UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Bjorn Hogstad, Esq.
Telenor ASA
Snaroyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2004
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(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers LLP
60 Cannon Street
London EC4N 6JP
England
44-207-248-3000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page will be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 38122G107
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Nye Telenor East Invest AS
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC (See Item 3)
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5 Check 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
Norway
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7 Sole Voting Power
Number of 7,369,972 (See Item 5)
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,369,972
10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,369,972
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does
not include shares which the Reporting Person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule
13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
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13 Percent of Class Represented By Amount in Row (11)
20.5% of the outstanding Common Stock
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14 Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
CUSIP NO. 38122G107
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Telenor Business Solutions Holding AS
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF (See Item 3)
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5 Check 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
Norway
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7 Sole Voting Power
Number of 7,369,972/(1)/(See Item 5)
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,369,972/(1)/(See Item 5)
10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,369,972/(1)/ (See Item 5)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does
not include shares which the Reporting Person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule
13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
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13 Percent of Class Represented By Amount in Row (11)
20.5% of the outstanding Common Stock/(1)/
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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(1) The Reporting Person disclaims beneficial ownership of all shares.
SCHEDULE 13D
CUSIP NO. 38122G107
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Telenor ASA
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. [ ]
b. [ ]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF (See Item 3)
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Norway
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7 Sole Voting Power
Number of 7,369,972/(2)/ (See Item 5)
Shares
Beneficially 8 Shared Voting Power
Owned by -0-
Each
Reporting 9 Sole Dispositive Power
Person With 7,369,972/(2)/ (See Item 5)
10 Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
7,369,972/(2)/ (See Item 5)
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
The aggregate amount reported as beneficially owned in row (11) does
not include shares which the Reporting Person discloses in the report
but as to which beneficial ownership is disclaimed pursuant to Rule
13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
--------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
20.5% of the outstanding Common Stock/(2)/
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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(2) The Reporting Person disclaims beneficial ownership of all shares.
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D relates to shares of common stock,
$0.01 par value per share (the "Common Stock"), of Golden Telecom, Inc. ("GTI").
This Amendment No. 3 amends and supplements the statement on Schedule 13D, filed
by the Reporting Persons on August 29, 2003, as amended by Amendment No. 1 to
Schedule 13D, filed by the Reporting Persons on November 28, 2003 and Amendment
No. 2 to Schedule 13D, filed by the Reporting Persons on December 1, 2003 (the
"Statement"). This Amendment No. 3 is being filed by the Reporting Persons to
report the proposed acquisition of 40,000 shares of Common Stock of GTI (the
"Additional Shares") by Nye Telenor East Invest AS ("Telenor"). Defined terms
used herein that are not otherwise defined have the meanings ascribed to them in
the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby supplemented with the following information:
All of the US$1,170,000 used to acquire the Additional Shares will come
from the working capital of Telenor.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby supplemented with the following information:
Telenor has agreed to acquire the Additional Shares in a privately
negotiated transaction with CIG pursuant to the terms of a Share Purchase
Agreement dated as of February 6, 2004 (the "2004 Share Purchase Agreement")
between Telenor and CIG. The 2004 Share Purchase Agreement contemplates the
closing of such transaction will occur on February 11, 2004. Under the terms of
the 2004 Share Purchase Agreement, at closing, Telenor will pay CIG $29.25 per
Additional Share.
Upon completion of the purchase of the Additional Shares described above,
Telenor will be the direct beneficial owner of 7,369,972 shares of Common Stock
or approximately 20.5% of the 35,937,406 shares of Common Stock which are
outstanding.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a) and (b) are hereby amended to read in their entirety as
follows:
(a) and (b) Upon the completion of the purchase of the Additional Shares
pursuant to the 2004 Share Purchase Agreement, Telenor will be the direct
beneficial owner of 7,369,972 shares of Common Stock, which will constitute
approximately 20.5% of the issued and outstanding shares of Common Stock of GTI.
Telenor will have the sole power to vote or direct the vote of, and the sole
power to dispose or direct the disposition of, all of the 7,369,972 shares of
Common Stock owned by it.
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that any of the Reporting Persons is the
beneficial owner of any shares of Common Stock of GTI (other than, solely in the
case of Telenor, the 7,369,972 shares of Common Stock directly held by it) for
purposes of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Telenor is a direct wholly owned subsidiary of Telenor Business Solutions
Holding AS, and Telenor Business Solutions Holding AS is a direct wholly owned
subsidiary of Telenor ASA. As a result, Telenor Business Solutions Holding AS
and/or Telenor ASA may be deemed to be the indirect beneficial owner of the
shares of Common Stock owned directly by Telenor. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
that Telenor Business Solutions Holding AS or Telenor ASA is the beneficial
owner of the shares of Common Stock presently owned by Telenor for the purposes
of Section 13(d) of the Exchange Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
Item 5(c) is supplemented with the following information:
Except with respect to the proposed acquisition of the Additional Shares
described in response to Item 4, no Reporting Person (and no other person for
whom information is required to be reported pursuant to General Instruction C to
Schedule 13D) has entered into any transactions in the shares of Common Stock of
GTI during the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended to read in its entirety as follows:
Except as provided in the Share Exchange Agreement, the Shareholders
Agreement, the Standstill Agreement, the Registration Rights Agreement, the
Undertaking Letter, the Share Purchase Agreement and the 2004 Share Purchase
Agreement, or as set forth herein, none of the Reporting Persons or, to the best
knowledge of such parties, none of the individuals named in Item 2 hereof has
entered into any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of GTI, including,
but not limited to, transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby supplemented with the following information:
10. Attached hereto as Exhibit "J" is a conformed copy of the Share
Purchase Agreement dated as of February 6, 2004 between Capital
International Global Emerging Markets Private Equity Fund, L.P., as
seller, and Nye Telenor East Invest AS, as purchaser.
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: February 10, 2004 NYE TELENOR EAST INVEST AS
By: /s/ Jon Fredrik Baksaas
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Name: Jon Fredrik Baksaas
Title: Chairman of the Board
TELENOR BUSINESS SOLUTIONS HOLDING AS
By: /s/ Morten Karlsen Sorby
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Name: Morten Karlsen Sorby
Title: Chairman of the Board
TELENOR ASA
By: /s/ Jon Fredrik Baksaas
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Name: Jon Fredrik Baksaas
Title: Chief Executive Officer
INDEX TO EXHIBITS
10. Attached hereto as Exhibit "J" is a conformed copy of the Share Purchase
Agreement dated as of February 6, 2004 between Capital International
Global Emerging Markets Private Equity Fund, L.P., as seller, and Nye
Telenor East Invest AS, as purchaser.