UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
GOLDEN TELECOM, INC.
--------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
38122G107
---------
(CUSIP Number)
Vladimir Lechtman, Esq.
Akin Gump Strauss Hauer & Feld LLP
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, D.C. 20036
(202) 887-4000
-------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 5, 2002
-----------------
(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. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall 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).
Continued on following page(s)
Page 1 of 40 Pages
Exhibit Index: Page 16
SCHEDULE 13D
CUSIP No. 38122G107 Page 2 of 40 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ALFA TELECOM LIMITED
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
British Virgin Islands
Number of 7 Sole Voting Power
Shares 10,731,707
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,731,707
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,731,707*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
40.00%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 3 of 40 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ALFA FINANCE HOLDINGS S.A.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Luxembourg
Number of 7 Sole Voting Power
Shares 10,840,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,840,647*
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.41%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 4 of 40 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
CTF HOLDINGS LIMITED
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Gibraltar
Number of 7 Sole Voting Power
Shares 10,840,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,840,647*
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.41%*
14 Type of Reporting Person (See Instructions)
OO; HC
* See Items 5 and 6 hereof.
SCHEDULE 13D
CUSIP No. 38122G107 Page 5 of 40 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
CROWN FINANCE FOUNDATION
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [_]
b. [x]*
3 SEC Use Only
4 Source of Funds (See Instructions)
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6 Citizenship or Place of Organization
Liechtenstein
Number of 7 Sole Voting Power
Shares 10,840,647*
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting 9
Person Sole Dispositive Power
With 10,840,647*
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,840,647*
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
40.41%*
14 Type of Reporting Person (See Instructions)
OO
* See Items 5 and 6 hereof.
Page 6 of 40 Pages
This Amendment No. 4 on Schedule 13D relates to shares of common stock,
$.01 par value per share (the "Shares"), of Golden Telecom, Inc. (the "Issuer").
This Amendment No. 4 supplementally amends the initial statement on Schedule
13D, dated May 21, 2001; Amendment No. 1 thereto, dated July 20, 2001; Amendment
No. 2 thereto, dated September 13, 2001; and Amendment No. 3 thereto, dated
February 28, 2002 (collectively, the "Initial Statement"), filed by the
Reporting Persons (as defined herein). This Amendment No. 4 is being filed by
the Reporting Persons in connection with the execution of a New Shareholders
Agreement (as defined herein) and a New Standstill Agreement (as defined
herein). Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Alfa Telecom Limited ("Alfa Telecom");
(ii) Alfa Finance Holdings S.A. ("Alfa Finance");
(iii) CTF Holdings Limited ("CTF Holdings"); and
(iv) Crown Finance Foundation ("Crown Finance").
This Statement relates to Shares held for the accounts of Alfa Telecom and
a British Virgin Islands company ("BVI Sub"), the sole shareholder of which is
Alfa Finance.
The Reporting Persons
Alfa Telecom is a British Virgin Islands company, with its principal
address at P.O. Box 3339, Geneva Place, Second Floor, 333 Waterfront Drive, Road
Town, Tortola, British Virgin Islands. The principal business of Alfa Telecom is
to function as a holding company. Current information concerning the identity
and background of the directors and officers of Alfa Telecom is set forth in
Annex A hereto, which is incorporated by reference in response to this Item 2.
Alfa Finance is a Luxembourg limited liability company with its principal
address at 400 Route d'Esch, L-1471, Luxembourg. The principal business of Alfa
Finance is to function as a holding company. Alfa Finance is the sole
shareholder of each of Alfa Telecom and BVI Sub and, in such capacity, may be
deemed to be the beneficial owner of Shares held for the accounts of each of
Alfa Telecom and BVI Sub. Current information concerning the identity and
background of the directors and officers of Alfa Finance is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.
CTF Holdings is a Gibraltar limited liability company with its principal
address at Suite 2, 4 Irish Place, Gibraltar. The principal business of CTF
Holdings is to function as a holding company. Effective as of February 27, 2002,
in connection with an internal reorganization in which ultimate economic
interest did not change, CTF Holdings transferred, for nominal consideration,
its entire 68.75% interest in Alfa Finance to the following entities in the same
percentages as the owners of such entities hold interests in Crown Finance, the
sole shareholder of CTF Holdings: Cotesmore Holdings Limited, a Bahamas
corporation, the sole shareholder of which is Mikhail Fridman ("Cotesmore"),
Laketown Services Limited, an Isle of Man corporation, the sole shareholder of
which is Alexey Kuzmichev ("Laketown"), and Bardsley Investment Corp., a British
Virgin Islands corporation, the sole shareholder of which is German Kahn
Page 7 of 40 Pages
("Bardsley" and, together with Cotesmore and Laketown, the "Holding Companies").
The owners of the Holding Companies are also members of the Supervisory Board
(as described below). Pursuant to an agreement dated as of February 27, 2002, by
and among CTF Holdings, Cotesmore, Laketown, Bardsley and Alfa Finance (the
"Administration Agreement"), each of Cotesmore, Laketown and Bardsley granted
CTF Holdings a power of attorney to take certain actions with respect to its
respective interest in Alfa Finance. As a result of the Administration
Agreement, CTF Holdings may be deemed to be the beneficial owner of Shares held
for the accounts of each of Alfa Telecom and BVI Sub. Current information
concerning the identity and background of the directors and officers of CTF
Holdings is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
Crown Finance is a Liechtenstein foundation with its principal address at
Am Schragen Weg 14, P.O. Box 1618, FL-9490, Vaduz, Liechtenstein. The principal
business of Crown Finance is investment and management of the assets and capital
of the foundation. Crown Finance is the sole shareholder of CTF Holdings and, in
such capacity and by virtue of the Administration Agreement, may be deemed to be
the beneficial owner of Shares held for the accounts of each of Alfa Telecom and
BVI Sub. Current information concerning the identity and background of the
directors and officers of Crown Finance is set forth in Annex A hereto, which is
incorporated by reference in response to this Item 2.
The Supervisory Board coordinates the strategic development of a group of
affiliated entities, often referred to as "Alfa Group Consortium," which
includes the Reporting Persons. In certain instances, the Supervisory Board
issues recommendations regarding strategic business decisions to the entities
that are members of Alfa Group Consortium. Current information regarding the
identity and background of the members of the Supervisory Board is set forth in
Annex A hereto, which is incorporated by reference in response to this Item 2.
During the past five years, none of the Reporting Persons and, to the best
of the Reporting Persons' knowledge, no other person identified in response to
this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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.
Item 4. Purpose of Transaction.
The information set forth in Items 5 and 6 hereof is hereby incorporated
by reference into this Item 4.
Each of Peter Aven, Andrey Kosogov and Tigran Agadjanov has served as a
director of the Issuer since May 11, 2001. Mr. Aven is chairman of the board of
directors of the Issuer. Mr. Aven and Mr. Kosogov are directors of Alfa Finance.
Mr. Agadjanov is a managing director of an affiliate of the Reporting Persons.
As directors of the Issuer, Mr. Aven, Mr. Kosogov and Mr. Agadjanov may
have influence over the corporate activities of the Issuer, including activities
which may relate to transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. In addition, as a result of their beneficial ownership
positions, the Reporting Persons may have influence over the corporate
activities of the Issuer, including activities which may relate to transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Alfa Telecom has entered into the New Shareholders Agreement (as described
in Items 5 and 6 hereof and a copy of which is attached hereto as Exhibit O),
which contains certain provisions for the nomination and removal of the
directors of the Issuer, and the New Standstill Agreement (as described in Items
Page 8 of 40 Pages
5 and 6 hereof and a copy of which is attached hereto as Exhibit N), which
contains certain provisions relating to business combinations, proxy contests
and the acquisition of securities of the Issuer.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
The information set forth in Items 4 and 6 hereof is hereby incorporated
by reference into this Item 5.
(a) (i) Alfa Telecom may be deemed the beneficial owner of the
10,731,707 Shares held for its own account (approximately 40.00% of the total
number of Shares outstanding).
(ii) Each of Alfa Finance, CTF Holdings and Crown Finance may be
deemed the beneficial owner of 10,840,647 Shares (approximately 40.41% of the
total number of Shares outstanding). This number consists of (i) 10,731,707
Shares held for the account of Alfa Telecom and (ii) 108,940 Shares held for the
account of BVI Sub.
(iii) The Issuer, OAO Rostelecom, a company organized in the
Russian Federation ("RTK"), Alfa Telecom, Capital International Global Emerging
Markets Private Equity Fund, L.P., a Delaware limited partnership ("CIG"),
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, CIG, Cavendish and First NIS Regional Fund for
information regarding such entities, their respective beneficial ownership of
Shares and any changes to such respective beneficial ownership of Shares. To the
best of the Reporting Persons' knowledge, as of September 6, 2002, each of RTK,
CIG, Cavendish and First NIS Regional Fund, respectively, may be deemed to
beneficially own the following numbers of Shares: RTK - 4,024,067 (15.00% of the
Issuer); CIG - 2,166,405 (8.08% of the Issuer); Cavendish - 1,844,469 (6.88% of
the Issuer) and First NIS Regional Fund - 723,907 (2.70% of the Issuer). To the
best of the Reporting Persons' knowledge, as of September 6, 2002, RTK, CIG,
Cavendish, First NIS Regional Fund and certain of the Reporting Persons, in the
aggregate but not individually, may be deemed to beneficially own 19,599,495
Shares (73.06% of the Issuer). This number includes the 108,940 Shares held for
the account of BVI Sub. All percentages reported herein are calculated on the
basis of the Issuer having 26,827,115 Shares issued and outstanding as a result
of the issuance of 4,024,067 Shares to RTK. The Reporting Persons and any other
person named in response to Item 2 hereof disclaim beneficial ownership of any
Shares held by RTK, CIG, Cavendish or First NIS Regional 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 response to Item 2 hereof is part of a
"group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act
Page 9 of 40 Pages
of 1934 (the "Exchange Act") and Rule 13d-5 under the Exchange Act) or is the
beneficial owner of any Shares beneficially owned by RTK, CIG, Cavendish or
First NIS Fund.
(b) (i) Each of the Reporting Persons may be deemed to have the sole
power to direct the voting and disposition of the 10,731,707 Shares held for the
account of Alfa Telecom.
(ii) Each of Alfa Finance, CTF Holdings and Crown Finance may be
deemed to have the sole power to direct the voting and disposition of the
108,940 Shares held for the account of BVI Sub.
(iii) Under the terms of the New Shareholders Agreement, Alfa
Telecom has agreed to take such actions as are necessary from time to time to
maintain the composition of the board of directors of the Issuer in accordance
with the terms of Section 3 of the New Shareholders Agreement. These actions
include, 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 of and attendance
at meetings, the amendment of the Issuer's by-laws and the like. As noted above,
the Reporting Persons and any other person named in Item 2 hereof disclaim
beneficial ownership of any Shares held by RTK, CIG, Cavendish or First NIS
Regional Fund.
(c) There have been no transactions effected with respect to the Shares
since July 11, 2002 (60 days prior to the date hereof) by any of the Reporting
Persons.
(d) The shareholder of each of Alfa Telecom and BVI Sub has the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the securities held by Alfa Telecom and BVI Sub in accordance with its ownership
interest in Alfa Telecom and BVI Sub.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The information set forth in Items 4 and 5 hereof is hereby incorporated
by reference into this Item 6.
This Item 6 is supplementally amended as follows:
New Standstill Agreement. As disclosed in Items 4 and 5 hereof, the
Issuer, RTK, Alfa Telecom, CIG, 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 the Issuer (within the meaning of such term in Section 203 of the Delaware
General Corporation Law), (ii) acquire Shares of voting stock of the Issuer in
excess of specified levels and (iii) engage in proxy contests in respect of
Shares of voting stock of the Issuer, 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, CIG, 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 the Issuer 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 Issuer, (iii) an event of insolvency affecting the Issuer, or the
appointment of a receiver for the Issuer 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 attached
hereto as Exhibit N and is incorporated herein by reference.
Page 10 of 40 Pages
New Shareholders Agreement. As disclosed in Items 4 and 5 hereof, the
Issuer, RTK, Alfa Telecom, CIG, 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 CIG, RTK and/or Barings in the event
that Alfa Telecom proposes to transfer Shares to a third party who will own,
directly or indirectly, at least one-third of the Issuer's Shares (as adjusted
for capital changes) immediately after such transfer. Upon the exercise by CIG,
RTK and/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 New Shareholders Agreement further provides for the nomination and
removal of directors of the Issuer. Subject to certain conditions, Alfa Telecom
has the right to designate three directors. CIG 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. In addition, the directors
sitting on the board of directors of the Issuer on the date the board adopts
resolutions concerning the Issuer's annual meeting of stockholders shall
designate two directors, which directors, if required by applicable marketplace
rules, shall be independent and financially literate. Upon Alfa Telecom's
ceasing to own at least 15% of the issued and outstanding Shares, the number of
directors designated by Alfa Telecom shall be reduced to two. Upon RTK's ceasing
to own at least 10% of the issued and outstanding Shares, the number of
directors designated by RTK shall be reduced to one. Upon any of Alfa Telecom,
RTK, CIG or Barings ceasing to own at least 3% of the issued and outstanding
Shares, the board representation rights of such entity shall terminate. The
Issuer and each of RTK, Alfa Telecom, Barings and CIG have agreed that, as long
as the voting agreement set forth in Section 3 of the New Shareholders Agreement
remains in effect, each of them will take all actions (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 the Issuer'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 the Issuer 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 a special transaction.
The New Shareholders Agreement also includes an acknowledgment by the
Issuer that, pursuant to an assignment effected on May 11, 2001 by Global
TeleSystems Europe Holdings B.V. ("GTS") to Alfa Telecom of all of GTS's rights
under the GTS Registration Rights Agreement, dated as of October 5, 1999 (the
"GTS Registration Rights Agreement"), Alfa Telecom has registration rights with
respect to Alfa Telecom's Original Shares (as defined in the New Shareholders
Agreement), which include three Demand Registration rights (as defined in the
GTS Registration Rights Agreement).
The New Shareholders Agreement shall terminate upon the later of (i) May
11, 2004 (the third anniversary of the Closing) or (ii) the date of the Issuer's
annual meeting of stockholders to be held in 2004. The New Shareholders
Agreement will also terminate as to any of RTK, Alfa Telecom, Barings and CIG if
such entity ceases to hold at least 1.5% of the issued and outstanding Shares.
The provisions in Section 2 of the New Shareholders Agreement regarding
tag-along rights upon certain sales by Alfa Telecom will terminate as to Barings
or CIG if such entity ceases to hold at least 2.5% of the issued and outstanding
Shares. The New Shareholders Agreement is attached hereto as Exhibit O and is
incorporated herein by reference.
Page 11 of 40 Pages
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions and may
purchase securities for the purpose of closing out short positions in such
securities.
The forgoing descriptions of the New Shareholders Agreement and the New
Standstill Agreement do not purport to be complete and are qualified in their
entirety by the terms of the New Shareholders Agreement and the New Standstill
Agreement, which are incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 12 of 40 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: September 9, 2002 ALFA TELECOM LIMITED
By: /s/ Pavel Nazarian
---------------------------
Pavel Nazarian
Director
Date: September 9, 2002 ALFA FINANCE HOLDINGS S.A.
By: /s/ Andrey Kosogov
---------------------------
Andrey Kosogov
Director
Date: September 9, 2002 CTF HOLDINGS LIMITED
By: /s/ Franz Wolf
---------------------------
Franz Wolf
Director
Date: September 9, 2002 CROWN FINANCE FOUNDATION
By: /s/ Franz Wolf
---------------------------
Franz Wolf
Attorney-in-Fact
Page 13 of 40 Pages
ANNEX A
Directors and Officers of Alfa Telecom Limited
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ---------------
Pavel Nazarian Director, Administrative and Financial Suite 1, 4 Irish Place,
Director Manager of Alfa Bank Holdings Limited Gibraltar
(Russia)
Joseph Moss Administrative Director of Crown Suite 3, 4 Irish Place,
Director Resources AG Gibraltar
(United Kingdom)
Directors and Officers of Alfa Finance Holdings S.A.
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ---------------
Peter Aven President of OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
Director 107078 Moscow, Russia
(Russia)
Mikhail Fridman Chairman of the Board of Directors of 11 Mashy Poryvaevoy Street,
Director OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
David Gould Deputy Director of Corporate 3 Smolenskaya Square,
Director Development, Finance and Control for 121099 Moscow, Russia
(United States) CTF Holdings Limited
Alexander Knaster Chief Executive Officer of OJSC Alfa 11 Mashy Poryvaevoy Street,
Director Bank 107078 Moscow, Russia
(United States)
Andrey Kosogov First Deputy Chairman of the Executive 11 Mashy Poryvaevoy Street,
Director Board of Directors of OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
Alexey Kuzmichev Chairman of the Board of Directors of 21 Novy Arbat Street,
Director Crown Resources AG 121019 Moscow, Russia
(Russia)
Aleksandr Tolchinsky Head of the Corporate Finance 12 Acad. Sakharov Prospect, 107078
Director Department of OJSC Alfa Bank Moscow, Russia
(United States)
Page 14 of 40 Pages
Directors and Officers of CTF Holdings Limited
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ---------------
Adrian Collister Director and Chartered Accountant, ESC International -
Director ESC, International Gibraltar Office -
(United Kingdom) P.O. Box 398, Ground Floor,
Neptune House, Marina Bay,
Gibraltar
Alla Koudriavtseva Director of CTF Holdings Limited Suite 2, 4 Irish Place,
Director Gibraltar
(Russia)
Franz Wolf Director of CTF Holdings Limited Suite 2, 4 Irish Place,
Director Gibraltar
(Germany)
Directors and Officers of Crown Finance Foundation
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ---------------
Christian Rosenow Financial Advisor Claridenstrasse 25 CH-8002
Director Zurich, Switzerland
(Switzerland)
Dr. Norbert Seeger Attorney, ArComm Trust Company Am Schragen Weg 14,
Director P.O. Box 1618, FL-9490 Vaduz,
(Liechtenstein) Liechtenstein
Dr. Christian Zangerle Attorney, Law Office of Dr. Norbert Am Schragen Weg 14,
Director Seeger P.O. Box 1618, FL-9490 Vaduz,
(Austria) Liechtenstein
Directors of the Supervisory Board of Alfa Group Consortium
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ---------------
Peter Aven President of OJSC Alfa Bank 11 Mashy Poryvaevoy Street,
Director 107078 Moscow, Russia
(Russia)
Alexander Fain Chief Executive Officer of 21 Novy Arbat Street,
Director LLC Alfa Eco 121019 Moscow, Russia
(Russia)
Page 15 of 40 Pages
Gleb Fetisov Member of the Federal Assembly of the 11-6 Pozharisky per,
Director Russian Federation as a Representative 119034 Moscow, Russia
(Russia) of the Region of Voronezh
Mikhail Fridman Chairman of the Board of Directors of 11 Mashy Poryvaevoy Street,
Director OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
Michail Gamzin Chief Executive Officer of United Food 3rd Golutvinsky per.,
Director Company 10, building 6,
(Russia) 109180 Moscow, Russia
German Khan Member of the Board of Directors of 18/2, Schipok Street,
Director OJSC Tyumen Oil Company 113097 Moscow, Russia
(Russia)
Vladimir Bernstein Director of Strategic and Investment 3 Smolenskaya Square,
Director Planning of Alfa Group 121099 Moscow, Russia
(Russia)
Alexander Kosiyanenko Chief Executive Officer of 14817 Moscow region, district of
Director JSC Perekrestok Mytischy, Paveltsevo village,
(Russia) Russia
Alexey Kuzmichev Chairman of the Board of Directors of 21 Novy Arbat Street,
Director Crown Resources AG 121019 Moscow, Russia
(Russia)
Nigel Robinson Director of Corporate Development, 3 Smolenskaya Square,
Director Finance and Control of Alfa Group 121099 Moscow, Russia
(United Kingdom)
Leonard Vid Chairman of the Executive Board of 11 Mashy Poryvaevoy Street,
Director Directors of OJSC Alfa Bank 107078 Moscow, Russia
(Russia)
To the best of the Reporting Persons' knowledge:
(a) With the exceptions of 1,000 Shares held for the account of
Aleksandr Tolchinsky and 20,000 Shares held for the account of Alexander
Knaster, none of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
Page 16 of 40 Pages
EXHIBIT INDEX
Page No.
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M. Power of Attorney for Crown Finance Foundation, dated
as of July 4, 2002, granted by Dr. Norbert Seeger and
Dr. Christian Zangerle in favor of Franz Wolf 17
N. Standstill Agreement, dated as of September 5, 2002,
by and among Golden Telecom, Inc., OAO Rostelecom,
Alfa Telecom Limited, Capital International Global
Emerging Markets Private Equity Fund, L.P.,
Cavendish Nominees Limited and First NIS Regional
Fund SICAV. 18
O. Shareholders Agreement, dated as of September 5, 2002,
by and among Golden Telecom, Inc., OAO Rostelecom,
Alfa Telecom Limited, Capital International Global Emerging
Markets Private Equity Fund, L.P., Cavendish Nominees
Limited and First NIS Regional Fund SICAV 28