As filed with the Securities and Exchange Commission on March 3, 2000
================================================================================
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 2000
Antenna TV S.A.
(Translation of registrant's name into English)
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-__________.
================================================================================
<PAGE>
2
[GRAPHIC OMITTED]
For Immediate Release March 3, 2000
- --------------------------------------------------------------------------------
ANTENNA TV HAS AGREED TO ACQUIRE A
CONTROLLING STAKE IN MEAGA HOLDINGS S.A.
Antenna TV announced today that it had entered into an agreement with
the controlling shareholders of MEAGA SA, a holding company organized in Greece
and listed on the Athens Stock Exchange, to acquire approximately 70% of MEAGA.
In exchange for the interest in MEAGA, Antenna will transfer 51% stakes
in four of its subsidiaries, Antenna Radio, the Antenna School of Journalism,
Audiotex and Daphne Communications.
The acquisition will be completed through a capital increase by MEAGA
in which the controlling shareholders will renounce their participation, and
will be subject to approval by the shareholders of MEAGA of the capital
increase. Concurrently with the acquisition of Antenna's interest, MEAGA will
sell its existing businesses to third party purchasers and the proceeds will be
applied to repay all outstanding indebtedness of MEAGA.
As a result of this transaction, the interests transferred in the four
subsidiaries will be held by a holding company with a listing on the Athens
Stock Exchange. Antenna will have the right to nominate the seven members of the
Board of Directors of this holding company. In addition to the voting rights
attached to its interests in the holding company, following the transaction,
Antenna will have the right, by voting agreement, to vote the shares of the
current controlling shareholders of MEAGA (who will hold approximately 14% on a
pro forma basis). Such shareholders have also granted Antenna rights of first
refusal with respect to their shares and have agreed to volume limitations with
respect to any market sales of their shares.
The transaction is expected to close in April 2000. Antenna's
obligations are subject to due diligence and to regulatory approvals and
consents. MEAGA (Reuters: MEA.AT, Bloomberg: MEAGA GA) has a current market
capitalization in excess of GRD 80 billion (approximately $ 233 million).
Theodore Kyriakou, Managing Director and Chief Operating Officer of
Antenna TV, said: "We are delighted with the agreement to acquire MEAGA SA. We
view the effective local listing of our non-TV complementary media assets and
the potential access to the Greek capital markets as being key to realize
greater value for our subsidiaries. Of course, we are still pursuing
<PAGE>
3
actively Antenna's own listing on the Athens Stock Exchange, which, we hope,
should take place during the second half of this year.
The MEAGA transaction should allow Antenna to accelerate its strategy
of pursuing complementary business opportunities and expanding into new-related
media activities to maximize growth, operating performance, profitability and
shareholder value."
BACKGROUND Notes
Antenna TV is the leading television broadcast network and producer of
television programming in Greece and the Greek-speaking world, and also operates
one of the leading radio stations in the country. In addition, Antenna Group has
a majority stake in Daphne Communications SA, a major Greek publishing company,
and recently acquired an option of a controlling interest in Makedonia TV, one
of the six Greek commercial TV broadcasters with a nationwide license.
Antenna TV enjoys the highest overall audience share and ratings in
Greece. Its leading innovative programming appeals to a variety of audience
segments representing a broad cross-section of the Greek population, and enjoys
strong brand recognition. Antenna offers a full range of programming including
news, talk shows and current affairs programmes, dramas, sitcoms, sporting
events, game shows and feature films.
Antenna TV produces approximately 77% of its programming aired between
7:00 am and 1:00 am (based on hours broadcast). The company's broadcast signal
reaches approximately 99% of Greece's 3.2 million television households,
representing an audience base of approximately 10.3 million people.
Since March 1999, Antenna TV's ADSs are listed on NASDAQ and the London
Stock Exchange. (Reuters: NASDAQ / LSE: ANTV.O / AEVDq.L). (Bloomberg: NASDAQ /
LSE: ANTV / AEVD LI).
For further information, contact:
Theodore Kyriakou Dr. Nikolaos Angelopoulos
Managing Director Chief Financial Officer
Antenna TV S.A. Antenna TV S.A.
Tel.: +301 688 6305 Tel.: +301 688 6500
Nicholas Demos Deborah Walter
Investor Relations Officer Director
Antenna TV S.A. Gavin Anderson & Company
Tel.: +301 688 6517 Tel.: +44 171 469 1420
<PAGE>
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANTENNA TV S.A.
(Registrant)
By: /s/ Nikolaos Angelopoulos
-------------------------
Name: Nikolaos Angelopoulos
Title: Chief Financial Officer
Dated: March 3, 2000
