Amendment No. 3 to Schedule 13G

-----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, WUojszqeKBXcF79ao0NF5ePcneioowJ6BppqtG/hAzYbOXtgMo7wCzc+SPyqs4vR uk7/Xbi4Qou5JWj2jvd6/A== 0001193125-07-025456.txt : 20070209 0001193125-07-025456.hdr.sgml : 20070209 20070209141048 ACCESSION NUMBER: 0001193125-07-025456 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070209 DATE AS OF CHANGE: 20070209 GROUP MEMBERS: ANASTASIOS P. LEVENTIS GROUP MEMBERS: ANASTASSIS DAVID GROUP MEMBERS: GEORGE A. DAVID GROUP MEMBERS: HARALAMBOS K. LEVENTIS GROUP MEMBERS: KAR-TESS HOLDING S.A. GROUP MEMBERS: LEONIDAS IOANNOU GROUP MEMBERS: SEVERINE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COCA-COLA HELLENIC BOTTLING CO SA CENTRAL INDEX KEY: 0001190713 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78794 FILM NUMBER: 07597072 BUSINESS ADDRESS: STREET 1: CT CORP STREET 2: 111 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-894-8600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOVAL SA CENTRAL INDEX KEY: 0001218287 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 21 BOULEVARD DE LA PETRUSSE STREET 2: BOITE POSTALE 436 CITY: LUXEMBOURG STATE: N4 ZIP: 1-2014 BUSINESS PHONE: 0114412041081 MAIL ADDRESS: STREET 1: 21 BOULEVARD DE LA PETRUSSE STREET 2: BOITE POSTALE 436 CITY: LUXEMBOURG STATE: N4 ZIP: 1-2014 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G Amendment No. 3 to Schedule 13G


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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

COCA-COLA HELLENIC BOTTLING COMPANY S.A.

(Name of Issuer)

Ordinary shares of nominal value of €0.50 per share

(Title and Class of Securities)

1912EP104

(CUSIP Number)

July 27, 2006

(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)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 1912EP104		13G		Page 2 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Kar-Tess Holding S.A. None
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		Luxembourg


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	CO


CUSIP No. 1912EP104		13G		Page 3 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Boval S.A. None
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		Luxembourg


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	CO


CUSIP No. 1912EP104		13G		Page 4 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Severine Ltd. None
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		St. Vincent & The Grenadines


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		71,871,969
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		71,871,969


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	71,871,969
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	29.7%
12	Type of Reporting Person

	CO


CUSIP No. 1912EP104		13G		Page 5 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		George A. David Not Applicable
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	IN


CUSIP No. 1912EP104		13G		Page 6 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Anastasios P. Leventis Not Applicable
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	IN


CUSIP No. 1912EP104		13G		Page 7 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Haralambos K. Leventis Not Applicable
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	IN


CUSIP No. 1912EP104		13G		Page 8 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Leonidas Ioannou None
2		Check the Appropriate Box if a Member of a Group
		Not Applicable
		(a) ¨
		(b) ¨
3		SEC Use Only

4		Citizenship or Place of Organization

		Cyprus


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		2,599,053
		6 Shared Voting Power

		0
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		2,599,053


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	2,599,053
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	1.1%
12	Type of Reporting Person

	IN


CUSIP No. 1912EP104		13G		Page 9 of 19 Pages


1		Name of Reporting Person I.R.S. Identification No. of Above Person

		Anastassis David None
2		Check the Appropriate Box if a Member of a Group
		(a) ¨
		(b) x
3		SEC Use Only

4		Citizenship or Place of Organization

		United Kingdom


Number of Shares Beneficially Owned by Each Reporting Person With		5 Sole Voting Power

		0
		6 Shared Voting Power

		128,613,355
		7 Sole Dispositive Power

		0
		8 Shared Dispositive Power

		128,613,355


9	Aggregate Amount Beneficially Owned by Each Reporting Person

	128,613,355
10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares	¨

11	Percent of Class Represented by Amount in Row (9)

	53.1%
12	Type of Reporting Person

	IN


CUSIP No. 1912EP104		13G		Page 10 of 19 Pages

Item 1

(a).

Name of Issuer:

Coca-Cola Hellenic Bottling Company S.A. (“CCHBC”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

9 Fragoklissias Street

151 25 Maroussi

Athens, Greece

Item 2

(a).

Name of Person(s) Filing:

This Amended Schedule 13G is filed on behalf of Kar-Tess Holding S.A., Boval S.A., Severine, Ltd., Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis, Mr. Leonidas Ioannou and Mr. Anastassis David (collectively, the “Reporting Persons”) with respect to ordinary shares issued by the Coca-Cola Hellenic Bottling Co. (“CCHBC Shares”). Of the Reporting Persons, Kar-Tess Holding S.A., Boval S.A., Severine Ltd. and Mr. Leonidas Ioannou directly own CCHBC Shares as December 31, 2006. In addition, all of the Reporting Persons, with the exception of Severine Ltd. and Mr. Leonidas Ioannou, along with The Coca-Cola Export Corporation, Barlan Inc., Atlantic Industries, Coca-Cola Overseas Parent Limited, and Refreshment Product Services, Inc. (the “Coca-Cola Company Entities”) may be deemed as a group to have beneficial ownership of CCHBC Shares at December 31, 2006 as a result of Kar-Tess Holding S.A. and Boval S.A. (the “Kar-Tess Group”) and the Coca-Cola Companies Entities being signatories to the Shareholders Agreement, dated November 3, 1999, as amended (the “Shareholders Agreement”), a copy of which is attached as Exhibit 3.1, and the first amendment thereto, dated March 3, 2000, which is attached as Exhibit 3.2, to the Form 20-F filed by CCHBC with the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2002, and declared effective with the SEC on October 8, 2002, and the second amendment thereto, dated August 7, 2003, which is attached as Exhibit 9.3 to the Registration Statement on Form F-4, filed by CCHBC and Coca-Cola HBC Finance B.V. with the SEC on November 13, 2003 and declared effective with the SEC on December 19, 2003. Mr. Leonidas Ioannou, who previously served as a member of the Board of Directors of CCHBC as a nominee of the Karr-Tess Group pursuant to the terms of the Shareholders Agreement, resigned from the CCHBC Board on July 27, 2006 and thus no longer may be deemed to be a member of the above-referenced group.

The Shareholders Agreement includes, among other things, the following restrictions on the Kar-Tess Group and the Coca-Cola Company Entities:

Restrictions on Transfer

The Shareholders Agreement prohibits any sale of CCHBC Shares owned by the Kar-Tess Group or the Coca-Cola Company Entities if, as a result of such sale, the combined shareholdings of the Kar-Tess Group and the Coca-Cola Company Entities would not exceed 50% of the outstanding shares of CCHBC. However, the Kar-Tess Group and the Coca-Cola Company Entities have also agreed to negotiate in good faith an agreement that allows transfer of CCHBC Shares below this minimum threshold provided that they continue to jointly control CCHBC.

CUSIP No. 1912EP104

13G

Page 11 of 19 Pages

Composition of CCHBC Board of Directors

The Kar-Tess Group and the Coca-Cola Company Entities agreed in the Shareholders Agreement that the initial composition of the board of directors of CCHBC would be ten directors comprising:

• two directors designated by the Coca-Cola Company Entities;

• four directors designated by the Kar-Tess Group; and

• the remaining directors jointly designated by the Kar-Tess Group and the Coca-Cola Company Entities.

The Kar-Tess Group and the Coca-Cola Company Entities have also agreed to cast the votes attaching to their CCHBC Shares so that each other’s nominees are elected to the CCHBC board of directors and, in the event that there are more or less than ten directors on the CCHBC board, so that the Kar-Tess Group and the Coca-Cola Company Entities maintain their respective proportional representation on the CCHBC board of directors.

Decisions of the CCHBC Board of Directors

The Kar-Tess Group and the Coca-Cola Company Entities have agreed to seek to convene an extraordinary general meeting of the CCHBC shareholders to replace the CCHBC board of directors in the event a resolution is passed by the CCHBC board of directors in circumstances where a representative director of either the Kar-Tess Group or the Coca-Cola Company Entities has voted against such resolution to:

• engage in any business other than the bottling of beverages;

• incur any indebtedness, including in the form of guarantees, or approve capital expenditures in excess of $10 million;

• enter into any arrangements providing for payments or other consideration in excess of $10 million;

• sell, lease, exchange, transfer or otherwise dispose of all or substantially all of the CCHBC assets or sell the majority of the value of the CCHBC assets, if not in the ordinary course of business, unless such sale is in connection with a sale-leaseback transfer;

• appoint the top executive (managing director) of CCHBC; or

• approve the CCHBC annual budget and annual business plan.

Shareholder Approvals

The Kar-Tess Group and the Coca-Cola Company Entities have agreed to consult before every vote, and to vote against any proposal where either of them has indicated its intention to reject such proposal, on any of the following matters:

• a modification of the CCHBC articles of association;

• any increase or decrease of the CCHBC share capital;

• the merger or consolidation of CCHBC with or into another company;


CUSIP No. 1912EP104		13G		Page 12 of 19 Pages

• the liquidation or dissolution of CCHBC; or

• the general assignment for the benefit of creditors of, or the appointment of a custodian, receiver or trustee for, any part of the CCHBC assets.

The Kar-Tess Group and the Coca-Cola Company Entities also entered into a supplemental agreement on March 3, 2000, a copy of which is attached as Exhibit 3.2 to the Form 20-F filed by CCHBC with the SEC on October 8, 2002, providing that, notwithstanding the termination of the Shareholders Agreement, for so long as any of the Kar-Tess Group or the Coca-Cola Company Entities is a shareholder in CCHBC, each of the Kar-Tess Group and the Coca-Cola Company Entities will vote their CCHBC Shares against any proposal to liquidate or dissolve CCHBC unless they have separately agreed to the contrary.

On August 7, 2003, the Kar-Tess Group and the Coca-Cola Entities entered into a second supplemental agreement, a copy of which is attached as Exhibit 9.3 to the Registration Statement on Form F-4, filed by CCHBC and Coca-Cola HBC Finance B.V. with the SEC on November 13, 2003, which amended the Shareholders’ Agreement to provide that the Kar-Tess Group will give the Coca-Cola Entities ten days prior notice of any proposed acquisition of CCHBC Shares, and that the Coca-Cola Entities will give the Kar-Tess Group ten days prior notice of any proposed acquisition of CCHBC Shares. The Shareholders’ Agreement was further amended to provide that in the event of a tied vote of the Board of Directors of CCHBC, that the Chairman of the Board of Directors of CCHBC shall have the deciding vote.

Termination

The Shareholders Agreement will remain in force unless terminated by either the Kar-Tess Group or the Coca-Cola Company Entities on three months’ written notice.

Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis, Mr. Leonidas Iaonnou and Mr. Anastassis David each expressly disclaim any beneficial ownership interest in CCHBC Shares owned by Kar-Tess Holding S.A., Boval, S.A. or Severine Ltd., and the filing of this Schedule 13G shall not be construed as an admission that they are the beneficial owners of CCHBC Shares owned by Kar-Tess Holding S.A., Boval, S.A or Severine Ltd. The Reporting Persons each also expressly disclaim any beneficial ownership interest in CCHBC Shares owned by the Coca-Cola Company Entities and the filing of this Schedule 13G shall not be construed as an admission that they are the beneficial owners of the CCHBC Shares owned by the Coca-Cola Company Entities. As disclosed above, Mr. Ioannou resigned from the CCHBC Board on July 27, 2006 and thus may no longer be deemed a member of the above-references group.

Item 2(b). Address of Principal Business Office:

The principal business office of Kar-Tess Holding S.A. is 21, Boulevard de la Pétrusse, Boite Postale 436, L-2014 Luxembourg. The principal business office of Boval S.A., is 21, Boulevard de la Pétrusse, Boite Postale 436, L-2014 Luxembourg. The principal business office of Severine Ltd. is Trust House, 112 Bonadie Street, Kingstown, St. Vincent. The principal business office of George A. David is 9 Fragoklissias Str., 15 125 Maroussi, Athens, Greece. The principal business office of Anastasios P. Leventis is West Africa House, Hanger Lane, W5 3QR Ealing, London, England. The principal


CUSIP No. 1912EP104		13G		Page 13 of 19 Pages

business office of Haralambos K. Leventis is West Africa House, Hanger Lane, W5 3QR Ealing, London, England. The principal business office of Leonidas Ioannou is 9 Fragoklissias Str., 15 125 Maroussi, Athens, Greece. The principal business office of Anastassis David is 9, Frangoklissias Str., 151 25 Maroussi, Athens, Greece.

Item 2

(c).

Citizenship:

Kar-Tess S.A. – Luxembourg

Boval S.A. – Luxembourg

Severine Ltd. – St. Vincent & The Grenadines

George A. David – United Kingdom

Anastasios P. Leventis – United Kingdom

Haralambos K. Leventis – United Kingdom

Leonidas Ioannou – Cyprus

Anastassis David – United Kingdom

Item 2

(d).

Title of Class of Securities:

Ordinary shares of nominal value of €0.50 per share. CCHBC ordinary shares are traded in the United States in the form of American Depositary Shares (“ADSs”). Each ADS represents one ordinary share. The ADSs are evidenced by American Depositary Receipts, which are traded on The New York Stock Exchange.

Item 2

(e).

CCHBC ordinary shares have the following CUSIP Number: 1912EP104.

Item 3

Not applicable.

Item 4

(a).

Amount Beneficially Owned:

As of December 31, 2006, Kar-Tess Holding S.A. may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

As of December 31, 2006, Boval S.A. may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

As of December 31, 2006, Severine Ltd. may be deemed the beneficial owner of 71,871,969 CCHBC ordinary shares.

As of December 31, 2006, George A. David may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

As of December 31, 2006, Anastasios P. Leventis may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

As of December 31, 2006, Haralambos K. Leventis may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

As of December 31, 2006, Leonidas Ioannou may be deemed the beneficial owner of 2,599,053 CCHBC ordinary shares. As of December 31, 2006, Mr. Ioannou no longer may be deemed to be a member of the group.


CUSIP No. 1912EP104		13G		Page 14 of 19 Pages


		As of December 31, 2006, Anastassis David may be deemed the beneficial owner of 128,613,355 CCHBC ordinary shares.

Item 4	(b).	Percent of Class: The Reporting Persons, with the exception of Severine Ltd. and Mr. Leonidas Ioannou, may be deemed to beneficially own approximately 53.4% of the total outstanding number of CCHBC ordinary shares, Severine Ltd. may be deemed to beneficially own approximately 29.9% of the total outstanding number of CCHBC ordinary shares and Mr. Leonidas Ioannou may be deemed to beneficially own approximately 1.1% of the total outstanding number of CCHBC ordinary shares, all based upon the number of CCHBC ordinary shares outstanding on February 9, 2007. Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis, Mr. Leonidas Iounnou and Mr. Anastassis David each expressly disclaim any beneficial ownership interest in CCHBC ordinary shares owned by Kar-Tess Holding S.A., Boval, S.A. or Severine Ltd., and the filing of this Schedule 13G shall not be construed as an admission that they are the beneficial owners of CCHBC ordinary shares owned by Kar-Tess Holding S.A., Severine Ltd. or Boval, S.A. The Reporting Persons each also expressly disclaim any beneficial ownership interest in CCHBC ordinary shares owned by the Coca-Cola Company Entities and the filing of this Schedule 13G shall not be construed as an admission that they are the beneficial owners of the CCHBC ordinary shares owned by the Coca-Cola Company Entities. As disclosed above, Mr. Ioannou resigned from the CCHBC Board on July 27, 2006 and thus may no longer be deemed a member of the above-references group.

Item 4	(c).	Number of shares as to which Kar-Tess Holding S.A. has:

		(i)	sole power to vote or direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 128,613,355

		(iii)	the sole power to dispose of or to direct the disposition of: 0

		(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

		Number of shares as to which Boval S.A. has:

		(i)	sole power to vote or direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 128,613,355

		(iii)	sole power to dispose of or to direct the disposition of: 0

		(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

		Number of shares as to which Severine Ltd. has:

		(i)	sole power to vote or direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 71,871,969

		(iii)	sole power to dispose of or to direct the disposition of: 0

		(iv) shared power to dispose of or to direct the disposition of:

			71,871,969

		Number of shares as to which George A. David has:

		(i)	sole power to vote or direct the vote: 0

		(ii)	shared power to vote or to direct the vote: 128,613,355


CUSIP No. 1912EP104		13G		Page 15 of 19 Pages



	(iii)	sole power to dispose of or to direct the disposition of: 0 0

	(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

	Number of shares as to which Anastasios P. Leventis has:

	(i)	sole power to vote or direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 128,613,355

	(iii)	sole power to dispose of or to direct the disposition of: 0

	(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

	Number of shares as to which Haralambos K. Leventis has:

	(i)	sole power to vote or direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 128,613,355

	(iii)	sole power to dispose of or to direct the disposition of: 0

	(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

	Number of shares as to which Leonidas Ioannou has:

	(i)	sole power to vote or direct the vote: 2,599,053

	(ii)	shared power to vote or to direct the vote: 0

	(iii)	sole power to dispose of or to direct the disposition of: 0

	(iv)	shared power to dispose of or to direct the disposition of: 2,599,053

	Number of shares as to which Anastassis David has:

	(i)	sole power to vote or direct the vote: 0

	(ii)	shared power to vote or to direct the vote: 128,613,355

	(iii)	sole power to dispose of or to direct the disposition of: 0

	(iv)	shared power to dispose of or to direct the disposition of: 128,613,355

Item 5.	Ownership of Five Percent or Less of a Class:

	If this statement is being used to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x As disclosed above, Mr. Ioannou resigned from the CCHBC Board on July 27, 2006 and thus may no longer be deemed a member of the above-references group.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	No other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of CCHBC ordinary shares covered by this Schedule 13G.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	Not applicable.


CUSIP No. 1912EP104		13G		Page 16 of 19 Pages

Item 8.

Identification and Classification of Members of the Group:

The Reporting Persons, with the exception of Mr. Leonidas Ioannou, may be deemed to be a part of a group of persons, listed on Exhibit 1, jointly holding beneficial ownership of CCHBC ordinary shares. The Reporting Persons are not responsible for the completeness and accuracy of the information concerning the Coca-Cola Company Entities.

Item 9.

Notice of Dissolution of the Group:

See response to Item 5 with respect to the removal of Mr. Ioannou from the group of persons jointly filing this Schedule 13G.


CUSIP No. 1912EP104		13G		Page 17 of 19 Pages

SIGNATURE

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


Date: February 6, 2007	KAR-TESS HOLDING S.A.

	By	George A. David*
	Name:	George A. David
	Title:	Director

Date: February 6, 2007	By	Anastasios P. Leventis*
	Name:	Anastasios P. Leventis
	Title:	Director

Date: February 6, 2007	BOVAL S.A.

	By	P.K. Oesch*
	Name:	P.K. Oesch
	Title:	Director

	By	Ernst Wickihalder*
	Name:	Ernst Wickihalder
	Title:	Director

Date: February 6, 2007	SEVERINE LTD.

	By	Ryan Rudolph*
	Name:	Ryan Rudolph
	Title:	Authorized Secretary

Date: February 6, 2007		Anastasios P. Leventis*
		Anastasios P. Leventis

Date: February 6, 2007		Haralambos K. Leventis*
		Haralambos K. Leventis

Date: February 6, 2007		/s/ Leonidas Ioannou
		Leonidas Ioannou


CUSIP No. 1912EP104		13G		Page 18 of 19 Pages


Date: February 6, 2007		Anastassis David*
		Anastassis David

*Date: February 6, 2007		/s/ Jeremy Downward
		Jeremy Downward
		Attorney-in-Fact


CUSIP No. 1912EP104		13G		Page 19 of 19 Pages

Exhibit Index



Exhibit 1		List of Group Members provided in response to Item 8 of this Schedule 13G.

Exhibit 2		Joint Filing Agreement, dated February 6, 2007, by and among Kar-Tess Holding S.A., Boval S.A., Severine Ltd., George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David.

Exhibit 3		Power of Attorney, dated February 12, 2003, by and among Kar-Tess Holding S.A., Boval S.A., Severine Ltd., Socomex S.A., George A. David, Anastasios P. Leventis and Haralambos K. Leventis.*

Exhibit 4		Power of Attorney, dated February 5, 2007, by Anastassis David.

*	Incorporated by reference to the statement on Schedule 13G of Kar-Tess Holding S.A., Boval S.A., Severine Ltd., Socomex S.A., George A. David, Anastasios P. Leventis and Haralambos K. Leventis filed with the SEC on February 12, 2003.

EX-99.1 2 dex991.htm LIST OF GROUP MEMBERS PROVIDED IN RESPONSE TO ITEM 8 List of Group Members provided in response to Item 8

Exhibit 1


CUSIP No. 1912EP104		13G

Group Members

Kar-Tess Holding S.A.

Boval S.A.

Severine Ltd.

The Coca-Cola Export Corporation

Barlan Inc.

Atlantic Industries

Coca-Cola Overseas Parent Ltd

Refreshment Product Services, Inc.

Mr. George A. David

Mr. Haralambos K. Leventis

Mr. Anastasios P. Leventis

Mr. Anastassis David

EX-99.2 3 dex992.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 2

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing amendment to the statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.


Date: February 6, 2007	KAR-TESS HOLDING S.A.

	By	George A. David*
	Name:	George A. David
	Title:	Director

Date: February 6, 2007	BOVAL S.A.

	By	P.K. Oesch*
	Name:	P.K. Oesch
	Title:	Director

	By	Ernst Wickihalder*
	Name:	Ernst Wickihalder
	Title:	Director

Date: February 6, 2007	SEVERINE LTD.

	By	Ryan Rudolph*
	Name:	Ryan Rudolph
	Title:	Director

Date: February 6, 2007	George A. David*
	George A. David

Date: February 6, 2007	Anastasios P. Leventis*
	Anastasios P. Leventis

Date: February 6, 2007	Haralambos K. Leventis*
	Haralambos K. Leventis

Date: February 6, 2007	Anastassis David*
	Anastassis David


Date: February 6, 2007		/s/ Leonidas Ioannou
		Leonidas Ioannou

Date: February 6, 2007		/s/ Jeremy Downward
		Jeremy Downward Attorney-in-fact*

EX-99.4 4 dex994.htm POWER OF ATTORNEY Power of Attorney

Exhibit 4

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that Mr. Anastassis David hereby makes, constitutes and appoints Anastasios I. Leventis and Jeremy Downward as his true and lawful attorneys with power to act without any other and with full power of substitution, to prepare, execute, deliver and file in their name and on his behalf, all filings required under Section 13 of the Securities Exchange Act of 1934, and all exhibits thereto and all documents in support thereof or supplemental thereto, and any and all amendments or supplements to the foregoing, hereby ratifying and confirming all acts and things which said attorneys or attorney might do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, Mr. Anastassis David has caused this power of attorney to be signed on his behalf as of the date indicated below.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.


Date: February 5, 2007		/s/ Anastassis David
		Anastassis David

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