SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
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)
CAPITAL INTERNATIONAL GLOBAL EMERGING MARKETS PRIVATE EQUITY FUND, L.P.
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
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,166,405*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 2,166,405*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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)
CAPITAL INTERNATIONAL INVESTMENTS, LLC
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
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,166,405*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 2,166,405*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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)
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,166,405*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 2,166,405*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON
CO; IA
* See Items 5 and 6 below
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CAPITAL GROUP 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,166,405*
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH NONE*
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 2,166,405*
10. SHARED DISPOSITIVE POWER
NONE*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,166,405*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14. TYPE OF REPORTING PERSON
HC; CO
* See Items 5 and 6 below
INTRODUCTORY STATEMENT
This Amendment No. 3 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 and Amendment No. 2 on
Schedule 13D/A filed by the Reporting Parties on May 11, 2001, 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 deleting the entire text of the existing
paragraph (b) thereof and replacing it with the following:
(b) CIPEF 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 99.9), 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 99.10), which contains
certain provisions relating to business combinations, proxy contests
and the acquisition of shares of Golden Telecom.
Item 5. Interest in Securities of the Issuer
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Item 5 is hereby amended by deleting the entire text therein and replacing
it with the following:
(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. As of the date hereof, CIPEF beneficially owns 2,166,405
shares of Common Stock, representing approximately 8.1% 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 26,827,115 outstanding shares of Common Stock, this represents
approximately 8.1% 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"), 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, 2001 (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, 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 September 5, 2002, 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
(15.0%); Alfa Telecom - 10,731,707 (40.0%); Cavendish - 1,844,469 (6.9%)
and First NIS Fund - 723,907 (2.7%). To the best of the Reporting Parties'
knowledge, as of September 5, 2002, RTK, Alfa Telecom, Cavendish, First NIS
Fund and CIPEF, in the aggregate, but not individually, may be deemed to
beneficially own 19,490,555 shares of Common Stock (72.7%). 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.
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 New Shareholders Agreement, 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 New
Shareholders Agreement in accordance with the terms of such provision. As
noted above, 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.
(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
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Item 6 is hereby supplementally amended by adding the following
paragraph after the third paragraph of the existing text under (a) of Item 6:
"On July 10, 2001, each of Alfa Telecom, CIPEF, Cavendish (as nominee
for the LP Funds) and First NIS Fund gifted to Golden Telecom their options
to purchase shares under their respective Stock Option Agreements with GTS
Europe Holdings, which provided Alfa Telecom, CIPEF, and First NIS Fund (or
their respective designees) with options to purchase an aggregate of up to
2,272,727 Shares beneficially owned by GTS Europe Holdings, as described
above in this Item 6. In connection therewith, each of Alfa Telecom, CIPEF,
Cavendish (as nominee for the LP Funds) and First NIS Fund designated
Golden Telecom as the purchaser of shares under their respective Stock
Option Agreements with GTS Europe Holdings. As a consequence of these
designations, Alfa Telecom, CIPEF, Cavendish (as nominee for the LP Funds)
and First NIS Fund no longer may be deemed to beneficially own any of the
shares subject to the Stock Option Agreements, and beneficial ownership of
such shares is no longer reported in this Statement. CIPEF effected its
designation of Golden Telecom as the purchaser under the Stock Option
Agreement to which they were parties through a Purchaser Designation and
Stock Exercise Notice, dated as of July 10, 2001, provided to GTS Europe
Holdings."
Item 6 is hereby further amended by deleting paragraph (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 99.10 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 99.9 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:
99.9 Shareholders Agreement, dated as of September 5, 2002
99.10 Standstill Agreement, dated as of September 5, 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 9, 2002
CAPITAL GROUP INTERNATIONAL, INC.
By: /s/ Michael D. Beckman
-----------------------------------------
Name: Michael D. Beckman
Title: Senior Vice President
CAPITAL INTERNATIONAL, inc.
By: /s/ Christopher Chen
-----------------------------------------
Name: Christopher Chen
Title: Vice President
CAPITAL INTERNATIONAL INVESTMENTS, LLC
By: Capital international, inc.
Its: Managing Member
By: /s/ Christopher Chen
-----------------------------------------
Name: Christopher Chen
Title: 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/ Christopher Chen
------------------------------------------
Name: Christopher Chen
Title: 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__, 2002*****
99.10 Standstill Agreement, dated as of September __, 2002*****
* 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).
***** 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 Occupation or
-------------------------------
Name and Business 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 Boulevard, U.S.A.
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 Officer 11100 Santa Monica Boulevard, U.S.A.
15th Floor
Los Angeles, CA 90025-3384
Koenraad C. A. Foulon Portfolio Manager 25 Bedford Street Belgium
London, England WC2E 9HN
Hartmut Giesecke Portfolio Manager 1 Raffles Place Germany
#24-00 OUB Centre
Singapore 0104
Peter C. Kelly Attorney 11100 Santa Monica Boulevard, U.S.A.
15th Floor
Los Angeles, CA 90025-3384
Victor D. Kohn Portfolio Manager 11100 Santa Monica Boulevard, Chile
15th Floor
Los Angeles, CA 90025-3384
Lam Nguyen-Phuong Private Equity Research Director 1 Raffles Place U.S.A.
#24-00 OUB Centre
Singapore 0104
Darcy B. Kopcho Research Analyst 333 South Hope Street U.S.A.
Los Angeles, CA 90071-1447
Mike Felix Accounting & Operations 135 South State College Blvd. U.S.A.
Brea, CA 92821-5823
CGII
----
David I. Fisher Portfolio Manager 11100 Santa Monica Boulevard, U.S.A.
15th Floor
Los Angeles, CA 90025-3384
Richard C. Barker Portfolio Manager One Market, Steuart Tower, U.S.A.
Suite 1800
San Francisco, CA 94105-1409
Philip de Toledo Principal Financial Officer 11100 Santa Monica Boulevard, U.S.A.
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 D'Arve Switzerland
1205 Geneva, Switzerland
Nilly Sikorsky Portfolio Manager 3 Place des Bergues Switzerland
1201 Geneva, Switzerland
Robert Ronus Portfolio Manager 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 25 Bedford Street Belgium
London, England WC2E 9HN