UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 LLP
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)
November 1, 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 26 Pages
Exhibit Index: Page 18
SCHEDULE 13D
CUSIP No. 38122G107 Page 2 of 26 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
Person 9 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)
40.00%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 3 of 26 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ALFA CAPITAL HOLDINGS (CYPRUS) 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
Cyprus
Number of 7 Sole Voting Power
Shares 1,609,756*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,609,756*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,609,756*
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)
6.00%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 4 of 26 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ABH FINANCIAL 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 1,609,756*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,609,756*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,609,756*
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)
6.00%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 5 of 26 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)
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
Luxembourg
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)
40.41%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 6 of 26 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)
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
Gibraltar
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)
40.41%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 7 of 26 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)
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
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)
40.41%*
14 Type of Reporting Person (See Instructions)
OO
* See Items 5 and 6 hereof.
Page 8 of 26 Pages
This Amendment No. 5 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. 5 supplementally amends the initial statement on Schedule
13D, dated May 21, 2001; Amendment No. 1 thereto, dated July 20, 2001; Amendment
No. 2 thereto, dated September 13, 2001; and Amendment No. 3 thereto, dated
February 28, 2002, and Amendment No. 4, dated September 9, 2002 (collectively,
the "Initial Statement"), filed by the Reporting Persons (as defined herein).
This Amendment No. 5 is being filed by the Reporting Persons to report the grant
by Alfa Telecom (as defined herein) to Alfa Capital Holdings (as defined
herein), each of which is a wholly-owned direct or indirect subsidiary of Alfa
Finance (as defined herein), of an Option (as defined herein) to acquire certain
Shares owned by Alfa Telecom and to report the addition of Alfa Capital Holdings
and ABH Financial (as defined herein) as Reporting Persons hereunder.
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 Capital Holdings (Cyprus) Limited ("Alfa Capital Holdings");
(iii) ABH Financial Limited ("ABH Financial");
(iv) Alfa Finance Holdings S.A. ("Alfa Finance");
(v) CTF Holdings Limited ("CTF Holdings"); and
(vi) 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, and an Option (as defined herein) held for the account of Alfa
Capital Holdings, the sole shareholder of which is ABH Financial, 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 Capital Holdings is a Cyprus company, with its principal address at
Julia House, 3 Themistocles Dervis Street, 1066, Nicosia, Cyprus. The principal
business of Alfa Capital Holdings is to function as a holding company. Current
information concerning the identity and background of the directors and officers
of Alfa Capital Holdings is set forth in Annex A hereto, which is incorporated
by reference in response to this Item 2.
ABH Financial 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
Page 9 of 26 Pages
principal business of ABH Financial is to function as a holding company. ABH
Financial is the sole shareholder of Alfa Capital Holdings and, in such
capacity, may be deemed to be the beneficial owner of Shares held for the
account of Alfa Capital Holdings. Current information concerning the identity
and background of the directors and officers of ABH Financial 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 22, Grand Rue, 2nd Floor, Luxembourg, L-1661. The principal business
of Alfa Finance is to function as a holding company. Alfa Finance is the sole
shareholder of each of Alfa Telecom, ABH Financial 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, Alfa Capital Holdings 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 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, Alfa Capital Holdings 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,
Alfa Capital Holdings 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.
Page 10 of 26 Pages
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 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 40.00% of the total number of
Shares outstanding).
(ii) Each of Alfa Capital Holdings and ABH Financial may be deemed the
beneficial owner of 1,609,756 Shares currently held for the account of Alfa
Telecom (approximately 6.00% of the total number of Shares outstanding). Alfa
Capital Holdings holds an Option (as defined herein) to acquire 1,609,756 Shares
from Alfa Telecom.
(iii) Each of Alfa Finance, CTF Holdings and Crown Finance may be
deemed the beneficial owner of 10,840,647 Shares (approximately 40.41% 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.
(iv) The Issuer, OAO Rostelecom, a company organized in the Russian
Federation ("RTK"), Alfa Telecom, Capital International Global Emerging Markets
Private Equity Fund, L.P., a Delaware limited partnership ("CIG"), 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") 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, 2001 (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, CIG, Cavendish and 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 November 6, 2002, each of RTK, CIG, Cavendish and
First NIS Regional Fund, respectively, may be deemed to beneficially own the
following numbers of Shares: RTK - 4,024,067 (15.00% of the Issuer); CIG -
2,166,405 (8.08% of the Issuer); Cavendish - 1,845,769 (6.88% of the Issuer) and
First NIS Regional Fund - 723,907 (2.70% of the Issuer). To the best of the
Reporting Persons' knowledge, as of November 6, 2002, RTK, CIG, Cavendish, First
NIS Regional Fund and certain of the Reporting Persons, in the aggregate but not
individually, may be deemed to beneficially own 19,600,795 Shares (73.06% of the
Issuer). This number includes the 108,940 Shares held for the account of BVI
Sub. All percentages reported herein are calculated on the basis of the Issuer
having 26,827,115 Shares issued and outstanding as a result of the issuance of
4,024,067 Shares to RTK. The Reporting Persons and any other person named in
response to Item 2 hereof disclaim beneficial ownership of any Shares held by
RTK, CIG, Cavendish or First NIS Regional Fund, 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 response to Item 2 hereof is part of a "group" (as such
term is used in Section 13(d)(3) of the
Page 11 of 26 Pages
Securities Exchange Act of 1934 (the "Exchange Act") and Rule 13d-5 under the
Exchange Act) or is the beneficial owner of any Shares beneficially owned by
RTK, CIG, Cavendish or First NIS Fund.
(b) (i) Each of Alfa Telecom, Alfa Finance, CTF Holdings and Crown Finance
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) Upon the exercise of the Option (as defined herein), each of
Alfa Capital Holdings, ABH Financial, Alfa Finance, CTF Holdings and Crown
Finance may be deemed to have the sole power to direct the voting and
disposition of the 1,609,756 Shares Alfa Capital Holdings has the right to
acquire from Alfa Telecom.
(iv) Under the terms of the New 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 New Shareholders Agreement. These actions include,
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 of and attendance at meetings,
the amendment of the Issuer's by-laws and the like. As noted above, the
Reporting Persons and any other person named in Item 2 hereof disclaim
beneficial ownership of any Shares held by RTK, CIG, Cavendish or First NIS
Regional Fund.
(c) Except as disclosed in Item 6 hereof, there have been no transactions
effected with respect to the Shares since September 9, 2002 (the date of the
last filing on Schedule 13D) by any of the Reporting Persons.
(d) The shareholder of each of Alfa Telecom, Alfa Capital Holdings 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, Alfa Capital Holdings and
BVI Sub in accordance with its ownership interest in Alfa Telecom, Alfa Capital
Holdings and BVI Sub.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Items 4 and 5 hereof is hereby incorporated by
reference into this Item 6.
This Item 6 is supplementally amended as follows:
On November 1, 2002, Alfa Telecom and Alfa Capital Holdings entered into a
stock option agreement (the "Stock Option Agreement") pursuant to which Alfa
Telecom granted Alfa Capital Holdings an option (the "Option") to acquire
1,609,756 Shares currently held for the account of Alfa Telecom (the "Option
Shares"). The term of the Option is from November 1, 2002 until May 11, 2004,
and the exercise price is $10.25 per Share (the "Exercise Price"). The number of
Option Shares and the Exercise Price may be adjusted as set forth in the Option
Agreement. Alfa Capital Holdings did not pay Alfa Telecom any cash or stock
consideration in connection with the grant of the Option. Pursuant to the New
Shareholders Agreement, Alfa Capital Holdings is a Permitted Transferee (as such
term is defined in
Page 12 of 26 Pages
the New Shareholders Agreement) of Alfa Telecom. Upon the exercise of the Option
by Alfa Capital Holdings, the Option Shares would continue to be subject to the
New Shareholders Agreement (a copy of which was attached as Exhibit O to
Amendment No. 4 to this Statement on Schedule 13D and is incorporated herein by
reference) and would also continue to be subject to the registration rights
originally granted pursuant to the GTS Registration Rights Agreement (as defined
in Item 6 of Amendment No. 4 to this Statement on Schedule 13D), which
registration rights Global TeleSystems Europe Holdings B.V. assigned to Alfa
Telecom on May 11, 2001. As affiliates of Alfa Telecom, Alfa Capital Holdings
and ABH Financial are currently subject to the New Standstill Agreement (a copy
of which was attached as Exhibit N to Amendment No. 4 to this Statement on
Schedule 13D and a copy of which is incorporated herein by reference) and would
continue to be subject to the New Standstill Agreement upon the exercise of the
Option. A copy of the Stock Option Agreement is attached hereto as Exhibit Q 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 Stock Option Agreement does not purport to
be complete and is qualified in its entirety by the terms of the Stock Option
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 13 of 26 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: November 6, 2002 ALFA TELECOM LIMITED
By: /s/ Pavel Nazarian
---------------------------------
Pavel Nazarian
Director
Date: November 6, 2002 ALFA CAPITAL HOLDINGS (CYPRUS) LIMITED
By: /s/ Pavel Nazarian
---------------------------------
Pavel Nazarian
Director
Date: November 6, 2002 ABH FINANCIAL LIMITED
By: /s/ Pavel Nazarian
---------------------------------
Pavel Nazarian
Director
Date: November 6, 2002 ALFA FINANCE HOLDINGS S.A.
By: /s/ Mikhail Fridman
---------------------------------
Mikhail Fridman
Director
Date: November 6, 2002 CTF HOLDINGS LIMITED
By: /s/ Franz Wolf
---------------------------------
Franz Wolf
Director
Date: November 6, 2002 CROWN FINANCE FOUNDATION
By: /s/ Franz Wolf
---------------------------------
Franz Wolf
Attorney-in-Fact
Page 14 of 26 Pages
ANNEX A
Directors and Officers of Alfa Telecom Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- --------------------- ----------------
Pavel Nazarian Director of Headquarters/Head of 22, Grand Rue, 2nd Floor,
Director International Compliance of Alfa Luxembourg, L-1661
(Russia) Finance Holdings S.A.
Joseph Louis Moss Administrative Director of Crown Suite 3, 4 Irish Place,
Director Resources AG Gibraltar
(United Kingdom)
Directors and Officers of Alfa Capital Holdings (Cyprus) Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- --------------------- ----------------
Pavel Nazarian Director of Headquarters/Head of 22, Grand Rue, 2nd Floor,
Director International Compliance of Alfa Luxembourg, L-1661
(Russia) Finance Holdings S.A.
Charalambos Michaelides Principal Manager of Abacus Julia House,
Director Financial Services Limited 3 Themistocles Dervis Street,
(Cyprus) 1066 Nicosia, Cyprus
Nicos Nicolaides Managing Partner of Abacus Julia House,
Director Financial Services Limited 3 Themistocles Dervis Street,
(Cyprus) 1066 Nicosia, Cyprus
Michael Georghiou Partner of Abacus Financial Julia House,
Director Services Limited 3 Themistocles Dervis Street,
(Cyprus) 1066 Nicosia, Cyprus
Natalia Bogush Administrative Director of Alfa Presidium Building, 3rd Floor,
Director Capital Holdings (Cyprus) Limited 6 Demosthenis Severis Avenue,
(Russia) 1080 Nicosia, Cyprus
Directors and Officers of ABH Financial Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- --------------------- ----------------
Pavel Nazarian Director of Headquarters/Head of 22, Grand Rue, 2nd Floor
Director International Compliance of Alfa Luxembourg, L-1661
(Russia) Finance Holdings S.A.
Page 15 of 26 Pages
Joseph Louis 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 11 Mashy Poryvaevoy Street,
Director Directors of OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
David Gould Deputy Director of Corporate 3 Smolenskaya Square,
Director Development, Finance and Control 121099 Moscow, Russia
(United States) for CTF Holdings Limited
Alexander Knaster Chief Executive Officer of OJSC 11 Mashy Poryvaevoy Street,
Director Alfa Bank 107078 Moscow, Russia
(United States)
Andrey Kosogov First Deputy Chairman of the 11 Mashy Poryvaevoy Street,
Director Executive Board of Directors 107078 Moscow, Russia
(Russia) of OJSC Alfa Bank
Alexey Kuzmichev Chairman of the Board of 21 Novy Arbat Street,
Director Directors of Crown Resources AG 121019 Moscow, Russia
(Russia)
Pavel Nazarian Director of Headquarters / Head of 22, Grand Rue, 2nd Floor
Officer - Director of International Compliance of Alfa Luxembourg, L-1661
Headquarters/Head of Finance Holdings S.A.
International Compliance
(Russia)
Aleksandr Tolchinsky Head of the Corporate Finance 12 Acad. Sakharov Prospect, 107078
Director Department of OJSC Alfa Bank Moscow, Russia
(United States)
Page 16 of 26 Pages
Directors and Officers of CTF Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
---------------------- --------------------- ----------------
Adrian Collister Director and Chartered ESC International -
Director Accountant, ESC, International Gibraltar Office -
(United Kingdom) P.O. Box 398, Ground Floor,
Neptune House, Marina Bay,
Gibraltar
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 Am Schragen Weg 14,
Director Company P.O. Box 1618, FL-9490 Vaduz,
(Liechtenstein) Liechtenstein
Dr. Christian Zangerle Attorney, Law Office of Dr. Am Schragen Weg 14,
Director Norbert 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)
Page 17 of 26 Pages
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)
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 18 of 26 Pages
EXHIBIT INDEX
Page No.
--------
P. Joint Filing Agreement, dated as of November 6, 2002,
by and among Alfa Telecom Limited, Alfa Capital
Holdings (Cyprus) Limited, ABH Financial Limited, Alfa
Finance Holdings S.A., CTF Holdings Limited and Crown
Finance Foundation...................................... 19
Q. Stock Option Agreement, dated as of November 1, 2002,
by and between Alfa Telecom Limited and Alfa Capital
Holdings (Cyprus) Limited............................... 21