UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
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(Name of Issuer)
Class A Common Stock, Par Value $.08 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)
May 22, 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 pages
Page 1 of 6 Pages
SCHEDULE 13D
CUSIP No. G20045103 Page 2 of 6 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 378,102
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 378,102
With 10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
378,102
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
16.34%
14 Type of Reporting Person (See Instructions)
CO
SCHEDULE 13D
CUSIP No. G20045103 Page 3 of 6 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 378,102
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 378,102
With 10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
378,102
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
16.34%
14 Type of Reporting Person (See Instructions)
IN
Page 4 of 6 Pages
This Amendment No. 5 on Schedule 13D relates to shares of Class A Common
Stock, $.08 par value per share (the "Shares"), of Central European Media
Enterprises Ltd. (the "Issuer"). This Amendment No. 5 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. 5 is being filed by the Reporting
Persons to report 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 number of 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.
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 378,102 Shares held for the account of EL (approximately 16.34% 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 378,102 Shares held for the account of
EL.
(c) Except for the transactions set forth in Annex A hereto, which were
effected in the open market, there have been no transactions effected with
respect to the Shares since April 22, 2002 (the date of the last filing on
Schedule 13D) 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) Not applicable.
Page 5 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: June 7, 2002 ELEMENTAL LIMITED
By:/s/ David Shortt
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David Shortt
Director
Date: June 7, 2002 VLADIMIR A. GOUSSINSKY
By: /s/ Vladimir A. Goussinsky
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Page 6 of 6 Pages
ANNEX A
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 5/16/02 SALE 200 $16.00
5/17/02 SALE 10,000 $15.25
5/20/02 SALE 1,800 $15.50
5/22/02 SALE 28,000 $15.50
5/22/02 SALE 17,000 $14.00
5/22/02 SALE 10,000 $15.00
5/22/02 SALE 3,000 $15.50
5/23/02 SALE 2,500 $16.00
5/28/02 SALE 1,000 $16.00
5/28/02 SALE 500 $16.00
5/30/02 SALE 1,000 $16.00
5/31/02 SALE 1,000 $16.00
6/6/02 SALE 10,000 $15.50