o | Preliminary Proxy Statement | o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
x | Definitive Proxy Statement | |||||
o | Definitive Additional Materials | |||||
o | Soliciting Material Pursuant to Rule 14a-11(c)or Rule 14a-12 |
By order of the Board of Directors, Andrea Kozma Secretary |
1 | ||
Beneficial Ownership of |
| Beneficial Ownership of | Common Stock | |||||||||||||||||||||||
Class A Common |
| Class B Common | ||||||||||||||||||||||||
Stock(a) | Stock | % of | % | |||||||||||||||||||||||
Voting Power |
| Ownership | ||||||||||||||||||||||||
Name of Beneficial Owner | Number |
| Percent |
| Number |
| Percent |
| (b) | (b) | ||||||||||||||||
Ronald S. Lauder (1)(7) | 268,004 | (12) | 1.3 | % | 6,728,672 | (21) | 90.3 | % | 71.2 | % | 25.1 | % | ||||||||||||||
Michael N. Garin | -- | (13) | -- | -- | -- | -- | -- | |||||||||||||||||||
Charles R. Frank, Jr. | 9,600 | (14) | * | -- | -- | * | * | |||||||||||||||||||
Herbert A. Granath | 9,600 | (14) | * | -- | -- | * | * | |||||||||||||||||||
Frederic T. Klinkhammer(2) | 1,199,300 | (15) | 5.6 | -- | -- | 1.3 | 4.2 | |||||||||||||||||||
Alfred W. Langer | 15,600 | (16) | * | -- | -- | * | * | |||||||||||||||||||
Bruce Maggin | 3,200 | (17) | * | -- | -- | * | * | |||||||||||||||||||
Ann Mather | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||
Eric Zinterhofer | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||
Robert E. Burke | 106,666 | (18) | * | -- | -- | * | * | |||||||||||||||||||
Wallace Macmillan | 6,666 | (19) | * | -- | -- | * | * | |||||||||||||||||||
Mark Wyllie | 82,934 | (22) | * | -- | -- | * | * | |||||||||||||||||||
All directors and executive officersas a group (12 persons) | 1,701,570 | (20) | 7.9 | 6,728,672 | (21) | 90.3 | 71.8 | 29.1 | ||||||||||||||||||
Mark A. Riely (3)(8) | 1,855,730 | 9.1 | -- | -- | 2.0 | 6.7 | ||||||||||||||||||||
Stephen L. Farley (4)(9) | 1,721,144 | 8.5 | -- | -- | 1.8 | 6.2 | ||||||||||||||||||||
Leonard A. Lauder (5)(10) | -- | -- | 1,368,552 | 18.7 | 14.6 | 4.9 | ||||||||||||||||||||
Federated Investors, Inc. (6)(11) | 2,709,188 | 13.3 | -- | -- | 2.9 | 9.8 |
(1) | The address of the shareholder indicated is Suite 4200, 767 Fifth Avenue, New York, New York 10153. |
2 | ||
(2) | The address of the shareholder indicated is Overlook 1, Palmetto Gardens, 3 Palmetto Court, Smiths Bermuda FL 07. |
(3) | Information in respect of the beneficial ownership of Mark A. Riely (other than percentage ownership) is based upon a statement on Schedule 13G/A filed on December 12, 2003 jointly by Mr. Riely, Curtis Alexander and Media Group Investors L.P. The address of Mr. Riely is 122 East 55th Street, New York, New York 10022. The address of Mr. Alexander is 365 Boston Post Road, Suite 210, Sudbury, Massachusetts 01776. The address of Media Group Investors L.P. is 122 East 55th Street, New York, New York 10022. |
(4) | Information in respect of the beneficial ownership of Stephen L. Farley (other than percentage ownership) is based upon a statement on Schedule 13G/A filed on February 17, 2004 jointly by Mr. Farley, Farley Associates L.P. and Labrador Partners L.P. The address of Mr. Farley, Farley Associates L.P. and Labrador Partners L.P. is 780 Third Avenue, Suite 3801, New York, New York 10017. |
(5) | Information in respect of the beneficial ownership of Leonard A. Lauder (other than percentage ownership) is based upon a statement on Schedule 13D filed by him. The address of Mr. Leonard Lauder is c/o The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. |
(6) | Information in respect of the beneficial ownership of Federated Investors, Inc. (other than percentage ownership) is based upon a statement on Schedule 13G filed on February 13, 2004 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, Pennsylvania 15222-3779. |
(7) | 120,034 of the shares of Class B Common Stock listed are owned directly by Ronald S. Lauder, 3,385,417 of the shares of Class B Common Stock are owned by RSL Investments Corporation, 1,672,500 of the shares of Class B Common Stock are owned by RSL Capital LLC and 577,788 of the shares of Class B Common Stock are owned by Duna Investments, Inc., all of which are owned by Mr. Lauder. 210,461 of the shares of Class B Common Stock are held by RAJ Family Partners L.P., which Mr. Lauder may be deemed to beneficially own, and 646,895 of the shares of Class B Common Stock are held by EL/RSLG Media, Inc., of which 50% of the common stock outstanding is beneficially owned by the 1995 Estée Lauder RSL Trust and beneficially owned by Mr. Lauder. |
(8) | 1,037,400 of these shares are owned directly by Mark A. Riely (“Riely”), 34,000 of these shares are owned by an IRA F/B/O Riely and 12,000 of these shares are owned by a SEP IRA F/B/O Riely. In addition, Riely has shared power to vote and dispose of 675,094 shares owned by Media Group Investors, L.P. which has a sole general partner, Media Group Management, Inc., of which Riely is a 75% shareholder and 97,236 shares owned by Media Group Investments, Ltd., which has as its investment advisor Vercingetorix Corp., of which Riely is a 50% shareholder. |
(9) | Mr. Farley has shared power to vote and dispose of these shares, which consists of (i) 1,642,000 shares reported as being beneficially owned by Labrador Partners L.P. and Farley Associates L.P. and (ii) 79,144 shares reported as being beneficially owned by Farley Capital L.P. Mr. Farley is the managing general partner of Labrador Partners L.P. and the general partner of Farley Associates L.P. and Farley Capital L.P. |
(10) | 285,239 of the shares of Class B Common Stock listed are owned directly by Leonard A. Lauder, 646,895 of the shares of Class B Common Stock are held by EL/RSLG Media, Inc., of which 50% of the common stock outstanding is beneficially owned by the 1995 Estée Lauder LAL Trust, of which Leonard A. Lauder is a co-trustee and beneficiary and 436,434 of the shares of Class B Common Stock are held by LWG Family Partners L.P., a partnership whose managing partner is a corporation which is one-third owned by Mr. Lauder. |
(11) | Federated Investors, Inc. (“Parent”) is the parent holding company of Federated Investment Management Company, Federated Investment Counseling and Federated Global Investment Management Corp. (the “Investment Advisors”), which act as investment advisors to registered investment companies and separate accounts that own shares of common stock of Dyax, Corp. The Investment Advisors are wholly owned subsidiaries of FII Holdings, Inc., which is a wholly owned subsidiary of Parent. All of the Parent’s outstanding |
3 | ||
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 and shared voting power over the shares listed. | |
(12) | Includes (i) 10,000 shares of Class A Common Stock underlying options which are currently exercisable at $23.00 per share and which expire on August 1, 2007; and (ii) 10,000 shares of Class A Common Stock underlying options which are currently exercisable at an initial exercise price of $22.325 per share, which exercise price has increased and will continue to increase on the first day of each calendar quarter by one-quarter of 5.57% and which expire on June 8, 2008. |
(13) | Mr. Garin has been granted options to purchase 160,000 shares of Class A Common Stock with an exercise price of $19.49 per share. His options are not currently exercisable, will not become exercisable within 60 days and expire on February 1, 2014. |
(14) | Consists of (i) 6,400 shares of Class A Common Stock underlying options which are currently exercisable, or will become exercisable within 60 days, at a price of $1.958 per share and which expire on May 15, 2012; and (ii) 3,200 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.897 per share and which expire on May 21, 2013. Does not include (i) 9,600 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $1.958 per share and which expire on May 15, 2012; and (ii) 12,800 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $10.897 per share and which expire on May 21, 2013. |
(15) | Includes (i) 756,000 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price per share of $1.484 and which expire on March 8, 2007; (ii) 96,000 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price per share of $0.15625 and which expire on March 31, 2011; (iii) 138,666 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price per share of $2.1375 and which expire on March 31, 2012; and (iv) 13,334 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.365 per share and which expire on May 28, 2013. Does not include (i) 69,334 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exerc ise price of $2.1375 per share and which and which expire on March 31, 2012; and (ii) 26,666 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $10.365 per share and which expire on May 28, 2013. |
(16) | Consists of (i) 2,000 shares of Class A Common Stock underlying options which are currently exercisable at a price of $0.2475 per share and which expire on May 18, 2011; (ii) 4,000 shares of Class A Common Stock underlying options which are currently exercisable, or will become exercisable within 60 days, at a price of $0.294 per share and which expire on May 18, 2011; (iii) 6,400 shares of Class A Common Stock underlying options which are currently exercisable, or will become exercisable within 60 days, at a price of $1.958 per share and which expire on May 15, 2012; and (iv) 3,200 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.897 per share and which expire on May 21, 2013. Does not include (i) 4,000 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exer cisable within 60 days, but which have an exercise price of $0.294 per share and which expire on May 18, 2011; (ii) 9,600 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $1.958 per share and which expire on May 15, 2012; and (iii) 12,800 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $10.897 per share and which expire on May 21, 2013. |
(17) | Consists of 3,200 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.897 per share and which expire on May 21, 2013. Does not include 12,800 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become |
4 | ||
exercisable within 60 days, but which have an exercise price of $10.897 per share and which expire on May 21, 2013. | |
(18) | Consists of (i) 80,000 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price of $2.1375 per share and which expire on March 31, 2012; and (ii) 26,666 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.365 per share and which expire on May 28, 2013. Does not include (i) 40,000 shares of Class A Common Stock underlying options with an exercise price of $2.1375 per share which are not currently exercisable and which will not become exercisable within 60 days and which will expire on March 31, 2012; and (ii) 53,333 shares of Class A Common Stock underlying options with an exercise price of $10.365 per share which are not currently exercisable and which will not become exercisable within 60 days and which expire on May 28, 2013. |
(19) | Consists of 6,666 shares of Class A Common Stock underlying options which will become exercisable within 60 days, at a price of $10.365 per share and which expire on May 28, 2013. Does not include 13,333 shares of Class A Common Stock underlying options with an exercise price of $10.365 per share which are not currently exercisable and which will not become exercisable within 60 days and which expire on May 28, 2013. |
(20) | Includes 1,175,338 shares of Class A Common Stock underlying options which are currently exercisable or which will become exercisable within 60 days. Does not include 446,666 shares of Class A Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days. |
(21) | Includes (i) 100,000 shares of Class B Common Stock underlying options which are currently exercisable at an exercise price of $23.925 per share and which expire on August 1, 2007; (ii) 6,000 shares of Class B Common Stock underlying options which are currently exercisable, or which will become exercisable within 60 days, at a price of $0.2625 per share and which expire on May 18, 2011; (iii) 6,400 shares of Class B Common Stock underlying options which are currently exercisable, or which will become exercisable within 60 days, at a price of $2.0558 per share and which will expire on May 15, 2012; and (iv) 3,200 shares of Class B Common Stock underlying options which will become exercisable within 60 days, at a price of $11.4419 per share and which expire on May 21, 2013. Does not include (i) 4,000 shares of Class B Common Stock underlying options, which are not currently exercisabl e and which will not become exercisable within 60 days, but which have an exercise price of $0.2625 per share and which expire on May 18, 2011; (ii) 9,600 shares of Class B Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $2.0558 per share and which expire on May 15, 2012; and (iii) 12,800 shares of Class B Common Stock underlying options which are not currently exercisable and which will not become exercisable within 60 days, but which have an exercise price of $11.4419 per share and which expire on May 21, 2013. |
(22) | Includes (i) 26,668 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price per share of $0.15625 and which expire on March 31, 2011; and (ii) 5,333 shares of Class A Common Stock underlying options which are currently exercisable at an exercise price per share of $2.1375 and which expire on March 31, 2012. Does not include 5,334 shares of Class A Common Stock underlying options with an exercise price per share of $2.1375 which are not currently exercisable and which will not become exercisable within 60 days and which expire on March 31, 2012. |
5 | ||
Name of Nominee | Principal Occupation | Age | Year Became a Director | |||
Ronald S. Lauder | Nonexecutive Chairman of the Board | 60 | 1994 | |||
Michael Garin | Chief Executive Officer and Director | 57 | 2003 | |||
Frederic T. Klinkhammer | Vice-Chairman and Director | 59 | 1999 | |||
Charles R. Frank, Jr. | Financial Advisor | 64 | 2001 | |||
Herbert A. Granath | Chairman Emeritus, ESPN | 75 | 2002 | |||
Alfred W. Langer | Consultant | 53 | 2000 | |||
Bruce Maggin | Principal, the H.A.M. Media Group, LLC | 60 | 2002 | |||
Ann Mather | CFO, Pixar Animation Studios (through May 2004) | 44 | 2004 | |||
Eric Zinterhofer | Partner, Apollo Management, L.P. | 32 | 2004 | |||
6 | ||
7 | ||
8 | ||
9 | ||
10 | ||
11 | ||
Long-Term Compensation | |||||||||||||||||||
Awards | |||||||||||||||||||
Annual Compensation | |||||||||||||||||||
Securities | |||||||||||||||||||
Other Annual |
| Underlying |
| All Other | |||||||||||||||
Name and | Salary |
| Bonus |
| Compensation |
| Options/SARs |
| Compensation | ||||||||||
Principal Position | Year |
| $ |
| $ |
| $ |
| # |
| $ | ||||||||
Frederic T. Klinkhammer | 2003 | 625,000 | 625,000 | 40,000 | 1,017,620 | (6) | |||||||||||||
Vice Chairman and Chief Executive | 2002 | 430,128 | 900,000 | 157,966 | (4) | 208,000 | 3,500 | (7) | |||||||||||
Officer (1) | 2001 | 392,749 | 600,000 | 153,473 | (4) | 96,000 | 2,700 | (7) | |||||||||||
Robert E. Burke | 2003 | 260,769 | 162,470 | -- | 80,000 | 6,703 | (7) | ||||||||||||
President and Chief Operating | 2002 | 327,567 | 83,547 | -- | 120,000 | 3,500 | (7) | ||||||||||||
Officer (2) | 2001 | 120,323 | -- | 28,075 | (5) | -- | 2,700 | (7) | |||||||||||
Wallace Macmillan | 2003 | 136,057 | -- | -- | 20,000 | 6,020 | (7) | ||||||||||||
Chief Financial Officer and Vice | 2002 | -- | -- | -- | -- | -- | |||||||||||||
President – Finance (3) | 2001 | -- | -- | -- | -- | -- | |||||||||||||
Mark Wyllie | 2003 | 203,479 |
|
| 112,900 |
|
| -- |
|
| -- |
|
| 4,706 | (7) | ||||
Vice President - Tax and Planning (8) | 2002 |
|
| 184,441 |
|
| 44,987 |
|
| -- |
|
| 16,000 |
|
| 3,500 | (7) | ||
2001 |
|
| 168,642 |
|
| 35,839 |
|
| -- |
|
| 80,000 |
|
| 2,700 | (7) |
12 | ||
Individual Grants | ||||||||||||||||||||||||
| Potential Realizable | |||||||||||||||||||||||
|
|
|
| Percent of |
|
|
|
|
| Value at Assumed Annual | ||||||||||||||
|
|
|
| Total |
|
|
|
|
| Rates of Stock Price | ||||||||||||||
|
| Number of |
|
| Options/SARs |
|
|
|
|
| Appreciation | |||||||||||||
|
| Securities |
|
| Granted to |
|
|
|
|
| For Option Term | |||||||||||||
Underlying | Employees | Exercise or | ||||||||||||||||||||||
|
| Options/SARs |
|
| in Fiscal |
|
| Base Price |
|
| Expiration |
|
| 5% |
| 10% | ||||||||
Name | Granted |
|
| Year |
|
| ($/sh) (1) |
| Date (2) |
| ($) |
| ($) | |||||||||||
Frederic T. Klinkhammer | 40,000 | 28.57 | % | $ | 10.365 | 5/28/13 | $ | 260,740 | $ | 660,766 | ||||||||||||||
Robert E. Burke | 80,000 | 57.14 | % | $ | 10.365 | 5/28/13 | $ | 521,479 | $ | 1,321,531 | ||||||||||||||
Wallace Macmillan | 20,000 | 14.29 | % | $ | 10.365 | 5/28/13 | $ | 130,370 | $ | 330,383 | ||||||||||||||
Mark Wyllie | 0 | 0 | % | -- | -- | $ | 0 | $ | 0 |
Number of Securities | Value of Unexercised | |||||||
Underlying | In-the-Money | |||||||
Unexercised Options/SARs | Options/SARs at | |||||||
Shares Acquired | Value | At Fiscal Year-end | Fiscal Year-End | |||||
On Exercise | Realized | (#) | ($)(1) | |||||
Name | (#) | ($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||
Frederic T. Klinkhammer | 0 | 0 | 1,189,334/210,666 | 18,850,173/2,928,472 | ||||
Robert E. Burke | 0 | 0 | 40,000/160,000 | 606,500/1,767,760 | ||||
Wallace Macmillan | 0 | 0 | 0/20,000 | 0/138,700 | ||||
Mark Wyllie | 53,332 | 528,987 |
| 5,333/37,334 |
| 80,862/618,911 |
13 | ||
14 | ||
15 | ||
16 | ||
Submitted by, | |
ALFRED W. LANGER | |
CHARLES R. FRANK, JR. | |
ANN MATHER |
17 | ||
18 | ||
19 | ||
Compensation Committee BRUCE MAGGIN HERBERT GRANATH ANN MATHER |
20 | ||
Central European Media Enterprises Ltd. | $ | 263.60 | ||
NASDAQ Composite Index | $ | 91.37 | ||
Dow Jones World Broadcasting Index(1) | $ | 81.37 |
21 | ||
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 | 2,394,485 | (1) | $6.233 | 1,458,373 | (2) | |||
Equity compensation plans not approved by security holders | 0 | (3) | -- | 1,000,000 | ||||
Total | 2,394,485 | $6.233 | 2,458,373 | (4) | ||||
22 | ||
23 | ||
24 | ||
25 | ||
By order of the Board of Directors, Andrea Kozma Secretary |
26 | ||
A - 1 | ||
A - 2 | ||
A - 3 | ||
A - 4 | ||
B - 1 | ||
B - 2 | ||
B - 3 | ||