UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
G20045103
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(CUSIP Number)
December 31, 2003
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(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 8
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 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 0
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0%
12 Type of Reporting Person IA
CUSIP No. G20045103 SCHEDULE 13G Page 3 of 8
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) [ ]
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 0
OWNED BY EACH
REPORTING 7 Sole Dispositive Power 0
PERSON WITH
8 Shared Dispositive Power 0
9 Aggregate Amount Beneficially Owned by Each Reporting
Person 0
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares [ ]
11 Percent of Class Represented by Amount in Row 9 0%
12 Type of Reporting Person IN
CUSIP No. G20045103 SCHEDULE 13G Page 4 of 8
Item 1(a). Name of Issuer:
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Central European Media Enterprises Ltd. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
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Clarendon House, Church Street
Hamilton
HM CX Bermuda
Item 2(a). Names of Persons Filing:
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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:
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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:
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Class A Common Stock, $.08 par value ("Common Stock")
Item 2(e). CUSIP Number:
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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).
CUSIP No. G20045103 SCHEDULE 13G Page 5 of 8
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] 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).
Item 4. Ownership.
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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.
Item 5. Ownership of Five Percent or Less of a Class.
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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].
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.
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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 6 of 8
Item 10. Certifications.
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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.
Signatures
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 10, 2004 VALUEVEST MANAGEMENT COMPANY, LLC
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 7 of 8
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 8
CUSIP No. G20045103 SCHEDULE 13G Page 8 of 8
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 10, 2004 VALUEVEST MANAGEMENT COMPANY, LLC
By:/s/ Mark B. Bakar
------------------------------
Mark B. Bakar, Managing Member
MARK B. BAKAR
/s/ Mark B. Bakar
---------------------------------
Mark B. Bakar