SC TO-T/A 1 scto-ta3.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ANTENNA TV S.A. (Name of Subject Company) HOLNEST INVESTMENTS LIMITED GLOBECAST HOLDINGS LIMITED ALTAVISTA GLOBAL HOLDINGS LIMITED PRAXIS GLOBAL INVESTMENTS LIMITED MINOS KYRIAKOU THEODORE KYRIAKOU XENOPHON KYRIAKOU ATHINA KYRIAKOU (Name of Filing Persons (the "Offerors")) ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE HALF OF ONE ORDINARY SHARE) CUSIP NO.03672N 10 0 (CUSIP Number of Class of Securities) Mr. Minos Kyriakou Kifissias Avenue 10-12 Maroussi 151 25, Athens, Greece (30) 10 688-6100 (Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons) COPIES TO: Mark Bergman, Esq. Paul, Weiss, Rifkind, Wharton & Garrison Alder Castle 10 Noble Street London EC2V 7JU, U.K. (44 20) 7367-1600 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. 2 [X] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] CALCULATION OF FILING FEE -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE -------------------------------------------------------------------------------- $9,366,226 $1,873.25 -------------------------------------------------------------------------------- --------------- * Estimated for purposes of calculating the filing fee. This calculation assumes the purchase of 3,902,594 Ordinary Shares (either directly or in the form of American Depositary Shares (each represented by one half of one Ordinary Share)) of Antenna TV S.A., ticker symbol "ANTV," at a purchase price of $2.40 per Ordinary Share or $1.20 per ADS, net in cash. The amount of the filing fee, calculated in accordance with Regulation 2400.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ------------------------------------------------------------------------------------------------- AMOUNT PREVIOUSLY PAID: $1,873.25 FILING PARTY: HOLNEST INVESTMENTS LIMITED GLOBECAST HOLDINGS LIMITED ALTAVISTA GLOBAL HOLDINGS LIMITED PRAXIS GLOBAL INVESTMENTS LIMITED MINOS KYRIAKOU THEODORE KYRIAKOU XENOPHON KYRIAKOU ATHINA KYRIAKOU FORM OR REGISTRATION NO.: SCHEDULE TO/13E-3 DATE FILED: NOVEMBER 25, 2002 -------------------------------------------------------------------------------------------------
3 This Amendment No. 3 amends and supplements the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed with the SEC on November 25, 2002 as amended by Amendment No. 1 to the Schedule TO filed with the SEC on December 17, 2002 and by Amendment No. 2 to the Schedule TO filed with the SEC on December 20, 2002 (as amended, the "Schedule TO") by Holnest Investments Limited, Globecast Holdings Limited, Altavista Global Holdings Limited and Praxis Global Investments Limited, each a corporation incorporated pursuant to the laws of the Republic of Ireland, and Minos Kyriakou, Theodore Kyriakou, Xenophon Kyriakou and Athina Kyriakou (collectively, the "Offerors"). This Schedule TO relates to the offer by the Offerors to purchase (i) all outstanding ordinary shares ("Ordinary Shares") not already owned by the Offerors or their affiliates and (ii) all outstanding American Depositary Shares ("ADSs") not already owned by the Offerors or their affiliates (each ADS representing one half of one Ordinary Share) of Antenna TV S.A. ("Antenna" or the "Company"), at a purchase price of $2.40 per Ordinary Share or $1.20 per ADS, net in cash, without interest (the "Offer Price"), upon the terms and conditions of the Offerors' Offer to Purchase dated November 25, 2002 (as amended and supplemented, the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO filed with the SEC on November 25, 2002 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as they may be amended or supplemented from time to time, constitute the "Offer"). Except as otherwise set forth below, the information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included or covered by the items in Schedule TO. Capitalized terms used but not otherwise defined have the respective meanings ascribed to them in the Offer to Purchase. ITEMS 1 TO 11 OF SCHEDULE TO Items 1 to 11 of Schedule TO is hereby supplemented by including the following: On January 6, 2003, the Offerors announced that the offering period of the Offer had expired on January 3, 2003, and that the Offerors accepted for payment all ADSs and Ordinary Shares validly tendered and not withdrawn as of January 3, 2003. Additionally, the Offerors announced that they had commenced a subsequent offering period beginning at 5:00 p.m., New York City time, on Friday, January 3, 2003. The subsequent offering period will expire at 5:00 p.m., New York City time, on January 17, 2003. The Offerors accepted for payment approximately 320,400 Ordinary Shares and approximately 7,180,351 ADSs, representing approximately 3,590,176 Ordinary Shares, that had been validly tendered and not withdrawn prior to the expiration of the Offer (including approximately 75,658 ADSs (37,829 Ordinary Shares) that are guaranteed to be delivered). All ADSs and Ordinary Shares validly tendered and not 4 withdrawn were accepted for payment and the Offerors will promptly pay for such ADSs and Ordinary Shares. The full text of the press release issued by the Offerors on January 6, 2003 announcing the extension is filed as Exhibit (a)(1)(viii) hereto. ITEM 12. EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1)(i) Offer to Purchase dated November 25, 2002.* (a)(1)(ii) Letter of Transmittal.* (a)(1)(iii) Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Form of Letter to Clients.* (a)(1)(vi) Amendment and Supplement to the Offer to Purchase dated December 17, 2002.** (a)(1)(vii) Amendment and Supplement to the Offer to Purchase dated December 20, 2002 *** (a)(1)(viii) Press Release issued by the Offerors dated January 6, 2003. (a)(2) Press Release issued by the Offerors dated November 25, 2002.* (c)(1) Opinion of Piraeus Bank, financial advisor to the Special Committee of the Board of Directors of Antenna dated November 11, 2002 (included as Annex A to the Offer to Purchase filed as Exhibit (a)(1)(i)).* (c)(2) Materials presented by representatives of Piraeus Bank to the Special Committee on November 12, 2002.* ------------------ * Previously filed on Schedule TO with the SEC on November 25, 2002. ** Previously filed on Schedule TO with the SEC on December 17, 2002. *** Previously filed on Schedule TO with the SEC on December 20, 2002. SIGNATURES After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment No. 3 to Schedule TO/13E-3 is true, complete and correct. HOLNEST INVESTMENTS LIMITED /s/ Minos Kyriakou ------------------------------------- Name: Mr. Minos Kyriakou Title: Sole Shareholder GLOBECAST HOLDINGS LIMITED /s/ Theodore Kyriakou ------------------------------------- Name: Mr. Theodore Kyriakou Title: Sole Shareholder ALTAVISTA GLOBAL HOLDINGS LIMITED /s/ Xenophon Kyriakou ------------------------------------- Name: Mr. Xenophon Kyriakou Title: Sole Shareholder PRAXIS GLOBAL INVESTMENTS LIMITED /s/ Athina Kyriakou ------------------------------------- Name: Ms. Athina Kyriakou Title: Sole Shareholder /s/ Minos Kyriakou ------------------------------------- Minos Kyriakou /s/ Theodore Kyriakou ------------------------------------- Theodore Kyriakou 6 /s/ Xenophon Kyriakou ------------------------------------- Xenophon Kyriakou /s/ Athina Kyriakou ------------------------------------- Athina Kyriakou Date: January 6, 2003 7 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- (a)(1)(i) Offer to Purchase dated November 25, 2002.* (a)(1)(ii) Letter of Transmittal.* (a)(1)(iii) Notice of Guaranteed Delivery.* (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(v) Form of Letter to Clients.* (a)(1)(vi) Amendment and Supplement to the Offer to Purchase dated December 17, 2002.** (a)(1)(vii) Amendment and Supplement to the Offer to Purchase dated December 20, 2002 *** (a)(1)(viii) Press Release issued by the Offerors dated January 6, 2003. (a)(2) Press Release issued by the Offerors dated November 25, 2002.* (c)(1) Opinion of Piraeus Bank, financial advisor to the Special Committee of the Board of Directors of Antenna dated November 11, 2002 (included as Annex A to the Offer to Purchase filed as Exhibit (a)(1)(i)).* (c)(2) Materials presented by representatives of Piraeus Bank to the Special Committee on November 12, 2002.* ------------------ * Previously filed on Schedule TO with the SEC on November 25, 2002. ** Previously filed on Schedule TO with the SEC on December 17, 2002. *** Previously filed on Schedule TO with the SEC on December 20, 2002.