” in
prospectus supplements nos. 1, 2 and 3 are
hereby supplemented and amended by adding to them the
information regarding certain selling shareholders set forth below. Where
the name of a selling shareholder identified in the table below also appears in
the table in the prospectus, or in the table in prospectus supplements nos. 1, 2
or 3, the information set forth below regarding such selling shareholder
supersedes and replaces the information in the prospectus, and in prospectus
supplements nos. 1, 2 and 3.
The
information set forth below is based on information provided by or on behalf of
the selling shareholders to us in a selling shareholder questionnaire and is as
of the date specified by the selling shareholders in such
questionnaires. The selling shareholders identified below, in the
prospectus dated June 20, 2008, or prospectus supplements nos. 1, 2 or 3
may have sold, transferred or otherwise disposed of all or a portion of their
notes or the shares of Class A common stock issuable upon conversion of the
notes since the date on which they provided the information.
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|
Number
of Shares Beneficially Owned Prior to Offering(2)
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|
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Number
of
Shares
of Common Stock That May Be Sold Pursuant to this
Prospectus(2)
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Number
of Shares Beneficially Owned After Offering
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|
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Percentage
of
Outstanding
Class A Common Stock Beneficially Owned After
Offering(3)
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Calamos
Evolving World Growth Fund - Calamos Investment Trust(4)
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1,190
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|
|
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1,190
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|
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-
|
|
|
*
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Lazard
Asset Management(5)
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|
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47,619
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|
|
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47,619
|
|
|
-
|
|
|
*
|
|
Sage
Capital Management, LLC(6)
|
|
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19,047
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|
|
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19,047
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|
|
-
|
|
|
*
|
|
UBS
O’Connor LLC FBO O’Connor Global Convertible Arbitrage Master
Ltd.(7)
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|
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105,952
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|
|
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105,952
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|
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-
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|
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*
|
|
UBS
O’Connor LLC FBO O’Connor Global Convertible Arbitrage II Master
Ltd.(7)
|
|
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13,095
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|
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13,095
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|
|
-
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|
|
*
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Wachovia
Securities International LTD(8)
|
|
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47,619
|
|
|
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47,619
|
|
|
-
|
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*
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(1)
Information regarding the selling shareholders may change from time to time. Any
such changed information will be set forth in supplements to this prospectus if
legally required.
(2)
Assumes for each $1,000 in principal amount of notes a maximum of 9.5238 shares
of Class A common stock will be received upon conversion. This
conversion rate is subject to adjustment as described in the Indenture among us,
Central European Media Enterprises N.V., CME Media Enterprises B.V. and The Bank
of New York, dated March 10, 2008, a copy of which is filed as an exhibit to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, incorporated
herein by reference. As a result, the number of shares of Class
A common stock issuable upon conversion of the notes may increase or decrease in
the future. We will not issue
fractional shares of our Class A common stock
upon conversion of the notes. Instead, we will pay cash in lieu of fractional
shares based on the volume weighted average price per share of
our Class A common stock on the final settlement period trading day of the
applicable conversion period (or in the
case of
settlement in shares of Class A common stock only, the conversion period that
would be applicable if settlement were in cash and, if applicable, shares of our
Class A common stock).
(3)
Calculated based on 36,024,273 shares of Class A common stock outstanding as of
October 3, 2008. In calculating this amount for each holder, we
treated as outstanding the number of shares of Class A common stock issuable
upon conversion of all of that holder’s notes, but we did not assume conversion
of any other holder’s notes. The beneficial ownership in this column assumes
that the selling stockholder sells all of the shares offered by this prospectus
issuable upon the conversion of the notes that are beneficially owned by the
selling stockholder as of the date of this prospectus.
(4)
Nick Calamos, Calamos Advisors LLC has voting and dispositive power over
the shares offered by the selling shareholder.
(5) The
selling shareholder is an affiliate of Lazard Asset Management Securities, a
registered broker-dealer. The selling shareholder has certified that
it acquired the notes in the ordinary course of business and that at the time of
the purchase of the notes, it did not have any agreements or understandings,
directly or indirectly, with any person to distribute the
notes. The selling shareholder is a subsidiary of Lazard Group
LLC and an indirect subsidiary of Lazard Ltd. Each of Lazard Group LLC and
Lazard Ltd. is required to file periodic and other reports with the Securities
and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended.
(6) Peter
deLisser, the managing member of the selling shareholder, has voting and
dispositive power over the shares offered by the selling
shareholder.
(7) The
selling shareholder is a fund which cedes investment control to UBS O’Connor
LLC. UBS O’Connor LLC makes all of the investment and voting decisions. UBS
O’Connor LLC is a wholly-owned subsidiary of UBS AG, which is listed on The New
York Stock Exchange.
(8) The
selling shareholder is a registered broker-dealer and Wachovia Capital Markets
LLC and the selling shareholder are affiliates of Wachovia Corp. which is
required to file periodic and other reports with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended. The selling shareholder has certified that it
acquired the notes in the ordinary course of business and that at the time of
the purchase of the notes, it did not have any agreements or understandings,
directly or indirectly, with any person to distribute the notes.