UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3) (Exit Filing)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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 which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

 

 

 

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Item 1.         Security and Issuer.

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and restates the statement on Schedule 13D originally filed by Coca-Cola HBC AG (“CCHBC”), Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd. and Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David (the “Original Reporting Persons”) with the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2012 (the “Original Schedule 13D”), as amended and restated by Amendment No. 1 to Schedule 13D filed by the Original Reporting Persons with the SEC on February 25, 2013 (“Amendment No. 1”) and further amended and restated by Amendment No. 2 to Schedule 13D filed by the Reporting Persons (as defined in Item 2) with the SEC on March 7, 2013 (“Amendment No. 2”), and relates to the ordinary shares of nominal value €1.01 per ordinary share of Coca-Cola Hellenic Bottling Company, S.A., a Greek corporation (“Coca-Cola Hellenic”), and American depositary shares (“ADSs”), each representing one ordinary share of Coca-Cola Hellenic.  The Original Schedule 13D, as amended and restated by Amendment No. 1 and Amendment No. 2, is referred to herein as the “Current Schedule 13D”.  This Amendment amends and restates the Current Schedule 13D in its entirety (the “Schedule 13D”).

 

Kar-Tess Holding, Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David previously filed a statement on Schedule 13G to report their ownership of certain of the securities reported herein.

 

The principal executive offices of Coca-Cola Hellenic are located at 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece.

 

Kar-Tess Holding tendered all of its 85,355,019 ordinary shares of Coca-Cola Hellenic in exchange for 85,355,019 ordinary shares of CCHBC in the Greek Exchange Offer (as defined in Item 4) on the same terms and conditions as other Coca-Cola Hellenic shareholders. Following settlement of the Exchange Offer on April 26, 2013, none of the Reporting Persons own any ordinary shares of Coca-Cola Hellenic. This is the final amendment to the Schedule 13D and an exit filing for each of the Reporting Persons.

 

Item 2.         Identity and Background.

 

This Schedule 13D is being jointly filed by Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd., Boval Limited, Lavonos Ltd., Torval Investment Corp., Truad Verwaltungs AG, in its capacity as trustee of a private discretionary trust established for the primary benefit of present and future members of the family of the late Anastasios George Leventis, and Mr. George A. David, Mr. Haralambos K. Leventis, Mr. Anastasios P. Leventis and Mr. Anastassis David (collectively, the “Reporting Persons”).

 

Kar-Tess Holding

 

Kar-Tess Holding is a Société à responsabilité Limitée organized under the laws of Luxembourg.  The principal business of Kar-Tess Holding is to operate as a holding company.  The principal business and office address of Kar-Tess Holding is 21, Boulevard de la Pétrusse, L-2320 Luxembourg.  The name, business address, present principal occupation or employment, and citizenship of each director of Kar-Tess Holding (including Reporting Persons that are directors of Kar-Tess Holding) are set forth on Schedule I attached hereto, and are incorporated herein by reference.  Kar-Tess Holding does not have any executive officers.

 

During the last five years, neither Kar-Tess Holding nor, to the knowledge of Kar-Tess Holding, any of the persons set forth on Schedule I attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Boval S.A.

 

Boval S.A. is the majority shareholder of Kar-Tess Holding. Boval S.A. is a corporation organized under the laws of Luxembourg.  The principal business of Boval S.A. is to operate as a holding company.  The principal business and office address of Boval S.A. is 21, Boulevard de la Pétrusse, L-2320 Luxembourg.  The name, business address, present principal occupation or employment, and citizenship of each director of Boval S.A. (including Reporting Persons that are directors of Boval S.A.) are set forth on Schedule II attached hereto, and are incorporated herein by reference.  Boval S.A. does not have any executive officers.

 

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During the last five years, neither Boval S.A. nor, to the knowledge of Boval S.A., any of the persons set forth on Schedule II attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Usoni S.A.

 

Usoni S.A. is, along with O&R Holdings Ltd., a minority shareholder of Kar-Tess Holding.  Usoni S.A. is a corporation organized under the laws of Panama.  The principal business of Usoni S.A. is to operate as a holding company.  The principal business and office address of Usoni S.A. is Via General Nicanor A. de Obarrio, 50th Street, Bancomer Plaza, 4th Floor, Panama City, Panama.  The name, business address, present principal occupation or employment, and citizenship of each director of Usoni S.A. are set forth on Schedule III attached hereto, and are incorporated herein by reference.  Usoni S.A. does not have any executive officers.

 

During the last five years, neither Usoni S.A. nor, to the knowledge of Usoni S.A., any of the persons set forth on Schedule III attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

O&R Holdings Ltd.

 

O&R Holdings Ltd. is, along with Usoni S.A., a minority shareholder of Kar-Tess Holding.  O&R Holdings Ltd. is a corporation organized under the laws of the British Virgin Islands.  The principal business of O&R Holdings Ltd. is to operate as a holding company.  The principal business and office address of O&R Holdings Ltd. is 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands.  The name, business address, present principal occupation or employment, and citizenship of each director of O&R Holdings Ltd. are set forth on Schedule IV attached hereto, and are incorporated herein by reference.  O&R Holdings Ltd. does not have any executive officers.

 

During the last five years, neither O&R Holdings Ltd. nor, to the knowledge of O&R Holdings Ltd., any of the persons set forth on Schedule IV attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Boval Limited

 

Boval Limited is the sole shareholder of Boval S.A.  Boval Limited is a limited liability company organized under the laws of the Republic of Cyprus.  The principal business of Boval Limited is to operate as a holding company.  The principal business and office address of Boval Limited is Christodoulou Chatzipavlou 221, Helios Court, 1 st Floor, 3036 Limassol, Cyprus.  The name, business address, present principal occupation or employment and domicile of the director of Boval Limited are set forth on Schedule V attached hereto, and are incorporated herein by reference.  Boval Limited does not have any executive officers.

 

During the last five years, neither Boval Limited nor, to the knowledge of Boval Limited, any of the persons set forth on Schedule V attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Lavonos Ltd.

 

Lavonos Ltd. is the sole shareholder of Boval Limited, as nominee for Torval Investment Corp.  Lavonos Ltd. is a corporation organized under the laws of the British Virgin Islands.  The principal business of Lavonos Ltd. is to operate as a holding company.  The principal business and office address of Lavonos Ltd. is 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands.  The name, business address, present principal occupation or employment, and citizenship of each director of Lavonos Ltd. are set forth on Schedule VI attached hereto, and are incorporated herein by reference.  Lavonos Ltd. does not have any executive officers.

 

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During the last five years, neither Lavonos Ltd. nor, to the knowledge of Lavonos Ltd., any of the persons set forth on Schedule VI attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Torval Investment Corp.

 

Torval Investment Corp. is the sole shareholder of Lavonos Ltd.  Torval Investment Corp. is a corporation organized under the laws of The Bahamas.  The principal business of Torval Investment Corp. is to operate as a holding company.  The principal business and office address of Torval Investment Corp. is Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence, The Bahamas.  The name, business address, present principal occupation or employment, and citizenship of each director of Torval Investment Corp. (including Reporting Persons that are directors of Torval Investment Corp.) are set forth on Schedule VII attached hereto, and are incorporated herein by reference.  Torval Investment Corp. does not have any executive officers.

 

During the last five years, neither Torval Investment Corp. nor, to the knowledge of Torval Investment Corp., any of the persons set forth on Schedule VII attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Truad Verwaltungs AG

 

Truad Verwaltungs AG, in its capacity as trustee of a private discretionary trust established for the primary benefit of present and future members of the family of the late Anastasios George Leventis, is the sole shareholder of Torval Investment Corp.  Truad Verwaltungs AG is a corporation organized under the laws of Switzerland.  The principal business of Truad Verwaltungs AG is to control and administer on a discretionary basis an estate in trust.  The principal business and office address of Truad Verwaltungs AG is Bleicherweg 58, 8002 Zurich, Switzerland.  The name, business address, present principal occupation or employment, and citizenship of each director of Truad Verwaltungs AG are set forth on Schedule VIII attached hereto, and are incorporated herein by reference.  Truad Verwaltungs AG does not have any executive officers.

 

During the last five years, neither Truad Verwaltungs AG nor, to the knowledge of Truad Verwaltungs AG, any of the persons set forth on Schedule VIII attached hereto (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Messrs. G. David, H. Leventis, A. Leventis and A. David

 

The name, residence or business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David are set forth on Schedule IX.

 

During the last five years, none of the above individuals (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

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

 

The Reporting Persons acquired beneficial ownership of 85,355,019 ordinary shares of CCHBC pursuant to the Greek Exchange Offer (as defined in Item 4 below) in exchange for 85,355,019 ordinary shares of Coca-Cola Hellenic, which Kar-Tess Holding tendered in the Greek Exchange Offer on the same terms and conditions as other shareholders of Coca-Cola Hellenic.

 

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Item 4.         Purpose of Transaction.

 

The Exchange Offer

 

On October 11, 2012, CCHBC announced the submission of a voluntary share exchange offer (the “Greek Exchange Offer”) to acquire all of the outstanding ordinary shares of Coca-Cola Hellenic which CCHBC or Kar-Tess Holding, the former sole shareholder of CCHBC, did not hold.  Kar-Tess Holding stated that it would tender the 85,355,019 Coca-Cola Hellenic ordinary shares that it beneficially owned into the Greek Exchange Offer on the same terms and conditions as other shareholders of Coca-Cola Hellenic.  CCHBC initiated the Greek Exchange Offer process by informing the Hellenic Capital Markets Commission (the “HCMC”) and the board of directors of Coca-Cola Hellenic of the Greek Exchange Offer and submitting to them a draft of the Greek information circular (the “Information Circular”) on October 10, 2012 (the “Date of the Exchange Offer”).  The HCMC approved the final Information Circular on March 13, 2013.

 

In addition, CCHBC simultaneously announced the submission of a separate voluntary share exchange offer, which has been addressed to holders of ordinary shares of Coca-Cola Hellenic located in the territory of the United States of America and to holders of ADSs, each representing one ordinary share of Coca-Cola Hellenic, wherever located (the “U.S. Exchange Offer” and, together with the Greek Exchange Offer, the “Exchange Offer”).  The U.S. Exchange Offer comprises an offer made pursuant to the offer to exchange/prospectus, dated March 19, 2013, forming part of a Registration Statement on Form F-4 (Reg. No. 333-184685) filed with the SEC on November 1, 2012, as amended on December 4, 2012, December 17, 2012, December 19, 2012, February 26, 2013, March 6, 2013 and April 22, 2013 (the “Registration Statement”).  The Registration Statement became effective on March 11, 2013.  CCHBC commenced the U.S. Exchange Offer on March 19, 2013.

 

The completion of the Exchange Offer was subject to a number of conditions, including among other things, a 90% minimum acceptance condition, the acknowledgment by the UK Financial Conduct Authority (the “FCA”) (formerly, the UK Financial Services Authority), acting as the UK Listing Authority (the “UKLA”), and by the London Stock Exchange (the “LSE”) at or prior to the end of the acceptance period of the Exchange Offer that the application for admission of the ordinary shares of CCHBC to the premium listing segment of the Official List and to trading on the LSE’s main market for listed securities has been or will be approved subject to certain conditions and requirements, the satisfaction of the minimum free float requirement as of the end of the acceptance period of the Exchange Period and the approval of the listing of the CCHBC ADSs on the New York Stock Exchange (the “NYSE”) subject to notice of issuance.

 

The acceptance period started on March 19, 2013 and ended on April 19, 2013.  On April 18, 2013, the FCA, acting as the UKLA, and the LSE acknowledged that the application for admission of the CCHBC ordinary shares to the premium listing segment of the Official List and to trading on the LSE’s main market for listed securities has been approved. This approval was subject to, among other things, the receipt of a shareholder statement evidencing satisfaction of the applicable minimum free float requirement (which was met as of the end of the acceptance period) and issuance of the CCHBC ordinary shares to be issued in the Exchange Offer.  On April 19, 2013, the NYSE approved the listing of CCHBC ADSs, each representing one CCHBC ordinary share, subject to notice of issuance.

 

Kar-Tess Holding tendered all of its 85,355,019 ordinary shares of Coca-Cola Hellenic in exchange for 85,355,019 ordinary shares of CCHBC into the Greek Exchange Offer on the same terms and conditions as other shareholders.

 

Results of the Exchange Offer

 

On April 22, 2013, CCHBC announced that 355,009,967 ordinary shares of Coca-Cola Hellenic, representing 96.85% of all issued ordinary shares of Coca-Cola Hellenic and of the total voting rights in Coca-Cola Hellenic, had been lawfully and validly tendered in the Exchange Offer and not withdrawn, and that all other conditions to the Exchange Offer had been satisfied.

 

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The Exchange Offer was completed and settled on April 26, 2013.  As a result of settlement of the Exchange Offer, Kar-Tess Holding acquired 85,355,019 ordinary shares of CCHBC in exchange for 85,355,019 ordinary shares of Coca-Cola Hellenic.  As of the date of settlement of the Exchange Offer, none of the Reporting Persons beneficially own any ordinary shares of Coca-Cola Hellenic.

 

Plans for Coca-Cola Hellenic and Coca-Cola HBC AG Following the Exchange Offer

 

Following settlement of the Exchange Offer, none of the Reporting Persons directly or beneficially own any shares of Coca-Cola Hellenic.  Accordingly, none of the Reporting Persons has any plan or proposal related to an interest in securities of Coca-Cola Hellenic.

 

As previously disclosed, on February 21, 2013, Kar-Tess Holding, The Coca-Cola Company and certain of its affiliates (the “Coca-Cola Company Entities”) and Coca-Cola Hellenic agreed by letter that effective upon receipt by each of Kar-Tess Holding and the Coca-Cola Company Entities, or their assigns, of CCHBC shares in settlement of the Exchange Offer the Relationship Agreement (the “Relationship Agreement”), dated August 29, 2000, among the Coca-Cola Company Entities, Kar-Tess Holding and Coca-Cola Hellenic, and the Amended and Restated Shareholders’ Agreement (the “Amended and Restated Shareholders’ Agreement”), dated December 19, 2008, between Kar-Tess Holding and the Coca-Cola Company Entities shall each terminate without any further action. The Coca-Cola Company, the Coca-Cola Company Entities and Kar-Tess Holding also confirmed to CCHBC that they do not consider that they are acting in concert and that no agreement or understanding (formal or informal) exists between The Coca-Cola Company or any of the Coca-Cola Company Entities, on the one hand, and Kar-Tess Holding, on the other hand, in relation to the future governance or control of CCHBC. In that regard, CCHBC has been informed in particular that the arrangements set out in the Relationship Agreement and the Amended and Restated Shareholders’ Agreement referred to above will not be renewed in relation to CCHBC. As a result of the successful completion of the Exchange Offer, the Relationship Agreement and the Amended and Restated Shareholders’ Agreement both terminated effective April 26, 2013.

 

CCHBC will be the new holding company of the Coca-Cola Hellenic group and its subsidiaries following completion of the Exchange Offer.  Promptly following succession of CCHBC to Coca-Cola Hellenic’s registration under the Securities Exchange Act of 1934, the Reporting Persons will file an initial Schedule 13D which will report the Reporting Persons’ beneficial ownership of ordinary shares in CCHBC.

 

Additional Information

 

Other than as described in this Item 4, none of the Reporting Persons currently has any plans or proposals which relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

CCHBC has filed with the SEC a registration statement on Form F-4, which includes an offer to exchange/prospectus. Coca-Cola Hellenic has filed a related solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS ARE URGED TO READ ANY DOCUMENTS FILED OR TO BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be obtained from CCHBC and Coca-Cola Hellenic, without charge, once they are filed with the SEC. No offering of securities shall be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

 

This Schedule 13D does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this document (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

 

Item 5.         Interest in Securities of the Issuer

 

The information set forth and/or incorporated by reference in Items 2, 3 and 4 is hereby incorporated by reference in this Item 5.

 

a)            As of April 26, 2013, Kar-Tess Holding directly owns no ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic.

 

As of April 26, 2013, (1) neither Kar-Tess Holding nor, to the best of Kar-Tess Holding’s knowledge as of the date hereof, any of the directors named in Schedule I hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (2) neither Boval S.A. nor, to the best of Boval S.A.’s knowledge as of the date hereof, any of the directors named in Schedule II hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (3) neither Usoni S.A. nor, to the best of Usoni S.A.’s knowledge as of the date hereof, any of the directors named in Schedule III hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (4) neither O&R Holdings Ltd. nor, to the best of O&R Holdings Ltd.’s knowledge as of the date hereof, any of the directors named in Schedule IV hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (5) neither Boval Limited nor, to the best of Boval Limited’s knowledge as of the date hereof, any of the directors named in Schedule V hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (6) neither Lavonos Ltd. nor, to the best of Lavonos Ltd.’s knowledge as of the date hereof, any of the directors named in Schedule VI hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (7) neither Torval Investment Corp. nor, to the best of Torval Investment Corp.’s knowledge as of the date hereof, any of the directors named in Schedule VII hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic, (8) neither Truad Verwaltungs AG nor, to the best of Truad Verwaltungs AG’s knowledge as of the date hereof, any of the directors named in Schedule VIII hereto owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic and (9) none of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David owns any ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic.

 

b)             As of April 26, 2013, none of the Reporting Persons, nor any of the directors named in Schedules I-VIII hereto, have sole voting power and sole dispositive power over any ordinary shares of Coca-Cola Hellenic.

 

c)              On April 26, 2013, by settlement of the Exchange Offer, Mr. Patrick K. Oesch, a director of Boval S.A., O&R Holdings Ltd. and Torval Investment Corp., exchanged an aggregate of 5,000 ordinary shares of Coca-Cola Hellenic for 5,000 ordinary shares of CCHBC.

 

On April 26, 2013, by settlement of the Exchange Offer, Mrs. Danielle Schroeder, a director of Boval S.A. and Kar-Tess Holding, exchanged an aggregate of 8,250 ordinary shares of Coca-Cola Hellenic for 8,250 ordinary shares of CCHBC.

 

Except for the transactions described in this Statement, (1) neither Kar-Tess Holding nor, to the best of Kar-Tess Holding’s knowledge as of the date hereof, any of the directors named in Schedule I hereto has effected any transaction in ordinary

 

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shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (2) neither Boval S.A. nor, to the best of Boval S.A.’s knowledge as of the date hereof, any of the directors named in Schedule II hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (3) neither Usoni S.A. nor, to the best of Usoni S.A.’s knowledge as of the date hereof, any of the directors named in Schedule III hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (4) neither O&R Holdings Ltd. nor, to the best of O&R Holdings Ltd.’s knowledge as of the date hereof, any of the directors named in Schedule IV hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (5) neither Boval Limited nor, to the best of Boval Limited’s knowledge as of the date hereof, any of the directors named in Schedule V hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (6) neither Lavonos Ltd. nor, to the best of Lavonos Ltd.’s knowledge as of the date hereof, any of the directors named in Schedule VI hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (7) neither Torval Investment Corp. nor, to the best of Torval Investment Corp.’s knowledge as of the date hereof, any of the directors named in Schedule VII hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days, (8) neither Truad Verwaltungs AG nor, to the best of Truad Verwaltungs AG’s knowledge as of the date hereof, any of the directors named in Schedule VIII hereto has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days and (9) none of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David has effected any transaction in ordinary shares or ADSs representing ordinary shares of Coca-Cola Hellenic during the past 60 days

 

d)            Not applicable.

 

e)             The Reporting Persons ceased to be the beneficial owners of more than 5% of the ordinary shares of Coca-Cola Hellenic on April 26, 2013.  Accordingly, this Amendment constitutes the final amendment to the statement on Schedule 13D, and is an exit filing for the Reporting Persons which terminates each of the Reporting Persons’ obligation to further amend this Schedule 13D.

 

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Item 6.         Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information set forth and/or incorporated by reference in Items 3 through 5 above is hereby incorporated by reference into this Item 6.

 

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above or between such persons and any other person with respect to any securities of Coca-Cola Hellenic, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7.         Material to Be Filed as Exhibits.

 

Exhibit Number		Description of Exhibit
99.1.		Joint Filing Agreement, dated as of March 7, 2013, by and between Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd., Boval Limited, Lavonos Ltd., Torval Investment Corp., Truad Verwaltungs AG, as Trustee, George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David.**
99.2		Letter Agreement Regarding Termination of Shareholders’ Agreement and Relationship Agreement, dated as of February 21, 2013, by and among The Coca-Cola Company, The Coca-Cola Export Corporation, Barlan Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd., Refreshments Product Services Inc., CCHBC Grouping, Inc., Coca-Cola Hellenic Bottling Company S.A., Coca-Cola HBC AG and Kar-Tess Holding.*
99.3		Power of Attorney.*
99.4		Power of Attorney.**

*                                         Previously filed as an exhibit to the Amendment No. 1 to Schedule 13D (Commission file number 005-78794) filed with the SEC on February 25, 2013, and incorporated by reference.

 

**                                  Previously filed as an exhibit to the Amendment No. 2 to Schedule 13D (Commission file number 005-78794) filed with the SEC on March 7, 2013, and incorporated by reference.

 

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SIGNATURES

 

After reasonable inquiry and to the best 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: April 26, 2013		KAR-TESS HOLDING
		By:	*
		Name:	Danielle Schroeder
		Title:	Director
		By:	/s/ Robert Ryan Rudolph
		Name:	Robert Ryan Rudolph
		Title:	Director
Dated: April 26, 2013		BOVAL S.A.
		By:	*
		Name:	Danielle Schroeder
		Title:	Director
		By:	*
		Name:	Michael Staub
		Title:	Director
Dated: April 26, 2013		USONI S.A.
		By:	*
		Name:	Michael Staub
		Title:	Director
Dated: April 26, 2013		O&R HOLDINGS LTD.
		By:	/s/ Robert Ryan Rudolph
		Name:	Robert Ryan Rudolph
		Title:	Director
Dated: April 26, 2013		BOVAL LIMITED
			By: CHELCO MANAGEMENT SERVICES LIMITED, as Director
			By:	*
			Name:	Popi Savva
			Title:	Director
Dated: April 26, 2013		LAVONOS LTD.
		By:	*
		Name:	Michael Staub
		Title:	Director

 

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Dated: April 26, 2013		TORVAL INVESTMENT CORP.
		By:	*
		Name:	Patrick K. Oesch
		Title:	Director
		By:	*
		Name:	Michael Staub
		Title:	Director
Dated: April 26, 2013		TRUAD VERWALTUNGS AG, as Trustee
		By:	/s/ Robert Ryan Rudolph
		Name:	Robert Ryan Rudolph
		Title:	Director
Dated: April 26, 2013			*
		Name:	George A. David
Dated: April 26, 2013			*
		Name:	Anastasios P. Leventis
Dated: April 26, 2013			*
		Name:	Haralambos K. Leventis
Dated: April 26, 2013			*
		Name:	Anastassis David

 

 

Dated: April 26, 2013	By:	/s/ Robert Ryan Rudolph
	Robert Ryan Rudolph
	Attorney-in-Fact

 

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SCHEDULE I

 

DIRECTORS OF KAR-TESS HOLDING

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Kar-Tess Holding are set forth below. Unless otherwise indicated, the business address and phone numbers of each director is c/o Kar-Tess Holding, 21, Boulevard de la Pétrusse, Boite Postale 436, L-2014 Luxembourg and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Danielle Schroeder		Director		Luxembourg		Principal Occupation or Employment: Manager and Director Name of Organization: Sofinex S.A. Principal Business: Chartered accountants, company management Address: 21, Boulevard de la Pétrusse, L-2320 Luxembourg
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland

 

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SCHEDULE II

 

DIRECTORS OF BOVAL S.A.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Boval S.A. are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is care of Boval S.A., 21, Boulevard de la Pétrusse, L-2320 Luxembourg, Luxembourg and +352 48 81 81 310, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph Principal Business: Law firm Address: Am Schanzengraben 29, 8002 Zürich, Switzerland
Danielle Schroeder		Director		Luxembourg		Principal Occupation or Employment: Manager and Director Name of Organization: Sofinex S.A. Principal Business: Chartered accountants, company management Address: 21, Boulevard de la Pétrusse, L-2320 Luxembourg
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich

 

24

 

SCHEDULE III

 

DIRECTORS OF USONI S.A.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Usoni are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is c/o Usoni S.A., Via General Nicanor A. de Obarrio, 50th Street, Bancomer Plaza, 4th Floor, Panama City, Panama and +507 263 6066, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Alex Wittmann		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich

 

25

 

SCHEDULE IV

 

DIRECTORS OF O&R HOLDINGS LTD.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of O&R Holdings are set forth below.  Unless otherwise indicated, the business address and phone numbers of each director is c/o O&R Holdings Ltd., 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands and +1 284 494 1122, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland

 

26

 

SCHEDULE V

 

DIRECTORS OF BOVAL LIMITED

 

The name, business address, phone number, current principal occupation or employment and material occupations, positions, offices or employment of the director of Boval Limited are set forth below.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Chelco Management Services Limited		Director		Cyprus		Business Address: Christodoulou Chatzipavlou 221, Helios Court, 1st Floor, 3036 Limassol, Cyprus Phone Number: +357 25340602 Principal Business: limited liability company administration

 

27

 

SCHEDULE VI

 

DIRECTORS OF LAVONOS LTD.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Lavonos Ltd. are set forth below.  Unless otherwise indicated, the business address and phone number of each director are c/o Lavonos Ltd., 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands and +1 284 494 11 22, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich, Switzerland

 

28

 

SCHEDULE VII

 

DIRECTORS OF TORVAL INVESTMENT CORP.

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Torval Investment Corp. are set forth below.  Unless otherwise indicated, the business address and phone number of each director are c/o Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence, The Bahamas and +1 242 322 85 71 Extension 9, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Haralambos K. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Anastasios I. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece
Patrick K. Oesch		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph Principal Business: Law firm Address: Am Schanzengraben 29, 8002 Zürich, Switzerland
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Michael Staub		Director		Switzerland		Principal Occupation or Employment: Director Name of Organization: Alpheus Administration Services AG Principal Business: Family office Address: Toedistrasse 44, 8002 Zürich, Switzerland

 

29

 

SCHEDULE VIII

 

DIRECTORS OF TRUAD VERWALTUNGS AG

 

The name, current principal occupation or employment and material occupations, positions, offices or employment of each director of Truad Verwaltungs AG are set forth below.  Unless otherwise indicated, the business address and phone number of each director are c/o Truad Verwaltungs AG, Bleicherweg 58, 8002 Zurich, Switzerland and +41 58 450 80 00, respectively.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
Robert Ryan Rudolph		Director		Switzerland		Principal Occupation or Employment: Attorney-at-law Name of Organization: Oesch & Rudolph, Attorneys-at-Law Principal Business: Law firm Address: Am Schanzengraben 29, CH-8002 Zürich, Switzerland
Stefan Breitenstein		Director		Switzerland		Principal Occupation or Employment: Attorney-at-Law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland
Alex Wittmann		Director		Switzerland		Principal Occupation or Employment: Attorney-at-Law Name of Organization: Lenz & Staehelin, Attorneys-at-Law Principal Business: Law firm Address: Bleicherweg 58, CH-8002 Zürich, Switzerland

 

30

 

SCHEDULE IX

 

MESSRS. G. DAVID, H. LEVENTIS, A. LEVENTIS and A. DAVID

 

The name, residence or business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each of Messrs. George A. David, Haralambos K. Leventis, Anastasios P. Leventis and Anastassis David are set forth below.

 

Name		Title		Citizenship		Present Principal Occupation or Employment
George David		Director (Chairman of the Board)		United Kingdom and Cyprus		Principal Occupation or Employment: Director (Chairman of the Board) Name of Organization: Coca-Cola Hellenic Bottling S.A. Principal Business: Production and distribution of non-alcoholic beverages under franchise from The Coca-Cola Company Address: 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece
Haralambos K. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Anastasios P. Leventis		Director		United Kingdom		Principal Occupation or Employment: Director Name of Organization: Leventis Overseas Ltd. Principal Business: Trading, industrial support/material supply to associate industries in West Africa Address: West Africa House, Hanger Lane, Ealing, London W5 3QR, United Kingdom
Anastassis George David		Director		United Kingdom and Cyprus		Principal Occupation or Employment: Manager and Director Name of Organization: Nephelle Navigation Inc. Principal Business: Ship management Address: 1 Vas. Konstantinou Street, Athens, Greece

 

31

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
99.1.		Joint Filing Agreement, dated as of March 7, 2013, by and between Kar-Tess Holding, Boval S.A., Usoni S.A., O&R Holdings Ltd., Boval Limited, Lavonos Ltd., Torval Investment Corp., Truad Verwaltungs AG, as Trustee, George A. David, Anastasios P. Leventis, Haralambos K. Leventis and Anastassis David.**
99.2		Letter Agreement Regarding Termination of Shareholders’ Agreement and Relationship Agreement, dated as of February 21, 2013, by and among The Coca-Cola Company, The Coca-Cola Export Corporation, Barlan Inc., Atlantic Industries, Coca-Cola Overseas Parent Ltd., Refreshments Product Services Inc., CCHBC Grouping, Inc., Coca-Cola Hellenic Bottling Company S.A., Coca-Cola HBC AG and Kar-Tess Holding.*
99.3		Power of Attorney.*
99.4		Power of Attorney.**

*                                         Previously filed as an exhibit to the Amendment No. 1 to Schedule 13D (Commission file number 005-78794) filed with the SEC on February 25, 2013, and incorporated by reference.

 

**                                  Previously filed as an exhibit to the Amendment No. 2 to Schedule 13D (Commission file number 005-78794) filed with the SEC on March 7, 2013, and incorporated by reference.

 

32