-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GS3niFclCKFrBAd3dZf+SCMUvgh56ki0J6Uj0A+STvj7o4C7Pr7FaVjVIGt4cN5q MhqzQsqdttk5P+WmLfPh1Q== 0000906344-99-000041.txt : 19990902 0000906344-99-000041.hdr.sgml : 19990902 ACCESSION NUMBER: 0000906344-99-000041 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990901 GROUP MEMBERS: MARK B. BAKAR GROUP MEMBERS: VALUEVEST MANAGEMENT COMPANY, LLC GROUP MEMBERS: VALUEVEST PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL EUROPEAN MEDIA ENTERPRISES LTD CENTRAL INDEX KEY: 0000925645 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-45747 FILM NUMBER: 99704787 BUSINESS ADDRESS: STREET 1: 18 D ARBLAY STREET CITY: LONDON W1V 3FP ENGLA STATE: X0 BUSINESS PHONE: 4412961431 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: HAMILTON HM CX CITY: BERMUDA STATE: D0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVEST PARTNERS LP CENTRAL INDEX KEY: 0000949779 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 943226835 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 39TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4152882475 MAIL ADDRESS: STREET 1: 1 SANSOME STREET STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. --------------------------------------- (Name of Issuer) Class A Common Stock, $.01 par value ------------------------------------ (Title of Class of Securities) G20045103 ------------- (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). Page 1 of 8 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) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 6 Shared Voting Power 1,076,000 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 1,076,000 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,076,000 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 5.81% 12 Type Of Reporting Person* PN 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) [x] 3 SEC USE ONLY 4 Citizenship Or Place Of Organization California 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 6 Shared Voting Power 1,251,000 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 1,251,000 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,251,000 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 6.76% 12 Type Of Reporting Person* IA 1 Name Of Reporting Person MARK B. BAKAR IRS Identification No. Of Above Person ###-##-#### 2 Check The Appropriate Box If A Member Of A Group (a) [ ] (b) [x] 3 SEC USE ONLY N/A 4 Citizenship Or Place Of Organization 5 Sole Voting Power -0- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 6 Shared Voting Power 1,251,000 7 Sole Dispositive Power -0- 8 Shared Dispositive Power 1,251,000 9 Aggregate Amount Beneficially Owned By Each Reporting Person 1,251,000 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* 11 Percent Of Class Represented By Amount In Row 9 6.76% 12 Type Of Reporting Person* IN 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. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by this reference herein. Item 2(b). Address of Principal Business Office or, if none, Residence. The address of each of the reporting persons is One Sansome Street, 39th Floor, San Francisco, CA 94104 Item 2(c). Citizenship. Reference is made to Item 1 of each of the cover pages of this Schedule, which Items are incorporated by this reference herein. Item 2(d). Title of Class of Securities. Class A Common Stock, $.0.01 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: (ValueVest Management Company, LLC and Mark B. Bakar are filing pursuant to Section 240.13d- 1(b). The information is provided below for those filers where indicated) (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) (ValueVest Management Company, LLC); (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-1b)(1)(ii)(G) (Mark B. Bakar); (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 made to Items 5-9 and 11 of each of the cover pages to this Schedule, which Items are incorporated by reference herein. The beneficial ownership information provided in those items is as of August 23, 1999. Th date of the event that gives rise to this filing. According to information furnished to the reporting persons by the Issuer, there were 18,506,849 shares of Class A Common Stock issued and outstanding as of August 6, 1999. Voting and investment decisions concerning the above securities are made by ValueVest Management Company, LLC ("Management"), as general partner of ValueVest Partners, L.P. ("Partners") and investment manager for certain other investment management clients of Management. Management may (but may not) make voting or dispositive decisions concurrently for Partners and such other investment management clients. 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. 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, each of the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above on the cover pages of this Schedule 13G 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 its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED: August 31, 1999 MARK B. BAKAR VALUEVEST PARTNERS, L.P. By: /s/ Mark B. Bakar By: /s/ Mark B. Bakar Mark B. Bakar, Mark B. Bakar Managing Member of ValueVest Management Company, LLC, Its General Partner VALUEVEST MANAGEMENT COMPANY, LLC By: /s/ Mark B. Bakar Mark B. Bakar, Managing Member EXHIBIT A JOINT FILING UNDERTAKING The undersigned, being duly 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: August 31, 1999. MARK B. BAKAR VALUEVEST PARTNERS, L.P. By: /s/ Mark B. Bakar By: /s/ Mark B. Bakar Mark B. Bakar, Mark B. Bakar Managing Member of ValueVest Management Company, LLC, Its General Partner VALUEVEST MANAGEMENT COMPANY, LLC By: /s/ Mark B. Bakar Mark B. Bakar, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----