UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
CENTRAL EUROPEAN MEDIA ENTERPRISES, LTD.
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(Name of Issuer)
Class A Common Stock, $.08 par value
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(Title of Class of Securities)
G20045202
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(CUSIP Number)
December 31, 2002
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(Date of Event which Required 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).
SCHEDULE 13G
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Mark A. Riely
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF 541,700
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------------
6 SHARED VOTING POWER
1,198,548
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7 SOLE DISPOSITIVE POWER
541,700
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,198,548
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,740,248
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.8%
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12 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13G
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Curtis L. Alexander
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,400
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------------
6 SHARED VOTING POWER
1,198,548
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,400
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,198,548
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,948
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13G
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Media Group Investors, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OR ORGANIZATION
a Delaware limited partnership
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------------
6 SHARED VOTING POWER
985,180
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
985,180
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,180
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
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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:
(1) Mark A. Riely ("Riely") with respect to the shares of Class A
Common Stock, par value $.08 per share ("Common Stock") of Central European
Media Enterprises, Ltd. (the "Company") which may be deemed to be beneficially
owned by Riely, including 518,700 shares of Common Stock owned of record by
Riely, 17,000 shares of Common Stock owned by an IRA F/B/O Riely (the "Riely
IRA"), 6,000 shares of Common Stock owned by a SEP IRA F/B/O Riely (the "Riely
SEP IRA"), 985,180 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, and 213,368 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.
(2) Curtis L. Alexander ("Alexander") with respect to the shares of
Common Stock of the Company which may be deemed to be beneficially owned by
Alexander, including 1,000 shares of Common Stock owned by an IRA F/B/O
Alexander (the Alexander IRA"), 400 shares of Common Stock owned by a SEP IRA
F/B/O Alexander (the "Alexander SEP IRA"), 985,180 shares of Common Stock owned
by Media Group Investors, L.P., which has a sole general partner, Media Group
Management, Inc., of which Alexander is a 25% shareholder, and 213,368 shares of
Common Stock owned by Media Group Investments, Ltd., which has as its investment
advisor Vercingetorix Corp., of which Alexander is a 50% shareholder.
(3) Media Group Investors, L.P.("MGI LP") with respect to the shares
of Common Stock of the Company owned of record by MGI LP.
(Riely, Alexander and MGI LP are each a "Reporting Person" and,
collectively, the "Reporting Persons".)
Item 2(b). Address of Principal Business Office, or, if None, Residence:
The business address of Riely is 122 East 55th Street, New York,
New York 10022. The business address of Alexander is 365 Boston Post Road, Suite
210, Sudbury, MA 01776. The principal business office of MGI LP is located at
122 East 55th Street, New York, New York 10022.
Item 2(c). Citizenship:
Riely and Alexander are each United States citizens. MGI LP is a
Delaware limited partnership.
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:
G20045202
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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,
(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) As to Riely:
(a) Amount beneficially owned: 1,740,248
(b) Percent of class: 18.8%
(i) Sole power to vote or direct the vote: 541,700
(ii) Shared power to vote or direct the vote: 1,198,548
(iii) Sole power to dispose or direct the disposition: 541,700
(iv) Shared power to dispose or direct the disposition: 1,198,548
As of December 31, 2003, Riely has the sole power to vote and
dispose of 541,700 shares of Common Stock owned of record by Riely, the Riely
IRA and the Riely SEP IRA. Riely has the shared power to vote and dispose of
985,180 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, and 213,368 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.
(B) As to Alexander:
(a) Amount beneficially owned: 1,199,948
(b) Percent of class: 13.0%
(i) Sole power to vote or direct the vote: 1,400
(ii) Shared power to vote or direct the vote: 1,198,548
(iii) Sole power to dispose or direct the disposition: 1,400
(iv) Shared power to dispose or direct the disposition: 1,198,548
As of December 31, 2003, Alexander has the sole power to vote and
dispose of 1,400 shares of Common Stock owned of record by the Alexander IRA and
the Alexander SEP IRA. Alexander has the shared power to vote and dispose of
985,180 shares of Common Stock owned by Media Group Investors, L.P., which has a
sole general partner, Media Group Management, Inc., of which Alexander is a 25%
shareholder, and 213,368 shares of Common Stock owned by Media Group
Investments, Ltd., which has as its investment advisor Vercingetorix Corp., of
which Alexander is a 50% shareholder.
(C) As to MGI LP:
(a) Amount beneficially owned: 985,180
(b) Percent of class: 10.6%
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 985,180
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 985,180
-6-
As of December 31, 2003, MGI LP has the shared power to vote and dispose
of 985,180 shares of Common Stock owned of record by MGI LP.
Item 5. Ownership of Five Percent or Less or a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following [ ].
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.
Item 9. Notice of Dissolution of Group.
Not applicable.
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Item 10. Certification.
Each of the Reporting Persons 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: February 11, 2003
/s/ Mark A. Riely
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Mark A. Riely
/s/ Curtis L. Alexander
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Curtis L. Alexander
MEDIA GROUP INVESTORS, L.P.
By: Media Group Management, Inc.,
its general partner
By: /s/ Mark A. Riely
-----------------------------
Name: Mark A. Riely
Title: President
-8-
EXHIBIT INDEX
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Exhibits
1. Joint Filing Agreement, dated February 11, 2003, among Riely,
Alexander, and MGI LP.
EXHIBIT 1
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JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule
13G with respect to the beneficial ownership of shares of Class A Common Stock,
par value $.08 per share, of Central European Media Enterprises, Ltd. is filed
jointly, on behalf of each of them.
Dated: February 11, 2003 /s/ Mark A. Riely
-----------------------------
Mark A. Riely
/s/ Curtis L. Alexander
-----------------------------
Curtis L. Alexander
MEDIA GROUP INVESTORS, L.P.
By: Media Group Management, Inc.,
its general partner
By: /s/ Mark A. Riely
-----------------------------
Name: Mark A. Riely
Title: President
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