UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
GOLDEN TELECOM, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
38122G107
---------
(CUSIP Number)
Bjorn Hogstad, Esq.
Telenor ASA
Snaroyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 2003
----------------
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers LLP
60 Cannon Street
London EC4N 6JP
England
44-207-248-3000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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 Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page will 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).
1
SCHEDULE 13D
CUSIP NO. 38122G107
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Nye Telenor East Invest AS
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO (See Item 3)
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Norway
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 7,329,972
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,329,972
10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,329,972
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.4% of the outstanding Common Stock
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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2
SCHEDULE 13D
CUSIP NO. 38122G107
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Telenor Business Solutions Holding AS
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO (See Item 3)
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Norway
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 7,329,972/(1)/
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,329,972/(1)/
10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,329,972/(1)/
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.4% of the outstanding Common Stock/(1)/
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
(1) The Reporting Person disclaims beneficial ownership of all shares.
3
SCHEDULE 13D
CUSIP NO. 38122G107
--------------------------------------------------------------------------------
1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Telenor ASA
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO (See Item 3)
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Norway
--------------------------------------------------------------------------------
7 Sole Voting Power
Number of 7,329,972/(2)/
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,329,972/(2)/
10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,329,972/(2)/
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does not
include shares which the Reporting Person discloses in the report but as
to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR
240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.4% of the outstanding Common Stock/(2)/
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
(2) The Reporting Person disclaims beneficial ownership of all shares.
4
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D relates to shares of common stock,
$0.01 par value per share (the "Common Stock"), of Golden Telecom, Inc. ("GTI").
This Amendment No. 2 amends and supplements the statement on Schedule 13D, filed
by the Reporting Persons on August 29, 2003, as amended by Amendment No. 1 to
Schedule 13D, filed by the Reporting Persons on November 28, 2003 (the
"Statement"). This Amendment No. 2 is being filed by the Reporting Persons to
report the acquisition of 7,007,794 shares of Common Stock of GTI (the "GTI
Shares") by Nye Telenor East Invest AS ("Telenor"). Defined terms used herein
that are not otherwise defined have the meanings ascribed to them in the
Statement.
ITEM 2. IDENTITY AND BACKGROUND
The information in Item 2 contained under the heading "EXECUTIVE OFFICERS
AND DIRECTORS OF NYE TELENOR EAST INVEST AS" is hereby amended and restated in
its entirety to read as follows:
EXECUTIVE OFFICERS AND DIRECTORS OF NYE TELENOR EAST INVEST AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Nye Telenor East Invest AS. The business
address of each of such persons is Nye Telenor East Invest AS, c/o Telenor ASA,
Snaroyveien 30, N-1331 Fornebu, Norway.
DIRECTORS OF NYE TELENOR EAST INVEST AS
Name Citizenship Present Principal Occupation
---- ----------- ----------------------------
Jon Fredrik Baksaas Norway President and Chief Executive Officer of
Telenor ASA; Chairman of the Board of Nye
Telenor East Invest AS
Torstein Moland Norway Senior Executive Vice President and Chief
Financial Officer of Telenor ASA;
Director of Nye Telenor East Invest AS
Jan Edvard Thygesen Norway Executive Vice President of Telenor ASA;
Chief Executive Officer of Telenor
Networks; Director of Nye Telenor East
Invest AS
EXECUTIVE OFFICERS OF NYE TELENOR EAST INVEST AS
Name Citizenship Present Principal Occupation
---- ----------- ----------------------------
Jan Edvard Thygesen Norway Executive Vice President of Telenor ASA;
Chief Executive Officer of Telenor
Networks; Director of Nye Telenor East
Invest AS
(d) During the last five years, none of the above directors and executive
officers of Nye Telenor East Invest AS has been convicted in a criminal
proceeding.
(e) During the last five years, none of the above directors and executive
officers of Nye Telenor East Invest AS was a party to a civil proceeding of a
judicial or administrative body as a result of which Nye Telenor East Invest AS
was or is 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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented with the following information:
Pursuant to terms of the Share Exchange Agreement, GTI issued to Telenor
the 7,007,794 GTI Shares, constituting as of December 1, 2003 19.5% of the
issued and outstanding shares of Common Stock of GTI, after taking into account
the effect of such issuance, in exchange for the sale and transfer by Telenor
and Telenor's Designee to SFMT and SFMT's Designee of all of the outstanding
shares of capital stock in Comincom.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented with the following information:
Telenor acquired the 7,007,794 GTI Shares on December 1, 2003 (the
"Closing Date") from GTI pursuant to the terms of the Share Exchange Agreement.
Under the terms of the Share Exchange Agreement, GTI issued Telenor the
7,007,794 GTI Shares, constituting as of December 1, 2003 19.5% of the issued
and outstanding Common Stock of GTI, after taking into account the effect of
such issuance, in exchange for the sale and transfer by Telenor to SFMT of
129,292 shares of common stock, nominal value 1 Ruble per share, 541 shares of
non-convertible preferred stock, nominal value 1 Ruble per share, and 29,838
shares of Class B convertible preferred stock, nominal value 1 Ruble per share,
of Comincom, representing all of the outstanding shares of capital stock in
Comincom, with the sole exception of five shares of Comincom's common stock. In
order to comply with certain requirements of Russian law, the remaining five
shares of Comincom's common stock were transferred by Telenor's Designee to
SFMT's Designee, pursuant to the Supplemental Share Transfer Agreement. In
connection with Telenor's acquisition of the GTI Shares, the Shareholders
Agreement, the Standstill Agreement and the Registration Rights Agreement became
effective on the Closing Date. In addition, on the Closing Date, Telenor ASA
entered into the Guaranty with GTI and SFMT.
According to GTI's transfer agent, as of November 26, 2003, there were
outstanding 28,929,612 shares of Common Stock. The issuance of the GTI Shares on
December 1, 2003 increased the number of outstanding shares of Common Stock to
35,937,406. As a result of the acquisition of the GTI Shares, Telenor is the
beneficial owner of 7,329,972 shares of Common Stock (comprised of the 7,007,794
GTI Shares and the 322,178 Additional Shares) or approximately 20.4% of the
issued and outstanding shares of Common Stock of GTI.
Under the Shareholders Agreement, Telenor has the right to designate two
individuals to serve on the Board of GTI. It is currently anticipated that
Telenor's two designees, Jan Edvard Thygesen and Kjell Morten Johnsen, will be
appointed as directors at the GTI Board meeting scheduled for December 4, 2003.
Under the terms of the Shareholders Agreement, Telenor's right to designate at
least two directors to GTI's Board under the Shareholders Agreement will
continue for as long as Telenor owns at least 20% of GTI's Voting Stock. It is
Telenor's present intention to continue to own at least 20% of GTI's Voting
Stock. Depending upon market conditions, Telenor's present intention is to
acquire additional shares of Common Stock for investment purposes, from time to
time, in the open-market or through privately-negotiated transactions, subject
to any restrictions imposed on such purchases by law or pursuant to the terms of
the Standstill Agreement. However, no assurance can be made that any such
purchases will ever be made and, depending upon market conditions and other
circumstances that it then deems relevant, Telenor may also dispose of shares of
Common Stock, from time to time, in the open-market or in privately negotiated
transactions.
Except as otherwise set forth in this Item 4, no Reporting Person (and, to
the best knowledge of the Reporting Persons, no other person for whom
information is required to be reported pursuant to General Instruction C to
Schedule 13D) has any plans or proposals which relate to or would result in any
of the actions or effects set forth in items (a) through (j) of Item 4 of
Schedule 13D, although such persons may develop such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and (b) are hereby amended to read in their entirety as
follows:
(a) and (b) On the basis of information available to the Reporting Persons
on the date hereof, Telenor is the direct beneficial owner of 7,329,972 shares
of Common Stock, which constitute 20.4% of the issued and outstanding
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shares of Common Stock of GTI. Telenor currently has the sole power to vote or
direct the vote of, and the sole power to dispose or direct the disposition of,
the 7,329,972 shares of Common Stock.
A total of 26,870,767 shares of Common Stock are subject to the
Shareholders Agreement, constituting in the aggregate approximately 74.8% of
GTI's total issued and outstanding Common Stock. The calculation of the
preceding share amount and percentage is based upon the respective Common Stock
shareholdings at August 19, 2003 of Alfa, RTK, CIG, Cavendish and First NIS, as
disclosed to the Reporting Persons by such parties, and GTI's 35,937,406 total
outstanding shares of Common Stock. Neither the filing of this Schedule 13D nor
any of its contents shall be deemed to constitute an admission that any of the
Reporting Persons is the beneficial owner of any shares of Common Stock of GTI
(other than, solely in the case of Telenor, the 7,329,972 shares of Common Stock
owned directly by Telenor) for purposes of Section 13(d) of the Exchange Act or
for any other purpose, and such beneficial ownership is expressly disclaimed.
Telenor is a direct wholly owned subsidiary of Telenor Business Solutions
Holding AS, and Telenor Business Solutions Holding AS is a direct wholly owned
subsidiary of Telenor ASA. As a result, Telenor Business Solutions Holding AS
and/or Telenor ASA may be deemed to be the indirect beneficial owner of the
7,329,972 shares of Common Stock owned directly by Telenor. Neither the filing
of this Schedule 13D nor any of its contents shall be deemed to constitute an
admission that Telenor Business Solutions Holding AS or Telenor ASA is the
beneficial owner of 7,329,972 shares of Common Stock owned by Telenor for the
purposes of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item 5(c) is supplemented with the following information:
Except with respect to the acquisition of the GTI Shares and the
Additional Shares described in response to Item 4, no Reporting Person (and no
other person for whom information is required to be reported pursuant to General
Instruction C to Schedule 13D) has entered into any transactions in the shares
of Common Stock of GTI since the filing of the Reporting Persons' Amendment No.
1 to Schedule 13D.
7
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: December 1, 2003 NYE TELENOR EAST INVEST AS
By: /s/ Jon Fredrik Baksaas
-----------------------
Name: Jon Fredrik Baksaas
Title: Chairman of the Board
TELENOR BUSINESS SOLUTIONS HOLDING AS
By: /s/ Morten Karlsen Sorby
------------------------
Name: Morten Karlsen Sorby
Title: Chairman of the Board
TELENOR ASA
By: /s/ Jon Fredrik Baksaas
-----------------------
Name: Jon Fredrik Baksaas
Title: Chief Executive Officer
8