UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
August 19, 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 110 Pages
Exhibit Index: Page 21
SCHEDULE 13D
CUSIP No. 38122G107 Page 2 of 110 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
7 Sole Voting Power
Number of 10,731,707*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,731,707*
With
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)
38.61%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 3 of 110 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
7 Sole Voting Power
Number of 1,609,756*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,609,756*
With
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)
5.79%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 4 of 110 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
7 Sole Voting Power
Number of 1,609,756*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,609,756*
With
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)
5.79%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 5 of 110 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
7 Sole Voting Power
Number of 10,731,707*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,731,707*
With
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)
[ ]
13 Percent of Class Represented by Amount in Row (11)
38.61%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 6 of 110 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
7 Sole Voting Power
Number of 10,731,707*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,731,707*
With
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)
[ ]
13 Percent of Class Represented by Amount in Row (11)
38.61%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 7 of 110 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
7 Sole Voting Power
Number of 10,731,707*
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,731,707*
With
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)
[ ]
13 Percent of Class Represented by Amount in Row (11)
38.61%*
14 Type of Reporting Person (See Instructions)
OO
* See Items 5 and 6 hereof.
Page 8 of 110 Pages
This Amendment No. 7 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. 7 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; Amendment No. 5
thereto, dated November 6, 2002; and Amendment No. 6 thereto, dated April 10,
2003 (collectively, the "Initial Statement"), filed by the Reporting Persons (as
defined herein). This Amendment No. 7 is being filed by the Reporting Persons in
connection with the execution by Alfa Telecom (as defined herein) of a Successor
Shareholders Agreement, a Successor Standstill Agreement and a Successor
Registration Rights Agreement (each, as defined herein). 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 account of Alfa Telecom.
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, First Floor 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 110 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. CTF Holdings is the majority owner
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"). Collectively, the Holding
Companies own a majority of the shares of Alfa Finance. As a consequence of its
ownership interests in the Holding Companies, CTF Holdings may be deemed to have
the power to direct the voting of a majority of the shares of Alfa Finance and
may therefore 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.
Item 4. Purpose of Transaction.
The information set forth in Items 5 and 6 hereof is hereby incorporated by
reference into this Item 4.
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 Successor Shareholders Agreement (as
Page 10 of 110 Pages
described in Items 5 and 6 hereof and a copy of which is attached hereto as
Exhibit R), 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 4 and 6 hereof is hereby incorporated by
reference into this Item 5.
(a) (i) Each of Alfa Telecom, Alfa Finance, CTF Holdings and Crown Finance
may be deemed to be the beneficial owner of the 10,731,707 Shares held for the
account of Alfa Telecom (approximately 38.61% 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 1,609,756 Shares (approximately 5.79% of the total
number of Shares outstanding). This number consists of 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.
(iii) The Issuer, Nye Telenor East Invest AS, a company organized under
the laws of Norway ("Telenor"), 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 new Shareholders Agreement, dated as of August
19, 2003 (the "Successor Shareholders Agreement"), a new Standstill Agreement,
dated as of August 19, 2003 (the "Successor Standstill Agreement"), and a new
Registration Rights Agreement, dated as of August 19, 2003 (the "Successor
Registration Rights Agreement"), which, effective as of the Telenor Effective
Date, will supersede the Shareholders Agreement, dated as of September 5, 2002
(the "Prior Shareholders Agreement"), the Standstill Agreement, dated as of
September 5, 2002 (the "Prior Standstill Agreement"), and existing Registration
Rights Agreements entered into by the Issuer and various parties to the
Successor Registration Rights Agreement (the "Prior Registration Rights
Agreements"), respectively. Copies of the Successor Shareholders Agreement, the
Successor Standstill Agreement and the Successor Registration Rights Agreement
are attached hereto as Exhibits R, S and T 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
Telenor, RTK, CIG, Cavendish and First NIS Regional Fund for information
regarding such entities, their respective
Page 11 of 110 Pages
beneficial ownership of Shares and any changes t0o such respective beneficial
ownership of Shares. To the best of the Reporting Persons' knowledge, as of
August 29, 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 (14.48% of the Issuer); CIG - 2,166,405 (7.79% of the Issuer);
Cavendish - 1,845,769 (6.64% of the Issuer) and First NIS Regional Fund -
723,906 (2.60% of the Issuer). To the best of the Reporting Persons' knowledge,
as of August 29, 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 19,491,854 Shares (70.13% of the Issuer). These percentages
are calculated on the basis of the Issuer having 27,795,065 Shares issued and
outstanding on the date hereof. To the best of the Reporting Persons' knowledge,
as of the Telenor Effective Date (as defined in Item 6 hereof), each of Telenor,
RTK, CIG, Cavendish and First NIS Regional Fund, respectively, may be deemed to
beneficially own the following numbers of Shares: Telenor - 6,732,966 (19.50%);
RTK - 4,024,067 (11.65% of the Issuer); CIG - 2,166,405 (6.27% of the Issuer);
Cavendish - 1,845,769 (5.35% of the Issuer) and First NIS Regional Fund -
723,906 (2.10% of the Issuer). To the best of the Reporting Persons' knowledge,
as of the Telenor Effective Date, Telenor, 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 26,224,820 Shares (75.95% of the
Issuer). These percentages are calculated on the basis of the Issuer having
34,528,031 Shares issued and outstanding on the Telenor Effective Date. 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) 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) 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 which Alfa
Capital has the right to acquire from Alfa Telecom.
(iii) Under the terms of the Successor 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 Successor 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 Telenor, RTK, CIG, Cavendish
or First NIS Regional Fund.
(c) The Reporting Persons have effected no transactions with respect to the
Shares since June 30, 2003 (60 days prior to the date hereof).
(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.
Page 12 of 110 Pages
(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 hereby supplementally amended as follows:
On August 19, 2003, the Issuer entered into a share exchange agreement (the
"Share Exchange Agreement") with Telenor (as defined in Item 5 hereof), pursuant
to which Telenor will acquire Shares of the Issuer upon the satisfaction of
certain conditions relating to such acquisition (the "Telenor Transaction"). In
connection with the Telenor Transaction, Alfa Telecom has entered into (i) the
Successor Shareholders Agreement (as described in Items 4 and 5 hereof and a
copy of which is attached hereto as Exhibit R), which contains certain
provisions relating to business combinations, transfers of Shares, the
nomination and removal of the directors of the Issuer and the approval of
special transactions, (ii) the Successor Standstill Agreement (as described in
Item 5 hereof and a copy of which is attached hereto as Exhibit S), which
contains certain provisions relating to proxy contests and the acquisition of
Shares and (iii) the Successor Registration Rights Agreement (as described in
Item 5 hereof, and a copy of which is attached hereto as Exhibit T), which
contains certain provisions relating to the registration of Shares under the
United States Securities Act of 1933, as amended. Each of the Successor
Shareholders Agreement, the Successor Standstill Agreement and the Successor
Registration Rights Agreement is intended to be effective and to supersede the
Prior Shareholders Agreement, the Prior Standstill Agreement and the Prior
Registration Rights Agreement, respectively, as of the effective date of the
Telenor Transaction (the "Telenor Effective Date").
Successor Shareholders Agreement. As described in Items 4 and 5 hereof, the
Issuer, Telenor, RTK, Alfa Telecom, CIG, Cavendish and First NIS entered into
the Successor Shareholders Agreement, which will supersede the Prior
Shareholders Agreement in its entirety as of the Telenor Effective Date. The
Successor Shareholders Agreement provides for certain tag-along rights
exercisable by CIG, RTK and/or Barings in the event that Alfa Telecom proposes
to transfer Shares to a third party who will own, directly or indirectly, at
least one-third of the Issuer's issued and outstanding Shares (as adjusted for
capital changes) immediately after such transfer. Upon the exercise by CIG, RTK
and/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.
The Successor Shareholders Agreement also provides each of Alfa Telecom and
Telenor (i) the right to participate on a pro rata basis in a transfer of Shares
when either party receives a bona fide offer for Shares and (ii) the right to
participate on an equal basis in an offer to purchase the Shares held by Barings
or CIPEF. The Successor Shareholders Agreement also provides Alfa Telecom,
Telenor and RTK with a right of first offer in the event that a significant
shareholder proposes to transfer any Shares to another person. In addition, the
Successor Shareholders Agreement grants to each of Telenor, 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 the Issuer
from time to time during the term of the Successor Shareholders Agreement.
In addition, the Successor Shareholders Agreement provides for the
nomination and removal of directors of the Issuer for two years after the
Telenor Effective Date. Subject to certain conditions, Alfa Telecom generally
has the right to designate three directors and Telenor has the right to
designate two directors. Each of CIPEF and Barings has the right to designate
one director, both of whom shall be independent. RTK has the right to designate
two directors, one of
Page 13 of 110 Pages
whom shall be independent. One independent director (who shall also be a
financial expert in the event that no other director is a financial expert)
shall be designated by the Board of Directors of the Issuer. If RTK owns less
than 10% but more than 3% of the issued and outstanding voting Shares, the
number of directors designated by RTK will be reduced to one. If RTK owns less
than 3% of the issued and outstanding voting Shares, the number of directors
designated by RTK will be reduced to zero. If CIPEF or Barings owns less than 3%
of the issued and outstanding voting Shares, the number of directors designated
by CIPEF or Barings, as the case may be, will be reduced to zero. The Successor
Shareholders Agreement also provides for a reduction in the number of directors
to be designated by a shareholder, including Alfa Telecom and Telenor, upon
other specified reductions in its ownership threshold levels relating to the
Issuer's issued and outstanding voting Shares. The Issuer and each of Telenor,
RTK, Alfa Telecom, Barings and CIPEF have agreed that so long as the agreement
set forth in Section 3 of the Successor 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
the Issuer 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 Successor
Shareholders Agreement in accordance with the terms of such provision.
The Successor Shareholders Agreement also contains procedures relating to
the approval of special transactions which involve, directly or indirectly, a
value exceeding 5% of the total consolidated assets of the Issuer 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. Furthermore,
the Successor Shareholders Agreement restricts business combinations with the
Issuer by the parties thereto without the prior approval of the Board of
Directors of the Issuer (including approval by a majority of the disinterested
directors as defined therein).
In addition, the Successor Shareholders Agreement prohibits any party
thereto from acquiring beneficial ownership of any voting Shares of the Issuer
if after such acquisition such shareholder would beneficially own in aggregate
50% or more of the voting Shares of the Issuer, unless such acquisition is made
pursuant to a tender offer. Any person who acquires 10% or more of the voting
Shares of the Issuer from a party to the Successor Shareholders Agreement is
required to execute an endorsement and be bound by this tender offer
requirement.
The Successor Shareholders Agreement shall terminate upon the earlier of
(i) unanimous written consent to termination by the parties thereto or (ii) the
date on which any person, individually or collectively with its affiliates, owns
more than 50% of the voting Shares of the Issuer. The Successor Shareholders
Agreement will also terminate as to any of the parties thereto if such entity
ceases to hold at least 3% of the Issuer's issued and outstanding Shares. A copy
of the Successor Shareholders Agreement is attached hereto as Exhibit S and is
incorporated herein by reference.
Successor Standstill Agreement. As disclosed in Item 5 hereof, the Issuer,
Telenor, RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund have entered
into the Successor Standstill Agreement, which will supercede the Prior
Standstill Agreement in its entirety as of the Telenor Effective Date. Each of
the parties to the Successor Standstill Agreement has agreed, among other
things, not to (i) acquire voting Shares of the Issuer in excess of specified
levels (subject to certain exceptions) or (ii) engage in proxy contests in
respect of voting Shares of the Issuer, in each case for a period of eighteen
months following the date of the Successor Standstill Agreement. The Successor
Standstill Agreement 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 Issuer, (iii) an event of
insolvency affecting the Issuer, or the appointment of a receiver for the
Issuer, (iv) the date on which any person owns, individually or
Page 14 of 110 Pages
collectively with its affiliates, 50% or more of the voting Shares of the
Issuer, or (v) the date eighteen months following the effectiveness of the
Successor Standstill Agreement. Any party to the Successor Standstill Agreement
who, together with its affiliates, having once attained ownership of at least 3%
or more of the voting Shares, thereafter ceases to own, together with its
affiliates, at least 3% of the voting Shares of the Issuer, shall cease to be a
party thereto and shall cease to have any rights or obligations thereunder. A
copy of the Successor Standstill Agreement is attached hereto as Exhibit S and
is incorporated herein by reference.
Successor Registration Rights Agreement. The Issuer, Telenor, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Registration Rights Agreement, which will supercede the Prior
Registration Rights Agreements in its entirety as of the Telenor Effective Date.
The Successor Registration Rights Agreement provides the parties thereto with
the right to request that the Issuer effect a registration under the United
States Securities Act of 1933, as amended, with respect to all or a part of the
Shares held by the parties thereto on the Telenor Effective Date as well as
certain additional Shares acquired thereafter, provided, however, that at least
500,000 Shares are requested to be registered by such shareholder or
shareholders. The Successor Registration Rights Agreement also allows the other,
non-demanding parties thereto to have all or part of the Shares held by them on
the effective date of the Successor Registration Rights Agreement (as well as
certain additional Shares acquired thereafter) included in the registration.
Each of Alfa Telecom, RTK and Telenor is entitled to two demand registration
requests, and each of Barings and CIPEF is entitled to one demand registration
request. . A copy of the Successor Registration Rights Agreement is attached
hereto as Exhibit T 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 descriptions of the Successor Shareholders Agreement, the
Successor Standstill Agreement and the Successor Registration Rights Agreement
do not purport to be complete and are qualified in their entirety by the terms
of the New Shareholders Agreement and the New Standstill 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.
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 15 of 110 Pages
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 16 of 110 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: August 29, 2003 ALFA TELECOM LIMITED
By: /s/ Pavel Nazarian
--------------------------------
Pavel Nazarian
Director
Date: August 29, 2003 ALFA CAPITAL HOLDINGS (CYPRUS)
LIMITED
By: /s/ Pavel Nazarian
--------------------------------
Pavel Nazarian
Director
Date: August 29, 2003 ABH FINANCIAL LIMITED
By: /s/ Pavel Nazarian
--------------------------------
Pavel Nazarian
Director
Date: August 29, 2003 ALFA FINANCE HOLDINGS S.A.
By: /s/ Pavel Nazarian
--------------------------------
Pavel Nazarian
Director
Date: August 29, 2003 CTF HOLDINGS LIMITED
By: /s/ Franz Wolf
--------------------------------
Franz Wolf
Director
Date: August 29, 2003 CROWN FINANCE FOUNDATION
By: /s/ Franz Wolf
--------------------------------
Franz Wolf
Director
Page 17 of 110 Pages
ANNEX A
Directors and Officers of Alfa Telecom Limited
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
Pavel Nazarian Director of Headquarters / 22, Grand Rue, 2nd Floor,
Director Head of International Luxembourg, L-1661
(Russia) Compliance of Alfa
Finance Holdings S.A.
Joseph Louis Moss Administrative Director of Suite 3, 4 Irish Place,
Director Crown 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 / 22, Grand Rue,
Director Head of International 2nd Floor,
(Russia) Compliance of Alfa Luxembourg,
Finance Holdings S.A. L-1661
Michael Georghiou Partner of Abacus Financial Julia House,
Director Services Limited 1st Floor
(Cyprus) 3 Themistocles
Dervis Street,
1066 Nicosia,
Cyprus
Andriy Glavatskyy Director of Alfa Capital Presidium
Director Holdings (Cyprus) Limited Building,
(Ukraine) 3rd Floor,
6 Demosthenis
Severis Avenue,
1080 Nicosia,
Cyprus
Valery Ziukin Director of Alfa Capital Presidium Building,
Director Holdings (Cyprus) Limited 3rd Floor,
(Russia) 6 Demosthenis
Severis Avenue,
1080 Nicosia,
Cyprus
Directors and Officers of ABH Financial Limited
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
Pavel Nazarian Director of Headquarters / 22, Grand Rue,
Director Head of International 2nd Floor
(Russia) Compliance ofAlfa Luxembourg,
Finance Holdings S.A. L-1661
Joseph Louis Moss Administrative Director of Suite 3,
Director Crown Resources AG 4 Irish Place,
(United Kingdom) Gibraltar
Page 18 of 110 Pages
Directors and Officers of Alfa Finance Holdings S.A.
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
Peter Aven President of OJSC Alfa 11 Mashy
Director Bank Poryvaevoy Street,
(Russia) 107078 Moscow,
Russia
Mikhail Fridman Chairman of the Board of 11 Mashy Poryvaevoy
Director Directors of OJSC Alfa Street,
(Russia) Bank 107078 Moscow,
Russia
David Gould Deputy Director of 3 Smolenskaya Square,
Director Corporate Development, 121099 Moscow, Russia
(United States) Finance and Control for
CTF Holdings Limited
Alexander Knaster Chief Executive Officer 11 Mashy Poryvaevoy
Director of OJSC Alfa Bank Street,
(United States) 107078 Moscow, Russia
Andrey Kosogov First Deputy Chairman of 11 Mashy Poryvaevoy
Director the Executive Board of Street,
(Russia) Directors of OJSC Alfa 107078 Moscow,
Bank Russia
Alexey Kuzmichev Chairman of the Board of 21 Novy Arbat Street,
Director Directors of Crown 121019 Moscow, Russia
(Russia) Resources AG
Pavel Nazarian Director of Headquarters/ 22, Grand Rue,
Officer - Director Head of International 2nd Floor
of Headquarters/ Compliance of Luxembourg, L-1661
Head of Inter- Alfa Finance
national Compliance Holdings S.A.
(Russia)
Aleksandr Tolchinsky Head of the Corporate 12 Acad. Sakharov
Director Finance Department of Prospect,
(United States) OJSC Alfa Bank 107078
Moscow, Russia
Directors and Officers of CTF Holdings Limited
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
Adrian Collister Director and Chartered ESC International -
Director Accountant, ESC, Gibraltar Office -
(United Kingdom) International P.O. Box 398,
Ground Floor, Neptune
House, Marina Bay,
Gibraltar
Alla Koudriavtseva Director of CTF Holdings Suite 2, 4 Irish Place,
Director Limited Gibraltar
(Russia)
Page 19 of 110 Pages
Franz Wolf Director of CTF Holdings Suite 2, 4 Irish Place,
Director Limited Gibraltar
(Germany)
Directors and Officers of Crown Finance Foundation
Name/Title/
Citizenship Principal Occupation Business Address
----------- -------------------- ----------------
Christian Rosenow Financial Advisor Claridenstrasse
Director 25 CH-8002
(Switzerland) Zurich, Switzerland
Dr. Norbert Seeger Attorney, ArComm Trust Am Schragen Weg 14,
Director Company P.O. Box 1618,
(Liechtenstein) FL-9490 Vaduz,
Liechtenstein
Dr. Christian Zangerle Attorney, Law Office of Am Schragen Weg 14,
Director Dr. Norbert Seeger P.O. Box 1618,
(Austria) FL-9490 Vaduz,
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
Director Street,
(Russia) 107078 Moscow, Russia
Vladimir Bernstein Director of Strategic 3,Smolenskaya Square,
Director and Investment Planning, Floor 9,
(Russia) Alfa Group 121099 Moscow, 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 11 Mashy Poryvaevoy
Director Directors, OJSC Alfa Bank Street,
(Russia) 107078 Moscow, Russia
Mikhail Gamzin Chief Executive Officer, 3rd Golutvinsky Pereulok,
Director United Food Company 10 Building 6,
(Russia) 109180 Moscow, Russia
German Khan Member of the Board of 18/2, Schipok Street,
Director Directors, OJSC Tyumen 113097 Moscow, Russia
(Russia) Oil Company
Lev Khasis Chairman of the Board of 89 Dmitrovskoye Shosse,
Director Directors, JSC 127486 Moscow, Russia
(Russia) Perekriostok and TH GUM
Page 20 of 110 Pages
Alexander Kosiyanenko Chief Executive Officer, 14817 Moscow Region,
Director JSC Perekrestok District of Mytischy,
(Russia) Paveltsevo Village,
Russia
Alexey Kuzmichev Chairman of the Board of 21 Novy Arbat Street,
Director Directors, Crown 121019 Moscow,
(Russia) Resources AG Russia
Nigel John Robinson Director of Corporate 3 Smolenskaya Square,
Director Development, Finance and Floor 9,
(United Kingdom) Control, Alfa Group 121099 Moscow, Russia
Alexei Reznikovich Director for Asset 3 Smolenskaya Square,
Director Management and Control, Floor 9,
(Russia) Alfa Group 121099 Moscow, 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 21 of 110 Pages
EXHIBIT INDEX
Page No.
--------
R. Shareholders Agreement, dated as of August 19, 2003, by and
among Golden Telecom, Inc., Nye Telenor East Invest AS, OAO
Rostelecom, Alfa Telecom Limited, Capital International
Global Emerging Markets Private Equity Fund, L.P., Cavendish
Nominees Limited and First NIS Regional Fund
SICAV.............................................................22
S. Standstill Agreement, dated as of August 19, 2003, by and
among Golden Telecom, Inc., Nye Telenor East Invest AS, OAO
Rostelecom, Alfa Telecom Limited, Capital International
Global Emerging Markets Private Equity Fund, L.P., Cavendish
Nominees Limited and First NIS Regional Fund
SICAV.............................................................67
T. Registration Rights Agreement, dated as of August 19, 2003,
by and among Golden Telecom, Inc., Nye Telenor East Invest
AS, OAO Rostelecom, Alfa Telecom Limited, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited and First NIS Regional Fund
SICAV.............................................................84