UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
GOLDEN TELECOM, INC.
--------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
38122G107
-----------------
(CUSIP Number)
Patrick J. Dooley, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, NY 10022
(212) 872-1000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 2003
------------------------------
(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 18 Pages
SCHEDULE 13D
CUSIP No. 38122G107 Page 2 of 18 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)
39.56%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 3 of 18 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 1,668,696*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,668,696*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,668,696*
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)
6.15%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 4 of 18 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 1,668,696*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 1,668,696*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,668,696*
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)
6.15%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 5 of 18 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 10,790,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 10,790,647*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,790,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
39.78%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 6 of 18 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 10,790,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 10,790,647*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,790,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
39.78%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 7 of 18 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 10,790,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 10,790,647*
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,790,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented by Amount in Row (11)
39.78%*
14 Type of Reporting Person (See Instructions)
OO
* See Items 5 and 6 hereof.
Page 8 of 18 Pages
This Amendment No. 6 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. 6 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; Amendment No. 3 thereto, dated February
28, 2002; Amendment No. 4 thereto, dated September 9, 2002; and Amendment No. 5
thereto, dated November 6, 2002 (collectively, the "Initial Statement"), filed
by the Reporting Persons (as defined herein). This Amendment No. 6 is being
filed by the Reporting Persons in connection with an internal restructuring.
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
Alfa Capital Holdings. Certain Shares currently held for the account of Alfa
Capital Holdings were formerly held for the account of a British Virgin Islands
company ("BVI Sub"), the sole shareholder of which was Alfa Finance. Upon the
liquidation of BVI Sub, the assets of BVI Sub were transferred to the account of
Alfa Capital Holdings.
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 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.
Page 9 of 18 Pages
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 and ABH Financial and, in such capacity, may
be deemed to be the beneficial owner of Shares held for the accounts of each of
Alfa Telecom and Alfa Capital Holdings. 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 April 1, 2003, in
connection with an internal restructuring, the owners of Cotesmore Holdings
Limited, a Bahamas corporation ("Cotesmore"), Laketown Services Limited, an Isle
of Man corporation ("Laketown"), and Bardsley Investment Corp., a British Virgin
Islands corporation ("Bardsley" and, together with Cotesmore and Laketown, the
"Holding Companies"), transferred, for nominal consideration, certain shares of
the Holding Companies to CTF Holdings. As a consequence of the internal
restructuring, CTF Holdings may be deemed to have the power to direct the voting
of a majority of the shares of Alfa Finance. As part of the internal
restructuring, the Administration Agreement (as defined in Item 6 hereof),
pursuant to which CTF Holdings had been granted a power of attorney authorizing
it to take certain actions with respect to the Holding Companies' interests in
Alfa Finance, was terminated. Following the internal restructuring, CTF Holdings
may be deemed to be the beneficial owner of Shares held for the accounts of each
of Alfa Telecom and Alfa Capital Holdings. 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, may be deemed to be the beneficial owner of Shares held for the
accounts of each of Alfa Telecom and Alfa Capital Holdings. 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.
Page 10 of 18 Pages
Item 4. Purpose of Transaction.
This Item 4 is supplementally amended as follows.
Each of Peter Aven, Andrey Kosogov and Tigran Agadjanov began serving as a
director of the Issuer on May 11, 2001. Mr. Aven is chairman of the board of
directors of the Issuer. Mr. Aven and Mr. Kosogov are also directors of Alfa
Finance. Mr. Agadjanov was a managing director of an affiliate of the Reporting
Persons. Mr. Agadjanov resigned from the board of directors of the Issuer in
December 2002. Pursuant to the New Shareholders Agreement (a copy of which is
attached as Exhibit O to Amendment No. 4 to this Statement on Schedule 13D and
is incorporated herein by reference), Alfa Telecom has the right to appoint a
replacement for Mr. Agadjanov but has not yet exercised this right.
As directors of the Issuer, Mr. Aven and Mr. Kosogov may have influence
over the corporate activities of the Issuer, including activities which may
relate to transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. In addition, as a result of their beneficial ownership positions,
the Reporting Persons may have influence over the corporate activities of the
Issuer, including activities which may relate to transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
The information set forth in Items 2 and 6 hereof is hereby incorporated by
reference into this Item 5.
(a) (i) Alfa Telecom may be deemed to be the beneficial owner of the
10,731,707 Shares held for its own account (approximately 39.56% of the total
number of Shares outstanding).
(ii) Each of Alfa Capital Holdings and ABH Financial may be
deemed to be the beneficial owner of 1,668,696 Shares (approximately 6.15% of
the total number of Shares outstanding). This number consists of (i) 1,609,756
Shares currently held for the account of Alfa Telecom which Alfa Capital
Holdings holds an option to purchase from Alfa Telecom at an exercise price of
$10.25 per Share and (ii) 58,940 Shares currently held for the account of Alfa
Capital Holdings. The 58,940 Shares currently held for the account of Alfa
Capital Holdings were formerly held for the account of BVI Sub, the sole
shareholder of which was Alfa Finance. Upon the liquidation of BVI Sub, the
assets of BVI Sub were transferred to the account of Alfa Capital Holdings.
(iii) Each of Alfa Finance, CTF Holdings and Crown Finance may be
deemed to be the beneficial owner of 10,790,647 Shares (approximately 39.78% of
the total number of Shares outstanding). This number consists of (i) 58,940
Shares held for the account of Alfa Telecom and (ii) 108,940 Shares held for the
account of Alfa Capital Holdings.
(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
Page 11 of 18 Pages
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 superseded 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. Copies of the
New Shareholders Agreement and New Standstill Agreement are attached as Exhibits
N and O to Amendment No. 4 to this Statement on Schedule 13D and are
incorporated herein by reference.
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 April 10, 2003, 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 (14.83% of the Issuer); CIG - 2,166,405
(7.99% of the Issuer); Cavendish - 1,844,469 (6.80% of the Issuer) and First NIS
Regional Fund - 723,907 (2.67% of the Issuer). To the best of the Reporting
Persons' knowledge, as of April 10, 2003, 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 19,549,495 Shares (72.07% of the
Issuer). This number includes 58,940 Shares held for the account of Alfa Capital
Holdings. All percentages reported herein are calculated on the basis of the
Issuer having 27,126,470 Shares issued and outstanding. 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 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 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 58,940 Shares held for the account of Alfa
Capital Holdings and, upon the exercise of the Option (a copy of which is
attached as Exhibit Q to Amendment No. 5 to this Statement on Schedule 13D and
is incorporated herein by reference), the 1,609,756 Shares that Alfa Capital
Holdings has the right to acquire from Alfa Telecom.
(iii) 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 for the transactions listed on Annex B hereto or disclosed
herein, there have been no transactions effected with respect to the Shares
since February 9, 2003 (60 days prior to the date hereof) by any of the
Reporting Persons.
Page 12 of 18 Pages
(d) The shareholder of each of Alfa Telecom and Alfa Capital Holdings has
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities held by Alfa Telecom and Alfa Capital Holdings in
accordance with its ownership interest in Alfa Telecom and Alfa Capital
Holdings.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Items 2, 4 and 5 hereof is hereby incorporated
by reference into this Item 6.
This Item 6 is supplementally amended as follows:
As described in Item 2 hereof, effective as of April 1, 2003, in connection
with an internal restructuring, the owners of Cotesmore, Laketown and Bardsley
transferred certain shares of such Holding Companies to CTF Holdings for nominal
consideration. As a consequence of the internal restructuring, CTF Holdings may
be deemed to have the power to direct the voting of a majority of the shares of
Alfa Finance. As part of the internal restructuring, the Administration
Agreement, dated as of February 27, 2002, by and among CTF Holdings, each of the
Holding Companies and Alfa Finance (the "Administration Agreement," a copy of
which was attached as Exhibit L to Amendment No. 3 to this Statement on Schedule
13D and is incorporated herein by reference), pursuant to which CTF Holdings was
granted a power of attorney authorizing it to take certain actions with respect
to the Holding Companies' interests in Alfa Finance, was terminated.
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.
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.
Page 13 of 18 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: April 10, 2003 ALFA TELECOM LIMITED
By:/s/ Pavel Nazarian
----------------------------------
Pavel Nazarian
Director
Date: April 10, 2003 ALFA CAPITAL HOLDINGS (CYPRUS)
LIMITED
By:/s/ Pavel Nazarian
----------------------------------
Pavel Nazarian
Director
Date: April 10, 2003 ABH FINANCIAL LIMITED
By:/s/ Pavel Nazarian
----------------------------------
Pavel Nazarian
Director
Date: April 10, 2003 ALFA FINANCE HOLDINGS S.A.
By:/s/ Pavel Nazarian
----------------------------------
Pavel Nazarian
Director
Date: April 10, 2003 CTF HOLDINGS LIMITED
By:/s/ Franz Wolf
----------------------------------
Franz Wolf
Director
Date: April 10, 2003 CROWN FINANCE FOUNDATION
By:/s/ Franz Wolf
----------------------------------
Franz Wolf
Attorney-in Fact
Page 14 of 18 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.
Joseph Louis Moss Administrative Director of Crown Suite 3, 4 Irish Place,
Director Resource AG Gibraltar
(United Kingdom)
Page 15 of 18 Pages
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 11 Mashy Poryvaevoy Street,
Director Executive Board of Directors of OJSC 107078 Moscow, Russia
(Russia) Alfa Bank
Alexey Kuzmichev Chairman of the Board of Directors of 21 Novy Arbat Street,
Director 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)
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
Alla Koudriavtseva Director of CTF Holdings Limited Suite 2, 4 Irish Place,
Director Gibraltar
(Russia)
Page 16 of 18 Pages
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
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, OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
Director 107078 Moscow, Russia
(Russia)
Alexander Fain Chief Executive Officer, 21 Novy Arbat Street,
Director LLC Alfa Eco 121019 Moscow, Russia
(Russia)
Mikhail Fridman Chairman of the Board of Directors, 11 Mashy Poryvaevoy Street,
Director OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
Mikhail Gamzin Chief Executive Officer, United 3rd Golutvinsky Pereulok,
Director Food Company 10 Building 6,
(Russia) 109180 Moscow, Russia
German Khan Member of the Board of Directors, 18/2, Schipok Street,
Director OJSC Tyumen Oil Company 113097 Moscow, Russia
(Russia)
Vladimir Bernstein Director of Strategic and Investment 3 Smolenskaya Square, Floor 9,
Director Planning, Alfa Group 121099 Moscow, Russia
(Russia)
Alexander Kosiyanenko Chief Executive Officer, JSC 14817 Moscow Region, District of
Director Perekrestok Mytischy, Paveltsevo Village, Russia
(Russia)
Page 17 of 18 Pages
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Alexey Kuzmichev Chairman of the Board of Directors, 21 Novy Arbat Street,
Director Crown Resources AG 121019 Moscow, Russia
(Russia)
Nigel John Robinson Director of Corporate Development, 3 Smolenskaya Square, Floor 9,
Director Finance and Control, Alfa Group 121099 Moscow, Russia
(United Kingdom)
Alexei Reznikovich Director for Asset Management and 3 Smolenskaya Square, Floor 9,
Director Control, Alfa Group 121099 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 18 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
------------------ ----------- ----------- ---------- -----
Alfa Capital Holdings 3/6/03 Sale 50,000 Shares $15,1885 per
(Cyprus) Limited Share