CUSIP No. G20045103 SCHEDULE 13G Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION1
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(Amendment No. 6)
Central European Media Enterprises Ltd.
-------------------
(Name of Issuer)
Class A Common Stock, $.08 par value
----------------
(Title of Class of Securities)
G20045103
------
(CUSIP Number)
December 31, 2002
---------
(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).
CUSIP No. G20045103 SCHEDULE 13G Page 2 of 9
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) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 192,264
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 192,264
9 Aggregate Amount Beneficially Owned by Each 192,264
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount in Row 9 4.2%
12 Type of Reporting Person PN
CUSIP No. G20045103 SCHEDULE 13G Page 3 of 9
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 (a) [ ]
Group
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of California
Organization
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 241,064
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 241,064
9 Aggregate Amount Beneficially Owned by Each 241,064
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount 5.2%
in Row 9
12 Type of Reporting IA
Person
CUSIP No. G20045103 SCHEDULE 13G Page 4 of 9
1 Name of Reporting Person MARK B. BAKAR
IRS Identification No. of Above Person 559-90-1651
2 Check the Appropriate Box if a member of a Group (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of United States
Organization
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 241,064
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 241,064
9 Aggregate Amount Beneficially Owned by Each 241,064
Reporting Person
10 Check Box if the Aggregate Amount in Row (9) Excludes [ ]
Certain Shares
11 Percent of Class Represented by Amount 5.2%
in Row 9
12 Type of Reporting IN
Person
CUSIP No. G20045103 SCHEDULE 13G Page 5 of 9
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:
ValueVest Partners, L.P. ("Partners")
ValueVest Management Company, LLC ("Management")
Mark B. Bakar ("Bakar")
Item 2(b). Address of Principal Business Office or, if none, Residence:
The business address of each reporting person is 3288 Steiner
Street, Suite 200, San Francisco, California 94123.
Item 2(c). Citizenship:
Reference is made to Item 4 of each of the cover pages of this
Schedule 13G, which Items are incorporated by reference herein.
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.08 par value ("Common Stock")
Item 2(e). CUSIP Number:
G20045103
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(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) [ ] An investment adviser in accordance with 240.13d-1(b)(1)
(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
CUSIP No. G20045103 SCHEDULE 13G Page 6 of 9
(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 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 hereby made to Items 5-9 and 11 of each of the cover
pages to this Schedule 13G, which Items are incorporated by reference
herein.
Voting and investment decisions concerning the above securities
are made by Management as general partner of Partners and investment
manager for another investment fund. Management may (but may not) make
voting or dispositive decisions concurrently for Partners and the other
investment fund. 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.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [X]
as to Partners.
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.
CUSIP No. G20045103 SCHEDULE 13G Page 7 of 9
Item 10. Certifications.
By signing below each of the undersigned certifies that, to the
best of his 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.
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 2003 VALUEVEST MANAGEMENT COMPANY,
LLC
By:/s/Mark B. Bakar
-----------------------
Mark B. Bakar, Managing Member
VALUEVEST PARTNERS, L.P.
By: ValueVest Management
Company, LLC, its General
Partner
By:/s/Mark B. Bakar
------------------------
Mark B. Bakar, Managing Member
MARK B. BAKAR
/s/Mark B. Bakar
----------------
Mark B. Bakar
CUSIP No. G20045103 SCHEDULE 13G Page 8 of 9
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 9
CUSIP No. G20045103 SCHEDULE 13G Page 9 of 9
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being 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: February 14, 2003 VALUEVEST MANAGEMENT COMPANY,
LLC
By:/s/Mark B. Bakar
-----------------------
Mark B. Bakar, Managing Member
VALUEVEST PARTNERS, L.P.
By: ValueVest Management
Company, LLC, its General
Partner
By:/s/Mark B. Bakar
-----------------------
Mark B. Bakar, Managing Member
MARK B. BAKAR
/s/Mark B. Bakar
-----------------------
Mark B. Bakar