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. 1)
Central European Media Enterprises Ltd.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(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).
CUSIP No. G20045103 SCHEDULE 13G Page 2 of 10
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 1,416,000
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 1,416,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,416,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 7.7%
12 Type of Reporting Person PN
_____________________
On September 1, 1999, the reporting person filed a Schedule 13G
incorrectly reporting that on August 23, 1999, the reporting person
had shared voting power and shared dispositive power over and the
aggregate amount owned beneficially by the reporting person was
1,076,000 shares of Common Stock, $.01 par value of Central European
Media Enterprises, Ltd., representing 5.81% of the class. In fact,
on August 23, 1999, the reporting person had shared voting power and
shared dispositive power over and the aggregate amount owned beneficially
by the reporting person was 1,416,000 shares of Common Stock, $.01 par
value of Central European Media Enterprises, Ltd., representing 7.7% of
the class.
1,651,000
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 1,651,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,651,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.9%
12 Type of Reporting Person IA
_____________________
On September 1, 1999, the reporting person filed a Schedule 13G
incorrectly reporting that on August 23, 1999, the reporting person had
shared voting power and shared dispositive power over and the aggregate
amount owned beneficially by the reporting person was 1,251,000 shares
of Common Stock, $.01 par value of Central European Media Enterprises, Ltd.,
representing 6.76% of the class. In fact, on August 23, 1999, the
reporting person had shared voting power and shared dispositive power
over and the aggregate amount owned beneficially by the reporting person
was 1,251,000 shares of Common Stock, $.01 par value of Central European
Media Enterprises, Ltd., representing 8.9% of the class.
CUSIP No. G20045103 SCHEDULE 13G Page 4 of 10
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 Organization United States
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 1,651,000
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 1,651,000
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 1,651,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 8.9%
12 Type of Reporting Person IN
_____________________
On September 1, 1999, the reporting person filed a Schedule 13G
incorrectly reporting that on August 23, 1999, the reporting person had
shared voting power and shared dispositive power over and the aggregate
amount owned beneficially by the reporting person was 1,251,000 shares
of Common Stock, $.01 par value of Central European Media Enterprises, Ltd.,
representing 6.76% of the class. In fact, on August 23, 1999, the
reporting person had shared voting power and shared dispositive power
over and the aggregate amount owned beneficially by the reporting person
was 1,251,000 shares of Common Stock, $.01 par value of Central European
Media Enterprises, Ltd., representing 8.9% of the class.
CUSIP No. G20045103 SCHEDULE 13G Page 5 of 10
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, $.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:
(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);
_____________________
Management
CUSIP No. G20045103 SCHEDULE 13G Page 6 of 10
(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-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);
(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 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.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
_____________________
Bakar
CUSIP No. G20045103 SCHEDULE 13G Page 7 of 10
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 I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
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: February 14, 2003 VALUEVEST MANAGEMENT COMPANY, LLC
By:_________/s/__________________
Mark B. Bakar, Managing Member
CUSIP No. G20045103 SCHEDULE 13G Page 8 of 10
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 PARTNERS, L.P.
By: ValueVest Management Company, LLC,
its General Partner
By:_________/s/__________________
Mark B. Bakar, Managing Member
MARK B. BAKAR
_________/s/__________________
Mark B. Bakar
CUSIP No. G20045103 SCHEDULE 13G Page 9 of 10
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 10
CUSIP No. G20045103 SCHEDULE 13G Page 10 of 10
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, Managing Member
VALUEVEST PARTNERS, L.P.
By: ValueVest Management Company, LLC,
its General Partner
By:_________/s/__________________
Mark B. Bakar, Managing Member
MARK B. BAKAR
_________/s/__________________
Mark B. Bakar