SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 17, 2009
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 2)
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COCA-COLA
HELLENIC BOTTLING COMPANY S.A.
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(Name
of Issuer)
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Ordinary
shares of nominal value of €0.50 per share
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(Title
and Class of Securities)
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1912EP104
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(CUSIP
Number)
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December
29, 2008
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(Date
of Event Which Requires Filing of this Statement)
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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.
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CUSIP
No. 1912EP104
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13G
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Page 2 of
14 Pages
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(1)
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Name of
Reporting
Person The
Coca-Cola Company
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X /
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number of Shares |
(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each
Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person
With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares /
/
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 3
of 14 Pages
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(1)
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Name
of Reporting
Person The
Coca-Cola Export Corporation
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reportng
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares /
/
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 4
of 14 Pages
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(1)
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Name
of Reporting
Person Atlantic
Industries
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Cayman
Islands
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With: |
(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
/ /
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 5
of 14 Pages
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(1)
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Name
of Reporting
Person Barlan,
Inc.
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
/ /
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 6
of 14 Pages
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(1)
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Name
of Reporting
Person Refreshment
Product Services, Inc.
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
/ /
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 7 of
14 Pages
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(1)
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Name
of Reporting
Person Coca-Cola
Overseas Parent Limited
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(2)
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Check
the Appropriate Box if a Member of a
Group
(a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares /
/
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 8 of
14 Pages
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(1)
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Name
of Reporting
Person CCHBC
Grouping, Inc.
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(2)
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Check
the Appropriate Box if a Member of a
Group (a)
(b) / X/
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(3)
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SEC
Use Only
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(4)
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Citizenship
or Place of Organization
Delaware
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Number
of Shares
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(5)
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Sole
Voting Power
0
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Beneficially
Owned by
Each Reporting
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(6)
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Shared
Voting Power
192,884,352
(See Attachment A)
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Person With:
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(7)
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Sole
Dispositive Power
0
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(8)
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Shared
Dispositive Power
192,884,352
(See Attachment A)
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(9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
192,884,352
(See Attachment A)
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(10)
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Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares //
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(11)
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Percent
of Class Represented by Amount in Row (9)
(See
Attachment A)
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(12)
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Type
of Reporting Person
CO
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CUSIP
No. 1912EP104
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13G
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Page 9
of 14 Pages
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Item
2(a) Name
of Person(s) Filing:
Item 2(a)
is hereby amended and restated as follows:
This
Schedule 13G is filed on behalf of The Coca-Cola Company, The Coca-Cola Export
Corporation, Atlantic Industries, Barlan, Inc., Refreshment Product Services,
Inc., Coca-Cola Overseas Parent Limited and CCHBC Grouping, Inc. (collectively,
the "Reporting Persons") with respect to ordinary shares ("CCHBC Shares") issued
by Coca-Cola Hellenic Bottling Co. ("CCHBC"). In addition, all of the Reporting
Persons, along with Kar-Tess Holding S.A., ("Kar-Tess") may be deemed as a group
to have beneficial ownership of CCHBC Shares as a result of Kar-Tess and the
Reporting Persons being signatories to the Amended and Restated Shareholders’
Agreement, dated December 29, 2008 (the "Amended Shareholders’ Agreement") which
amends and restates the Shareholders Agreement, dated November 3, 1999 by and
among Kar-Tess, Boval, S.A. and Socomex, S.A. and The Coca-Cola Export
Corporation, Atlantic Industries, Barlan, Inc., Refreshment Product Services,
Inc., and Coca-Cola Overseas Parent Limited, as amended and supplemented on
March 3, 2000 and August 7, 2003. The Reporting Persons do
not affirm the existence of a group with respect to the CCHBC
Shares.
The
Amended Shareholders’ Agreement includes, among other things, the
following:
Restrictions on
Transfer
The
Amended Shareholders’ Agreement prohibits any sale of CCHBC Shares owned by
Kar-Tess or the Reporting Persons if, as a result of such sale, the combined
shareholdings of Kar-Tess and the Reporting Persons would not exceed 44% (or 40%
after December 31, 2013) of the outstanding CCHBC Shares. The Reporting Persons
and Kar-Tess have each agreed not to dispose of any CCHBC Shares if the
disposition results in their respective shareholding falling below 22% (or 20%
after December 31, 2013) of the outstanding CCHBC Shares. If either
Kar-Tess or the Reporting Persons wish to transfer CCHBC Shares such that joint
ownership would fall below the 44% threshold (or 40% after December 31, 2013)
referenced above, such transfer would be contingent upon (i) the prior written
consent of the non-transferring shareholder and (ii) agreement between Kar-Tess
and the Reporting Persons to provide for their continued joint control of CCHBC
as contemplated in the Amended Shareholders’ Agreement.
The
Amended Shareholders’ Agreement also provides that: (i) Kar-Tess will give the
Reporting Persons ten days prior notice of any proposed acquisition of CCHBC
Shares by Kar-Tess or its affiliates; and (ii) the Reporting Persons will give
Kar-Tess ten days prior notice of any proposed acquisition of CCHBC Shares by
the Reporting Persons or their affiliates.
Composition of CCHBC Board
of Directors
Kar-Tess
and the Reporting Persons agreed in the Amended Shareholders’ Agreement that the
composition of the board of directors of CCHBC would be twelve directors
comprising:
* two
directors designated by the Reporting Persons;
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CUSIP
No. 1912EP104
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13G
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Page 10
of 14 Pages
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* four directors, including the Chairman of the board of directors,
designated by Kar-Tess; and
* the
remaining directors jointly nominated by Kar-Tess and the Reporting
Persons.
Kar-Tess
and the Reporting Persons have also agreed to cast the votes attaching to their
CCHBC Shares (i) so that each other's nominees are elected to the CCHBC board of
directors, (ii) so that Kar-Tess and the Reporting Persons maintain their
respective proportional representation on the CCHBC board of directors if there
are more or less than twelve directors on the CCHBC board and (iii) in case of a
tied vote of the CCHBC board of directors, so that the Chairman of the board of
directors shall have the casting and deciding vote.
Decisions of the CCHBC Board
of Directors
Kar-Tess
and the Reporting Persons have agreed to seek to convene an extraordinary
general meeting of the CCHBC shareholders to replace the CCHBC board of
directors if a resolution, which a representative director of either Kar-Tess or
the Reporting Persons has voted against, is passed by the CCHBC board of
directors to:
* engage
in any business other than the bottling of beverages and businesses incidental
thereto;
* 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
and the Reporting Persons 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
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CUSIP
No. 1912EP104
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13G
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Page 11
of 14 Pages
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* 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.
Term and
Termination
The
initial term of the Amended Shareholders’ Agreement is for five years, expiring
on December 21, 2013. The Amended Shareholders’ Agreement will
automatically renew for a second five-year term expiring on December 31, 2018 if
the Amended Shareholders’ Agreement is not terminated as a result of a breach of
the Amended Shareholders’ Agreement by either Kar-Tess or the Reporting
Persons. After December 31, 2018, the Amended Shareholders’ Agreement
will remain in force unless terminated by either Kar-Tess or the Reporting
Persons on three months' written notice.
Liquidation
Kar-Tess
and the Reporting Persons agreed that, notwithstanding the termination of the
Amended Shareholders’ Agreement, for so long as Kar-Tess or any of the Reporting
Persons is a shareholder in CCHBC, each of Kar-Tess and the Reporting Persons
will vote their CCHBC shares against any proposal to liquidate or dissolve CCHBC
unless they have separately agreed to the contrary.
The
Reporting Persons each also expressly disclaim any beneficial ownership interest
in CCHBC Shares owned by Kar-Tess 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 Kar-Tess.
Item
8 Identification
and Classification of Members of the Group
Item 8 is
hereby amended and restated as follows:
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 Shares. The Reporting
Persons, however, do not affirm the existence of any group with respect to the
CCHBC Shares. The Reporting Persons are not responsible for the completeness and
accuracy of the information concerning Kar-Tess.
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CUSIP
No. 1912EP104
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13G
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Page 12
of 14 Pages
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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.
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Date: February
17, 2009
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THE
COCA-COLA COMPANY
By_/s/ Geoffrey J.
Kelly______________________
Name:
Geoffrey J. Kelly
Title:
Senior Vice President and General Counsel
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Date: February
17, 2009
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THE
COCA-COLA EXPORT CORPOPRATION
By_/s/
Geoffrey J. Kelly______________________
Name:
Geoffrey J. Kelly
Title:
Vice President and General Counsel
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Date: February 17,
2009
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ATLANTIC
INDUSTRIES
By_/s/ David M.
Taggart_____________________
Name:
David M. Taggart
Title:
Vice President and Treasurer
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Date: February 17,
2009
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REFRESHMENT
PRODUCT SERVICES, INC.
By_/s/
Geoffrey J. Kelly______________________
Name:
Geoffrey J, Kelly
Title:
Vice President and General Counsel
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Date: February
17, 2009
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BARLAN,
INC.
By_/s/
Geoffrey J. Kelly______________________
Name:
Geoffrey J. Kelly
Title:
Vice President and General Counsel
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Date: February
17, 2009
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COCA-COLA
OVERSEAS PARENT LIMITED
By_/s/ Geoffrey J.
Kelly______________________
Name:
Geoffrey J. Kelly
Title:
Vice President and General Counsel
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Date: February
17, 2009
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CCHBC
GROUPING, INC.
By_/s/
Geoffrey J. Kelly_________________
Name: Geoffrey
J. Kelly
Title:
Vice President and General Counsel
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CUSIP
No. 1912EP104
|
13G
|
Page 13
of 14 Pages
|
ATTACHMENT
A
Attachment
A is amended to read as follows:
Direct
Ownership:
3,561
CCHBC Shares owned directly by The Coca-Cola Export Corporation, a wholly owned
subsidiary of The Coca-Cola Company.
28,774,369.50
CCHBC Shares owned directly by Atlantic Industries, a wholly owned subsidiary of
The Coca-Cola Export Corporation.
497,566.50
CCHBC Shares owned directly by Barlan, Inc., a wholly owned subsidiary of The
Coca-Cola Export Corporation.
10,833,612
CCHBC Shares owned directly by Refreshment Product Services, Inc., a wholly
owned subsidiary of The Coca-Cola Export Corporation.
45,002,970 CCHBC
Shares owned directly by Coca-Cola Overseas Parent Limited, a wholly owned
subsidiary of The Coca-Cola Export Corporation.
Beneficial
Ownership:
85,112,079 CCHBC
Shares owned beneficially by CCHBC Grouping, Inc.
In
addition the Reporting Persons may be deemed to beneficially own the 107,772,273
CCHBC Shares owned by Kar-Tess.
Percentage
Owned:
The
Reporting Persons may be deemed to beneficially own approximately 52.79% of the
total outstanding number of CCHBC Shares.
Disclaimer of Beneficial
Ownership
Each
Reporting Persons expressly disclaims any beneficial ownership interest in the
CCHBC Shares owned by Kar-Tess 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 Kar-Tess.
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CUSIP
No. 1912EP104
|
13G
|
Page 14
of 14 Pages
|
|
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Exhibit
1
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Group
Members
The
Coca-Cola Company
The
Coca-Cola Export Corporation
Barlan,
Inc.
Atlantic
Industries
Coca-Cola
Overseas Parent Limited
Refreshment
Product Services, Inc.
CCHBC
Grouping, Inc.
Kar-Tess
Holding S.A.