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. 3)
Central European Media Enterprises Ltd.
---------------------------------------
(Name of Issuer)
Class A Common Stock, $.08 par value
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(Title of Class of Securities)
G20045103
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(CUSIP Number)
December 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:
[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 100,800
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 100,800
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 100,800
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 4.4%
12 Type of Reporting Person PN
CUSIP No. G20045103 SCHEDULE 13G Page 3 of 10
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) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization California
NUMBER OF 5 Sole Voting Power 0
SHARES
BENEFICIALLY 6 Shared Voting Power 208,375
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 208,375
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 208,375
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 9.0%
12 Type of Reporting Person IA
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 208,375
OWNED BY
EACH 7 Sole Dispositive Power 0
REPORTING
PERSON WITH 8 Shared Dispositive Power 208,375
9 Aggregate Amount Beneficially Owned by Each
Reporting Person 208,375
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 9.0%
12 Type of Reporting Person IN
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, $.08 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.
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.
_____________________
Bakar
CUSIP No. G20045103 SCHEDULE 13G Page 7 of 10
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 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