UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GOLDEN TELECOM, INC.
--------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
38122G107
--------------
(CUSIP Number)
Vladimir Lechtman, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036
(202) 887-4000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 27, 2002
------------------------------------
(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. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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).
Continued on following page(s)
Page 1 of 30 Pages
Exhibit Index: Page 15
SCHEDULE 13D
CUSIP No. 38122G107 Page 2 of 30 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ALFA TELECOM LIMITED
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
6 Citizenship or Place of Organization
British Virgin Islands
Number of 7 Sole Voting Power
Shares 10,731,707*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,731,707*
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,731,707*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
48.02%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Item 5 hereof and Item 6 of the Initial Statement.
SCHEDULE 13D
CUSIP No. 38122G107 Page 3 of 30 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ALFA FINANCE HOLDINGS S.A.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
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 10,840,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,840,647*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
48.51%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Item 5 hereof and Item 6 of the Initial Statement.
SCHEDULE 13D
CUSIP No. 38122G107 Page 4 of 30 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
CTF HOLDINGS LIMITED
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Gibraltar
Number of 7 Sole Voting Power
Shares 10,840,647*
Beneficially
Owned By 8
Each Shared Voting Power
Reporting 0
Person 9
With Sole Dispositive Power
10,840,647*
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
48.51%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Item 5 hereof and Item 6 of the Initial Statement.
SCHEDULE 13D
CUSIP No. 38122G107 Page 5 of 30 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
CROWN FINANCE FOUNDATION
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
AF
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Liechtenstein
Number of 7 Sole Voting Power
Shares 10,840,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 10,840,647*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13 Percent of Class Represented By Amount in Row (11)
48.51%*
14 Type of Reporting Person (See Instructions)
OO
* See Item 5 hereof and Item 6 of the Initial Statement.
Page 6 of 30 Pages
This Amendment No. 3 on Schedule 13D relates to shares of common stock,
$.01 par value per share (the "Shares"), of Golden Telecom, Inc. (the "Issuer").
This Amendment No 3 supplementally amends the initial statement on Schedule 13D,
dated May 21, 2001, Amendment No. 1 thereto, dated July 20, 2001 and Amendment
No. 2 thereto, dated September 13, 2001 (collectively, the "Initial Statement"),
filed by the Reporting Persons (as defined herein). This Amendment No. 3 is
being filed by the Reporting Persons in connection with an internal
reorganization. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Alfa Telecom Limited ("Alfa Telecom");
(ii) Alfa Finance Holdings S.A. ("Alfa Finance");
(iii) CTF Holdings Limited ("CTF Holdings"); and
(iv) Crown Finance Foundation ("Crown Finance").
This Statement relates to Shares held for the accounts of Alfa Telecom
and a British Virgin Islands company ("BVI Sub"), the sole shareholder of which
is Alfa Finance.
The Reporting Persons
Alfa Telecom is a British Virgin Islands company, with its principal
address at P.O. Box 3339, Geneva Place, Second Floor, 333 Waterfront Drive, Road
Town, Tortola, British Virgin Islands. The principal business of Alfa Telecom is
to function as a holding company. Current information concerning the identity
and background of the directors and officers of Alfa Telecom is set forth in
Annex A hereto, which is incorporated by reference in response to this Item 2.
Alfa Finance is a Luxembourg limited liability company with its
principal address at 400 Route d'Esch, L-1471, Luxembourg. The principal
business of Alfa Finance is to function as a holding company. Alfa Finance is
the sole shareholder of each of Alfa Telecom and BVI Sub and, in such capacity,
may be deemed to be the beneficial owner of Shares held for the accounts of each
of Alfa Telecom and BVI Sub. Current information concerning the identity and
background of the directors and officers of Alfa Finance is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.
CTF Holdings is a Gibraltar limited liability company with its
principal address at Suite 2, 4 Irish Place, Gibraltar. The principal business
of CTF Holdings is to function as a holding company. Effective as of February
27, 2002, in connection with an internal reorganization in which ultimate
economic interest did not change, CTF Holdings transferred, for nominal
consideration, its entire 68.75% interest in Alfa Finance to the following
entities in the same percentages as the owners of such entities hold interests
in Crown Finance, the sole shareholder of CTF Holdings: Cotesmore Holdings
Limited, a Bahamas corporation, the sole shareholder of which is Mikhail Fridman
("Cotesmore"), Laketown Services Limited, an Isle of Man corporation, the sole
shareholder of which is Alexey Kuzmichev ("Laketown"), and Bardsley Investment
Corp., a British Virgin Islands corporation, the sole shareholder of which is
German Kahn ("Bardsley" and, together with Cotesmore and Laketown, the "Holding
Page 7 of 30 Pages
Companies"). The owners of the Holding Companies are also members of the
Supervisory Board (as described below). Pursuant to an agreement dated as of
February 27, 2002 by and among CTF Holdings, Cotesmore, Laketown, Bardsley and
Alfa Finance (the "Administration Agreement"), each of Cotesmore, Laketown and
Bardsley granted CTF Holdings a power of attorney to take certain actions with
respect to its respective interest in Alfa Finance. As a result of the
Administration Agreement, CTF Holdings may be deemed to be the beneficial owner
of Shares held for the accounts of each of Alfa Telecom and BVI Sub. Current
information concerning the identity and background of the directors and officers
of CTF Holdings is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
Crown Finance is a Liechtenstein foundation with its principal address
at Am Schragen Weg 14, P.O. Box 1618, FL-9490, Vaduz, Liechtenstein. The
principal business of Crown Finance is investment and management of the assets
and capital of the foundation. Crown Finance is the sole shareholder of CTF
Holdings and, in such capacity and by virtue of the Administration Agreement,
may be deemed to be the beneficial owner of Shares held for the accounts of each
of Alfa Telecom and BVI Sub. Current information concerning the identity and
background of the directors and officers of Crown Finance is set forth in Annex
A hereto, which is incorporated by reference in response to this Item 2.
The Supervisory Board coordinates the strategic development of a group
of affiliated entities, often referred to as "Alfa Group Consortium," which
includes the Reporting Persons. In certain instances, the Supervisory Board
issues recommendations regarding strategic business decisions to the entities
that are members of Alfa Group Consortium. Current information regarding the
identity and background of the members of the Supervisory Board is set forth in
Annex A hereto, which is incorporated by reference in response to this Item 2.
During the past five years, none of the Reporting Persons and, to the
best of the Reporting Persons' knowledge, no other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities 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.
BVI Sub expended approximately $989,836.60 of its working capital to
purchase the securities reported herein as being acquired in the last 60 days.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 5.
(a) (i) Alfa Telecom may be deemed the beneficial owner of
the 10,731,707 Shares held for its own account (approximately 48.02% of the
total number of Shares outstanding).
(ii) Each of Alfa Finance, CTF Holdings and Crown Finance
may be deemed the beneficial owner of 10,840,647 Shares (approximately 48.51% of
the total number of Shares outstanding). This number consists of (i) 10,731,707
Shares held for the account of Alfa Telecom and (ii) 108,940 Shares held for the
account of BVI Sub.
(iii) GTS Europe Holdings, CIG, Cavendish, First NIS
Regional Fund (each of the foregoing as defined in Item 6 of the Initial
Statement), the Issuer and Alfa Telecom have entered into a Shareholders
Agreement as described in Item 6 of the Initial Statement. 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 GTS Europe Holdings, CIG,
Page 8 of 30 Pages
Cavendish, First NIS Regional Fund for information regarding such entities,
their respective beneficial ownership of Shares and any changes to such
respective beneficial ownership of Shares. To the best of the Reporting Persons'
knowledge, as of February 27, 2002, each of GTS Europe Holdings, CIG, Cavendish
and First NIS Regional Fund, respectively, may be deemed to beneficially own the
following numbers of Shares: GTS Europe Holdings - 2,272,727 (10.17% of the
Issuer); CIG - 2,166,405 (9.69% of the Issuer); Cavendish - 1,844,469 (8.30% of
the Issuer) and First NIS Regional Fund - 723,907 (3.24% of the Issuer). To the
best of the Reporting Persons' knowledge, as of February 27, 2002, GTS Europe
Holdings, CIG, Cavendish, First NIS Regional Fund and certain of the Reporting
Persons, in the aggregate but not individually, may be deemed to beneficially
own 17,848,155 Shares (79.86% of the Issuer). 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 is the beneficial owner of any Shares held by GTS
Europe Holdings, CIG, Cavendish or First NIS Regional Fund.
(b) (i) Each of the Reporting Persons may be deemed to have
the sole power to direct the voting and disposition of the 10,731,707 Shares
held for the account of Alfa Telecom.
(ii) Each of Alfa Finance, CTF Holdings and Crown Finance
may be deemed to have the sole power to direct the voting and disposition of the
108,940 Shares held for the account of BVI Sub.
(iii) Under the terms of the Shareholders Agreement, Alfa
Telecom has agreed to take such actions as are necessary from time to time to
maintain the composition of the Board of Directors of the Issuer in accordance
with the terms of Section 3 of the Shareholders Agreement. As noted above, 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 is the beneficial
owner of any Shares held by GTS Europe Holdings, CIG, Cavendish or First NIS
Regional Fund.
(c) Except as set forth in Annex B hereto and as described in Item
6 below, there have been no transactions effected with respect to the Shares
since December 30, 2001 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) The shareholder of each of Alfa Telecom and BVI Sub has the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held by Alfa Telecom and BVI Sub in accordance with its
ownership interest in Alfa Telecom and BVI Sub.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
This Item 6 is supplementally amended as follows:
As described in Item 2 hereof (which description is hereby incorporated
by reference into this Item 6), effective as of February 27, 2002, in connection
with an internal reorganization in which ultimate economic interest did not
change, CTF Holdings transferred, for nominal consideration, its entire 68.75%
interest in Alfa Finance to Cotesmore, Laketown and Bardsley in the same
percentages as the owners of such entities hold interests in Crown Finance, the
sole shareholder of CTF Holdings. Each of Cotesmore, Laketown, Bardsley, CTF
Holdings and Alfa Finance concurrently entered into the Administration Agreement
and associated Powers of Attorney, whereby each of Cotesmore, Laketown and
Bardsley granted CTF Holdings the right to take any actions with respect to the
Alfa Finance shares held by each such entity unless such actions relate to a
Reserved Matter (as such term is defined in the Administration Agreement).
Page 9 of 30 Pages
Should a Reserved Matter arise, CTF Holdings is obligated to obtain the written
consent of each of Cotesmore, Laketown and Bardsley prior to taking any action
or making any omission in relation to the Alfa Finance shares held by each such
entity. If CTF Holdings fails to obtain such prior written consent, the affected
shareholder of Alfa Finance may terminate the Administration Agreement and
retain ownership of its Alfa Finance shares for its own benefit and may also
revoke the Power of Attorney it granted in favor of CTF Holdings (which would
otherwise be irrevocable for a period of twelve months from the date of its
execution). Absent this circumstance, the Administration Agreement may be
terminated only upon the written agreement of Cotesmore, Laketown and Bardsley
or upon the winding-up of Alfa Finance or CTF Holdings. A copy of the
Administration Agreement is attached hereto as Exhibit L and is incorporated
herein by reference.
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions and may
purchase securities for the purpose of closing out short positions in such
securities.
The foregoing description of the Administration Agreement does not
purport to be complete and is qualified in its entirety by the terms of the
Administration Agreement, which are incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 10 of 30 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: February 28, 2002 ALFA TELECOM LIMITED
By: /s/ Pavel Nazarian
---------------------------------
Pavel Nazarian
Director
Date: February 28, 2002 ALFA FINANCE HOLDINGS S.A.
By: /s/ Andrey Kosogov
---------------------------------
Andrey Kosogov
Director
Date: February 28, 2002 CTF HOLDINGS LIMITED
By: /s/ Franz Wolf
---------------------------------
Franz Wolf
Director
Date: February 28, 2002 CROWN FINANCE FOUNDATION
By: /s/ Franz Wolf
---------------------------------
Franz Wolf
Attorney-in-Fact
Page 11 of 30 Pages
ANNEX A
Directors and Officers of Alfa Telecom Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Pavel Nazarian Director, Administrative and Financial Suite 1, 4 Irish Place,
Director Manager of Alfa Bank Holdings Limited Gibraltar
(Russia)
Joseph Moss Administrative Director of Crown Suite 3, 4 Irish Place,
Director Resources AG Gibraltar
(United Kingdom)
Directors and Officers of Alfa Finance Holdings S.A.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Peter Aven President of OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
Director 107078 Moscow, Russia
(Russia)
Mikhail Fridman Chairman of the Board of Directors of 11 Mashy Poryvaevoy Street,
Director OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
David Gould Deputy Director of Corporate 3 Smolenskaya Square,
Director Development, Finance and Control for 121099 Moscow, Russia
(United States) CTF Holdings Limited
Alexander Knaster Chief Executive Officer of OJSC Alfa 11 Mashy Poryvaevoy Street,
Director Bank 107078 Moscow, Russia
(United States)
Andrey Kosogov First Deputy Chairman of the Executive 11 Mashy Poryvaevoy Street,
Director Board of Directors of OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
Alexey Kuzmichev Chairman of the Board of Directors of 21 Novy Arbat Street,
Director Crown Resources AG 121019 Moscow, Russia
(Russia)
Aleksandr Tolchinsky Head of the Corporate Finance 12 Acad. Sakharov Prospect, 107078
Director Department of OJSC Alfa Bank Moscow, Russia
(United States)
Directors and Officers of CTF Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Adrian Collister Director and Chartered Accountant, ESC International -
Director ESC, International Gibraltar Office -
(United Kingdom) P.O. Box 398, Ground Floor,
Neptune House, Marina Bay,
Gibraltar
Page 12 of 30 Pages
Alla Koudriavtseva Director of CTF Holdings Limited Suite 2, 4 Irish Place,
Director Gibraltar
(Russia)
Franz Wolf Director of CTF Holdings Limited Suite 2, 4 Irish Place,
Director Gibraltar
(Germany)
Directors and Officers of Crown Finance Foundation
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ----------------
Christian Rosenow Financial Advisor Claridenstrasse 25 CH-8002
Director Zurich, Switzerland
(Switzerland)
Dr. Norbert Seeger Attorney, ArComm Trust Company Am Schragen Weg 14,
Director P.O. Box 1618, FL-9490 Vaduz,
(Liechtenstein) Liechtenstein
Dr. Christian Zangerle Attorney, Law Office of Dr. Norbert Am Schragen Weg 14,
Director Seeger P.O. Box 1618, FL-9490 Vaduz,
(Austria) Liechtenstein
Directors of the Supervisory Board of Alfa Group Consortium
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Peter Aven President of OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
Director 107078 Moscow, Russia
(Russia)
Alexander Fain Chief Executive Officer of 21 Novy Arbat Street,
Director LLC Alfa Eco 121019 Moscow, Russia
(Russia)
Gleb Fetisov Member of the Federal Assembly of the 11-6 Pozharisky per,
Director Russian Federation as a Representative 119034 Moscow, Russia
(Russia) of the Region of Voronezh
Mikhail Fridman Chairman of the Board of Directors of 11 Mashy Poryvaevoy Street,
Director OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
Michail Gamzin Chief Executive Officer of United Food 3rd Golutvinsky per.,
Director Company 10, building 6,
(Russia) 109180 Moscow, Russia
German Khan Member of the Board of Directors of 18/2, Schipok Street,
Director OJSC Tyumen Oil Company 113097 Moscow, Russia
(Russia)
Page 13 of 30 Pages
Vladimir Bernstein Director of Strategic and Investment 3 Smolenskaya Square,
Director Planning of Alfa Group 121099 Moscow, Russia
(Russia)
Alexander Kosiyanenko Chief Executive Officer of 14817 Moscow region, district of
Director JSC Perekrestok Mytischy, Paveltsevo village,
(Russia) Russia
Alexey Kuzmichev Chairman of the Board of Directors of 21 Novy Arbat Street,
Director Crown Resources AG 121019 Moscow, Russia
(Russia)
Nigel Robinson Director of Corporate Development, 3 Smolenskaya Square,
Director Finance and Control of Alfa Group 121099 Moscow, Russia
(United Kingdom)
Leonard Vid Chairman of the Executive Board of 11 Mashy Poryvaevoy Street,
Director Directors of OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
To the best of the Reporting Persons' knowledge:
(a) With the exceptions of 1,000 Shares held for the account
of Aleksandr Tolchinsky and 20,000 Shares held for the account of Alexander
Knaster, none of the above persons hold any Shares.
(b) None of the above persons has any contracts,
arrangements, understandings or relationships with respect to the Shares.
Page 14 of 30 Pages
ANNEX B
RECENT TRANSACTIONS IN THE SECURITIES OF
GOLDEN TELECOM, INC.
Date of Nature of Number of
For the account of Transaction Transaction Securities Price
------------------ ----------- ----------- ---------- -----
BVI Sub 1/23/02 Purchase 80,540 Shares $12.29 per Share
(effected through
a privately
negotiated
transaction)
Page 15 of 30 Pages
EXHIBIT INDEX
Page No.
--------
L. Administration Agreement, dated as of February
27, 2002, by and among CTF Holdings Limited,
Cotesmore Holdings Limited, Laketown Services Limited,
Bardsley Investment Corp. and Alfa Finance Holdings S.A........ 16