SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GOLDEN TELECOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
CONNIE HELYAR
CAVENDISH NOMINEES LIMITED
C/O INTERNATIONAL PRIVATE EQUITY SERVICES
13-15 VICTORIA ROAD, PO BOX 431
ST. PETER PORT
GY1 3ZD
GUERNSEY, CHANNEL ISLANDS
+44-1481-713-843
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 5, 2002
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(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. [ ]
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CAVENDISH NOMINEES LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES NONE*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 1,844,469*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH NONE*
10. SHARED DISPOSITIVE POWER
1,844,469*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,469*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK PRIVATE EQUITY FUND LP1
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 394,998*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 394,998*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,998*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK PRIVATE EQUITY FUND LP2
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 643,195*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 643,195*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,195*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK PRIVATE EQUITY FUND LP3
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 439,383*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 439,383*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,383*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK FUND CO-INVESTMENT LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 12,609*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 12,609*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,609*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE NIS RESTRUCTURING FACILITY LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 354,284*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 354,284*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
354,284*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK FUND (GP) LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,844,469*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,844,469*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,469*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON
PN
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BARING VOSTOK FUND MANAGERS LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
GUERNSEY
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,844,469*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,844,469*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,469*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14. TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY
* See Items 5 and 6 below
INTRODUCTORY STATEMENT
----------------------
This Amendment No. 2 relates to the shares of common stock, par value
$0.01 per share (the "Common Stock"), of Golden Telecom, Inc., a Delaware
corporation ("Golden Telecom"). The principal executive offices of Golden
Telecom are located at c/o Representation Office Golden Teleservices, Inc.,
12, Trubnaya Ulitsa, Moscow, Russia 103045.
ITEM 2. Identity and Background
-----------------------
Item 2 is hereby amended by deleting the first two paragraphs of Item
2 and replacing them in their entirety by the following:
This Amendment No. 2 amends and supplements the Statement on Schedule
13D (the "Statement") originally filed on May 21, 2001 by Cavendish
Nominees Limited ("Cavendish"), Baring Vostok Private Equity Fund LP1
("BVPE 1"), Baring Vostok Private Equity Fund LP2 ("BVPE 2"), Baring Vostok
Private Equity Fund LP3 ("BVPE 3"), The NIS Restructuring Facility LP ("NIS
Restructuring"), Baring Vostok Fund (GP) LP ("BVF") and Baring Vostok Fund
Managers Limited ("BVF Managers"), as amended by Amendment No. 1 on
Schedule 13D/A filed on November 9, 2001.
Cavendish, a limited liability company organized and registered under
the laws of Guernsey, is the nominee of each of Barings Vostok Fund
Co-Investment LP ("BVFCI"), BVPE 1, BVPE 2, BVPE 3, and NIS Restructuring
(collectively, the "LP Funds") with respect to the shares of Common Stock
held by them and, in its capacity as nominee, is the named party to certain
agreements relating to such shares (see Items 5 and 6 of the Statement, as
amended and supplemented hereby). Each of the LP Funds is a limited
partnership organized under the laws of Guernsey. BVF, a limited
partnership organized under the laws of Guernsey, is the general partner of
each of the LP Funds. BVF Managers, a limited liability company organized
under the laws of Guernsey, is the general partner of BVF and an indirect
wholly-owned subsidiary of ING Groep NV ("Parent"), a company organized
under the laws of The Netherlands.
BVPE 1, BVPE 2, BVPE 3, BVFCI, NIS Restructuring, BVP and BVP Managers
are collectively referred to as the "Reporting Persons."
ITEM 4. Purpose of Transaction
----------------------
Item 4 is hereby amended by deleting the entire text of the existing
paragraph (b) thereof and replacing it with the following:
(b) Cavendish has entered into the New Shareholders Agreement (as
described in Item 5 and Item 6 below, and a copy of which is attached
hereto as Exhibit 99.14), which contains certain provisions for the
nomination and removal of the directors of Golden Telecom, and the New
Standstill Agreement (as described in Item 5 and Item 6 below, and a copy
of which is attached hereto as Exhibit 99.15), which contains certain
provisions relating to business combinations, proxy contests and the
acquisition of shares of Golden Telecom.
The disclosure set forth in Item 6 of this Statement is specifically
incorporated by reference into this Item 4 in its entirety.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby amended by deleting the entire text therein and
replacing it with the following language:
(a) As of the date hereof, as disclosed to the Reporting Persons by
Golden Telecom, there are an aggregate of 26,827,115 shares of Common Stock
outstanding. Due to their relationship with the LP Funds (see Item 2), as
of the date hereof, BVF and BVF Managers beneficially own, and Cavendish
may be deemed to beneficially own, 1,844,469 shares of Common Stock. Based
on an aggregate of 26,827,115 outstanding shares of Common Stock, this
would represent approximately 6.9% of the outstanding shares of Common
Stock. Cavendish disclaims beneficial ownership of all Common Stock
beneficially owned by the LP Funds, BVF and BVF Managers.
Golden Telecom, OAO Rostelecom, a company organized in the Russian
Federation ("RTK"), Alfa Telecom Limited, a company incorporated in the
British Virgin Islands ("Alfa Telecom"), CIPEF, and 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" and, together with Cavendish, "Barings")
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, 2002 (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, Alfa Telecom, CIPEF and First NIS Fund for information
regarding such entities, their respective beneficial ownership of shares of
Common Stock and any changes to such respective beneficial ownership of
shares of Common Stock. To the best of the Reporting Persons' knowledge, as
of September 5, 2002, each of RTK, Alfa Telecom, CIPEF, and First NIS Fund,
respectively, may be deemed to beneficially own the following numbers and
percentages of shares of Common Stock: RTK - 4,024,067 (15.0%); Alfa
Telecom - 10,731,707 (40.0%); CIPEF - 2,166,405 (8.1%) and First NIS Fund -
723,907 (2.7%).
To the best of the Reporting Persons' knowledge, as of September 5,
2002, RTK, Alfa Telecom, CIPEF, First NIS Fund and the LP Funds (through
Cavendish as nominee), in the aggregate but not individually, may be deemed
to beneficially own 19,490,554 shares of Common Stock (72.7%). Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, CIPEF and First NIS 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 Item 2
hereof forms a "group" (as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 and Rule 13d-5 under such Act) with, or is
the beneficial owner of any shares of Common Stock beneficially owned by,
RTK, Alfa Telecom, CIPEF or First NIS Fund.
As of the date hereof (i) BVPE 1 beneficially owns 394,998 shares of
Common Stock, representing approximately 1.5% of the outstanding shares of
Common Stock, (ii) BVPE 2 beneficially owns 643,195 shares of Common Stock,
representing approximately 2.4% of the outstanding shares of Common Stock,
(iii) BVPE 3 beneficially owns 439,383 shares of Common Stock, representing
approximately 1.6% of the outstanding shares of Common Stock, (iv) BVFCI
beneficially owns 12,609 shares of Common Stock, representing approximately
0.05% of the outstanding shares of Common Stock and (v) NIS Restructuring
beneficially owns 354,284 shares of Common Stock, representing
approximately 1.3% of the outstanding shares of Common Stock. The aggregate
of 1,844,469 shares beneficially owned by all of the LP Funds collectively
represent approximately 6.9% of the outstanding shares of Common Stock.
Except as set forth herein, to the knowledge of the Reporting Persons,
none of the persons listed on Schedule I hereto beneficially own any shares
of Common Stock.
(b) The number of shares of Common Stock with respect to which BVPE 1
(i) has sole voting power is 394,998, (ii) shares voting power is zero,
(iii) has sole dispositive power is 394,998 and (iv) shares dispositive
power is zero.
The number of shares of Common Stock with respect to which BVPE 2 (i)
has sole voting power is 643,195, (ii) shares voting power is zero, (iii)
has sole dispositive power is 643,195 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which BVPE 3 (i)
has sole voting power is 439,383, (ii) shares voting power is zero, (iii)
has sole dispositive power is 439,383 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which BVFCI (i)
has sole voting power is 12,609, (ii) shares voting power is zero, (iii)
has sole dispositive power is 12,609 and (iv) shares dispositive power is
zero.
The number of shares of Common Stock with respect to which NIS
Restructuring (i) has sole voting power is 354,284, (ii) shares voting
power is zero, (iii) has sole dispositive power is 354,284 and (iv) shares
dispositive power is zero.
BVF, as the general partner of the LP Funds, and BVF Managers, as the
general partner of BVF, may be deemed to have sole voting and dispositive
power over the aggregate of 1,844,469 shares of Common Stock held by the LP
Funds (through Cavendish as nominee). As noted above, Cavendish disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
the LP Funds, BVF and BVF Managers. Each of the LP Funds disclaims
beneficial ownership of the shares of Common Stock beneficially owned by
the other LP Funds.
Under the New Shareholders Agreement, Cavendish has agreed to 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 Golden Telecom's
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 New
Shareholders Agreement in accordance with the terms of such provision. As
noted above, each of the Reporting Persons disclaims beneficial ownership
of all shares of Common Stock beneficially owned by RTK, Alfa Telecom,
CIPEF and First NIS Fund.
The Reporting Persons may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to share
beneficial ownership of 723,907 shares of Common Stock owned of record by
First NIS Fund, representing, as of the date hereof, approximately 2.7% of
the issued and outstanding shares of Common Stock. Each of the Reporting
Persons disclaims beneficial ownership of all shares of Common Stock
beneficially owned by First NIS Fund and disclaims membership in any
"group" with First NIS Fund.
(c) On December 21, 2001, BVFCI was created and new investors
purchased interests in the LP Funds. The LP funds agreed to allocate their
participation in Golden Telecom as follows: BVPE1 - 394,998 shares of
Common Stock; BVPE2 - 643,195 shares of Common Stock; BVPE3 - 439,383
shares of Common Stock; and BVFCI - 12,609 shares of Common Stock.
Cavendish continues to be the nominee of all of the LP Funds with respect
to the shares of Common Stock owned by each of the LP Funds.
The disclosure set forth in Item 6 of this Statement is specifically
incorporated by reference into this Item 5 in its entirety. Except as set
forth herein, none of the Reporting Persons or, to the knowledge of the
Reporting Persons, none of the persons named in Schedule I hereto
beneficially owns any shares of Common Stock or has effected any
transactions in shares of Common Stock during the preceding 60 days.
(d) The partners of the LP Funds have the right to receive dividends
from, or proceeds from the sale of, all of the shares of Common Stock owned
of record by Cavendish, as nominee.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
-------------------------------------------------------------
Item 6 is hereby further amended by deleting paragraphs (b), (c),
and (d) therein and replacing it with the following language:
(b) New Standstill Agreement. As disclosed in Item 5 above, Golden
Telecom, RTK, Alfa Telecom, CIPEF, Cavendish and First NIS Fund entered
into the New Standstill Agreement dated as of September 5, 2002, pursuant
to which each of them agreed, among other things, not to (i) engage in
"business combinations" with Golden Telecom (within the meaning of such
term in Section 203 of the Delaware General Corporation Law), (ii) acquire
shares of voting stock of Golden Telecom in excess of specified levels and
(iii) engage in proxy contests in respect of shares of voting stock of
Golden Telecom, in each case for a period of two years following the date
of the New Standstill Agreement. In addition, the New Standstill Agreement
grants to each of 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 Golden Telecom from time to time
during the term of the New Standstill Agreement, which 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 Company, (iii) an event of insolvency
affecting the Company, or the appointment of a receiver for the Company or
(iv) on the second anniversary of the date of the New Standstill Agreement.
A copy of the New Standstill Agreement, which amends and restates the Old
Standstill Agreement, is included as Exhibit 99.15 to this statement and
qualifies the disclosure set forth herein in its entirety.
(c) New Shareholders Agreement. Golden Telecom, RTK, Alfa Telecom,
CIPEF, Cavendish and First NIS entered into the New Shareholders Agreement
dated as of September 5, 2002 which supersedes the Old Shareholders
Agreement in its entirety. The New Shareholders Agreement provides for
certain tag-along rights exercisable by CIPEF and Barings in the event that
Alfa Telecom proposes to transfer shares to a third party who will own,
directly or indirectly, not less than one-third of Golden Telecom's shares
(as adjusted for capital changes) immediately after such transfer. Upon the
exercise by CIPEF 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.
In addition, the New Shareholders Agreement provides for the
nomination and removal of directors of Golden Telecom. Subject to certain
conditions, Alfa Telecom generally has the right to designate three
directors. CIPEF and Barings each have the right to designate one director.
RTK has the right to designate two directors, one of whom shall be
independent and financially literate. Upon Alfa Telecom's ceasing to own
fewer than 15% of the issued and outstanding shares of Common Stock, the
number of directors designated by Alfa Telecom will be reduced to two. Upon
RTK's ceasing to own fewer than 10% of the issued and outstanding shares of
Common Stock, the number of directors designated by RTK will be reduced to
one. Golden Telecom and each of RTK, Alfa Telecom, Barings and CIPEF have
agreed that so long as the voting agreement set forth in Section 3 of the
New 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 Golden Telecom's
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 New
Shareholders Agreement in accordance with the terms of such provision.
In addition, the New Shareholders Agreement contains procedures
relating to the approval of special transactions which involve, directly or
indirectly, a value exceeding 5% of the total consolidated assets of Golden
Telecom 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.
The New Shareholders Agreement also contains provisions relating to
the assignment by GTS Holdings to Alfa Telecom of registration rights held
by GTS Holdings in respect of its shares of Common Stock. The New
Shareholders Agreement is included as Exhibit 99.14 to this statement and
qualifies the disclosure set forth herein in its entirety.
ITEM 7. Material to Be Filed as Exhibits
--------------------------------
Item 7 is hereby amended and supplemented by adding the following exhibits:
Exhibit 99.14 Shareholders Agreement, dated as of September 5, 2002
Exhibit 99.15 Standstill Agreement, dated as of September 5, 2002
Exhibit 99.16 Agreement among Reporting Persons in respect of Schedule 13D
Filing, dated as of September 11, 2002
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: September 11, 2002
CAVENDISH NOMINEES LIMITED
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 1
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 2
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK PRIVATE EQUITY FUND LP 3
By: /s/ Peter L. Gillson
-----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
BARING VOSTOK FUND CO-INVESTMENT LP
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
AS GENERAL PARTNER OF
NIS RESTRUCTURING FACILITY LP
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
AS GENERAL PARTNER OF
BARING VOSTOK FUND (GP) LP
By: /s/ Peter L. Gillson
----------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
BARING VOSTOK FUND MANAGERS LIMITED
By: /s/ Peter L. Gillson
---------------------------------------------
Name: Peter L. Gillson
Title: Alternate Director to Mrs Connie A.E. Helyar,
Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and First NIS Regional Fund
SICAV.****
99.2 Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and Baring Vostok Private
Equity Fund LP.***
99.3 Share Purchase Agreement, dated April 2, 2001, among Global
TeleSystems, Inc., Alfa Bank Holdings Limited, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited and First NIS Regional Fund
SICAV.**
99.4 Stock Option Agreement, dated as of May 11, 2001, among
Cavendish Nominees Limited, First NIS Regional Fund SICAV
and Global TeleSystems, Inc.***
99.5 Standstill Agreement, dated as of March 31, 2001.*
99.6 Amendment and Assignment Agreement, dated as of May 11, 2001.***
99.7 Shareholders Agreement dated as of May 11, 2001.*****
99.8 Agreement among Reporting Persons in respect of Schedule 13D
Filing.***
99.9 Purchaser Designation and Stock Exercise Notice, dated as of
July 10, 2001 from Cavendish Nominees Limited and First NIS
Regional Fund SICAV to Global TeleSystems Europe Holdings
B.V.******
99.10 Share Purchase Agreement dated October 16, 2001 by and
between Global TeleSystems Europe Holdings B.V. and
Cavendish Nominees Limited. ******
99.11 Share Purchase Agreement dated October 25, 2001 by and
between Jeff L. Howley and Cavendish Nominees Limited.
******
99.12 Share Purchase Agreement dated October 25, 2001 by and
between Stewart Reich and Cavendish Nominees Limited. ******
99.13 Share Purchase Agreement dated October 25, 2001 by and
between Darrell Lauterbach and Cavendish Nominees Limited.
******
99.14 Shareholders Agreement, dated as of September 5, 2002*******
99.15 Standstill Agreement, dated as of September 5, 2002*******
99.16 Agreement among Reporting Persons in respect of Schedule 13D
Filing, dated as of September 11, 2002*******
* Incorporated by reference to the Schedule 13D/A of Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Capital International Investments, LLC, Capital International, Inc.
and Capital Group International, Inc. dated April 12, 2001.
** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. dated April 5, 2001.
*** Incorporated by reference to the Schedule 13D of Cavendish Nominees
Limited dated May 21, 2001.
**** Incorporated by reference to the Schedule 13D of First NIS Regional
Fund SICAV dated May 21, 2001.
***** Incorporated by reference to the Schedule 13D/A of Global
TeleSystems, Inc. and others dated May 21, 2001.
****** Incorporated by reference to the Schedule 13D/A of Cavendish
Nominees Limited dated November 9, 2001
******* Filed herewith.