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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
AUGUST 19, 2003
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27423 51-0391303
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
1 KOZHEVNICHESKY PROEZD
MOSCOW, RUSSIA 115114
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On August 19, 2003, Golden Telecom, Inc. ("GTI") and wholly-owned
subsidiaries of GTI entered into share exchange agreements with Nye Telenor East
Invest AS ("Telenor") to acquire 100% of the issued and outstanding shares of
capital stock in OAO Comincom ("Comincom") held by Telenor. Upon closure,
Telenor will be issued GTI common stock such that Telenor will hold 19.5% of the
outstanding common shares of GTI on the date of closing. The consummation of the
transaction is conditioned upon, among other things, the receipt of all
necessary regulatory approvals in the United States and Russia, financial
performance covenants for both parties, approval of GTI's shareholders and
approval of the Board of Directors of Telenor. Upon consummation of the
transaction, GTI will own 100% of Comincom. The transaction is expected to close
before the end of 2003. The Company's press releases announcing such transaction
are attached hereto as Exhibit 99.1 and 99.2, and the Share Exchange Agreement,
Registration Rights Agreement, Standstill Agreement and Shareholders Agreement
entered into in connection with the transaction and audited US GAAP consolidated
financial statements for Comincom are attached hereto as Exhibits 99.4, 99.5,
99.6, 99.7 and 99.3, respectively. The exhibits filed herewith are incorporated
herein by reference.
As an integral part of the transaction, the prospective controlling
shareholders of GTI have executed a Shareholders Agreement and a Standstill
Agreement that will enter into effect on the closure of the transaction and that
are subject to the corporate approval of each of their respective Boards of
Directors. These agreements have been approved by a Special Committee of the
Board of Directors of GTI. At closing, the controlling shareholders will be Alfa
Telecom Limited, Telenor, OAO Rostelecom, Capital International Emerging Markets
Private Equity Fund L.P., Cavendish Nominees Limited, and First NIS Regional
Fund SICAV.
Item 7. Financial Statements and Exhibits.
DESIGNATION DESCRIPTION OF EXHIBIT
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23.1 Consent of ZAO Pricewaterhouse Coopers Audit, Independent
Auditors (OAO Comincom).
99.1 Press release dated August 19, 2003 announcing Golden
Telecom, Inc. to acquire OAO Comincom from Nye Telenor East
Invest AS in exchange for newly issued shares.
99.2 Supplemental press release dated August 20, 2003 announcing
Golden Telecom, Inc. to acquire OAO Comincom from Nye
Telenor East Invest AS in exchange for newly issued shares.
99.3 Audited US GAAP Consolidated Financial Statements of OAO
Comincom - December 31, 2002 and 2001.
99.4 Share Exchange Agreement dated August 19, 2003 by and among
Golden Telecom, Inc., SFMT-CIS, Inc. (a wholly-owned
subsidiary of Golden Telecom, Inc.) and Nye Telenor East
Invest AS.
99.5 Registration Rights Agreement dated as of August 19, 2003
between and among Golden Telecom, Inc., Alfa Telecom
Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited, and First NIS Regional
Fund SICAV.
99.6 Standstill Agreement dated as of August 19, 2003 between and
among Alfa Telecom Limited, Nye Telenor East Invest AS, OAO
Rostelecom, Capital International Global Emerging Markets
Private Equity Fund, L.P., Cavendish Nominees Limited, First
NIS Regional Fund SICAV and Golden Telecom, Inc.
99.7 Shareholders Agreement dated as of August 19, 2003 between
and among Alfa Telecom Limited, Nye Telenor East Invest AS,
OAO Rostelecom, Capital International Global Emerging
Markets Private Equity Fund, L.P., Cavendish Nominees
Limited, First NIS Regional Fund SICAV and Golden Telecom,
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ DAVID STEWART
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Name: David Stewart
Title: Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: August 20, 2003
INDEX TO EXHIBITS
DESIGNATION DESCRIPTION OF EXHIBIT
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23.1 Consent of ZAO Pricewaterhouse Coopers Audit, Independent
Auditors (OAO Comincom).
99.1 Press release dated August 19, 2003 announcing Golden
Telecom, Inc. to acquire OAO Comincom from Nye Telenor East
Invest AS in exchange for newly issued shares.
99.2 Supplemental press release dated August 20, 2003 announcing
Golden Telecom, Inc. to acquire OAO Comincom from Nye
Telenor East Invest AS in exchange for newly issued shares.
99.3 Audited US GAAP Consolidated Financial Statements of OAO
Comincom - December 31, 2002 and 2001.
99.4 Share Exchange Agreement dated August 19, 2003 by and among
Golden Telecom, Inc., SFMT-CIS, Inc. (a wholly-owned
subsidiary of Golden Telecom, Inc.) and Nye Telenor East
Invest AS.
99.5 Registration Rights Agreement dated as of August 19, 2003
between and among Golden Telecom, Inc., Alfa Telecom
Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited, and First NIS Regional
Fund SICAV.
99.6 Standstill Agreement dated as of August 19, 2003 between and
among Alfa Telecom Limited, Nye Telenor East Invest AS, OAO
Rostelecom, Capital International Global Emerging Markets
Private Equity Fund, L.P., Cavendish Nominees Limited, First
NIS Regional Fund SICAV and Golden Telecom, Inc.
99.7 Shareholders Agreement dated as of August 19, 2003 between
and among Alfa Telecom Limited, Nye Telenor East Invest AS,
OAO Rostelecom, Capital International Global Emerging
Markets Private Equity Fund, L.P., Cavendish Nominees
Limited, First NIS Regional Fund SICAV and Golden Telecom,
Inc.