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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 16, 1997
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(DATE OF REPORT)
PLD TELEKOM INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20444 13-3950002
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) ID NO.)
680 FIFTH AVENUE, 24TH FLOOR
NEW YORK, NEW YORK 10019
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 262-6060
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On December 15, 1997, the Registrant announced by press release (the
"Press Release") the acquisition by it of an additional 29.65% stake in its
subsidiary Technocom Limited.
The Registrant hereby incorporates by reference the Press Release,
which is attached hereto as Exhibit 99.1 and made a part hereof, into this Item
5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
99.1 Press Release, dated December 15, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PLD TELEKOM INC.
Date: December 16, 1997 By: /s/ Simon Edwards
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Simon Edwards
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit
99.1 Press Release, dated December 15, 1997.
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EXHIBIT 99.1
PLD TELEKOM INC. PRESS RELEASE
PLD TELEKOM INCREASES STAKE IN TECHNOCOM LIMITED TO 80.4%
PLD INTEREST IN TELEPORT-TP, MTR-SVIAZ AND ROSH TELECOM CLOSE TO 40%
New York, December 15, 1997 - PLD Telekom Inc. (NASDAQ: PLDI; TSE: PLD) today
announced that it has acquired an additional 29.65% of its subsidiary Technocom
Limited, taking its stake from 50.75% to 80.40%. Technocom Limited, and its
subsidiary Teleport-TP, a joint venture with Rostelecom, are the vehicles
through which PLD is addressing the market for domestic and international long
distance telecommunications services in the Russian Federation. As a result of
this acquisition, PLD's economic interest in Teleport-TP and in Technocom's
other joint ventures - MTR-Sviaz (a joint venture with Mosenergo, the Moscow
power utility, to commercialize its existing internal telecommunications
network) and Rosh Telecom (a joint venture with ECI Telecom of Israel to
distribute ECI's products on an exclusive basis in Russia) - is now
approximately 40%.
The total consideration for the acquisition was $32.45 million, approximately
three quarters of which was paid in cash and the remainder in shares of PLD
common stock. The cash element of the transaction was funded as to $9 million
from the funds escrowed following the debt offering completed in June 1996 and
$15.5 million from a private placement of its 12% Revolving Credit Notes which
fall due in the period September to December 1998 and are secured by a
proportion of the shares acquired and PLD's inventory and accounts receivable.
The shares of common stock cannot be sold until 2000.
In commenting on the acquisition James Hatt, Chairman and Chief Executive
Officer, said:
"This acquisition demonstrates PLD's commitment to the growing market for
domestic and international long distance telecommunications services in the
Russian Federation and the importance of Teleport-TP to our future plans. This
development is the culmination of a series of transactions over the past
eighteen months through which we have almost doubled PLD's economic interest in
Teleport-TP from 21.2% when we acquired our stake in Technocom Limited in
December 1994 to just under 40% today, along the way achieving the important
step of being able to consolidate Teleport-TP into our financial results."
He added:
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"I am pleased to welcome Dr Boris Antoniuk, Chief Executive of Teleport-TP and a
PLD Board member, as a significant shareholder in the company. Dr Antoniuk's
acceptance of restricted PLD equity for more than half of the consideration he
received in this transaction is tangible evidence of his belief in the future
prospects of PLD as a whole. In addition, I am confident that the
incentivization of our partners through their residual holdings in Technocom and
their agreement to remain actively involved in the activities of the Technocom
group will help to ensure the continued success of our ventures in the Russian
long distance market."
PLD Telekom's strategy continues to be focused on becoming a leading participant
in the provision of telecommunications infrastructure, products and services in
the former Soviet Union, through partnerships with local, regional and national
communications companies. It is already a major provider, through its operating
ventures, of high quality local, long distance and international
telecommunications services in the Russian Federation and Kazakstan.
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Contacts:
USA: Brunswick George J. Avril (212) 333-3810
