UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
---------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value
------------------------------------
(Title of Class of Securities)
G20045103
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(CUSIP Number)
August 23, 1999
-----------------------------
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in 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).
Page 1 of 8
<PAGE>
1 Name Of Reporting Person VALUEVEST PARTNERS, L.P.
IRS Identification No. Of Above Person 94-3226835
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
5 Sole Voting Power -0-
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
6 Shared Voting Power 1,076,000
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 1,076,000
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 1,076,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares*
11 Percent Of Class Represented By Amount In Row 9 5.81%
12 Type Of Reporting Person* PN
<PAGE>
1 Name Of Reporting Person VALUEVEST MANAGEMENT COMPANY, LLC
IRS Identification No. Of Above Person 94-3226627
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization California
5 Sole Voting Power -0-
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
6 Shared Voting Power 1,251,000
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 1,251,000
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 1,251,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares*
11 Percent Of Class Represented By Amount In Row 9 6.76%
12 Type Of Reporting Person* IA
<PAGE>
1 Name Of Reporting Person MARK B. BAKAR
IRS Identification No. Of Above Person ###-##-####
2 Check The Appropriate Box If A Member Of A Group
(a) [ ]
(b) [x]
3 SEC USE ONLY N/A
4 Citizenship Or Place Of Organization
5 Sole Voting Power -0-
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
6 Shared Voting Power 1,251,000
7 Sole Dispositive Power -0-
8 Shared Dispositive Power 1,251,000
9 Aggregate Amount Beneficially Owned By Each Reporting
Person 1,251,000
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain
Shares*
11 Percent Of Class Represented By Amount In Row 9 6.76%
12 Type Of Reporting Person* IN
<PAGE>
Item 1(a). Name of Issuer.
Central European Media Enterprises Ltd. (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
Clarendon House, Church Street
Hamilton
HM CX Bermuda
Item 2(a). Names of Persons Filing.
Reference is made to Item 1 of each of the
cover pages of this Schedule, which Items
are incorporated by this reference herein.
Item 2(b). Address of Principal Business Office or, if
none, Residence.
The address of each of the reporting persons
is One Sansome Street, 39th Floor, San
Francisco, CA 94104
Item 2(c). Citizenship.
Reference is made to Item 1 of each of the
cover pages of this Schedule, which Items
are incorporated by this reference herein.
Item 2(d). Title of Class of Securities.
Class A Common Stock, $.0.01 par value
("Common Stock").
Item 2(e). CUSIP Number.
G20045103
Item 3. If this statement is filed pursuant to Sections
240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(ValueVest Management Company, LLC and Mark
B. Bakar are filing pursuant to Section 240.13d-
1(b). The information is provided below for
those filers where indicated)
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6)
of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered
under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance
with Section 240.13d-1(b)(1)(ii)(E) (ValueVest
Management Company, LLC);
(f) [ ] An employee benefit plan or
endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control
person in accordance with Section
240.13d-1b)(1)(ii)(G) (Mark B. Bakar);
(h) [ ] A savings associations as defined
in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded
from the definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to
Section 240.13d-1(c), check this box. [X]
Item 4. Ownership.
Reference is made to Items 5-9 and 11 of
each of the cover pages to this Schedule,
which Items are incorporated by reference
herein. The beneficial ownership
information provided in those items is as of
August 23, 1999. Th date of the event that
gives rise to this filing. According to
information furnished to the reporting
persons by the Issuer, there were 18,506,849
shares of Class A Common Stock issued and
outstanding as of August 6, 1999.
Voting and investment decisions concerning
the above securities are made by ValueVest
Management Company, LLC ("Management"), as
general partner of ValueVest Partners, L.P.
("Partners") and investment manager for
certain other investment management clients
of Management. Management may (but may not)
make voting or dispositive decisions
concurrently for Partners and such other
investment management clients. The
reporting persons disclaim the existence of
a group and the filing of this Schedule
shall not be construed as an admission by
any reporting person that it is a beneficial
owner of any securities other than those
directly held by such reporting person.
Under the definition of "beneficial
ownership" in Rule 13d-3 under the
Securities Exchange Act of 1934, it is also
possible that the individual members,
executive officers, and/or managers of
Management might be deemed the "beneficial
owners" of some or all of the securities to
which this Schedule relates in that they
might be deemed to share the power to direct
the voting or disposition of such
securities. Neither the filing of this
Schedule nor any of its contents shall be
deemed to constitute an admission that any
of such individuals is, for any purpose, the
beneficial owner of any of the securities to
which this Schedule relates, and such
beneficial ownership is expressly
disclaimed.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below, each of the undersigned
certifies that, to the best of its or his
knowledge and belief, the securities
referred to above on the cover pages of this
Schedule 13G were acquired and are held in
the ordinary course of business and were not
acquired and are not held for the purpose of
or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not
held in connection with or as a participant
in any transaction having that purpose or
effect.
<PAGE>
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.
DATED: August 31, 1999 MARK B. BAKAR
VALUEVEST PARTNERS, L.P.
By: /s/ Mark B. Bakar By: /s/ Mark B. Bakar
Mark B. Bakar, Mark B. Bakar
Managing Member of ValueVest
Management Company, LLC,
Its General Partner
VALUEVEST MANAGEMENT COMPANY, LLC
By: /s/ Mark B. Bakar
Mark B. Bakar,
Managing Member
<PAGE>
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute
this agreement as an exhibit to this Schedule 13G to evidence the
agreement of the below-named parties, in accordance with rules
promulgated pursuant to the Securities Exchange Act of 1934, to
file this Schedule and any subsequent amendment jointly on behalf
of each of such parties.
DATED: August 31, 1999.
MARK B. BAKAR
VALUEVEST PARTNERS, L.P.
By: /s/ Mark B. Bakar By: /s/ Mark B. Bakar
Mark B. Bakar, Mark B. Bakar
Managing Member of ValueVest
Management Company, LLC,
Its General Partner
VALUEVEST MANAGEMENT COMPANY, LLC
By: /s/ Mark B. Bakar
Mark B. Bakar,
Managing Member
