SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GOLDEN TELECOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
CHRISTINE TOURNEY
FIRST NIS REGIONAL FUND SICAV
C/O BANK OF BERMUDA LUXEMBOURG
13 RUE GOETHE
LUXEMBOURG
+35-2-40-46-46-1
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 5, 2002
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FIRST NIS REGIONAL FUND SICAV
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
NUMBER OF 7. SOLE VOTING POWER
SHARES 723,907*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 723,907*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,907*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON
OO - PRIVATE INSTITUIONAL FUND
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BPEP MANAGEMENT UK LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
NUMBER OF 7. SOLE VOTING POWER
SHARES 723,907*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 723,907*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
723,907*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14. TYPE OF REPORTING PERSON
OO - PRIVATE LIMITED COMPANY
* See Items 5 and 6 below
ITEM 1. Security and Issuer
-------------------
This Amendment No. 1 amends and supplements the Schedule 13D
originally filed on May 21, 2001 by First NIS Regional Fund ("First NIS
Fund") and BPEP Management UK Limited ("BPEP" and, together with First NIS
Fund, the "Reporting Persons") with respect to the shares of common stock,
par value $0.01 per share (the "Common Stock"), held by First NIS Fund in
Golden Telecom, Inc., a Delaware corporation ("Golden Telecom").
First NIS Fund is a private institutional fund organized and
registered under the laws of Luxembourg. BPEP, a private limited company
organized under the laws of England and Wales, is the manager of First NIS
Fund and an indirect wholly-owned subsidiary of ING Groep NV ("Parent"), a
company organized under the laws of The Netherlands.
The address of the principal office of First NIS Fund is 13 Rue
Goethe, L-1637, Luxembourg, c/o Bank of Bermuda Luxembourg. The address of
the principal office of BPEP is 33 Cavendish Square, London, England
W1M0BQ. The address of the principal office of Parent is Strawinskylaan
2631, 1077 ZZ Amsterdam, The Netherlands.
The principal executive offices of Golden Telecom are located at c/o
Representation Office Golden TeleServices, Inc., 12 Trubnaya Ulitsa,
Moscow, Russia 103045.
Item 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by deleting the entire text of the existing
paragraph (b) thereof and replacing it with the following:
(b) First NIS Fund has entered into the New Shareholders Agreement (as
described in Item 5 and Item 6 below, and a copy of which is attached
hereto as Exhibit 99.9), which contains certain provisions for the
nomination and removal of the directors of Golden Telecom, and the New
Standstill Agreement (as described in Item 5 and Item 6 below, and a copy
of which is attached hereto as Exhibit 99.10), which contains certain
provisions relating to business combinations, proxy contests and the
acquisition of shares of Golden Telecom.
The disclosure set forth in Item 6 of this statement is specifically
incorporated by reference into this Item 4 in its entirety.
Item 5. Interest in Securities of Golden Telecom
----------------------------------------
Item 5 is hereby amended by deleting the entire text herein and
replacing it with the following:
(a) As of the date hereof, as disclosed to the Reporting Persons by
Golden Telecom, there are an aggregate of 26,827,115 shares of Common Stock
outstanding. As of the date hereof First NIS Fund beneficially owns 723,907
shares of Common Stock, representing approximately 2.7% of the outstanding
shares of Common Stock.
Due to its relationship with First NIS Fund (see Item 2), as of the
date hereof, BPEP may be deemed to beneficially own 723,907 shares of
Common Stock. Based on an aggregate of 26,827,115 outstanding shares of
Common Stock, this would represent approximately 2.7% of the outstanding
shares of Common Stock. BPEP disclaims beneficial ownership of all Common
Stock beneficially owned First NIS Fund.
Golden Telecom, OAO Rostelecom, a company organized in the Russian
Federation ("RTK"), Alfa Telecom Limited, a company incorporated in the
British Virgin Islands ("Alfa Telecom"), CIPEF, and Cavendish Nominees
Limited, a limited liability company organized and registered under the
laws of Guernsey ("Cavendish"), and First NIS Regional Fund SICAV, a
private institutional fund organized and registered under the laws of
Luxembourg ("First NIS Fund" and, together with Cavendish, "Barings")
entered into a Shareholders Agreement dated as of September 5, 2002 (the
"New Shareholders Agreement") and a Standstill Agreement dated as of
September 5, 2002 (the "New Standstill Agreement") which supersede the
Shareholders Agreement dated as of May 11, 2002 (the "Old Shareholders
Agreement") and the Standstill Agreement dated as of March 31, 2001 (the
"Old Standstill Agreement"), respectively.
Reference is made to such statements on Schedule 13D or Schedule 13G
as have been or may be filed with the Securities and Exchange Commission by
each of RTK, Alfa Telecom, CIPEF and Cavendish (and the funds for which it
serves as nominee) for information regarding such entities, their
respective beneficial ownership of shares of Common Stock and any changes
to such respective beneficial ownership of shares of Common Stock. To the
best of the Reporting Persons' knowledge, as of September 5, 2002, each of
RTK, Alfa Telecom, CIPEF, and Cavendish (as nominee), respectively, may be
deemed to beneficially own the following numbers and percentages of Shares:
RTK - 4,024,067 (15.0%); Alfa Telecom - 10,731,707 (40.0%); CIPEF -
2,166,405 (8.1%) and Cavendish (as nominee) - 1,844,469 (6.9%).
To the best of the Reporting Persons' knowledge, as of September 5,
2002, RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund, in the
aggregate but not individually, may be deemed to beneficially own
19,490,555 shares of Common Stock (72.7% of Golden Telecom). Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, CIPEF and Cavendish, and the
filing of this Statement shall not be construed as an admission that any of
the Reporting Persons or any other person named in Item 2 hereof forms a
"group" (as such term is defined in Section 13(d)(3) of the Securities
Exchange Act of 1934 and Rule 13d-5 under such Act) with, or is the
beneficial owner of any shares of Common Stock beneficially owned by, RTK,
Alfa Telecom, CIPEF or Cavendish.
Except as set forth herein, to the knowledge of the Reporting Persons,
none of the persons listed on Schedule I hereto beneficially own any shares
of Common Stock.
(b) The number of shares of Common Stock with respect to which First
NIS Fund (i) has sole voting power is 739,425, (ii) shares voting power is
zero, (iii) has sole dispositive power is 739,425 and (iv) shares
dispositive power is zero.
As noted above, BPEP disclaims beneficial ownership of all shares
beneficially owned by First NIS Fund.
Under the New Shareholders Agreement, First NIS Fund has agreed to
take all action (including without limitation the voting of shares, the
execution of written consents, the calling of special meetings, the removal
of directors, the filling of vacancies on the Board of Directors, the
waiving of notice and attendance at meetings, the amendment of Golden
Telecom's by-laws and the like) necessary from time to time to maintain the
composition of the Board of Directors specified in Section 3 of the New
Shareholders Agreement in accordance with the terms of such provision. As
noted above, each of the Reporting Persons disclaims beneficial ownership
of all shares of Common Stock beneficially owned by RTK, Alfa Telecom,
CIPEF and Cavendish.
The Reporting Persons may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to share
beneficial ownership of 1,844,469 shares of Common Stock owned of record by
Cavendish, as nominee, representing, as of the date hereof, approximately
6.9% of the issued and outstanding shares of Common Stock. Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock held of record by Cavendish (and beneficially owned by the funds
holding such shares through Cavendish as nominee) and disclaims membership
in any "group" with Cavendish and such funds.
(c) The disclosure set forth in Item 6 of this statement is
specifically incorporated by reference into this Item 5 in its entirety.
Except as set forth herein, none of the Reporting Persons or, to the
knowledge of the Reporting Persons, none of the persons named in Schedule I
hereto beneficially owns any shares of Common Stock or has effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The investors in First NIS Fund have the right to receive
dividends from, or proceeds from the sale of, all of the shares of Common
Stock owned of record by First NIS Fund.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
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Item 6 is hereby supplementally amended by adding the following paragraph
after the third paragraph of the existing text under (a) of Item 6:
"On July 10, 2001, each of Alfa Telecom, CIPEF, Cavendish (as nominee
for the LP Funds) and First NIS Fund gifted to Golden Telecom their options
to purchase shares under their respective Stock Option Agreements with GTS
Europe Holdings, which provided Alfa Telecom, CIPEF, and First NIS Fund (or
their respective designees) with options to purchase an aggregate of up to
2,272,727 Shares beneficially owned by GTS Europe Holdings, as described
above in this Item 6. In connection therewith, each of Alfa Telecom, CIPEF,
Cavendish (as nominee for the LP Funds) and First NIS Fund designated
Golden Telecom as the purchaser of shares under their respective Stock
Option Agreements with GTS Europe Holdings. As a consequence of these
designations, Alfa Telecom, CIPEF, Cavendish (as nominee for the LP Funds)
and First NIS Fund no longer may be deemed to beneficially own any of the
shares subject to the Stock Option Agreements, and beneficial ownership of
such shares is no longer reported in this Statement. First NIS Fund
effected its designation of Golden Telecom as the purchaser under the Stock
Option Agreement to which they were parties through a Purchaser Designation
and Stock Exercise Notice, dated as of July 10, 2001, provided to GTS
Europe Holdings."
Item 6 is hereby further amended by deleting paragraph (b) therein and
replacing it with the following language:
(b) New Standstill Agreement. As disclosed in Item 5 above, Golden
Telecom, RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund entered
into the New Standstill Agreement dated as of September 5, 2002, pursuant
to which each of them agreed, among other things, not to (i) engage in
"business combinations" with Golden Telecom (within the meaning of such
term in Section 203 of the Delaware General Corporation Law), (ii) acquire
shares of voting stock of Golden Telecom in excess of specified levels and
(iii) engage in proxy contests in respect of shares of voting stock of
Golden Telecom, in each case for a period of two years following the date
of the New Standstill Agreement. In addition, the New Standstill Agreement
grants to each of RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund a
limited pre-emptive right to acquire its pro rata share of new securities
(on a fully diluted basis) issued by Golden Telecom from time to time
during the term of the New Standstill Agreement, which expires upon the
occurrence of any of the following: (i) the mutual agreement of the parties
thereto, (ii) the voluntary or involuntary filing of a petition in
bankruptcy by or against the Company, (iii) an event of insolvency
affecting the Company, or the appointment of a receiver for the Company or
(iv) on the second anniversary of the date of the New Standstill Agreement.
A copy of the New Standstill Agreement, which amends and restates the Old
Standstill Agreement, is included as Exhibit 99.10 to this statement and
qualifies the disclosure set forth herein in its entirety.
Item 6 is hereby further amended by deleting paragraph (d) therein and
replacing it with the following language:
(d) New Shareholders Agreement. Golden Telecom, RTK, Alfa Telecom,
CIPEF, Cavendish and First NIS entered into the New Shareholders Agreement
dated as of September 5, 2002 which supersedes the Old Shareholders
Agreement in its entirety. The New Shareholders Agreement provides for
certain tag-along rights exercisable by CIPEF and Barings in the event that
Alfa Telecom proposes to transfer shares to a third party who will own,
directly or indirectly, not less than one-third of Golden Telecom's shares
(as adjusted for capital changes) immediately after such transfer. Upon the
exercise by CIPEF or Barings of such right, the exercising party may sell
to the third party its pro rata portion of the shares covered by the third
party offer.
In addition, the New Shareholders Agreement provides for the
nomination and removal of directors of Golden Telecom. Subject to certain
conditions, Alfa Telecom generally has the right to designate three
directors. CIPEF and Barings each have the right to designate one director.
RTK has the right to designate two directors, one of whom shall be
independent and financially literate. Upon Alfa Telecom's ceasing to own
fewer than 15% of the issued and outstanding shares of Common Stock, the
number of directors designated by Alfa Telecom will be reduced to two. Upon
RTK's ceasing to own fewer than 10% of the issued and outstanding shares of
Common Stock, the number of directors designated by RTK will be reduced to
one. Golden Telecom and each of RTK, Alfa Telecom, Barings and CIPEF have
agreed that so long as the voting agreement set forth in Section 3 of the
New Shareholders Agreement remains in effect, each of them will take all
action (including without limitation the voting of shares, the execution of
written consents, the calling of special meetings, the removal of
directors, the filling of vacancies on the Board of Directors, the waiving
of notice and attendance at meetings, the amendment of Golden Telecom's
by-laws and the like) necessary from time to time to maintain the
composition of the Board of Directors specified in Section 3 of the New
Shareholders Agreement in accordance with the terms of such provision.
In addition, the New Shareholders Agreement contains procedures
relating to the approval of special transactions which involve, directly or
indirectly, a value exceeding 5% of the total consolidated assets of Golden
Telecom and its subsidiaries and include provisions relating to the
proposal of special transactions by directors as well as the retention in
certain cases of an independent special consultant to review the special
transaction.
The New Shareholders Agreement also contains provisions relating to
the assignment by GTS Holdings to Alfa Telecom of registration rights held
by GTS Holdings in respect of its shares of Common Stock. The New
Shareholders Agreement is included as Exhibit 99.9 to this statement and
qualifies the disclosure set forth herein in its entirety.
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Item 7 is hereby amended to reflect the inclusion of the following
exhibits:
Exhibit 99.9 Shareholders Agreement, dated as of September 5, 2002
Exhibit 99.10 Standstill Agreement, dated as of September 5, 2002
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 10, 2002
FIRST NIS REGIONAL FUND SICAV
By: /s/ Wilson Paul Roberts
-----------------------------------------
Name: Wilson Paul Roberts
Title: Authorized Signatory
By: /s/ Jean Michel Brown
-----------------------------------------
Name: Jean Michel Brown
Title: Authorized Signatory
BPEP MANAGEMENT UK LIMITED
By: /s/ Jean George Morton
-----------------------------------------
Name: Jean George Morton
Title: Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Subscription Agreement, dated as of September 30, 1999,
between Golden Telecom, Inc. and First NIS Regional
Fund SICAV***
99.2(a) Registration Rights Agreement, dated as of October 5,
1999, between Golden Telecom, Inc. and First NIS
Regional Fund SICAV.***
99.2(b) Registration Rights Agreement, dated as of October 5,
1999, between Golden Telecom, Inc. and Baring Vostok
Private Equity Fund LP.****
99.3 Share Purchase Agreement, dated April 2, 2001, among
Global TeleSystems, Inc., Alfa Bank Holdings Limited,
Capital International Global Emerging Markets Private
Equity Fund, L.P., Cavendish Nominees Limited and First
NIS Regional Fund SICAV.**
99.4 Stock Option Agreement, dated as of May 11, 2001, among
Cavendish Nominees Limited, First NIS Regional Fund
SICAV and Global TeleSystems Inc.****
99.5 Standstill Agreement, dated as of March 31, 2001.*
99.6 Amendment and Assignment Agreement, dated as of May 11,
2001.****
99.7 Shareholders Agreement dated as of May 11, 2001.*****
99.8 Agreement among Reporting Persons in respect of
Schedule 13D Filing***
99.9 Shareholders Agreement, dated as of September 5,
2002******
99.10 Standstill Agreement, dated as of September 5,
2002******
* Incorporated by reference to the Schedule 13D/A of Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Capital International Investments, LLC, Capital International, Inc.
and Capital Group International, Inc. dated April 12, 2001.
** Incorporated by reference to the Schedule 13D of Global TeleSystems,
Inc. dated April 5, 2001 (EDGAR Accession No. 0000950129-01-001961).
*** Incorporated by reference to the Schedule 13D of First NIS Regional
Fund SICAV and BPEP Management UK Limited dated May 21, 2001
**** Incorporated by reference to the Schedule 13D of Cavendish Nominees
Limited and related parties dated May 21, 2001.
***** Incorporated by reference to the Schedule 13D of Global TeleSystems,
Inc. and others dated May 21, 2001.
****** Filed herewith
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ING GROEP NV AND
BPEP MANAGEMENT UK LIMITED
The name, present principal occupation or employment, the
business address and citizenship for each director and executive officer of
ING Groep NV ("Parent") and BPEP Management UK Limited ("BVF") is set forth
below.
Present Principal Occupation or
-------------------------------
Name and Business Employment Business Address Citizenship
----------------- ---------- ---------------- -----------
Parent
------
Cornelis Maas Executive Committee Director Soestdijkswewg Noord 426, The Netherlands
3723HM Bilthoven
Holland
Alexander Hedrik George Rinnooy Executive Committee Director Burgemeester den Texlaan 42, The Netherlands
Kan 2111CE Aerdenhout
Holland
Michel Joachim Gerard Alphonse Executive Committee Director Rue du Moulin 10,1310 La Hulpe Belgium
Tilmant Belgium
Ewalduf Kist Executive Committee Director Klattewag 10, 3597KB's -- 6, The Netherlands
Gravenhage
Holland
Jan Marie Lindenburgh Executive Committee Director Burgemeester den Texlaan 42, The Netherlands
2111CE Aerdenhout
Holland
BPEP
----
Mark Ledlie Hawkesworth Fund Manager 33 Cavendish Square English
London
England, W1M 0BQ
David Stuart Huckfield Senior Partner of Operations 33 Cavendish Square English
--Baring Private Equity Partners London
Limited England, W1M 0BQ
John George Morton Accountant 33 Cavendish Square English
London
England, W1M 0BQ
Roger Stephen Colin Gill Company Director 33 Cavendish Square English
London
England, W1M 0BQ
Hedley Jon Mayor Chartered Accountant 33 Cavendish Square English
London
England, W1M 0BQ
Gilbert John Chalk Company Director 33 Cavendish Square English
London
England, W1M 0BQ