0001104659-11-006925.txt : 20110214 0001104659-11-006925.hdr.sgml : 20110214 20110211174327 ACCESSION NUMBER: 0001104659-11-006925 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110211 GROUP MEMBERS: ANASTASIOS P. LEVENTIS GROUP MEMBERS: ANASTASSIS DAVID GROUP MEMBERS: GEORGE A. DAVID GROUP MEMBERS: HARALAMBOS K. LEVENTIS 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: 11600842 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: Kar-Tess Holding S.A. CENTRAL INDEX KEY: 0001512222 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 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: L-2014 BUSINESS PHONE: 352 488 1811 MAIL ADDRESS: STREET 1: 21 BOULEVARD DE LA PETRUSSE STREET 2: BOITE POSTALE 436 CITY: LUXEMBOURG STATE: N4 ZIP: L-2014 SC 13G/A 1 a11-5742_1sc13ga.htm SC 13G/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)

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)

December 6, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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.

SEC 1745(12-02)

CUSIP No. 1912EP104						13G

	1	Name of Reporting Person Kar-Tess Holding I.R.S. Identification No. of Above Person 98-0678312

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 170,467,097

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 170,467,097

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 170,467,097

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11	Percent of Class Represented by Amount in Row (9) 47.00%

	12	Type of Reporting Person CO

CUSIP No. 1912EP104						13G

	1	Name of Reporting Person George A. David I.R.S. Identification No. of Above Person Not Applicable

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 170,467,097

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 170,467,097

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 170,467,097

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11	Percent of Class Represented by Amount in Row (9) 47.00%

	12	Type of Reporting Person IN

CUSIP No. 1912EP104						13G

	1	Name of Reporting Person Anastasios P. Leventis I.R.S. Identification No. of Above Person Not Applicable

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 170,467,097

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 170,467,097

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 170,467,097

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11	Percent of Class Represented by Amount in Row (9) 47.00%

	12	Type of Reporting Person IN

CUSIP No. 1912EP104						13G

	1	Name of Reporting Person Haralambos K. Leventis I.R.S. Identification No. of Above Person Not Applicable

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 170,467,097

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 170,467,097

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 170,467,097

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11	Percent of Class Represented by Amount in Row (9) 47.00%

	12	Type of Reporting Person IN

CUSIP No. 1912EP104						13G

	1	Name of Reporting Person Anastassis David I.R.S. Identification No. of Above Person None

	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 170,467,097

			7		Sole Dispositive Power 0

			8		Shared Dispositive Power 170,467,097

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 170,467,097

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11	Percent of Class Represented by Amount in Row (9) 47.00%

	12	Type of Reporting Person IN

CUSIP No. 1912EP104

13G


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 the Reporting Persons as defined above, a group which includes Kar-Tess Holding, Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David (the “Kar-Tess Group”), with respect to the CCHBC Shares. Of the Reporting Persons, only Kar-Tess Holding directly owns CCHBC Shares as of December 31, 2010. All of the Reporting Persons, along with The Coca-Cola Export Corporation, Barlan, Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd, Refreshment Product Services, Inc. and CCHBC Grouping, Inc. (the “Coca-Cola Company Entities”) may be deemed as a group to have beneficial ownership of CCHBC Shares at December 31, 2010 as a result of Kar-Tess Holding and the Coca-Cola Companies Entities being signatories to the Shareholders’ Agreement, dated November 3, 1999, as amended (the “Shareholders’ Agreement”), which was filed as Exhibit 3.1, and the first amendment thereto, dated March 3, 2000, which was filed 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, the second amendment thereto, dated August 7, 2003, which was filed 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 and the Amended and Restated Shareholders’ Agreement (the “Amended and Restated Shareholders’ Agreement”), dated December 29, 2008, between Kar-Tess Holding and the Coca-Cola Company Entities. On December 29, 2008, Kar-Tess Holding and the Coca-Cola Company Entities entered into the Amended and Restated Shareholders’ Agreement, which was filed as Ex hibit 3.5 to the Form 20-F filed by CCHBC with the SEC on June 30, 2009, and which amends and restates in its entirety the Shareholders’ Agreement and the first amendment and second amendment thereto. The Amended and Restated Shareholders’ Agreement extends the Shareholders’ Agreement until December 31, 2018 and also restricts the sale of ordinary shares held in CCHBC owned by the Kar-Tess Group and the Coca-Cola Company Entities. Under the Amended and Restated Shareholders’ Agreement, the combined holdings of the Kar-Tess Group and the Coca-Cola Company Entities will not fall below 44%, or 40% after December 31, 2013. However, Kar-Tess Holding and the Coca-Cola Company Entities have also agreed in the Amended and Restated Shareholders’ Agreement that in the event a party seeks to reduce the combined shareholding below such level they will negotiate in good faith an agreement that allows transfer of CCHBC Shares below this minimum threshold provided that they continue to jointly control CCHBC. Kar-Tess Holding transferred on December 6, 2010, beneficial ownership of 22,453,254 ordinary shares of CCHBC, representing 6.13% of the total number of ordinary shares and voting rights of CCHBC, to entities and individuals none of whom remain members of the Kar-Tess Group. Kar-Tess Holding believes that none of these entities or individuals beneficially owns, directly or indirectly, more than 2% of the outstanding ordinary shares and voting rights of CCHBC. Following this restructuring, the Kar-Tess Group beneficially owns 23.53% of the outstanding ordinary shares and voting rights of CCHBC.

CUSIP No. 1912EP104

13G

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

Restrictions on Transfer

The Amended and Restated 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, (i) the combined shareholdings of the Kar-Tess Group and the Coca-Cola Company Entities would not exceed 44% (40% after December 31, 2013), (ii) the shareholding of the Coca-Cola Company Entities would not exceed 22% (20% after December 31, 2013) or (iii) the shareholding of the Kar-Tess Group would not exceed 22% (20% after December 31, 2013), of the outstanding shares of CCHBC. However, Kar-Tess Holding and the Coca-Cola Company Entities have also agreed to negotiate in good faith an agreement that allows transfer of CCHBC Shares below the 44% (40% after December 31, 2013) minimum threshold provided that they continue to jointly control CCHBC in the event a party seeks to reduce the combined sharehol ding below such level.

Kar-Tess Holding will give the Coca-Cola Company Entities ten days prior notice of any proposed acquisition of CCHBC Shares by Kar-Tess Holding or its affiliates, and the Coca-Cola Company Entities will give Kar-Tess Holding ten days prior notice of any proposed acquisition of CCHBC Shares by the Coca-Cola Company Entities or their affiliates. In the event of a tied vote of the board of directors of CCHBC, the Chairman of the board of directors of CCHBC shall have the deciding vote.

Composition of CCHBC Board of Directors

Kar-Tess Holding and the Coca-Cola Company Entities agreed in the Amended and Restated Shareholders’ Agreement that the composition of the board of directors of CCHBC would be twelve directors, comprising:

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

· four directors, including the chairman of the board of directors, designated by Kar-Tess Holding; and

· the remaining directors jointly designated by Kar-Tess Holding and the Coca-Cola Company Entities.

Kar-Tess Holding 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 twelve directors on the CCHBC board, so that Kar-Tess Holding and the Coca-Cola Company Entities maintain their respective proportional representation on the CCHBC board of directors.

Decisions of the CCHBC Board of Directors

Kar-Tess Holding 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 Kar-Tess Holding or the Coca-Cola Company Entities has voted against such resolution to:

· engage in any business other than the bottling of beverages and any business incidental to this business;

CUSIP No. 1912EP104

13G

· incur any indebtedness, including in the form of guarantees, or approve capital expenditures in excess of €30 million;

· enter into any arrangements providing for payments or other consideration in excess of €30 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 or dismiss the managing director of CCHBC; or

· approve the CCHBC annual budget and annual business plan.

Shareholder Approvals

Kar-Tess Holding 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;

· 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 all or any part of the CCHBC assets.

Termination

The Amended and Restated Shareholders’ Agreement will remain in force unless there is a breach of the Amended and Restated Shareholders’ Agreement and the non-breaching party elects to terminate the agreement, Kar-Tess Holding and the Coca-Cola Company Entities agree in writing to terminate the agreement or CCHBC ceases to exist. The Amended and Restated Shareholders’ Agreement will have a five year term and expire on December 31, 2013, with an automatic renewal for a further five year term expiring on December 31, 2018. After December 31, 2018, the Amended and Restated Shareholders’ Agreement may be terminated by either Kar-Tess Holding or the Coca-Cola Company Entities on three months’ written notice.

Notwithstanding the termination of the Amended and Restated Shareholders’ Agreement, for so long as any of Kar-Tess Holding or the Coca-Cola Company Entities is a shareholder in CCHBC, each of Kar-Tess Holding 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.

Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David each expressly disclaim any beneficial ownership interest in CCHBC Shares owned by Kar-Tess Holding, 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. The Reporting Persons each also expressly disclaim any beneficial ownership interest in CCHBC Shares owned by the Coca-Cola Company Entities

CUSIP No. 1912EP104

13G

		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.
Item 2(b).		Address of Principal Business Office:
		The principal business office of Kar-Tess Holding is 21, Boulevard de la Pétrusse, Boite Postale 436, L-2014 Luxembourg. 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 business office of Haralambos K. Leventis is West Africa House, Hanger Lane, W5 3QR Ealing, London, England. The principal business office of Anastassis David is 9, Fragoklissias Str., 151 25 Maroussi, Athens, Greece. All calculations are based upon 362,706,305 shares of the Issuer’s common stock being issued and outstanding for purposes of Greek law on February 2, 2011, which is the most current data of which the Reporting Persons are aware.
Item 2(c).		Citizenship:
		Kar-Tess Holding – Luxembourg George A. David – United Kingdom Anastasios P. Leventis – United Kingdom Haralambos K. Leventis – United Kingdom 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 represented by American Depositary Shares have the following
		CUSIP Number: 1912EP104.

Item 3.		Not applicable.

Item 4(a).	Amount Beneficially Owned:
	As of December 31, 2009, Kar-Tess Holding may be deemed the beneficial owner of 170,467,097 CCHBC ordinary shares. As of December 31, 2009, George A. David may be deemed the beneficial owner of 170,467,097 CCHBC ordinary shares. As of December 31, 2009, Anastasios P. Leventis may be deemed the beneficial owner of 170,467,097 CCHBC ordinary shares. As of December 31, 2009, Haralambos K. Leventis may be deemed the beneficial owner of 170,467,097 CCHBC ordinary shares.

CUSIP No. 1912EP104

13G

	As of December 31, 2009, Anastassis David may be deemed the beneficial owner of 170,467,097 CCHBC ordinary shares.
4(b).	Percent of Class:
	The Reporting Persons may be deemed to beneficially own approximately 47.00% of the total outstanding number of CCHBC ordinary shares, based upon the number of CCHBC ordinary shares outstanding on February 2, 2011, which is the most current data of which the Reporting Persons are aware. Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David each expressly disclaim any beneficial ownership interest in CCHBC ordinary shares owned by Kar-Tess Holding, 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. 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.
4(c).	Number of shares as to which Kar-Tess Holding has:
	(i)	sole power to vote or direct the vote: 0
	(ii)	shared power to vote or to direct the vote: 170,467,097
	(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: 170,467,097
	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: 170,467,097
	(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: 170,467,097
	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: 170,467,097
	(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: 170,467,097
	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: 170,467,097
	(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: 170,467,097
	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: 170,467,097
	(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: 170,467,097

CUSIP No. 1912EP104

13G


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: o

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.

Item 8.	Identification and Classification of Members of the Group:
The Reporting Persons 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:
Not applicable.

CUSIP No. 1912EP104

13G

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 11, 2011	KAR-TESS HOLDING


	By	/s/ George A. David
		Name: George A. David
		Title: Director


Date: February 11, 2011	By	/s/ Anastasios P. Leventis
		Name: Anastasios P. Leventis
		Title: Director


Date: February 11, 2011		/s/ Anastasios P. Leventis
		Anastasios P. Leventis


Date: February 11, 2011		/s/ Haralambos K. Leventis
		Haralambos K. Leventis


Date: February 11, 2011		/s/ Anastassis David
		Anastassis David


Date: February 11, 2011		/s/ George A. David
		George A. David

CUSIP No. 1912EP104

13G

Exhibit Index

Exhibit 1

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

EX-1 2 a11-5742_1ex1.htm EX-1

Exhibit 1

Group Members

Kar-Tess Holding
The Coca-Cola Export Corporation
Barlan, Inc.
Atlantic Industries
Coca-Cola Overseas Parent Ltd
Refreshment Product Services, Inc.
CCHBC Grouping Inc.
Mr. George A. David
Mr. Haralambos K. Leventis
Mr. Anastasios P. Leventis
Mr. Anastassis David