UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
G20045103
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(CUSIP Number)
Patrick J. Dooley, Esq.
Melissa J. Schwartz, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, NY 10022
(212) 872-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 8, 2002
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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. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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
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).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 9
SCHEDULE 13D
CUSIP No. G20045103 Page 2 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ELEMENTAL LIMITED
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)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Gibraltar
Number of 7 Sole Voting Power
Shares 464,102
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 464,102
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
464,102
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
20.05%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. G20045103 Page 3 of 10 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
VLADIMIR A. GOUSSINSKY
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)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Russia; Israel
Number of 7 Sole Voting Power
Shares 464,102
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 464,102
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
464,102
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
20.05%
14 Type of Reporting Person (See Instructions)
IN
Page 4 of 10 Pages
This Amendment No. 4 on Schedule 13D relates to shares of Class A
Common Stock, $.01 par value per share (the "Shares"), of Central European Media
Enterprises Ltd. (the "Issuer"). This Amendment No. 4 supplementally amends the
initial statement on Schedule 13D, dated September 23, 1999, and all amendments
thereto (collectively, the "Initial Statement"), filed by the Reporting Persons
(as defined herein). This Amendment No. 4 is being filed by the Reporting
Persons to report, among other things, that, as a result of recent dispositions
of Shares, the number of Shares of which the Reporting Persons may be deemed to
be the beneficial owners has decreased by more than one percent of the total
outstanding Shares of the Issuer. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Initial Statement. The Initial
Statement is supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Elemental Limited ("EL") and
(ii) Mr. Vladimir A. Goussinsky ("Mr. Goussinsky").
This Statement relates to Shares held for the account of EL.
The Reporting Persons
EL is a Gibraltar limited company with its principal address at 57/63
Line Wall Road, Gibraltar. The principal business of EL is to function as a
holding company. Current information concerning the identity and background of
the directors and officers of EL is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
The sole shareholder of EL is Toro Investments Limited, a Gibraltar
limited company ("Parent"). Parent's principal address is 57/63 Line Wall Road,
Gibraltar, and its principal business is to function as a holding company. The
registered shareholder of Parent is Line Nominees Limited ("Line"), which holds
of record, as nominee for Mr. Goussinsky, all of the issued and outstanding
ordinary shares of Parent, all of which are beneficially owned by Mr.
Goussinsky. Line is a Gibraltar limited company with its principal address at
57/63 Line Wall Road, Gibraltar. The principal business of Line is to provide
corporate management services. Current information concerning the identity and
background of the directors and officers of Parent is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.
Mr. Goussinsky is a citizen of Russia and Israel. The principal
business address of Mr. Goussinsky is c/o Elemental Limited, 57/63 Line Wall
Road, Gibraltar, and his principal occupation is serving as Chairman of Media
Most International. By virtue of a power granted by EL giving Mr. Goussinsky the
right to make investment decisions in the Shares of the Issuer, Mr. Goussinsky
may be deemed to be the beneficial owner of the Shares held for the account of
EL. In addition, as a result of his indirect beneficial ownership of Parent, Mr.
Goussinsky could be deemed to be the beneficial owner of the Shares held for the
account of EL.
The information set forth in Item 5(e) hereof is hereby incorporated by
reference into this Item 2.
During the past five years, none of the Reporting Persons and, to the best of
the Reporting Persons' knowledge, no other person identified in response to this
Item 2 has been (a) convicted in a
Page 5 of 10 Pages
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) Each of EL and Mr. Goussinsky may be deemed to be the beneficial
owner of the 464,102 Shares held for the account of EL (approximately 20.05% of
the total number of Shares outstanding).
(b) Each of EL and Mr. Goussinsky may be deemed to have sole power to
direct the voting and disposition of the 464,102 Shares held for the account of
EL.
(c) Except for the transactions set forth in Annex B hereto, which were
effected in the open market, there have been no transactions effected with
respect to the Shares since February 21, 2002 (60 days prior to the date hereof)
by any of the Reporting Persons.
(d) The shareholder of EL has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities held for the account of EL in accordance with its ownership interest
in EL.
(e) Each of Media Most Limited, Media Most B.V., ZAO Media Most and Dr.
Andrei V. Tsimailo have no beneficial interest in the Shares and have ceased to
be Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions and may
purchase securities for the purpose of closing out short positions in such
securities.
Except as set forth above or in Item 2 hereof, the Reporting Persons do
not have any contracts, arrangements, understandings or relationships with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 6 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: April 22, 2002 ELEMENTAL LIMITED
By: /s/ David Shortt
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David Shortt
Director
Date: April 22, 2002 VLADIMIR A. GOUSSINSKY
By: /s/ Vladimir A. Goussinsky
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Page 7 of 10 Pages
ANNEX A
DIRECTORS AND OFFICERS OF EACH OF
ELEMENTAL LIMITED AND TORO INVESTMENTS LIMITED
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
David Shortt Corporate Services 57/63 Line Wall Road
Director Gibraltar
(United Kingdom)
Line Secretaries Limited Corporate Management Services 57/63 Line Wall Road
Secretary Gibraltar
(Gibraltar)
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons have any contracts,
arrangements, understandings or relationships with respect to the Shares.
Page 8 of 10 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
CENTRAL EUROPEAN MEDIA HOLDINGS LTD.
Date of Nature of Number of
For the account of Transaction Transaction Securities Price
------------------ ----------- ----------- ---------- -----
Elemental Limited 2/28/02 SALE 2,000 $18.80
3/5/02 SALE 1,500 $18.80
3/20/02 SALE 3,000 $18.80
3/20/02 SALE 3,000 $18.80
3/21/02 SALE 1,000 $18.80
3/22/02 SALE 8,600 $18.80
3/22/02 SALE 8,000 $18.90
3/26/02 SALE 1,200 $18.60
3/26/02 SALE 1,000 $18.50
3/26/02 SALE 1,000 $18.40
3/26/02 SALE 1,000 $18.30
3/26/02 SALE 800 $18.10
4/8/02 SALE 500 $19.50
4/8/02 SALE 500 $19.50
4/8/02 SALE 1,000 $19.50
4/8/02 SALE 1,000 $19.50
4/8/02 SALE 1,000 $19.50
4/8/02 SALE 1,000 $19.55
4/8/02 SALE 1,000 $19.60
4/8/02 SALE 1,000 $19.65
4/8/02 SALE 1,500 $19.55
4/8/02 SALE 1,500 $19.60
4/8/02 SALE 2,000 $19.65
Page 9 of 10 Pages
EXHIBIT INDEX
Page No.
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B. Joint Filing Agreement, dated as of April 22, 2002, by and
between Elemental Limited and Mr. Vladimir A.
Goussinsky................................................... 10
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Class A Common Stock of Central European Media Holdings Ltd.,
dated as of April 22, 2002, is, and any amendments thereto (including amendments
on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Date: April 22, 2002 ELEMENTAL LIMITED
By:/s/ David Shortt
----------------------------------
David Shortt
Director
Date: April 22, 2002 VLADIMIR A. GOUSSINSKY
/s/ Vladimir A. Goussinsky
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