UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ANTENNA TV S.A.
(Name of Issuer)
American Depositary Shares, each representing one half
of one share of capital stock, nominal value
GRD 100 per share, and evidenced by
American Depositary Receipts
(Title of Class of Securities)
03672N 10 0
(CUSIP Number)
Mr. Minos Kyriakou
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece
Tel. No.: 011-301-688-6100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
August 6, 9 and 10, 1999
(Date of Events which Require 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, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 03672N 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Holnest Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
7 SOLE VOTING POWER
NUMBER OF 4,222,360
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
4,222,360
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,222,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON
CO
Page 2 of 7 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 03672N 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Minos Kyriakou
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hellenic Republic (Greece)
7 SOLE VOTING POWER
NUMBER OF 4,222,360
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
4,222,360
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,222,360
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON
IN
Page 3 of 7 Pages
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the American Depositary
Shares (the "ADSs") of Antenna TV S.A., a Greek societe anonyme (the "Issuer"),
whose principal office is located at Kifissias Avenue 10-12, Maroussi 151 25,
Athens, Greece. The ADSs are evidenced by American Depositary Receipts ("ADRs")
and represent one half of one share of capital stock, nominal value GRD 100 per
share, of the Issuer (the "Shares"). The ADSs are deposited with the Bank of New
York, as Depositary, under a deposit agreement. The Depositary is located at 101
Barclay Street, New York, New York 10286. The ADSs are quoted on the Nasdaq
National Market under the symbol "ANTV" and are listed on the London Stock
Exchange.
Item 2. Identity and Background.
(a)-(c) and (f) This statement on Schedule 13D is filed on behalf of
Holnest Investments Limited, an Irish company ("Holnest"). Holnest's principal
business is to acquire, hold and dispose of investments in various companies.
The address of Holnest's principal place of business is ClanWilliam Terrace,
Dublin 2 Ireland. Mr. Minos Kyriakou owns all of the outstanding capital stock
of Holnest, and has sole voting and dispositive power with respect to Holnest's
investments. The name; title; business address; principal occupation or
employment; name, principal business and address of organization in which such
employment is conducted; and citizenship of each executive officer, director and
control person of Holnest are set forth below:
<TABLE>
<CAPTION>
Name, Principal Business and
Address of Organization in
Principal Occupation & which Employment is
Name, Title Business Address Conducted Citizenship
- ----------- ---------------------- ---------------------------- -----------
<S> <C> <C> <C>
Minos Kyriakou, Television broadcasting, Antenna TV S.A., Greek
Director Kifissias Avenue 10-12, television broadcasting,
Maroussi 151 25, Kifissias Avenue 10-12,
Athens, Greece Maroussi 151 25,
Athens, Greece
Theodoros Financial consultant, Kifissias Avenue 10-12, Greek
Mathioudakis, Kifissias Avenue 10-12, Maroussi 151 25,
Director Maroussi 151 25, Athens, Greece
Athens, Greece
</TABLE>
(d) and (e) During the last five years, neither Holnest nor, to the
best knowledge of Holnest, any persons identified above, has been (i) convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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
Page 4 of 7 Pages
<PAGE>
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 ADSs purchased by Holnest were purchased using funds provided by
Mr. Minos Kyriakou to Holnest from Mr. Kyriakou's personal funds. The total cost
of the purchases was approximately $648,750.
Item 4. Purpose of Transaction.
Holnest purchased the ADSs for investment purposes because it believes
that the current price of the ADSs in the market represents a good investment.
Holnest intends to review its investment in the ADSs on a continuing basis in
light of numerous factors, including, without limitation, the availability of
securities of the Issuer for purchase and the prices therefor; general market
and economic conditions; and on-going analysis of the Issuer's business
financial condition and prospects. From time to time, Holnest may acquire
additional securities of the Issuer or dispose of some or all of its holdings in
the Issuer depending upon the factors discussed above.
Except as set forth above, neither Holnest nor, to the best knowledge
of Holnest, any persons identified in Item 2 has any plan or proposals which
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of August 10, 1999, Holnest owns beneficially 4,222,360 Shares
(30,000 of which are underlying ADSs), representing 21.3% of the Shares. Because
Mr. Minos Kyriakou owns all of the outstanding capital stock of Holnest and is a
director and executive officer of Holnest, he may be deemed to be the beneficial
owner of such Shares.
(b) Mr. Minos Kyriakou has the sole voting and dispositive power with
respect to the Shares held by Holnest.
(c) Holnest acquired 20,000 ADSs in open market transactions on each of
August 6, 9 and 10, 1999 for purchase prices of $11.125, $11.00 and $10.3125 per
ADS, respectively. Mr. Kyriakou has not acquired any ADSs or any Shares in the
past 60 days.
(d) Not Applicable.
(e) Not Applicable.
Page 5 of 7 Pages
<PAGE>
Item 6. Contracts Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Page 6 of 7 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 10, 1999
HOLNEST INVESTMENT LIMITED
By: /s/ Minos Kyriakou
------------------
Name: Minos Kyriakou
Title: Director
Minos Kyriakou
Page 7 of 7 Pages
