UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
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)
December 31, 2004
(Date of Event which
Requires Filing
of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
|
[ ] |
Rule 13d-1(b) |
|
[X] |
Rule 13d-1(c) |
|
[ ] |
Rule 13d-1(d) |
*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).
Continued on following
pages
Page 1 of 6 Pages
SCHEDULE 13G
| CUSIP No. G20045103
|
|
Page 2 of 6 Pages
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| 1
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
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| 2
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Check the Appropriate Box If a Member of a Group (See Instructions)
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| 4
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Citizenship or Place of
Organization
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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5
6
7
8
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Sole Voting Power
1,460,864
Shared Voting Power
0
Sole Dispositive Power
1,460,864
Shared Dispositive Power
0
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|
|
| 9
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Aggregate Amount
Beneficially Owned by Each Reporting Person
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| 10
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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| 11
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Percent of Class Represented By Amount in Row (9)
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| 12
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Type of Reporting
Person (See Instructions)
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Page 3 of 6 Pages
| Item 1(a)
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Name of Issuer:
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Central European Media Enterprises Ltd. (the “Issuer”) |
| Item 1(b)
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Address of the
Issuer’s Principal Executive Offices:
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Clarendon House, Church Street, Hamilton, HM CX Bermuda |
| Item 2(a)
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Name of Person Filing:
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The Statement is filed on behalf of Mr. Eric Semler (“Mr. Semler” and/or the “Reporting Person”).
This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital International, Ltd., a
Cayman Islands corporation (“TCS Capital International”), TCS Capital, LP, a Delaware limited partnership
(“TCS Capital”), and TCS Capital II, LP, a Delaware limited partnership (“TCS Capital II”).
TCS Capital Management, LLC, a Delaware limited liability company (“TCS Capital Management”), is the investment
manager of each of TCS Capital International, TCS Capital and TCS Capital II. In his capacity as the managing
member of TCS Capital Management, Mr. Semler may be deemed to have investment discretion over, and may be deemed
to be the beneficial owner of, securities held for the accounts of TCS Capital International, TCS Capital and TCS
Capital II.
| Item 2(b)
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Address of
Principal Business Office or, if None, Residence:
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The address of the principal business office of the Reporting Person is 888 Seventh Avenue, Suite 1504, New York, NY 10019.
Mr. Semler is a citizen of the United States.
| Item 2(d)
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Title of Class
of Securities:
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Class A Common
Stock, par value $.08 per share (the “Shares”) |
| Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
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This Item 3 is not applicable. |
Page 4 of 6 Pages
| Item 4(a)
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Amount
Beneficially Owned:
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As of December 31, 2004, Mr. Semler may be deemed to be the beneficial owner of 1,460,864 Shares. This number
consists of (A) 977,608 Shares held for the account of TCS Capital International, (B) 84,604 Shares held for the
account of TCS Capital, and (C) 398,652 Shares held for the account of TCS Capital II.
| Item 4(b)
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Percent of
Class:
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According to the Issuer’s most recent Quarterly Report on Form 10-Q, there were 21,024,300 Shares outstanding as
of October 29, 2004. The 1,460,864 Shares of which Mr. Semler may be deemed to be the beneficial owner
constitute approximately 6.95% of the total number of outstanding Shares.
| Item 4(c)
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Number of
shares as to which such person has:
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Mr. Semler |
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(i) Sole power to vote or direct the vote: |
1,460,864 |
|
(ii) Shared power to vote or to direct the vote |
0 |
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(iii) Sole power to dispose or to direct the disposition of |
1,460,864 |
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(iv) Shared power to dispose or to direct the disposition of |
0 |
| Item 5.
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Ownership of
Five Percent or Less of a Class:
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This Item 5 is not applicable. |
| Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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This Item 6 is not applicable. |
| Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person: |
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This Item 7 is not applicable. |
| Item 8.
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Identification
and Classification of Members of the Group: |
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This Item 8 is not applicable. |
| Item 9.
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Notice of
Dissolution of Group: |
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This Item 9 is not applicable. |
Page 5 of 6 Pages
By signing below the Reporting Person certifies that, to the best of such person’s knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purpose or effect.
Page 6 of 6 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: February 14, 2005
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|
ERIC SEMLER
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/s/ Eric Semler
|