BERMUDA
|
98-0438382
|
|
(State
or other jurisdiction of incorporation and organization)
|
(IRS
Employer Identification No.)
|
|
Clarendon
House, Church Street, Hamilton
|
HM
11 Bermuda
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer x
|
Accelerated
filer o
|
Non-accelerated
filer o
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Page
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||
PART
III
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Item
10
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2
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||
Item
11
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7
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||
Item
12
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23
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Item
13
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31
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Item
14
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33
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·
|
Attract
and retain executives with the experience and expertise to drive
us to
achieve our stated objectives. This means that we provide competitive
pay
opportunities to executives who are able to deliver competitive
results.
|
·
|
Reward
executives for creating shareholder value. This means that our
long-term
incentive programs are equity-based and that these equity-based
programs
represent a significant percentage of the total compensation opportunity
for our executives.
|
·
|
Provide
a mix of short-term and long-term compensation to achieve a balance
between current income and long-term incentive opportunities that
promote
focus on both annual and multi-year business objectives. The mix
between
short-term and long-term is also designed to reflect the roles
and
responsibilities of the individual. This means that senior executives
have
a higher percentage of their total potential compensation tied
to variable
(versus fixed) pay, and long-term (versus short-term) pay.
|
·
|
Create
a strong culture that rewards results and responsibility. This
means that
incentive plans reward a combination of our overall results through
the
achievement of specific financial goals and individual accountability
and
contributions through the use of specific goals and
objectives.
|
·
|
Is
appropriate in light of our size, strategy and anticipated performance.
This means that while the Compensation Committee considers competitive
practice in its decision-making, it places significant emphasis
on our
specific strategy, financial situation and performance in the ultimate
determination of compensation decisions.
|
·
|
We
reported consolidated revenues of $603.1 million for the year ended
December 31, 2006, a 50% increase over consolidated net revenues
for the
year ended December 31, 2005.
|
·
|
We
reported Segment EBITDA2
of
$218.8 million for the year ended December 31, 2006, a 39% increase
over
Segment EBITDA2
for the year ended December 31,
2005.
|
·
|
The
remarkable results reflect the successful management of the implementation
of a new transparent advertising strategy in the Czech Republic
as well as
continued strong performance of the Romanian and Ukrainian
operations.
|
·
|
We
raised approximately $168 million through the issuance of 2,530
shares of
Class A Common Stock in March 2006.
|
·
|
We
successfully extended our primary broadcast license (for prime
time and
off prime time) in Ukraine for an additional ten
years.
|
·
|
Active
management of investor relations has resulted in us receiving additional
analyst coverage and has contributed to strong growth in our share
price.
|
1
|
This
comparison excludes Mr. Burke, who resigned on October 1, 2006
and as a
consequence was not entitled to participate in our annual discretionary
bonus scheme.
|
2
|
For
a quantitative reconciliation of non-GAAP financial measures to
the most
directly comparable financial measurements in accordance with GAAP,
see
Item 8, Note 19 of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2006.
|
·
|
The
award date of all equity grants shall only occur during a period
when
trading in our shares is permitted in accordance with our Insider
Trading
Policy.
|
·
|
All
grants to Section 16 officers, including grants to new hires, must
be
approved at a meeting of the Compensation Committee, including
telephonic
meetings, and may not occur through action by unanimous written
consent.
|
·
|
The
grant date of any equity awards approved at a meeting of the Compensation
Committee shall be the date of such meeting or, in connection with
an
anticipated hire or an award to be granted in several installments,
a
future date established by the Compensation Committee at such meeting,
subject to employment commencing.
|
·
|
The
exercise price for all option awards shall not be less than our
stock
price on the date of grant.
|
Submitted
by:
|
|
Bruce
Maggin
|
|
Herbert
A. Granath
|
|
Members
of the Compensation Committee
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
awards
($)(2)
|
All
Other Compensation ($)
|
Total
Compensation ($)
|
||||||||||||||
Michael
Garin
Chief
Executive Officer
|
2006
|
625,000
|
1,400,000
|
913,055
|
152,012(3)
|
|
3,090,067
|
||||||||||||
Robert
Burke (1)
Chief
Operating Officer
|
2006
|
248,372
|
-
|
120,041
|
64,482(4)
|
|
432,895
|
||||||||||||
Wallace
Macmillan
Chief
Financial Officer
|
2006
|
436,950
|
297,774
|
188,226
|
3,763(5)
|
|
926,713
|
||||||||||||
Marina
Williams
Executive
Vice President
|
2006
|
402,454
|
1,021,575
|
276,738
|
3,736(5)
|
|
1,704,503
|
||||||||||||
Adrian
Sarbu
Regional
Director
|
2006
|
924,887
|
426,887
|
86,982
|
2,630(5)
|
|
1,441,386
|
(1)
|
Mr.
Burke resigned on October 1, 2006.
|
(2)
|
These
amounts reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006
in
accordance with FAS 123(R) of awards pursuant to the 1995 Plan,
which
includes amounts from awards granted in and prior to 2006. Assumptions
used in the calculation of this amount are included in Item 8,
Note 17 to
our audited financial statements included in our Annual Report
on Form
10-K for the year ended December 31,
2006.
|
(3)
|
Approximately
$24,000 represents life and health insurance benefits paid by us.
As
part of his employment arrangement, Mr. Garin is deemed to be based
in
Westchester County, New York, the United States of America, where
he
maintains a home, and is entitled to reimbursement for expenses
incurred
by him, his travel companion and his family for travel (including
ground
transportation costs), accommodation, meals and related costs while
travelling on personal business. During 2006 such expenses included
approximately $85,000 for travel costs (including ground transportation
costs), approximately $25,000 for meals and approximately $10,000
for
accommodation.
|
(4)
|
Represents
payments for housing allowances stipulated in Mr. Burke’s contract
(approximately $62,000) and life and health insurance benefits
paid by
us.
|
(5)
|
Represents
life and health insurance benefits paid by
us.
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying
Options
|
Exercise
/ Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock and Option Award
($)
(5)
|
|||||
Michael
Garin
|
06/08/2006
|
20,000
(2)
|
56.42
|
664,220
|
||||
07/28/2006
|
80,000
(3)
|
60.64
|
2,093,120
|
|||||
Robert
Burke (1)
|
-
|
-
|
-
|
-
|
||||
Wallace
Macmillan
|
06/08/2006
|
8,000
(2)
|
56.42
|
230,648
|
||||
12/14/2006
|
12,500
(4)
|
72.05
|
438,788
|
|||||
Marina
Williams
|
05/01/2006
|
12,500
(5)
|
64.81
|
415,138
|
||||
Adrian
Sarbu
|
06/08/2006
|
8,000
(2)
|
56.42
|
230,648
|
(1)
|
Mr.
Burke resigned on October, 1 2006.
|
(2)
|
This
grant reflects an annual grant of options made to Named Executive
Officers. The exercise price is equal to the closing price of our
shares
of Class A Common Stock on June 8, 2006, the date such grant was
made.
Such options become exercisable in four equal installments on each
anniversary of the grant and expire on June 7,
2016.
|
(3)
|
Pursuant
to an amendment to Mr. Garin’s employment agreement in 2006, Mr. Garin has
been granted options to purchase 80,000 shares of Class A Common
Stock at
an exercise price of $60.64 per share. The exercise price is equal
to the
closing price of our shares of Class A Common Stock on July 28,
2006, the
date such amendment was entered into. Such options become exercisable
in
three annual installments: as to 32,000 shares on January 31, 2009,
as to
64,000 shares on January 31, 2010 and as to 80,000 shares on January
31,
2011. Such options expire on July 27,
2016.
|
(4)
|
In
connection with an amendment to Mr. Macmillan’s employment agreement in
2006, Mr. Macmillan was granted options to purchase 12,500 shares
of Class
A Common Stock on December 14, 2006 at an exercise price equal
to the
closing price of our shares of Class A Common Stock on that day.
Such
options become exercisable in four equal installments on each anniversary
of the grant and expire on December 13,
2016.
|
(5)
|
In
connection with an amendment to Ms. Williams’ employment agreement in
2006, Ms. Williams was granted options to purchase 12,500 shares
of Class
A Common Stock on May 1, 2006 at an exercise price equal to the
closing
price of our shares of Class A Common Stock on that day. Such options
become exercisable in four equal installments on each anniversary
of the
grant and expire on April 30, 2016. Pursuant to this amendment,
Ms.
Williams is entitled to receive a grant of options to purchase
12,500
shares of Class A Common Stock on April 1 (or the next succeeding
business
day) of each year of the remaining term of her employment agreement
(which
expires on March 31, 2010). The exercise price of such options
will be the
closing price of our shares of Class A Common Stock on the date
of grant
and these options will become exercisable in four equal installments
on
each anniversary of the grant. Accordingly, on April 2, 2007, Ms.
Williams
was awarded options to purchase 12,500 shares of our Class A Common
Stock
at an exercise price of $87.91 per share. Such options become exercisable
in 4 equal annual installments on each of the first four anniversaries
of
the date of grant. Such options expire on April 1,
2017.
|
(6)
|
For
a discussion of the assumptions underlying the valuation of employee
stock
compensation, see Item 8, Note 17 of our Annual Report on Form
10-K for
the year ended December 31,
2006.
|
Option
Awards
|
||||||||||||
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
||||||
|
|
|
|
|
||||||||
Michael
Garin
|
87,500
|
202,500
|
-
|
|
||||||||
|
02/02/2004
|
80,000
|
80,000
(2)
|
-
|
19.49
|
01/31/2014
|
||||||
|
06/02/2005
|
7,500
|
22,500
(2)
|
-
|
44.50
|
06/01/2015
|
||||||
|
06/08/2006
|
-
|
20,000
(2)
|
-
|
56.42
|
06/07/2016
|
||||||
|
07/28/2006
|
-
|
80,000
(3)
|
-
|
60.64
|
07/27/2016
|
||||||
|
|
|
|
|||||||||
Robert
Burke (1)
|
|
178,750
|
11,250
|
|||||||||
|
04/01/2002
|
95,000
|
-
|
-
|
2.14
|
03/31/2012
|
||||||
|
05/29/2003
|
80,000
|
-
|
-
|
10.37
|
05/28/2013
|
||||||
|
06/02/2005
|
3,750
|
11,250
(2)
|
-
|
44.50
|
06/01/2015
|
||||||
|
|
|
|
|||||||||
Wallace
Macmillan
|
|
20,833
|
34,667
|
|||||||||
|
05/29/2003
|
5,000
|
-
|
-
|
10.37
|
05/28/2013
|
||||||
|
05/05/2004
|
13,333
|
6,667
(4)
|
-
|
18.93
|
05/04/2014
|
||||||
|
06/02/2005
|
2,500
|
7,500
(2)
|
-
|
44.50
|
06/01/2015
|
||||||
06/08/2006
|
-
|
8,000
(2)
|
-
|
56.42
|
06/07/2016
|
|||||||
|
12/14/2006
|
-
|
12,500
(2)
|
-
|
72.05
|
12/13/2016
|
||||||
|
|
|
|
|||||||||
Marina Williams |
17,083
|
30,417
|
||||||||||
|
11/22/2004
|
13,333
|
6,667
(4)
|
-
|
32.80
|
11/21/2014
|
||||||
|
06/02/2005
|
3,750
|
11,250
(2)
|
-
|
44.50
|
06/01/2015
|
||||||
|
05/01/2006
|
-
|
12,500
(2)
|
-
|
64.81
|
04/30/2016
|
||||||
|
|
|
|
|||||||||
Adrian
Sarbu
|
|
5,000
|
15,000
|
|||||||||
|
11/18/2004
|
4,000
|
4,000
(2)
|
-
|
32.99
|
11/17/2014
|
||||||
|
12/21/2005
|
1,000
|
3,000
(2)
|
-
|
57.00
|
12/20/2015
|
||||||
|
06/08/2006
|
-
|
8,000
(2)
|
-
|
56.42
|
06/07/2016
|
(1)
|
Mr.
Burke resigned on October 1, 2006.
|
(2)
|
These
options vest in four equal installments on each anniversary of
the date of
grant.
|
(3)
|
Pursuant
to an amendment to Mr. Garin’s employment agreement in 2006, Mr. Garin has
been granted options to acquire 80,000 shares of Class A Common
Stock.
Such options become exercisable in three annual installments: as
to 32,000
shares on January 31, 2009, as to 64,000 shares on January 31,
2010 and as
to 80,000 shares on January 31, 2011.
|
(4)
|
These
options vest in three equal installments on each anniversary of
the date
of grant.
|
Option
Awards
|
||||
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise
($)(3)
|
|||
Michael
Garin
|
-
|
-
|
||
Robert
Burke (1)
|
25,000
|
1,561,800
|
||
Wallace
Macmillan
|
15,000
|
757,275
|
||
Marina
Williams (2)
|
-
|
-
|
||
Adrian
Sarbu
|
-
|
-
|
(1)
|
Mr.
Burke resigned on October 1, 2006. On March 1, 2007, he exercised
his
remaining options to purchase 178,750 shares of Class A Common
Stock.
|
(2)
|
On
March 16, 2007, Ms. Williams exercised an option to purchase 8,500
shares
of Class A Common Stock that were granted on November 22, 2005,
realizing
a gain on exercise of $418,540.
|
(3)
|
The
value realized at exercise represents the difference between the
market
price on the date of exercise and the exercise price of the options
exercised.
|
Name
of Director
|
Fees
Earned or Paid in Cash ($)
|
Option
Awards ($)(3)
|
Total
Compensation ($)
|
Number
of Securities Underlying Options Outstanding(5)
|
||||
Ronald
Lauder
|
-
|
166,429
(4)
|
166,429
|
70,000
|
||||
Herbert
Granath
|
57,500
|
169,305
|
226,805
|
60,000
|
||||
Frank
Ehmer (1)
|
-
|
-
|
-
|
-
|
||||
Charles
Frank
|
62,000
|
114,139
|
176,139
|
36,800
|
||||
Herbert
Kloiber (2)
|
45,833
|
26,306
|
72,139
|
6,000
|
||||
Alfred
Langer
|
62,000
|
155,899
|
217,899
|
54,400
|
||||
Bruce
Maggin
|
55,000
|
119,836
|
174,836
|
44,000
|
||||
Ann
Mather
|
67,000
|
98,534
|
165,534
|
28,000
|
||||
Christian
Stahl (1)
|
-
|
-
|
-
|
-
|
||||
Eric
Zinterhofer
|
-
|
110,318
|
110,318
|
28,000
|
(1)
|
Frank
Ehmer and Christian Stahl were appointed to the Board of Directors
on
September 1, 2006.
|
(2)
|
Herbert
Kloiber was appointed to the Board of Directors on February 1,
2006.
|
(3)
|
These
amounts reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31, 2006
in
accordance with FAS 123(R) of awards pursuant to the 1995 Plan,
which
includes amounts from awards granted in and prior to 2006. Assumptions
used in the calculation of this amount are included in Item 8,
Note 17 of
our Annual Report on Form 10-K for the year ended December 31,
2006.
|
(4)
|
Ronald
Lauder was awarded an option to purchase 6,000 shares of Class
B Common
Stock at the date of the 2006 Annual General Meeting; each of the
remaining directors appointed at the 2006 Annual General Meeting
was
awarded an option to purchase 6,000 shares of Class A Common Stock
as
further described below.
|
(5)
|
Ronald
Lauder has been awarded options to purchase shares of Class B Common
Stock
and all other directors have been awarded options to purchase shares
of
Class A Common Stock.
|
Beneficial
Ownership
|
Beneficial
Ownership
|
Common
Stock
|
||||||||||
of
Class
A Common
Stock(a)
|
of
Class
B Common
Stock
|
%
of
Voting
Power
|
%
Ownership
|
|||||||||
Name
of Beneficial Owner
|
Number
|
Percent
|
Number
|
Percent
|
(b)
|
(b)
|
||||||
Ronald
S. Lauder (1)(13)
|
60,000
|
*
|
6,361,139(31)
|
100%
|
64.82%
|
15.67%
|
||||||
Michael
N. Garin
|
127,500(19)
|
*
|
--
|
--
|
*
|
*
|
||||||
Frank
Ehmer (2)
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Charles
R. Frank, Jr.
|
11,900(20)
|
*
|
--
|
--
|
*
|
*
|
||||||
Herbert
A. Granath
|
38,300(21)
|
*
|
--
|
--
|
*
|
*
|
||||||
Herbert
Kloiber (3)
|
|
*
|
--
|
--
|
*
|
*
|
||||||
Alfred
W. Langer
|
32,700(23)
|
*
|
--
|
--
|
*
|
*
|
||||||
Bruce
Maggin
|
14,300(24)
|
*
|
--
|
--
|
*
|
*
|
||||||
Ann
Mather
|
5,500(25)
|
*
|
--
|
--
|
*
|
*
|
||||||
Christian
Stahl (4)
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||
Eric
Zinterhofer
|
9,500(26)
|
*
|
--
|
--
|
*
|
*
|
||||||
Robert
E. Burke (5)
|
100,000
|
*
|
--
|
--
|
*
|
*
|
||||||
Wallace
Macmillan
|
27,500(27)
|
*
|
--
|
--
|
*
|
*
|
||||||
Adrian
Sarbu (6)
|
5,000(28)
|
*
|
--
|
--
|
*
|
*
|
||||||
Marina
Williams
|
11,708(29)
|
*
|
--
|
--
|
*
|
*
|
||||||
All
directors and executive officers as a group (14 persons)
|
443,908(30)
|
1.27%
|
6,361,139
|
100%
|
65.02%
|
16.49%
|
||||||
Federated
Investors, Inc. (7)(14)
|
3,117,988
|
9.01%
|
--
|
--
|
3.19%
|
7.62%
|
||||||
Eric
Semler (8) (15)
|
2,952,685
|
8.53%
|
--
|
--
|
3.02%
|
7.21%
|
||||||
Apax
Partners Europe Managers Limited (9) (16)
|
60,000
|
*
|
6,312,839
|
100%
|
64.64%
|
15.57%
|
||||||
Apax
Europe VI GP Co. Ltd.(9)(16)
|
60,000
|
*
|
6,312,839
|
100%
|
64.64%
|
15.57%
|
||||||
Testora
Ltd (10)
|
3,500,000
|
10.11%
|
--
|
--
|
3.58%
|
8.55%
|
||||||
Capital
Research and Management Company (11) (17)
|
2,109,820
|
6.09%
|
--
|
--
|
2.16%
|
5.15%
|
||||||
Morgan
Stanley (12) (18)
|
2,089,980
|
6.04%
|
--
|
--
|
2.14%
|
5.11%
|
||||||
Morgan
Stanley Investment Management, Inc. (12) (18)
|
1,784,380
|
5.15%
|
--
|
--
|
1.83%
|
4.36%
|
*
|
Less
than 1.0%
|
(a)
|
Does
not include 6,374,839 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock. Shares of Class B
Common
Stock are convertible at any time into shares of Class A Common
Stock for
no additional consideration on a share-for-share
basis.
|
(b)
|
Represents
the percentage of total voting power and the percentage ownership
of the
Class A Common Stock and the Class B Common Stock currently beneficially
owned by each identified shareholder and all directors and executive
officers as a group. The Class A Common Stock and the Class B Common
Stock
are the only authorized classes of our capital stock with shares
outstanding.
|
(c)
|
None
of the shares of the directors or executive officers are
pledged.
|
(1)
|
The
address of Ronald S. Lauder is Suite 4200, 767 Fifth Avenue, New
York, New
York 10153.
|
(2)
|
Frank
Ehmer was appointed to the Board of Directors on September 1, 2006.
Mr.
Ehmer was a nominee of Apax to the Board of
Directors.
|
(3)
|
Herbert
G. Kloiber was appointed to the Board of Directors on February
1, 2006.
|
(4)
|
Christian
Stahl was appointed to the Board of Directors on September 1, 2006.
Mr.
Stahl was a nominee of Apax to the Board of
Directors.
|
(5)
|
Mr.
Burke’s term as President and Chief Operating Officer ended on October
1,
2006 following his resignation.
|
(6)
|
On
August 1, 2006, Adrian Sarbu was appointed to oversee operations
in the
Czech and Slovak Republics in addition to Romania and is a Named
Executive
Officer.
|
(7)
|
Information
in respect of the beneficial ownership of Federated Investors,
Inc. (other
than percentage ownership) is based upon a statement on Schedule
13G/A
filed on February 13, 2007 jointly by Federated Investors, Inc.,
Voting
Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue. The address of Federated Investors, Inc. Voting
Shares Irrevocable Trust, John F. Donahue, Rhodora J. Donahue and
J.
Christopher Donahue is Federated Investors Tower, Pittsburgh, PA
15222-3779.
|
(8)
|
Information
in respect of the beneficial ownership of Eric Semler (other than
percentage ownership) is based upon a statement on Schedule 13G/A
filed by
him on December 29, 2006. The address of Mr. Semler is 888 Seventh
Avenue,
Suite 1504, New York, New York
10019.
|
(9)
|
Information
in respect of the beneficial ownership of Apax Partners Europe
Managers
Limited and Apax Europe VI GP Co. Limited (other than percentage
ownership) is based upon a statement on Schedule 13D jointly filed
by them
on September 6, 2006. The
address of Apax Partners Europe Managers Limited is 15 Portland
Place,
London, England W1B 1PT, United Kingdom. The address of Apax Europe
VI GP
Co. Limited is 13-15 Victoria Road, St. Peter Port, Guernsey, Channel
Islands GYI 3ZD.
|
(10)
|
Information
in respect of the beneficial ownership of Testora Limited (other
than
percentage ownership) is based upon a statement on Schedule 13G
filed by
it on January 11, 2006. The address of Testora Limited is Grigori
Afxentiou, 8, El.Pa. Livadioti, Flat/Office 401, P.C. 6023, Larnaca,
Cyprus.
|
(11)
|
Information
in respect of the beneficial ownership of Capital Research and
Management
Company (other than percentage ownership) is based upon a statement
on
Schedule 13G filed by it on February 12, 2007. The address of Capital
Research and Management Company is 333 South Hope Street, Los Angeles,
CA
90071.
|
(12)
|
Information
in respect of the beneficial ownership of Morgan Stanley and Morgan
Stanley Investment Management Inc. (other than percentage ownership)
is
based upon a statement on Schedule 13G jointly filed on February
15, 2007.
Morgan Stanley Investment Management Inc. is a wholly-owned subsidiary
of
Morgan Stanley. The address of Morgan Stanley is 1585 Broadway,
New York,
NY 10036. The address of Morgan Stanley Investment Management Inc.
is 1221
Avenue of the Americas, New York, NY
10020.
|
(13)
|
In
a Schedule 13D/A filed by Mr. Lauder on September 8, 2006, Mr.
Lauder
reported that he, RSL Investments Corporation (“RIC”), RSL Investment LLC
(“RIL”) and CME Holdco, L.P. each have joint beneficial ownership with
Apax Partners Europe Managers Limited and Apax Europe VI G.P. Limited
of
6,312,839 shares of Class B Common Stock and 60,000 shares of Class
A
Common Stock. RIC is a holding company for various investments
of Mr.
Lauder. Mr. Lauder is the sole shareholder of RIC. Mr. Lauder is
the sole
Director and Chairman of RIC. RIC is the sole member of RIL. Mr.
Lauder is
President of RIL. RIL is sole general partner of CME Holdco, L.P.
On
August 28, 2006, Mr. Lauder, RIC, RIL and certain others entered
into a
purchase agreement with Adele Guernsey L.P. Pursuant to that agreement,
Mr. Lauder, RSL, RIC, RIL and others contributed all 6,312,839
outstanding
shares of Class B Common Stock and 60,000 shares of Class A Common
Stock
to CME Holdco, acquiring 100% of the partnership interest therein.
Mr.
Lauder and such other persons went on to sell limited partnership
interests to Adele Guernsey L.P, aggregating approximately 49.72%
of the
total partnership interests in CME Holdco. In addition, Mr. Lauder
directly owns currently exercisable options to purchase 48,300
shares of
Class B Common Stock.
|
(14)
|
Federated
Investors, Inc. (“Parent”) is the parent holding company of Federated
Equity Management Company of Pennsylvania and Federated Global
Investment
Management Corp. (the “Investment Advisers”), which act as investment
advisers to registered investment companies and separate accounts
that own
shares of common stock in Central European Media Enterprises Ltd..
All of
the Parent’s outstanding voting stock is held in the Voting Shares
Irrevocable Trust, for which John F. Donahue, Rhodora J. Donahue
and J.
Christopher Donahue act as trustees. The trustees have collective
voting
control over the Parent. According to the Schedule 13G/A filed
on February
13, 2007, each of the Parent and the Trust has sole voting power
and sole
dispositive power over 3,117,988 shares of Class A Common Stock
and each
of the Donahues has shared voting power and shared dispositive
power over
3,117,988 shares of Class A Common
Stock.
|
(15)
|
Mr.
Semler has sole power to vote and to dispose of these shares which
consist
of (i) 1,814,379 shares held for the account of TCS Capital Investments;
(ii) 154,105 shares held for the account of TCS Capital; (iii)
964,401
shares held for the account of TCS Capital II; and (iv) 19,800
shares held
for the account of TCS Select. TCS Capital GP, LLC, a Delaware
limited
liability company (“TCS Capital GP”) acts as general partner to each of
TCS Capital Investments, TCS Capital and TCS Capital II. TCS Select
GP,
LLC (“TCS Select GP”), acts as general partner to TCS Select. Mr. Semler
is manager of TCS Capital GP and TCS Select GP.
|
(16)
|
Apax
Partners Europe Managers Limited (“Apax”), a company organized under the
laws of England, owns all of the issued share capital of APAX WW
Nominees
Limited (“Apax WW Nominees”) and APAX WW No. 2 Nominees Limited (“Apax WW
No. 2 Nominees”). Apax WW Nominees and Apax WW No. 2 Nominees are the
registered owners of 100% of the share capital of Adele (Guernsey)
GP
Limited (“Adele GP”). Apax Europe VI GP Co. Limited, a Guernsey company,
is the general partner of Apax Europe VI GP, L.P. Inc. Apax Europe
VI GP,
L.P. Inc is the general partner of Apax Europe VI-A, L.P. and Apax
Europe
VI-1, L.P (“the Europe VI Funds”). The Europe VI Funds are collectively
the beneficial owner of 100% of Adele GP. Adele GP is the general
partner
of Adele (Guernsey) L.P. In the Schedule 13D filed by Apax on September
6,
2006, Apax and Apax Europe VI GP Co. Limited are reported as having
shared
voting power over 60,000 shares of Class A Common Stock and 6,312,839
shares of Class B Common Stock.
|
(17)
|
In
the Schedule 13G filed on February 12, 2007, Capital Research and
Management Company reported that it is a registered investment
adviser
that does not own any shares in the Company for its own account
but is
deemed to be a beneficial owner as it acts as an investment advisor
to a
group of mutual funds that own our
shares.
|
(18)
|
In
the Schedule 13G filed on February 15, 2007, Morgan Stanley reports
that
it has sole dispositive power over 2,089,980 shares of Class A
Common
Stock and sole voting power over 1,950,380 shares of Class A Common
Stock.
Morgan Stanley Investment Management Inc. reports that it has sole
dispositive and sole voting power over 1,784, 380 shares of Class
A Common
Stock.
|
(19)
|
Consists
of (i) 120,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $19.49 per share and expire on February 1, 2014;
and
(ii) 7,500 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1, 2015.
Does not
include (i) 40,000 shares of Class A Common Stock underlying options
with
an exercise price of $19.49 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on February
1,
2014; (ii) 22,500 shares of Class A Common Stock underlying options
with
an exercise price of $44.50 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
1, 2015;
(iii) 20,000 shares of Class A Common Stock underlying options
with an
exercise price of $56.42 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 7,
2016; and
(iv) 80,000 shares of Class A Common Stock underlying options with
an
exercise price of $60.64 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on July 27,
2016.
|
(20)
|
Consists
of (i) 3,200 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $1.958 per share and expire on May 15, 2012;
(ii) 3,200
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $10.897 per share and expire on May 21, 2013; (iii) 4,000
shares
of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $22.11 per share and expire on June 1, 2014; and (iv)
1,500
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $44.50 per share and expire on June 1, 2015. Does not
include (i)
3,200 shares of Class A Common Stock underlying options with an
exercise
price of $10.897 per share which are not currently exercisable
and will
not become exercisable within 60 days and expire on May 21, 2013;
(ii)
8,000 shares of Class A Common Stock underlying options with an
exercise
price of $22.11 per share which are not currently exercisable and
will not
become exercisable within 60 days and expire on June 1, 2014;
(iii) 4,500 shares of Class A Common Stock underlying options with
an
exercise price of $44.50 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 1,
2015; and
(iv) 6,000 shares of Class A Common Stock underlying options with
an
exercise price of $58.85 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 6,
2016.
|
(21)
|
Consists
of (i) 16,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $1.958 per share and expire on May 15, 2012;
(ii) 12,800
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $10.897 per share and expire on May 21, 2013; (iii) 8,000
shares
of Class A Common Stock underlying options which are currently exercisable,
or will become exercisable within 60 days, at an exercise price
of $22.11
per share and expire on June 1, 2014; and (iv) 1,500 shares of
Class A
Common Stock underlying options which are currently exercisable,
or will
become exercisable within 60 days, at an exercise price of $44.50
per
share and expire on June 1, 2015. Does not include (i) 3,200 shares
of
Class A Common Stock underlying options with an exercise price
of $10.897
per share which are not currently exercisable and will not become
exercisable within 60 days and expire on May 21, 2013; (ii) 8,000
shares
of Class A Common Stock underlying options with an exercise price
of
$22.11 per share which are not currently exercisable and will not
become
exercisable within 60 days and expire on June 2, 2014; (iii) 4,500
shares
of Class A Common Stock underlying options with an exercise price
of
$44.50 per share which are not currently exercisable and will not
become
exercisable within 60 days and expire on June 1, 2015; and (iv)
6,000
shares of Class A Common Stock underlying options with an exercise
price
of $58.85 per share which are not currently exercisable and will
not
become exercisable within 60 days and expire on June 6, 2016.
|
(22)
|
Does
not include 6,000 shares of Class A Common Stock underlying options
with
an exercise price of $58.85 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
6,
2016.
|
(23)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $0.294 per
share and expire on April 18, 2011; (ii) 9,600 shares of Class
A Common
Stock underlying options which are currently exercisable, or will
become
exercisable within 60 days, at an exercise price of $1.958 per
share and
expire on May 15, 2012; (iii) 9,600 shares of Class A Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $10.897 per
share and
expire on May 21, 2013; (iv) 8,000 shares of Class A Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $22.11 per
share and
expire on June 1, 2014; and (v) 1,500 shares of Class A Common
Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $44.50 per
share and
expire on June 1, 2015. Does not include (i) 3,200 shares of Class
A
Common Stock underlying options with an exercise price of $10.897
per
share which are not currently exercisable and will not become exercisable
within 60 days and expire on May 21, 2013; (ii) 8,000 shares of
Class A
Common Stock underlying options with an exercise price of $22.11
per share
which are not currently exercisable and will not become exercisable
within
60 days and expire on June 1, 2014; (iii) 4,500 shares of Class
A Common
Stock underlying options with an exercise price of $44.50 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 1, 2015; and (iv) 6,000 shares of Class
A Common
Stock underlying options with an exercise price of $58.85 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 6, 2016.
|
(24)
|
Consists
of (i) 4,800 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $10.897 per share and expire on May 21, 2013;
(ii) 8,000
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $22.11 per share and expire on June 1, 2014; and (iii)
1,500
shares of Class A Common Stock underlying options which are currently
exercisable, or will become exercisable within 60 days, at an exercise
price of $44.50 per share and expire on June 1, 2015. Does not
include (i)
3,200 shares of Class A Common Stock underlying options with an
exercise
price of $10.897 per share which are not currently exercisable
and will
not become exercisable within 60 days and expire on May 21, 2013;
(ii)
8,000 shares of Class A Common Stock underlying options with an
exercise
price of $22.11 per share which are not currently exercisable and
will not
become exercisable within 60 days and expire on June 1, 2014; (iii)
4,500
shares of Class A Common Stock underlying options with an exercise
price
of $44.50 per share which are not currently exercisable and will
not
become exercisable within 60 days and expire on June 1, 2015; and
(iv)
6,000 shares of Class A Common Stock underlying options with an
exercise
price of $58.85 per share which are not currently exercisable and
will not
become exercisable within 60 days and expire on June 6,
2016.
|
(25)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $22.11 per share and expire on June 1, 2014;
and (ii)
1,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1, 2015.
Does not
include (i) 8,000 shares of Class A Common Stock underlying options
with
an exercise price of $22.11 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
1, 2014;
(ii) 4,500 shares of Class A Common Stock underlying options with
an
exercise price of $44.50 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 1,
2015; and
(iii) 6,000 shares of Class A Common Stock underlying options with
an
exercise price of $58.85 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 6,
2016.
|
(26)
|
Consists
of (i) 8,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $22.11 per share and expire on June 1, 2014;
and (ii)
1,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 6, 2015.
Does not
include (i) 8,000 shares of Class A Common Stock underlying options
with
an exercise price of $22.11 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
1, 2014;
(ii) 4,500 shares of Class A Common Stock underlying options with
an
exercise price of $44.50 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 1,
2015; and
(iii) 6,000 shares of Class A Common Stock underlying options with
an
exercise price of $58.85 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 6,
2016.
|
(27)
|
Consists
of (i) 5,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $10.365 per share and expire on May 21, 2013;
(ii)
20,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $18.93 per share and expire on May 4, 2014; and
(iii)
2,500 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1, 2015.
Does not
include (i) 7,500 shares of Class A Common Stock underlying options
with
an exercise price of $44.50 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
1, 2015;
(ii) 8,000 shares of Class A Common Stock underlying options with
an
exercise price of $56.42 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on June 7,
2016; and
(iii) 12,500 shares of Class A Common Stock underlying options
with an
exercise price of $72.05 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on December
13,
2016.
|
(28)
|
Consists
of (i) 4,000 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $32.99 per share and expire on November 17, 2014;
and
(ii) 1,000 shares of Class A Common Stock underlying options which
are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $57.00 per share and expire on December 20, 2015.
Does
not include (i) 4,000 shares of Class A Common Stock underlying
options
with an exercise price of $32.99 per share which are not currently
exercisable and will not become exercisable within 60 days and
expire on
November 17, 2014; (ii) 3,000 shares of Class A Common Stock underlying
options with an exercise price of $57.00 per share which are not
currently
exercisable and will not become exercisable within 60 days and
expire on
December 20, 2015; and (iii) 8,000 shares of Class A Common Stock
underlying options with an exercise price of $56.42 per share which
are
not currently exercisable and will not become exercisable within
60 days
and expire on June 7, 2016.
|
(29)
|
Consists
of (i) 4,833 shares of Class A Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $32.80 per share and expire on November 21, 2014;
(ii)
3,750 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $44.50 per share and expire on June 1, 2015;
and (iii)
3,125 shares of Class A Common Stock underlying options which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $64.81 per share and expire on April 30, 2016.
Does not
include (i) 6,667 shares of Class A Common Stock underlying options
with
an exercise price of $32.80 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on November
21,
2014; (ii) 11,250 shares of Class A Common Stock underlying options
with
an exercise price of $44.50 per share which are not currently exercisable
and will not become exercisable within 60 days and expire on June
1, 2015;
(iii) 9,375 shares of Class A Common Stock underlying options with
an
exercise price of $64.81 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on April
30, 2016;
and (iv) 12,500 shares of Class A Common Stock underlying options
with an
exercise price of $87.91 per share which are not currently exercisable
and
will not become exercisable within 60 days and expire on April
1,
2017.
|
(30)
|
Consists
of 443,908 shares of Class A Common Stock underlying options which
are
currently exercisable or will become exercisable within 60 days.
Does not
include 367,092 shares of Class A Common Stock underlying options
which
are not currently exercisable and will not become exercisable within
60
days.
|
(31)
|
Consists
of (i) 2,000 shares of Class B Common Stock underlying options
which are
currently exercisable, or will become exercisable within 60 days,
at an
exercise price of $0.26 per share and 8,000 shares of Class B Common
Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days at an exercise price of $0.308 per share
and
expire on May 18, 2011; (ii) 16,000 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $2.0558 per
share and
expire on May 15, 2012; (iii) 12,800 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $11.44 per
share and
expire on May 21, 2013; (iv) 8,000 shares of Class B Common Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $23.22 per
share and
expire on June 1, 2014; and (v) 1,500 shares of Class B Common
Stock
underlying options which are currently exercisable, or will become
exercisable within 60 days, at an exercise price of $46.725 per
share and
expire on June 1, 2015. Does not include (i) 3,200 shares of Class
B
Common Stock underlying options with an exercise price of $11.44
per share
which are not currently exercisable and will not become exercisable
within
60 days, and expire on May 21, 2013; (ii) 8,000 shares of Class
B Common
Stock underlying options with an exercise price of $23.22 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 1, 2014; (iii) 4,500 shares of Class B
Common
Stock underlying options with an exercise price of $46.725 per
share which
are not currently exercisable and will not become exercisable within
60
days and expire on June 1, 2015; and (iv) 6,000 shares of Class
B Common
Stock underlying options with an exercise price of $61.79 per share
which
are not currently exercisable and will not become exercisable within
60
days and expire on June 6, 2016.
|
Equity
Compensation Plan Information
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||
Plan
Category
|
Number
of Securities to be issued upon exercise of outstanding options,
warrants
and rights
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under
equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||
Equity
compensation plans approved by security holders
|
1,288,575(1)
|
|
$35.51
|
1,003,588(2)
|
|
|||||
Equity
compensation plans not approved by security holders
|
0(3)
|
|
--
|
1,000,000
|
||||||
Total
|
1,288,575
|
$35.51
|
2,003,588
|
(1)
|
This
number consists of options outstanding at December 31, 2006 under
the 1995
Plan.
|
(2)
|
This
number includes the aggregate number of shares of Common Stock
that
remains available for future issuance, at December 31, 2006 under
the
Company’s shareholder approved equity compensation plans, consisting of
1,003,588 shares available under the 1995 Plan.
|
(3)
|
The
Company’s 1998 Stock Appreciation Rights Plan allows the Company to grant
up to 1,000,000 SARs. The SARs are subject to substantially the
same
general conditions as apply to options granted under the 1995 Plan.
When
SARs are exercised, the grantee will receive in cash the amount
by which
the Company’s stock price exceeds a base price fixed by the Compensation
Committee at the time of grant. There were no SARs outstanding
at December
31, 2006.
|
Exhibit
Number
|
Description
|
|
Sarbanes-Oxley
Certification s.302 CEO, dated April 30, 2007
|
||
Sarbanes-Oxley
Certification s.302 CFO, dated April 30, 2007
|
||
Sarbanes-Oxley
Certification - CEO and CFO, dated April 30, 2007 (furnished
only)
|
|
Central
European Media Enterprises Ltd.
|
|
By:
/s/ Wallace Macmillan
|
Wallace
Macmillan
|
|
Chief
Financial Officer
|
|
(Principal
Financial Officer and Accounting Officer)
|
|
|
April
30, 2007
|