CENTRAL EUROPEAN MEDIA ENTERPRISES LTD
SC 13G/A, 2000-04-10
TELEVISION BROADCASTING STATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2 )*
                                             --

                  CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                      Class A Common Stock, $.08 par value
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   G 2004 5202
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 March 31, 2000
- -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

                    [ ]            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 5 pages)
<PAGE>

                                  SCHEDULE 13G

- -------------------------------------------------------------------------------
CUSIP No. G20045202                                         Page 2 of 5 Pages
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
    1     NAME OF REPORTING PERSONS
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
          PERSONS

          Mark A. Riely

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

- -------------------------------------------------------------------------------
    3      SEC USE ONLY

- -------------------------------------------------------------------------------
    4      CITIZENSHIP OR PLACE OR ORGANIZATION

                   United States
- -------------------------------------------------------------------------------
      NUMBER OF         5   SOLE VOTING POWER
 SHARES BENEFICIALLY            29,125
       OWNED BY       ---------------------------------------------------------
         EACH           6   SHARED VOTING POWER
      REPORTING                  279,025
        PERSON
         WITH         ---------------------------------------------------------
                        7   SOLE DISPOSITIVE POWER
                               29,125

                      ---------------------------------------------------------
                        8   SHARED DISPOSITIVE POWER
                               279,025

- -------------------------------------------------------------------------------
    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                      308,150

- -------------------------------------------------------------------------------
    10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                           [ ]

- -------------------------------------------------------------------------------
    11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                      13.3%

- -------------------------------------------------------------------------------
    12     TYPE OF REPORTING PERSON*
                      IN


                              (Page 2 of 5 pages)
<PAGE>

               This  Statement on Schedule 13G dated  November 11, 1999 filed by
Mark A. Riely (the  "Reporting  Person")  is amended to read in its  entirety as
follows:

"Item 1(a).       Name of Issuer:

                  Central European Media Enterprises Ltd.

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  Clarendon House, Church Street
                  Hamilton
                  HM CX Bermuda

Item 2(a).        Name of Person Filing:

                  This statement is filed by:

         Mark A. Riely  ("Riely")  with  respect to the shares of Class A Common
Stock,  par value $.08 per share  ("Common  Stock") of the Company  which may be
deemed to be  beneficially  owned by Riely,  including  23,875  shares of Common
Stock  owned of record by Riely,  4,000  shares of Common  Stock owned by an IRA
F/B/O Riely (the "Mark Riely IRA"),  1,250 shares of Common Stock owned by a SEP
IRA F/B/O Riely (the "Riely SEP IRA"),  176,488  shares of Common Stock owned by
Media  Group  Investors,  L.P.  which has a sole  general  partner,  Media Group
Management,  Inc., of which Riely is a 75% shareholder,  43,262 shares of Common
Stock  owned by Media  Group  Investments,  Ltd.,  which  has as its  investment
advisor Vercingetorix Corp., of which Riely is a 50% shareholder,  35,345 shares
of Common Stock owned by Goldman Sachs  Strategic  Technology  Portfolio,  L.P.,
which has as its investment adviser Vercingetorix Corp., of which Riely is a 50%
shareholder,   and  23,930   shares  of  Common  Stock  owned  by  Key  Media  &
Communications,  Inc., which has as its investment advisor  Vercingetorix Corp.,
of which Riely is a 50% shareholder

Item 2(b).        Address of Principal Business Office, or, if None, Residence:

                  The address of Riely is 260 West Broadway, Suite 2-D, New
York, New York 10013.

Item 2(c).        Citizenship:

                  Riely is a United States citizen.

Item 2(d).        Title of Class of Securities:

                  This statement  relates to the Company's Class A Common Stock,
par value $.08 per share.

Item 2(e).        CUSIP Number:

                  G20045103

Item 3.           If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person is a:

(a) [ ]   Broker or dealer registered under Section 15 of the Act,
(b) [ ]   Bank as defined in Section 3(a)(6) of the Act,


                               (Page 3 of 5 pages)

<PAGE>
(c) [ ]   Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ]   Investment Company registered under Section 8 of the Investment
          Company Act,
(e) [ ]   Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) [ ]   Employee Benefit Plan or Endowment Fund in accordance with Rule
          13d-1(b)(1)(ii)(F),
(g) [ ]   Parent Holding Company or control person in accordance with Rule
          13d-1(b)(1)(ii)(G),
(h) [ ]   Savings Association as defined in Section 3(b) of the Federal Deposit
          Insurance Act,
(i) [ ]   Church Plan that is excluded from the definition of an investment
          company under Section 3(c)(14) of the Investment Company Act.
(j) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


If this statement is filed pursuant to Rule 13d-1(c) check this box. [X]

Item 4.  Ownership.

(a)  Amount beneficially owned: 308,150
(b)  Percent of class: 13.3%
(c)  (i)      Sole power to vote or direct the vote:              29,125
     (ii)     Shared power to vote or direct the vote:            279,025
     (iii)    Sole power to dispose or direct the disposition:    29,125
     (iv)     Shared power to dispose or direct the disposition:  279,025

                  As of March  31,  2000  Riely  has the sole  power to vote and
dispose of 23,875 shares of Common Stock owned of record by Riely,  4,000 shares
of Common  Stock owned by Mark Riely IRA, and 1,250 shares of Common Stock owned
by Riely SEP IRA.  Riely has the  shared  power to vote and  dispose  of 176,488
shares of  Common  Stock  directly  owned by Media  Group  Investors,  L.P.  and
beneficially  owned by Media  Group  Management,  Inc.,  of which Riely is a 75%
shareholder,  43,262  shares  of  Common  Stock  directly  owned by Media  Group
Investments,  Ltd.,  of  which  Vercingetorix  Corp.,  of  which  Riely is a 50%
shareholder,  serves as the  investment  advisor,  35,345 shares of Common Stock
owned by Goldman Sachs Strategic  Technology  Portfolio,  L.P., which has as its
investment adviser Vercingetorix Corp., of which Riely is a 50% shareholder, and
23,930 shares of Common Stock owned by Key Media &  Communications,  Inc., which
has as its  investment  advisor  Vercingetorix  Corp.,  of which  Riely is a 50%
shareholder.

Item 5.  Ownership of Five Percent or Less or a Class.

                  Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

                  See Item 4.

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.



                              (Page 4 of 5 pages)
<PAGE>

Item 9.  Notice of Dissolution of Group.

                  Not applicable.

Item 10. Certification.

                  Riely hereby makes the following certification:

                  By signing  below I certify  that, to the best of my knowledge
and belief, the securities  referred to above 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."


                                    SIGNATURE

                  After  reasonable  inquiry and to the best of my knowledge and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.


Dated: April 10, 2000



                                                 /s/ Mark A. Reily
                                                 -------------------
                                                 Mark A. Riely






                              (Page 5 of 5 pages)



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