Schedule 13-D/A

-----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, MCrmgCfXyV4yjUjOPDtGSalC4mEf70M+ty7BqAyCDGhRtyxPXk0a9OsOSo2rmSi0 xt4CimlAxDp0l0yJxYa79A== 0001193125-08-153579.txt : 20080718 0001193125-08-153579.hdr.sgml : 20080718 20080718161120 ACCESSION NUMBER: 0001193125-08-153579 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080718 DATE AS OF CHANGE: 20080718 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HELLENIC TELECOMMUNICATIONS ORGANIZATION SA CENTRAL INDEX KEY: 0001071170 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50580 FILM NUMBER: 08959551 BUSINESS ADDRESS: STREET 1: 99 KIFISSIAS AVENUE STREET 2: AMAROUSSION CITY: ATHENS GREECE STATE: J3 ZIP: GR 15181 BUSINESS PHONE: 0113019115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE TELEKOM AG CENTRAL INDEX KEY: 0000946770 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D53113 BONN GERMANY STATE: I8 BUSINESS PHONE: 4922818190 MAIL ADDRESS: STREET 1: FRIEDERICH EBERT ALLEE 140 CITY: D 53113 BONN GERMANY STATE: I8 SC 13D/A 1 dsc13da.htm SCHEDULE 13-D/A Schedule 13-D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Hellenic Telecommunications Organization S.A.

(Name of Issuer)

Common Registered Shares, nominal value EUR 2.39 per share

(Title of Class of Securities)

X3258B 102

(CUSIP Number)

Guido Kerkhoff

Senior Vice President

Chief Accounting Officer

Deutsche Telekom AG

Friedrich-Ebert-Allee 140

53113 Bonn, Germany

+49-228-181-0

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 18, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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 13D

CUSIP No. X3258B 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deutsche Telekom AG IRS identification number not applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS BK
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 107,671,713
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 107,671,713
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,671,713
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.967%
14	TYPE OF REPORTING PERSON CO

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This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on May 23, 2008, as previously amended (the “Schedule 13D”), of Deutsche Telekom AG (“DTAG”), with respect to the common registered shares, nominal value EUR 2.39 per share (the “Shares”), of Hellenic Telecommunications Organization S.A. (“OTE”). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

DTAG acquired the 4,394,889 Shares that are the subject of this Amendment through market purchases, at the prices per share described in Item 5. The aggregate amount paid for such Shares was equal to EUR 65,339,322.49. The source of the funds for such payments was existing bilateral lines of credit.

Item 4. Purpose of Transaction.

The acquisitions of Shares described in this Amendment were part of a series of related steps previously described in the Schedule 13D through which DTAG intends to acquire an aggregate of 25% plus one share of the outstanding capital of OTE and, through the arrangements contemplated in the Shareholders’ Agreement, to be able to consolidate OTE pursuant to the provisions of IAS 27 upon completion of the related steps.

Item 5. Interest in Securities of the Issuer.

(a)-(b) As of the date hereof, DTAG directly owns 107,671,713 Shares of OTE, which represents approximately 21.967% of the total outstanding Shares, based on information provided by HR.

(c) Except for the transactions described in the following table, no transactions in Shares of OTE were effected since the filing of the Schedule 13D by DTAG or, to the best of its knowledge, any of the persons listed in Schedule A-1.


Date of Purchase	Number of Shares Purchased	Price per Share	Aggregate Purchase Price
July 4, 2008	456,000	14.95108	6,817,692.48
July 7, 2008	237,000	15.01434	3,558,398.58
July 8, 2008	520,000	14.73259	7,660,946.80
July 9, 2008	149,750	15.16953	2,271,637.12
July 10, 2008	282,000	15.38175	4,337,653.50
July 11, 2008	680,000	15.03687	10,225,071.60
July 14, 2008	380,000	14.90987	5,665,750.60
July 15, 2008	700,000	14.79258	10,354,806.00
July 16, 2008	460,000	14.41937	6,632,910.20
July 17, 2008	530,139	14.74039	7,814,455.61

(d)-(e) Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2008


DEUTSCHE TELEKOM AG

By:		/s/ Guido Kerkhoff
Name:		Guido Kerkhoff
Title:		Senior Vice President Chief Accounting Officer

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EXHIBIT INDEX


Exhibit 1	Letter Agreement between Marfin Investment Group and Deutsche Telekom AG, dated March 15, 2008	*

Exhibit 2	Letter Agreement between Marfin Investment Group and Deutsche Telekom AG, dated April 30, 2008, amending their Letter Agreement, dated March 15, 2008	*

Exhibit 3	Share Purchase Agreement between the Hellenic Republic and Deutsche Telekom AG, dated May 14, 2008	**

Exhibit 4	Shareholders’ Agreement between the Hellenic Republic and Deutsche Telekom AG, dated May 14, 2008	**

*	Previously filed as an Exhibit to the Schedule 13D on May 23, 2008.

**	Previously filed as an Exhibit to Amendment No. 1 to the Schedule 13D on June 20, 2008.

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