MERCURY ASSET MANAGEMENT PLC
SC 13D, 1996-11-08
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                    SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549
                          ______________________

                               SCHEDULE 13D
                 Under the Securities Exchange Act of 1934
                            (Amendment No 6) *


         _____Central European Media Enterprises Ltd.______________
                             (Name of issuer)


             __________Class 'A' Common Shares_______________
                      (Title of Class of Securities)


                     ______G20045103__________________
                              (CUSIP Number)

               Mr J Deighton, Mercury Asset Management plc
     33 King William Street, London EC4R 9AS     Tel No 0171 203 5741
Name, Address and Telephone Number of Person Authorised to Receive Notices and
                              Communications)

                             30 October, 1996
          (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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following
box.   [ ]

Check the following box if a fee is being paid with the statement [ ] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).

NOTE:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1 (a) 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.)

2776
                                                  Schedule 13D

CUSIP No. __G20045103________________________

1   NAME OF REPORTING PERSON
    SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
    MERCURY ASSET MANAGEMENT plc

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (A)   [ ]

                                                         (B)   [ ]
3   SEC USE ONLY

4   SOURCE OF FUNDS*

    00

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
    IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]

6   CITIZENSHIP OR PLACE OF ORGANISATION

    ENGLAND

                     7       SOLE VOTING POWER

NUMBER OF                         NONE
  SHARES             8       SHARED VOTING POWER
BENEFICIALLY
 OWNED BY                       NONE
   EACH              9       SOLE DISPOSITIVE POWER
 REPORTING
  PERSON                     1,481,650
   WITH              10      SHARED DISPOSITIVE POWER

                     11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
                             REPORTING PERSON


                     12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
                             EXCLUDES CERTAIN SHARES*                      [ ]

                     13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                             14.64%


                     14      TYPE OF REPORTING PERSON*

                             IA

                   *SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1. Security and Issuer

          The class of equity securities to which this statement relates is
the shares of Common Stock (the "Common Shares") of  Central European Media
Enterprises Ltd. (the "Company") whose principal executive offices are located
at Clarendon House, Church Street, Hamilton, Bermuda.   Its telephone number
is (809) 296 1413.

Item 2.   Identity and Background

          This statement is being filed by Mercury Asset Management plc.
("Mercury"), a corporation primarily engaged in the business of managing
portfolio investments for its investment clients, organised under the laws of
England, whose principal executive offices are located, and principal business
activities conducted, at 33 King William Street, London EC4R 9AS, England.

          Pursuant to Rule 13d-4 (17 CFR 240. 13d-4) under the Securities
Exchange Act of 1934 (the "Act") Mercury hereby declares that the filing of
this statement shall not be construed as an admission that Mercury is or has
been for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner
of any securities covered by the statement.  As noted above, Mercury manages
portfolio investments of its investment clients, and the securities covered by
this statement are held solely for the account of such clients.

          Under the terms of its agreements with such clients, Mercury has
discretion to buy and sell securities on their behalf subject to such
guidelines as may be agreed and subject to any contrary instructions which may
be received.  Mercury has neither voting power nor the right to receive
dividends from, or proceeds from the sale of, any portfolio investments.
66,150 shares are held for the benefit of collective investment schemes
managed by Mercury Asset Management Channel Islands Limited, an associate of
Mercury.  A division of Mercury is the investment adviser under contract to
Mercury Asset Management Channel Islands Limited.

          Mercury is a wholly-owned subsidiary of Mercury Asset Management
Group plc, a holding company listed on London Stock Exchange.

          The name, business address, principal occupation or employment and
citizenship of each of the executive officers and directors of Mercury and
Mercury Asset Management Group plc, and the name, country of incorporation,
principal business, and the address of the registered office (being the
address of its principal business and principal office) of Mercury and Mercury
Asset Management Group plc are set forth in Annex A hereto, which is
incorporated herein by reference.

          Neither Mercury nor, to the best of its knowledge, any of the
persons listed in Annex A has during the past five years (a) been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanours), or (b) been a party to a civil proceeding of a judicial or
administrative body as a result of which Mercury or any such person was or is
subject to a judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration

          The source of all funds used to acquire the securities covered by
this statement was the investment funds of Mercury's investment clients.  No
part of the purchase price was represented by funds or other consideration
borrowed or otherwise obtained by Mercury than as described above.

Item 4.   Purpose of Transaction

          The Common Shares were acquired for the purpose of
          investment.

          (a) Mercury will monitor its investment and review the Company's
business affairs and financial position.  Based on such review, as well as
general economic and industry conditions existing at the time, Mercury may
consider from time to time various alternative courses of action and may
discuss with management of the Company ways in which the value of its
investment may be increased.  Such actions may include the acquisition of
additional Common Stock through open market purchases, privately negotiated
transactions, or otherwise.  Alternatively, such actions may involve the sale
of all or a portion of Common Stock in the open market, in privately
negotiated transactions, through a public offering or otherwise.

          Neither Mercury nor any person named in Annex A has any plans which
relate to or would result in any of the following:

          (b) an extraordinary corporate transaction, such as an amalgamation,
          merger, reorganisation or liquidation, involving the Company or any
          of its subsidiaries;

          (c) a sale or transfer of a material amount of assets of the Company
          or of any of its subsidiaries;

          (d) any change in the present board of directors or
          management of the Company, including any plans or proposals to
          change the number or term of directors or to fill any existing
          vacancies on the board;

          (e) any material change in the present capitalisation or dividend
          policy of the Company;

          (f) any other material change in the Company's business or corporate
          structure;

          (g) any change in the Company's charter, by-laws or
          instruments corresponding thereto or other actions which may impede
          the acquisition of control of the Company by any person;

          (h) causing a class of securities of the Company to be delisted
          from a national securities exchange or to cease to be authorised
          to be quoted in an inter-dealer quotation system of a registered
          national securities association;

          (i) causing a class of equity securities of the Company to become
          eligible for termination of registration pursuant to Section
          12(g) (4) of the Act; or

          (j) any action similar to any of those set forth above.


Item 5.   Interest in Securities of the Issuer

          (a)  See Item 2 above.  Subject thereto, Mercury has dispositive
          power with respect to 1,481,650 Common Shares or approximately
          14.64% of the Common Shares outstanding.

          (b) See Item 2 above.

          (c)  See Item 2 Above.  Subject thereto, transactions in the
          Common Shares effected by Mercury on behalf of its investment
          clients are set forth in Annex B.  All transactions were effected
          on the National Association of Securities Dealers Automated
          Quotation System (NASDAQ)  National Market System.

          (d)  See Item 2 above.  The investment clients of Mercury have
          the right to receive dividends from, and proceeds from the sale
          of Common Shares.

          (e) Not applicable.


Item 6.   Contracts, Arrangements, Understandings or
          Relationships with Respect to Securities of the Issuer

          Except as set forth in Item 2 above, neither Mercury nor, to the
best of its knowledge, any of the persons listed in Annex A hereto has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.

Item 7.   Material to be Filed as Exhibits
          None.

                                 SIGNATURE

          After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.




Date: 1 November, 1996





                                 for Mercury Asset Management plc.



                                 By _______________________________
                                    Authorised Signatory
                                    Charles Farquharson



ANNEX A
- -------
<TABLE>
                          MERCURY ASSET MANAGEMENT plc.
                          -----------------------------

<CAPTION>
Executive Officers                                                                   Principal
and Directors                                     Business Address                  Occupation        Citizenship
- ------------------                                ----------------                  ----------        -----------

<S>                                         <C>                                     <C>             <C>
Joint Chairman
- --------------

David William James PRICE                   33 King William Street,                 Investment        British
(Joint Chairman)                            London, EC4R 9AS                       Director

Stephen Anthony ZIMMERMAN                   33 King William Street,                 Investment        British
(Joint Chairman)                            London, EC4R 9AS                       Director

Deputy Chairman
- ---------------

Carol GALLEY (Miss)                         33 King William Street,                 Investment        British
(Deputy Chairman)                           London, EC4R 9AS                       Director

Christopher Nigel                           33 King William Street,                 Investment        British
HURST-BROWN                                 London, EC4R 9AS                        Director
(Deputy Chairman)

Frederick David Stewart                     33 King William Street,                 Investment        British
ROSIER (Deputy Chairman)                    London, EC4R 9AS                        Director

Vice Chairman
- -------------

Dr. Ross John BUNCE                         33 King William Street,                 Investment        British
(Vice Chairman)                             London, EC4R 9AS                        Director

Andrew Searle DALTON                        33 King William Street,                 Investment        British
(Vice Chairman)                             London, EC4R 9AS                       Director

Charles Vivian JACKSON                      33 King William Street,                 Investment        British
(Vice Chairman)                             London, EC4R 9AS                        Director

Directors
- ---------

Ian ARMITAGE                                33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Norman McLeod BACHOP                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Ian Christopher Simon BARBY                 33 King William Street,                 Investment        British
(Director)                                  London,  EC4R  9AS                      Director

Stuart John BAXTER                          33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Thomas Jan BERGER                           33 King William Street,                 Investment        American
(Director)                                  London, EC4R 9AS                        Director

David Thomas Alan BOYLE                     33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Carol Consuelo BROOKE                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

John Loughlin CALLAHAN                      33 King William Street,                 Investment        American
(Director)                                  London, EC4R 9AS                        Director

David John CAUSER                           33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Thomas William George                       33 King William Street,                 Investment        British
CHARLTON                                    London, EC4R 9AS                        Director
(Director)

Nicholas James CHARRINGTON                  33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Colin Martin CLARK                          33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Nicholas James COATS                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Stephen Benedict COHEN                      33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

John Nicholas COTTON                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Graham Richard DIXON                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Charles Bowen FARQUHARSON                   33 King William Street,                 Company           British
(Company Secretary                          London, EC4R 9AS                        Secretary
& Director)                                                                         & Director

Christopher Nigel Holland                   33 King William Street,                 Investment        British
FOSTER (Director)                           London, EC4R 9AS                        Director

Peter John GIBBS                            33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Peter John Woodville                        33 King William Street,                 Investment        British
HARRISON (Director)                         London, EC4R 9AS                        Director

Paul HARWOOD                                33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Timothy John HASTON                         33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Andrew Malcolm                              33 King William Street                  Investment        British
HUNTER-JOHNSTON                             London, EC4R 9AS                        Director
(Director)

Michael Francis Mostyn                      33 King William Street,                 Investment        British
Owen JODRELL                                London, EC4R 9AS                        Director
(Director)

Andreas Christian Jutting                   33 King William Street                  Investment        Danish
LEHMAN                                      London, EC4R 9AS                        Director
(Director)

Dr. Gordon Alan LINDSAY                     33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Gary LOWE                                   33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Roderick James MACLEOD                      33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Paul Roderick Clucas MARSHALL               33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Shaun Albert MAYS                           25 Floor,101 Collins                    Investment        British/
(Director)                                  Street,Melbourne,Vic                    Director          Australian
                                            3000 AUSTRALIA

Keith Richard MULLINS                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Masaru NISHIZAWA                            Hibiya Kokusai Building,                Investment        Japanese
(Director)                                  2-2-3 Uchisaiwaicho,                    Director
                                            Chiyoda-Ku, Tokyo 100

Maurice Joseph O'SHANNASSY                  33 King William Street,                 Investment        Australian
(Director)                                  London, EC4R 9AS                        Director

Thomas Andrew OATES                         33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Peter Vincent OLSBERG                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Ching Han ONG                               33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Roderick Louis PARIS                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

John PARSLOE                                33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Andrew Phillip PICKARD                      33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Ronald William PULLEN                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

John William RICHARDS                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Nicholas King RITCHIE                       33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Alexander Frederick                         33 King William Street,                 Investment        British
James ROE (Director)                        London, EC4R 9AS                        Director

Richard George ROYDS                        33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Lynn Christine RUDDICK                      33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Clifford John SHAW                          Warburg Asset Management                Investment        British
(Director)                                  Japan Ltd.,                             Director
                                            Hibiya Kokusai Building,
                                            7th Floor,
                                            2-2-3- Uchisaiwaicho,
                                            Chiyoda-ku, Tokyo 100

Ian Michael SLACK                           33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director

Peter William STANYER                       33 King William Street                  Investment        British
(Director)                                  London, EC4R 9AS                        Director

Rodney STEEL                                33 King William Street                  Investment        British
(Director)                                  London, EC4R 9AS                        Director

Hugh Alexander STEVENSON                    33 King William Street,                 Chairman of       British
(Director)                                  London, EC4R 9AS                        Mercury Asset
                                                                                    Management
                                                                                    Group plc

Barry William WOOLF                         33 King William Street,                 Investment        British
(Director)                                  London, EC4R 9AS                        Director
</TABLE>




<TABLE>
                    MERCURY ASSET MANAGEMENT GROUP plc
                    ----------------------------------

<CAPTION>
Executive Officers                                                                  Principal
and Directors                                   Business Address                    Occupation            Citizenship
- ------------------                              ----------------                    ----------            -----------

<S>                                         <C>                                     <C>             <C>
Joint Chairman
- --------------

Hugh Alexander STEVENSON                    33 King William Street,                 Investment            British
(Chairman)                                  London, EC4R 9AS                       Director

Deputy Chairman
- ---------------

David William James PRICE                   33 King William Street,                 Investment            British
(Deputy Chairman)                           London, EC4R 9AS                       Director

Stephen Anthony ZIMMERMAN                   33 King William Street,                 Investment            British
(Deputy Chairman)                           London, EC4R 9AS                       Director

Vice Chairman
- -------------

Carol GALLEY (Miss)                         33 King William Street,                 Investment            British
(Vice Chairman)                             London, EC4R 9AS                       Director

Company Secretary
- -----------------

Charles Bowen FARQUHARSON                   33 King William Street,                 Company               British
(Secretary)                                 London, EC4R 9AS                       Secretary

Directors
- ---------

Paul Graham BOSONNET                        33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                       Director

David John CAUSER                           33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                        Director

Andrew Searle DALTON                        33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                       Director

Peter Stormonth DARLING                     33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                        Director

Hugh Jon FOULDS                             33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                        Director

Christopher Nigel                           33 King William Street,                 Investment            British
HURST-BROWN (Director)                      London, EC4R 9AS                        Director

Charles Vivian JACKSON                      33 King William Street,                 Investment            British
(Director)                                  London, EC4R 9AS                        Director

Frederick David Stewart                     33 King William Street,                 Investment            British
ROSIER (Director)                           London, EC4R 9AS                        Director

John Charles Grayson                        33 King William Street,                 Investment            British
STANCLIFFE                                  London, EC4R 9AS                        Director
(Director)
</TABLE>



ANNEX A
- -------


                      Mercury Asset Management Group plc
                      ----------------------------------

                                Directors Lists
                                ---------------


                             CORPORATE INFORMATION
                             ---------------------



                                             Field of           Country of
Name                    Registered Office    Activity           Incorporation
- --------------------    -----------------    ---------------    -------------


Mercury Asset           33 King William      Holding Company    England
Management Group plc    Street,
                        London, EC4R 9AS
Mercury Asset           33 King William      Investment         England
Management plc          Street,              Management and
                        London, EC4R 9AS     Advice



ANNEX  B
- --------

                    CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
                    ---------------------------------------

                            CLASS 'A' COMMON SHARES
                            -----------------------



DATE            PURCHASE       SALE       PRICE PER      DAILY
                                          SHARE          TOTALS

08.06.96                                  B/Fwd          1,351,650
09.03.96            5,000                 27.00
                               5,000      27.00          1,351,650
09.17.96            5,000                 29.00          1,356,650
09.19.96            5,000                 31.25          1,361,650
10.30.96          120,000                 27.50          1,481,650



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