SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
NAOMI KOBAYASHI
CAPITAL INTERNATIONAL GLOBAL EMERGING MARKETS
PRIVATE EQUITY FUND, L.P.
C/O CAPITAL INTERNATIONAL, INC.
11100 SANTA MONICA BOULEVARD
15TH FLOOR
LOS ANGELES, CALIFORNIA 90025
(310) 996-6000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
AUGUST 19, 2003
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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. |_|
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL INTERNATIONAL GLOBAL EMERGING MARKETS PRIVATE
EQUITY FUND, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,166,405*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,166,405*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON*
PN
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* See Items 5 and 6 below
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL INTERNATIONAL INVESTMENTS, LLC
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,166,405*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,166,405*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY
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* See Items 5 and 6 below
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL INTERNATIONAL, INC.
------- --------------------------------------------------------------------
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,166,405*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,166,405*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON
CO; IA
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* See Items 5 and 6 below
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CAPITAL GROUP INTERNATIONAL, INC.
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
----------------- ----- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,166,405*
SHARES
----- ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
----- ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,166,405*
PERSON
----- ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
NONE*
------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14 TYPE OF REPORTING PERSON
HC; CO
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* See Items 5 and 6 below
Introductory Statement
This Amendment No. 4 amends and supplements the Schedule 13D
originally filed on December 27, 1999 by Capital International Global
Emerging Markets Private Equity Fund, L.P. ("CIPEF"), Capital International
Investments, LLC ("Capital Investments"), Capital International, Inc.
("Capital International") and Capital Group International, Inc. ("CGII"
and, together with CIPEF, Capital Investments and Capital International,
the "Reporting Parties"), as amended by Amendment No. 1 on Schedule 13D/A
filed by the Reporting Parties on April 12, 2001, Amendment No. 2 on
Schedule 13D/A filed by the Reporting Parties on May 11, 2001, and
Amendment No. 3 on Schedule 13D/A filed by the Reporting Parties on
September 10, 2002, with respect to the shares of common stock, par value
$.01 per share (the "Common Stock") held by CIPEF in Golden Telecom Inc., a
Delaware corporation ("Golden Telecom").
CIPEF, a Delaware limited partnership, is a private investment
partnership. Capital Investments, a Delaware limited liability company, is
a limited liability company and is the sole general partner of CIPEF.
Capital International, a California corporation, is an investment
management company and the managing member of Capital Investments. CGII is
the sole shareholder of Capital International. CGII, a California
corporation, is a holding company for a group of investment management
companies.
The address of the principal office of CIPEF and Capital Investments
is 135 South State College Boulevard, Brea, CA 92821. The address of the
principal office of Capital International and CGII is 11100 Santa Monica
Boulevard, Los Angeles, CA 90025.
The address of the principal executive office of Golden Telecom is c/o
Representation Office Golden Teleservices, Inc., 12 Trubnaya Ulitsa,
Moscow, Russia 103045.
Item 4. Purpose of Transaction
----------------------
ITEM 4 is hereby amended by adding the following paragraph (b.1) after
existing paragraph (b) thereof, and deleting existing paragraph (b) as of
the Telenor Effective Date (as defined below):
(b.1) On August 19, 2003, Golden Telecom entered into a share exchange
agreement (the "Share Exchange Agreement") with Nye Telenor East
Invest AS ("Telenor"), pursuant to which Telenor will acquire shares
of Common Stock upon the satisfaction of certain conditions relating
to such acquisition (the "Telenor Transaction"). In connection with
the Telenor Transaction, CIPEF has entered into (i) the Successor
Shareholders Agreement (as described in Item 5 and Item 6 below, and a
copy of which is attached hereto as Exhibit 99.11), which contains
certain provisions relating to business combinations, transfers of
shares of Common Stock, the nomination and removal of the directors of
Golden Telecom and the approval of special transactions, (ii) the
Successor Standstill Agreement (as described in Item 5 and Item 6
below, and a copy of which is attached hereto as Exhibit 99.12), which
contains certain provisions relating to proxy contests and the
acquisition of shares of Golden Telecom and (iii) the Successor
Registration Rights Agreement (as described in Item 5 and Item 6
below, and a copy of which is attached hereto as Exhibit 99.13), which
contains certain provisions relating to the registration of the Golden
Telecom Common Stock under the U.S. Securities Act of 1933, as
amended. In each case, these agreements are effective as of the
effective date of the Telenor Transaction (the "Telenor Effective
Date").
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:
(a)(i) As of August 19, 2003, as disclosed to the Reporting Parties by
Golden Telecom, there are an aggregate of 27,795,065 shares of Common Stock
outstanding. As of the date hereof, CIPEF beneficially owns 2,166,405
shares of Common Stock, representing approximately 7.8% of the outstanding
shares of Common Stock.
Due to their relationship with CIPEF (see Item 2), as of the date
hereof, Capital International, Capital Investments and CGII may be deemed
to beneficially own 2,166,405 shares of Common Stock. Based on an aggregate
of 27,795,065 outstanding shares of Common Stock, this represents
approximately 7.8% of the outstanding shares of Common Stock. Each of
Capital Investments, Capital International and CGII disclaims beneficial
ownership of all Common Stock beneficially owned by CIPEF.
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"), Telenor, 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 August 19, 2003 (the
"Successor Shareholders Agreement") which is intended to supersede the
Shareholders Agreement dated as of September 5, 2002 (the "Prior
Shareholders Agreement"), a Standstill Agreement dated as of August 19,
2003 (the "Successor Standstill Agreement") which is intended to supersede
the Standstill Agreement dated as of September 5, 2002 (the "Prior
Standstill Agreement"), and a Registration Rights Agreement dated as of
August 19, 2003 (the "Successor Registration Rights Agreement"), which is
intended to supersede the prior registration rights agreements with Golden
Telecom entered into by the parties to the Successor Registration Rights
Agreement. Each of the Successor Shareholders Agreement, the Successor
Standstill Agreement and the Successor Registration Rights Agreement is
intended to be effective, and supersede the existing agreements cited
above, as of the Telenor Effective Date.
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, Telenor, Cavendish 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 Parties'
knowledge, as of August 19, 2003, each of RTK, Alfa Telecom, Cavendish, and
First NIS Fund, respectively, may be deemed to beneficially own the
following numbers and percentages of the outstanding shares of Common
Stock: RTK - 4,024,067 (14.5%); Alfa Telecom - 10,840,647 (39.0%);
Cavendish - 1,845,769 (6.6%) and First NIS Fund - 723,907 (2.6%). To the
best of the Reporting Parties' knowledge, as of August 19, 2003, RTK, Alfa
Telecom, Cavendish, First NIS Fund and CIPEF, in the aggregate, but not
individually, may be deemed to beneficially own 19,600,795 shares of Common
Stock (70.5%). Each of the Reporting Parties disclaims beneficial ownership
of all shares of Common Stock beneficially owned by RTK, Alfa Telecom,
Cavendish and First NIS Fund, and the filing of this Statement shall not be
construed as an admission that any of the Reporting Parties or any other
person named in Item 2 hereof forms a "group" with (as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5
under such Act), or is the beneficial owner of any shares of Common Stock
beneficially owned by, RTK, Alfa Telecom, Cavendish or First NIS Fund.
(ii) As of the Telenor Effective Date, based on the outstanding shares
of Common Stock as of August 19, 2003 as disclosed to the Reporting Persons
by Golden Telecom, and assuming no changes other than the issuance of
shares under the Share Exchange Agreement occur to the aggregate number of
shares of Common Stock outstanding, there will be an aggregate of
34,528,031 shares of Common Stock outstanding. As of the Telenor Effective
Date, and assuming no other changes occur to the number of shares of Common
Stock beneficially owned by CIPEF, CIPEF will beneficially own 2,166,405
shares of Common Stock, representing approximately 6.3% of the outstanding
shares of Common Stock.
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, Telenor, Cavendish 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 Parties'
knowledge, as of the Telenor Effective Date, and assuming no changes occur,
other than the issuance of shares of Common Stock to Telenor on the Telenor
Effective Date, (i) to the outstanding number of shares of Common Stock or
(ii) to the shares of Common Stock held by RTK, Alfa Telecom, Telenor,
Cavendish or First NIS Fund, each of RTK, Alfa Telecom, Telenor, Cavendish,
and First NIS Fund, respectively, may be deemed to beneficially own the
following numbers and percentages of the outstanding shares of Common
Stock: RTK - 4,024,067 (11.7%); Alfa Telecom - 10,840,647 (31.4%); Telenor
- 6,732,966 (19.5%); Cavendish - 1,845,769 (5.3%) and First NIS Fund -
723,907 (2.1%). To the best of the Reporting Parties' knowledge, as of the
Telenor Effective Date, RTK, Alfa Telecom, Telenor, Cavendish, First NIS
Fund and CIPEF, in the aggregate, but not individually, may be deemed to
beneficially own 26,333,671 shares of Common Stock (76.3%). Each of the
Reporting Parties disclaims beneficial ownership of all shares of Common
Stock beneficially owned by RTK, Alfa Telecom, Telenor, Cavendish and First
NIS Fund, and the filing of this Statement shall not be construed as an
admission that any of the Reporting Parties or any other person named in
Item 2 hereof forms a "group" with (as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 under such
Act), or is the beneficial owner of any shares of Common Stock beneficially
owned by, RTK, Alfa Telecom, Telenor, Cavendish or First NIS Fund.
Except as set forth herein, to the knowledge of the Reporting Parties,
none of the persons listed on Schedule I hereto beneficially owns any
shares of Common Stock.
(b) CIPEF may be deemed to have sole power to vote or direct the
voting of, and to dispose or direct the disposition of, the 2,166,405
shares of Common Stock beneficially owned by CIPEF. As noted above, each of
Capital International, Capital Investments and CGII disclaims beneficial
ownership of all shares beneficially owned by CIPEF.
Under the Prior Shareholders Agreement, and under the Successor
Shareholders Agreement, when effective, CIPEF 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 Prior
Shareholders Agreement and Section 3 of the Successor Shareholders
Agreement in accordance with the terms of such provisions. As noted above,
each of the Reporting Parties disclaims beneficial ownership of all shares
of Common Stock beneficially owned by RTK, Alfa Telecom, Telenor, Cavendish
and First NIS Fund.
(c) 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 Parties or, to the
knowledge of the Reporting Parties, 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 CIPEF have the right to receive dividends from, or
proceeds from the sale of, all of the shares of Common Stock owned of
record by CIPEF.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
Item 6 is hereby further amended by adding the following paragraphs
(b.1), (c.1) and (d) after existing paragraphs (b) and (c) respectively and
deleting existing paragraphs (b) and (c) as of the Telenor Effective Date:
"(b.1) Successor Standstill Agreement. As disclosed in Item 5 above,
Golden Telecom, RTK, Alfa Telecom, Telenor, CIPEF, Cavendish and First NIS
Fund have entered into the Successor Standstill Agreement effective as of
the Telenor Effective Date, pursuant to which each of them agreed, among
other things, not to (i) acquire shares of voting stock of Golden Telecom
in excess of specified levels (subject to certain exceptions) or (ii)
engage in proxy contests in respect of shares of voting stock of Golden
Telecom, 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 Golden Telecom, (iii) an event of
insolvency affecting Golden Telecom, or the appointment of a receiver for
Golden Telecom, (iv) the date on which any person owns, individually or
collectively with its affiliates, 50% or more of the Golden Telecom voting
stock, 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 Golden Telecom voting stock, thereafter
ceases to own, together with its affiliates, at least 3% of the Golden
Telecom voting stock, shall cease to be a party thereto and shall cease to
have any rights or obligations thereunder. A copy of the Successor
Standstill Agreement, which is intended to supersede the Prior Standstill
Agreement as of the Telenor Effective Date, is included as Exhibit 99.12 to
this statement and qualifies the disclosure set forth herein in its
entirety.
(c.1) Successor Shareholders Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Shareholders Agreement effective as of the Telenor Effective
Date. The Successor Shareholders Agreement provides for certain tag-along
rights exercisable by CIPEF, RTK 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 Common Stock or
capital stock (as adjusted for capital changes) immediately after such
transfer. Upon the exercise by CIPEF, RTK 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 Golden Telecom shares when either party receives a bona fide
offer for Golden Telecom shares and (ii) the right to participate on an
equal basis in an offer to purchase the Golden Telecom 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 Golden Telecom shares to
another person. In addition, the Successor Shareholders Agreement grants to
each of RTK, Alfa Telecom, Telenor, 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 Successor Shareholders Agreement.
In addition, the Successor Shareholders Agreement provides for the
nomination and removal of directors of Golden Telecom for two years after
its 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. CIPEF and Barings each has the right to designate
one director, both of whom shall be independent. RTK has the right to
designate two directors, one of 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 Golden Telecom. If RTK owns less than 10% but more than 3% of
the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to one. If RTK owns less than
3% of the issued and outstanding Golden Telecom voting stock, the number of
directors designated by RTK will be reduced to zero. If CIPEF or Barings
own less than 3% of the issued and outstanding Golden Telecom voting stock,
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 issued and
outstanding Golden Telecom voting stock. Golden Telecom and each of RTK,
Alfa Telecom, Telenor, 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 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 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 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. Furthermore, the Successor Shareholders Agreement restricts
business combinations with Golden Telecom by the parties thereto without
the prior approval of the Board of Directors of Golden Telecom (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 shares of Golden Telecom
voting stock if after such acquisition such shareholder would beneficially
own in aggregate 50% or more of the Golden Telecom voting stock, unless
such acquisition is made pursuant to a tender offer. Any person who
acquires 10% or more of the Golden Telecom voting stock from a party to the
Successor Shareholders Agreement is required to execute an endorsement and
be bound by this tender offer requirement.
A copy of the Successor Shareholders Agreement, which is intended to
supersede the Prior Shareholders Agreement as of the Telenor Effective
Date, is included as Exhibit 99.11 to this statement and qualifies the
disclosure set forth herein in its entirety.
(d) Successor Registration Rights Agreement. Golden Telecom, RTK, Alfa
Telecom, Telenor, CIPEF, Cavendish and First NIS Fund have entered into the
Successor Registration Rights Agreement effective as of the Telenor
Effective Date. The Successor Registration Rights Agreement provides the
parties thereto with the right to request that Golden Telecom effect a
registration under the U.S. Securities Act of 1933, as amended, with
respect to all or a part of the shares of Common Stock held by the parties
thereto on the effective date of the agreement as well as certain
additional shares acquired thereafter, provided, however, that at least
500,000 shares of Common Stock are requested to be registered by such
shareholder or shareholders. The Successor Registration Rights Agreement
also allows the other parties thereto to have all or part of the shares of
Common Stock 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. Alfa Telecom, RTK and
Telenor are each entitled to two demand registration requests and Barings
and CIPEF are each entitled to one demand registration request. A copy of
the Successor Registration Rights Agreement, which is intended to supersede
the prior registration rights agreements between Golden Telecom and Alfa
Telecom, RTK, CIPEF, Cavendish and First NIS Fund, is included as Exhibit
99.13 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 to reflect the inclusion of the following exhibits:
99.11 Successor Shareholders Agreement, dated as of August 19, 2003
99.12 Successor Standstill Agreement, dated as of August 19, 2003
99.13 Successor Registration Rights Agreement, dated as of August 19, 2003
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: August 21, 2003
CAPITAL GROUP INTERNATIONAL, INC.
By: /s/ Philip de Toledo
-------------------------------------------
Name: Philip de Toledo
Title: Senior Vice President
CAPITAL INTERNATIONAL, INC.
By: /s/ Peter C. Kelly
-------------------------------------------
Name: Peter C. Kelly
Title: Senior Vice President
CAPITAL INTERNATIONAL INVESTMENTS, LLC
By: Capital International, Inc.
Its: Managing Member
By: /s/ Peter C. Kelly
-------------------------------------------
Name: Peter C. Kelly
Title: Senior Vice President
CAPITAL INTERNATIONAL GLOBAL EMERGING
MARKETS PRIVATE EQUITY FUND, L.P.
By: Capital International Investments, LLC
Its: General Partner
By: Capital International, Inc.
Its: Managing Member
By: /s/ Peter C. Kelly
-------------------------------------------
Name: Peter C. Kelly
Title: Senior Vice President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Subscription Agreement*
99.2 Shareholders and Registration Rights Agreement*
99.3 Share Purchase Agreement, dated April 2, 2001, among Global
TeleSystems, Inc., a Delaware corporation, Alfa Bank Holdings
Limited, a company incorporated in the British Virgin Islands,
Capital International Global Emerging Markets Private Equity Fund,
L.P., a Delaware limited partnership, Cavendish Nominees Limited,
a limited liability company organized and registered under the
laws of Guernsey, and First NIS Regional Fund SICAV, a private
institutional fund organized and registered under the laws of
Luxembourg**
99.4 Stock Option Agreement, dated as of May 11, 2001, between Capital
International Global Emerging Markets Private Equity Fund, L.P.
and Global TeleSystems Europe Holdings B.V.****
99.5 Standstill Agreement, dated as of March 31, 2001***
99.6 Amendment, dated as of May 11, 2001, to Shareholders and
Registration Rights Agreement****
99.7 Shareholders Agreement dated as of May 11, 2001****
99.8 Agreement among Reporting Parties in respect of Schedule 13D
Filing***
99.9 Shareholders Agreement, dated as of September 5, 2002*****
99.10 Standstill Agreement, dated as of September 5, 2002*****
99.11 Shareholders Agreement, dated as of August 19, 2003******
99.12 Standstill Agreement, dated as of August 19, 2003******
99.13 Registration Rights Agreement, dated as of August 19, 2003******
* Incorporated by reference to the Schedule 13D of the Reporting
Parties dated December 27, 1999 (EDGAR Accession No.
0000895345-99-000575).
** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc., dated April 5, 2001(EDGAR Accession No.
0000950129-01-001961).
*** Incorporated by reference to the amended Schedule 13D/A of the
Reporting Parties dated April 12, 2001 (EDGAR Accession No.
0000895345-01-500046).
**** Incorporated by reference to the amended Schedule 13D/A of the
Reporting Parties dated May 22, 2001 (EDGAR Accession No.
0000895345-01-500175).
***** Incorporated by reference to the amended Schedule 13D/A of the
Reporting Parties dated September 10, 2002 (EDGAR Accession No.
0000895345-02-000493).
****** Filed herewith
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
CAPITAL INTERNATIONAL, INC.,
CAPITAL GROUP INTERNATIONAL, INC. AND
CAPITAL INTERNATIONAL INVESTMENTS, LLC
The name, present principal occupation or employment, the business address and citizenship for
each director and executive officer of Capital International, Inc. ("Capital International"), Capital Group
International, Inc. ("CGII") and Capital International Investments, LLC ("Capital Investments") is set forth
below.
Present Principal
-----------------
Name and Business Occupation or Employment Business Address Citizenship
------------------ ------------------------- ----------------- -----------
Capital International
---------------------
Walter P. Stern Senior Management 630 5th Avenue, 36th Fl U.S.A.
New York, New York 10111-0121
David I. Fisher Portfolio Manager 11100 Santa Monica U.S.A.
Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Shaw B. Wagener Portfolio Manager 1 Raffles Place U.S.A.
#24-00 OUB Centre
Singapore 0104
Philip de Toledo Principal Financial 11100 Santa Monica U.S.A.
Officer Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Koenraad C. A. Foulon Portfolio Manager 40 Grosvenor Place Belgium
London, England SW1X 7GG
Hartmut Giesecke Portfolio Manager 1 Raffles Place Germany
#24-00 OUB Centre
Singapore 0104
Peter C. Kelly Attorney 11100 Santa Monica U.S.A.
Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Victor D. Kohn Portfolio Manager 11100 Santa Monica Chile
Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Lam Nguyen-Phuong Private Equity Research 1 Raffles Place U.S.A.
Director #24-00 OUB Centre
Singapore 0104
Carl Kawaja Portfolio Manager One Market, Steuart Canada
Tower, Suite 1800
San Francisco, CA 94105-1409
Mike Felix Accounting & Operations 135 South State College U.S.A.
Blvd.
Brea, CA 92821-5823
CGII
----
David I. Fisher Portfolio Manager 11100 Santa Monica U.S.A.
Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Richard C. Barker Portfolio Manager One Market, Steuart U.S.A.
Tower, Suite 1800
San Francisco, CA 94105-1409
Philip de Toledo Principal Financial Officer 11100 Santa Monica U.S.A.
Boulevard, 15th Floor
Los Angeles, CA 90025-3384
Hartmut Giesecke Portfolio Manager 1 Raffles Place Germany
#24-00 OUB Centre
Singapore 0104
Walter P. Stern Senior Management 630 5th Avenue, 36th Fl U.S.A.
New York, New York 10111-0121
Antonio Vegezzi Senior Management 28, Boulevard du Pont Switzerland
D'Arve
1205 Geneva, Switzerland
Nilly Sikorsky Portfolio Manager 3 Place des Bergues Switzerland
1201 Geneva, Switzerland
Robert Ronus Senior Management 333 South Hope Street U.S.A.
Los Angeles, CA 90071-1447
Shaw B. Wagener Portfolio Manager 1 Raffles Place U.S.A.
#24-00 OUB Centre
Singapore 0104
Capital Investments
-------------------
Koenraad C. A. Foulon Portfolio Manager 40 Grosvenor Place Belgium
London, England SW1X 7GG