<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [NO FEE REQUIRED] for the fiscal year ended
December 31, 1997 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 [NO FEE REQUIRED] for the transition period from
________ to ________
COMMISSION FILE NUMBER 0-20444
PLD TELEKOM INC.
(FORMERLY PETERSBURG LONG DISTANCE INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 13-3950002
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
680 Fifth Avenue, 24th Floor
New York, NY 10019
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code:
(212) 262-6060
Securities registered pursuant to Section 12(b) of
the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
<S> <C>
Common Stock, par value $.01 per share Nasdaq National Market
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE
(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in the definitive proxy statement
incorporated by reference in Part III of this annual report on Form 10-K or any
amendment to this annual report on Form 10-K. ___
<PAGE> 2
As of March 27, 1998, the aggregate market value of the Common Stock
held by non-affiliates of the registrant was $178,045,652. Such aggregate market
value was computed by reference to the closing sale price of the Common Stock as
reported on the National Market segment of The Nasdaq Stock Market on such date.
For purposes of making this calculation only, the registrant has defined
affiliates as including all executive officers, directors and beneficial owners
of more than ten percent of the Common Stock of the Company.
As of March 27, 1998, there were 33,324,290 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Unless the context indicates otherwise, the terms "PLD" and "Company"
refer to PLD Telekom Inc.
<PAGE> 3
PLD TELEKOM INC.
FORM 10-K/A-1
ANNUAL REPORT FOR FISCAL YEAR ENDED DECEMBER 31, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PART III
<S> <C>
Item 10. Directors and executive officers of the Registrant 1
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and Management 12
Item 13. Certain Relationships and Related Transactions 15
</TABLE>
<PAGE> 4
PLD TELEKOM INC. HEREBY AMENDS ITS ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1997, FILED WITH THE COMMISSION ON MARCH 31, 1998, BY
ADDING THE INFORMATION REQUIRED BY PART III (ITEMS 10, 11, 12 AND 13).
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE POSITION
- ---------------- --- --------
<S> <C> <C>
James R.S. Hatt 38 Chairman, President and Chief Executive Officer
Dr. Boris Antoniuk 49 Director and Group Director - CIS and Russia
Edward Charles Dilley 59 Director
Simon Edwards 35 Director, Senior Vice President and Chief Financial Officer
Gordon Humphrey 57 Director
Gennady Kudriavtsev 57 Director
Dr. Vladimir Kvint 48 Director
Julian Rawle 36 Director
Robert Smith 60 Director
David M. Stovel 49 Director
John Davies 51 Deputy Chief Executive Officer and Chief Operating Officer
Alan G. Brooks (1) 56 Special Projects Director
Conor Carroll 31 Vice President, Operations
</TABLE>
- ---------
(1) Mr. Brooks was an executive officer of the Company, in his role as
Chief Operating Officer, through January 31, 1998. It is not expected
that he will be considered an executive officer for the remainder of
the 1998 fiscal year.
Set forth below is selected biographical information for the executive
officers and directors of the Company.
James R.S. Hatt has served as a Director of the Company since June
1994, as Chief Executive Officer since January 1995 and as Chairman since June
1995. From 1987 to 1995, he served as Director of Business Development, Europe,
for Cable & Wireless.
Dr. Boris Antoniuk has served as a Director of the Company since June
1997 and as Group Director - CIS and Russia of the Company since November 1997.
He has many years' experience in the telecommunications field, having worked for
various government agencies and trade delegations in the Soviet Union and Russia
since 1974, including six years as head of the U.S. department of the USSR State
Committee for Science and Technology in Moscow and three years as economic
adviser to a deputy Prime Minister of the USSR Council of Ministers. Since the
economic liberalization of Russia, he has been involved in a number of
commercial ventures, including the publishing of several Russian computer
magazines. Dr. Antoniuk has served as general manager of Technocom and Chairman
and Chief Executive Officer of Teleport-TP since 1992. Both Technocom and
Teleport-TP are operating subsidiaries of the Company. He also holds the post of
Deputy Chairman of Technopark, a subsidiary of Technocom.
<PAGE> 5
Edward Charles Dilley has served as a Director of the Company
since June 1997. Since January 1996, Mr. Dilley has been Director of Corporate
Finance for Cable & Wireless. Prior to joining Cable & Wireless, he was employed
by Barclays Bank for 40 years, including in several executive positions.
Simon Edwards has served as Director of the Company since June 1997, as
Chief Financial Officer of the Company since October 1995 and Senior Vice
President and Treasurer since February 1997. He was previously Director of
Finance for Cable & Wireless Europe from October 1994 to September 1995. From
July 1992 to October 1994, he held a number of corporate finance positions
within Cable & Wireless. From July 1988 to June 1992 he was a management
consultant with Arthur Andersen.
Senator Gordon Humphrey has served as a Director of the Company since
June 1997. He served two terms as United States Senator from the State of New
Hampshire, from 1979 to 1991, where he was a member of the Committee on Foreign
Relations, the Armed Services Committee and the Judiciary Committee. Upon his
return to the private sector in 1991, Senator Humphrey founded the Humphrey
Group, Inc., which serves clients in international commerce, with primary focus
on Russia and the CIS.
Gennady Kudriavtsev has served as a Director of the Company since June
1997. He has many years of telecommunications experience in Russia and the
former Soviet Union. He has served as Director General of Intersputnik, a
Russian state-owned satellite operator since 1992. Prior to the breakup of the
former Soviet Union, he served as Minister of Communications of the USSR.
Dr. Vladimir Kvint has served as a Director of the Company since June
1997. He is currently Professor, Management Systems and International Business
at Fordham University Graduate School of Business and Adjunct Professor of
Management Strategy at the Stern School of Business, New York University. Dr.
Kvint is a Full Lifetime Member of the Russian Academy of Natural Sciences. From
1989 until 1995 he was a consultant to Cable & Wireless Executive Chairman, Lord
David Young. He has published numerous articles and books on emerging Eastern
European markets.
Julian Rawle has served as a Director of the Company since March 1998.
He joined Cable & Wireless in April 1995 and is currently the Representative
Director of the Cable & Wireless CIS office in Moscow. Prior to joining Cable &
Wireless, Mr. Rawle set up and managed British Petroleum's first sales office in
the former Soviet Union and worked with Chevron in Kazakhstan.
Robert Smith has served as a Director of the Company since September
1993. He has been President of Newmark Capital Limited ("Newmark"), a private
investment and consulting company since 1992. From 1990 to 1992, he was Chief
Executive Officer of the First Hungarian Investment Advisory RT. He also serves
as Chairman of BECET International ("BECET"), an operating subsidiary of the
Company and sits on the boards of other companies including Rogers Cantel Mobile
Communications Inc.
David Stovel has served as a Director of the Company since February
1993. He has been President of Brawley Cathers Limited, an investment bank
headquartered in Toronto, Canada since 1987.
John Davies has served as Deputy Chief Executive Officer of the Company
since June 1997 and as Chief Operating Officer of the Company since February 1,
1998. Previously, from 1995 to 1997, he was a director and partner in Beldi &
Cie SA providing services to multinational companies and entrepreneurs. From
1987 to 1995, he was one of the founding directors of Financiere Indosuez, a
subsidiary of the Suez Group, which was active in cross-border mergers and
acquisition and corporate finance. Prior to that, Mr. Davies served as a
business consultant and a vice president for international finance of a
privately-owned shipping and commodity trading group.
Alan Brooks has served as Special Projects Director of the Company
since February 1, 1998. He served as Chief Operating Officer of the Company from
January 1996 through January 1998 and Senior Vice President from February 1997
through January 1998. Previously, he served in a number of senior management
positions with Cable & Wireless for over 30 years, most recently in Sweden,
Japan, Papua
2
<PAGE> 6
New Guinea and the Middle East. Mr. Brooks was on secondment to the Company from
Cable & Wireless from March 1995 until December 1995.
Conor Carroll has served as Vice President, Operations of the Company
since February 1997. From January 1995 until February 1997 he was Vice
President, Business Development of the Company. From 1991 to 1994, Mr. Carroll
was Business Development Manager for Cable & Wireless Europe.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that directors and certain officers of the Company,
and persons who own more than ten percent of the Company's Common Stock, file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes of ownership of such Common Stock. Based solely
on its review of the copies of such reports received by the Company and written
representations from certain reporting persons that no Forms 5 were required for
those persons, the Company believes that during the year ended December 31, 1997
all filing requirements applicable to its officers, directors and ten-percent
stockholders were satisfied, with the exception of the Initial Statements of
Beneficial Ownership on Form 3 for Messrs. Antoniuk, Kvint and Kudriavtsev,
current directors of the Company. Each such director was elected as a director
of the Company in June 1997 and was obligated to file Initial Statements of
Beneficial Ownership within 10 days of their election. Due to an administrative
oversight, these filings were not timely made, but were filed in February 1998
as soon as the oversight was discovered.
3
<PAGE> 7
ITEM 11 EXECUTIVE COMPENSATION
The following table sets forth for the years ended December 31, 1997,
1996 and 1995 certain compensation paid by the Company to its Chief
Executive Officer and the four other most highly paid executive officers of the
Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
-------------------
NAME AND PRINCIPAL POSITION COMPENSATION
---------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS
---- ------ ----- --------------- -------
<S> <C> <C> <C> <C> <C>
James R.S. Hatt 1997 $390,000 $117,000 $ 78,000 -0-
Chairman, President and Chief 1996 $290,000 $191,000 $ 58,000 250,000
Executive Officer 1995 $220,000 $ 75,000 $ 44,000 200,000
---- -------- -------- -------- --------
John Davies 1997 $175,000(3) $ 52,500 $ 17,500 500,000
Deputy Chief Executive Officer and 1996 -- -- -- --
Chief Operating Officer 1995 -- -- -- --
---- -------- -------- -------- --------
Simon Edwards 1997 $325,000 $ 97,500 $ 65,000 -0-
Senior Vice President, Chief 1996 $225,000 $165,000 $ 45,000 200,000
Financial Officer and Treasurer 1995 $ 43,750 $ 15,000 $ 8,750 150,000
---- -------- -------- -------- --------
Conor Carroll 1997 $150,700 $ 45,210 $ 30,140 -0-
Vice President, Operations 1996 $150,700 $ 90,280 $ 30,140 150,000
1995 $110,000 $ 14,300 $ 22,000 50,000
---- -------- -------- -------- --------
Robert Smith 1997 $100,000(4) -0- -0- -0-
Chairman of BECET International 1996 $145,833(4) -0- -0- 100,000
1995 $200,000(4) -0- -0- -0-
---- -------- -------- -------- --------
Alan G. Brooks 1997 $200,000 $ 60,000 -0- 150,000
Special Projects Director 1996 $149,500 $ 40,000 -0- -0-
1995 -0- -0- -0- -0-
---- -------- -------- -------- --------
</TABLE>
- -------------------------------------------
(1) All amounts are stated in U.S. Dollars. Certain amounts were paid to
Messrs. Hatt, Edwards, Carroll and Brooks in British Pounds and have
been converted to U.S. Dollars at a conversion rate of $1.50/pound
sterling 1.00.
(2) Other Annual Compensation consists of amounts paid in lieu of certain
benefits.
(3) Mr. Davies' employment with the Company commenced on June 1, 1997 and
this amount is the amount paid to him in salary during the period June
1 to December 31, 1997. His current base salary is $300,000 per annum.
(4) Amounts classified as "salary" were paid as a consulting fee to Newmark
for the provision of Mr. Smith's services to BECET and the Company. See
"Item 13 - Certain Relationships and Related Transactions."
4
<PAGE> 8
The following table summarizes stock options granted during 1997 to the
persons named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
TERM(1)
-----------------------------
PERCENT OF TOTAL
OPTIONS GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED 1997 PRICE DATE 5% 10%
- ---- ------- ---- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
James R. S. Hatt -0- -- -- -- -- --
John Davies 500,000 37.9% $5.25 6/23/07 $1,650,848 $4,183,574
Simon Edwards -0- -- -- -- -- --
Conor Carroll -0- -- -- -- -- --
Robert Smith -0- -- -- -- -- --
Alan G. Brooks 150,000 11.4% $6.00 4/27/02 $248,653 $549,459
</TABLE>
- --------------------------------------------
(1) Potential Realizable Values are based on an assumption that the stock
price of the Common Stock starts equal to the exercise price shown for
each particular option grant and appreciates at the annual rate shown
(compounded annually) from the date of grant until the end of the term
of the option. These amounts are reported net of the option exercise
price, but before any taxes associated with exercise or subsequent
sale of the underlying stock. The actual value, if any, an option
holder may realize will be a function of the extent to which the stock
price exceeds the exercise price on the date the option is exercised.
The actual value to be realized by the option holder may be greater or
less than the values estimated in this table.
5
<PAGE> 9
The following table summarizes option exercises during 1997 and the
value of vested and unvested options for the persons named in the Summary
Compensation Table at December 31, 1997. Year-end values are based upon a price
of $5.375 per share, which was the closing market price of a share of the
Company's Common Stock on the Nasdaq Stock Market on December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST YEAR AND
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS VALUE OF UNEXERCISED
AT DECEMBER 31, 1997 IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1997
------------------------------- --------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James R. S. Hatt 90,000 $222,150 153,333 166,667 0 0
John Davies -0- --- 166,666 333,334 31,250 104,167
Simon Edwards 90,000 $250,950 126,666 133,334 0 0
Conor Carroll -0- --- 83,333 116,667 0 0
Robert Smith 10,000 $21,886 115,833 66,666 0 0
Alan G. Brooks -0- -- 150,000 -0- 0 --
</TABLE>
The Company does not currently grant any long-term incentives, other
than stock options, to its executives or other employees. Similarly, the Company
does not sponsor any defined benefit or actuarial plans at this time.
6
<PAGE> 10
EMPLOYMENT AGREEMENTS
Pursuant to employment agreements, dated as of January 1, 1995, with
the Company and PLD Management Services Limited ("PLDMS"), James Hatt was
employed (i) as Chief Executive Officer of the Company at an initial annual
salary of $167,500 and (ii) as an Executive of PLDMS at an initial annual salary
of pound sterling 35,000. During 1996, Mr. Hatt's annual salaries under these
agreements were $237,500 and pound sterling 35,000, respectively. Effective As
of August 1, 1997, and as a consequence of the Company moving its executive
offices to the United States, the agreement with PLDMS was terminated, and the
agreement with the Company was amended and restated so as, inter alia, to
combine the salary and other compensation arrangements previously provided by
the two separate agreements. Under the amended and restated agreement Mr. Hatt's
annual salary was $390,000 for 1997. In addition to his salary, an amount equal
to twenty percent of his then current salary amount is payable by the Company to
Mr. Hatt annually in lieu of all pension and other benefits. The agreement may
be terminated without cause by either party upon six months prior written notice
or for cause as specified; provided, that if Mr. Hatt gives notice of
termination of employment with the Company, the Company may, in its sole
discretion, terminate employment immediately upon the payment of the lump sum of
six months' gross salary. Mr. Hatt may also terminate his employment with the
Company upon three months prior written notice upon a change in control of the
Company, as defined in the Company's Equity Compensation Plan (a "Change of
Control"). Upon termination without cause by the Company or upon termination by
Mr. Hatt upon a Change of Control, Mr. Hatt is to receive as a termination fee
an amount equal to two times his then current annual salary from the Company.
John Davies is employed as Deputy Chief Executive Officer pursuant to a
letter agreement intended to be effective as June 1, 1997, at an initial annual
salary of $300,000. In addition, he receives an amount equal to ten percent of
his then current salary amount annually until such time as the Company is able
to put in place for his benefit a full range of fringe benefits, including
pension arrangements. The agreement may be terminated without cause by either
party upon six months prior written notice or for cause as specified. Mr. Davies
may also terminate his employment with the Company upon three months prior
written notice upon a Change of Control. Upon termination without cause by the
Company or upon termination by Mr. Davies upon a Change of Control, Mr. Davies
is to receive as a termination fee an amount equal to two times his then current
annual salary from the Company.
Pursuant to employment agreements, dated as of October 1, 1995, with
the Company and PLDMS, Simon Edwards was employed (i) as Chief Financial Officer
of the Company at an initial annual salary of $107,500 and (ii) as an Executive
of PLDMS at an initial annual salary of pound sterling 45,000. During 1996, Mr.
Edwards' annual salaries under these agreements were $157,500 and pound sterling
45,000, respectively. As with Mr. Hatt, effective as of July 1, 1997 the
agreement with PLDMS was terminated and the agreement with the Company was
amended and restated. Under the amended and restated agreement Mr. Edwards'
annual salary for 1997 was $325,000. In addition to his salary, an amount equal
to twenty percent of his then current salary amount is payable by the Company to
Mr. Edwards annually in lieu of all pension and other benefits. The agreement
may be terminated without cause by either party upon six months prior written
notice or for cause as specified; provided, that if Mr. Edwards gives notice of
termination of employment with the Company, the Company may, in its sole
discretion, terminate employment immediately upon the payment of the lump sum of
six months' gross salary. Mr. Edwards may also terminate his employment with the
Company upon three months prior written notice upon a Change in Control of the
Company. Upon termination without cause by the Company or upon termination by
Mr. Edwards upon a Change of Control, Mr. Edwards is to receive as a termination
fee an amount equal to two times his then current annual salary from the
Company.
Pursuant to an employment agreement, dated August 6, 1996, with PLDMS,
Mr. Brooks was employed as Chief Operating Officer as of July 1, 1996 at an
initial annual salary of $200,000 and for an initial term of 18 months. During
1997, Mr. Brooks' annual salary under this agreement was $200,000. Effective
July 28, 1997, the termination date for the agreement was extended to September
30, 1997, and
7
<PAGE> 11
that termination date has been extended orally. Since February 1, 1998, Mr.
Brooks has been Special Projects Director of the Company.
Pursuant to employment agreements, dated as of January 1, 1995, with
the Company and PLDMS, Mr. Carroll was employed (i) as Vice President, Business
Development of the Company at an initial annual salary of $55,000 and (ii) as an
Executive of PLDMS at an initial annual salary of pound sterling 36,000. During
1996, Mr. Carroll'S annual salaries under these agreements were $75,000 and
pound sterling 50,000, respectively. As of February 1997, Mr. CarrOll became
Vice President, Operations of the Company. The agreement with the Company was
amended and restated effective as of August 1, 1997 to incorporate various
changes made in the agreements with Messrs. Hatt and Edwards, but without
changing the overall compensation arrangements. The agreement may be terminated
without cause by either party upon six months prior written notice or for cause
as specified; provided, that if Mr. Carroll gives notice of termination of
employment with the Company, the Company may, in its sole discretion, terminate
employment immediately upon the payment of the lump sum of six months' gross
salary. Mr. Carroll may also terminate his employment with the Company upon
three months prior written notice upon a Change in Control of the Company. The
agreement with PLDMS may be terminated without cause by either party upon thirty
days prior written notice or for cause as specified. Upon termination without
cause by the Company or upon termination by Mr. Carroll upon a Change of
Control, Mr. Carroll is to receive as a termination fee a specific multiple of
his then annual current salary from the Company, as determined from time to time
by the board of directors. As of December 31, 1997, the applicable multiple for
Mr. Carroll is 4.000. In addition to his salary from the Company and PLDMS, an
amount equal to twenty percent of his then current salary amount is payable by
the Company to Mr. Carroll annually in lieu of all pension and other benefits.
No termination payment is payable to Mr. Carroll by PLDMS.
COMPENSATION OF DIRECTORS
Non-employee directors are paid an annual directors' fees of $15,000
and fees of $750 for each board meeting and $250 for each committee meeting
attended, and are reimbursed for expenses incurred in connection with attendance
at Board of Directors and Committee meetings. In addition, the chairman of each
Committee receives an additional annual fee of $5,000. Messrs. Dilley and
Timothy Lowry (the other representative of Navona during 1997) declined all fees
during 1997. All directors are eligible to participate in the Company's 1997
Equity Compensation Plan (the "Plan"). However, non-employee directors are only
permitted to receive non-qualified stock options under the Plan, pursuant to
arrangements under which, subject to approval by the Board of Directors, such
individuals are automatically awarded 10,000 options upon becoming a director
and a further 5,000 options annually, thereafter. Messrs. Dilley and Lowry
declined all such options during 1997.
See "Item 13 - Certain Relationships and Related Transactions" for a
description of (i) the Company's consulting agreement with Newmark for the
provision of services by Robert Smith during 1997, (ii) a description of certain
arrangements between the Company and Cable & Wireless and (iii) a description of
certain arrangements between the Company, Technocom and Dr. Antoniuk.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Hatt was on the board of directors of BECET during 1997. Until
February 1997, Robert Smith, the Chairman of BECET, was a member of the
Compensation Committee.
8
<PAGE> 12
The following Compensation Committee Report and the Comparative Stock
Performance Graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Annual Report on Form 10-K, as
amended, into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Board of Directors created the Compensation Committee (the
"Committee") to have the responsibility for implementing and administrating the
Company's compensation policies and programs for its executive officers.
The Compensation Committee is responsible for setting the base salaries
and the total compensation levels of the Chief Executive Officer (the "CEO") and
the other executive officers of the Company having total annual compensation of
over $200,000 and for determining which executives, including the CEO, will be
granted stock options and the size of such grants. Mr. Hatt does not participate
in the approval of his compensation.
Prior to the continuance of the Company from Ontario to Delaware in
February 1997, the Compensation Committee did not have the authority to approve
stock option grants, which were approved by the entire Board of Directors.
Robert Smith served on the Compensation Committee during 1996, but ceased to be
a member of the committee in February 1997. David L. Heavenridge served on the
Committee during his tenure as a director of the Company during 1997 and, upon
his resignation as a director in October 1997, was replaced by Vladimir Kvint.
Compensation Policies
The Company's compensation policies for executive officers are designed
to (a) provide competitive compensation packages that will attract and retain
superior executive talent, (b) link a significant portion of compensation to
financial results, so as to reward successful performance, and (c) provide
long-term equity compensation, to further align the interests of executive
officers with those of stockholders and further reward successful performance.
The principal components of the Company's executive officer compensation program
are base salary, annual cash incentive awards, and grants of stock options.
Pursuant to the terms of the Plan, the Company's executive officer compensation
program also includes grants of stock appreciation rights, restricted stock and
performance units.
Base salary levels for the Company's executive officers are reviewed on
an annual basis by the Committee and are set generally to be competitive with
other companies of comparable size and geographic location, taking into
consideration the positions' complexity, responsibility, need for special
expertise and personal hardships due to extensive international travel.
Individual salaries also take into account individual experience and
performance.
The bonus program in 1997 was based on the performance of the Company's
principal operating subsidiaries during 1997. Bonuses earned for 1997 consisted
of 30% of base salary for each of Messrs. Hatt, Edwards, Davies, Brooks and
Carroll.
9
<PAGE> 13
Long-Term Compensation
The Committee periodically considers the desirability of granting stock
options to officers and other employees of the Company. Prior to the Company's
continuance as a Delaware corporation in February 1997, stock option grants were
subject to approval by the entire Board of Directors. After February 1997,
the Committee was granted the authority to make such grants. The objective of
these grants are to align senior management and stockholder long-term interest
by creating a strong and direct link between the executive's accumulation of
wealth and stockholder return and to enable executives to develop and maintain a
significant, long-term stock ownership position in the Company's Common Stock.
Individual grants of stock options are based upon individual performance. The
Committee believes that its past grants of stock options have successfully
focused the Company's executive officers and other members of senior management
on building stockholder value.
Compensation of Chief Executive Officer
In determining the compensation of Mr. Hatt, the Committee has taken
into consideration his experience, dedication, performance and contribution to
the growth of the Company and its operating subsidiaries over the past two
years, the personal hardships resulting from extensive international travel,
including long periods in the countries of the former Soviet Union, and Mr.
Hatt's overall management strengths and business acumen.
Presented by the Compensation Committee:
David M. Stovel
Edward Charles Dilley
Dr. Vladimir Kvint
10
<PAGE> 14
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total stockholder return of (i) the
Nasdaq Stock Market Composite Index (the "Nasdaq Index"), and (ii) the Nasdaq
Telecommunications Index, assuming an investment of $100 on February 18, 1993
(the date the Company's Common Shares were first traded in the United States on
the Nasdaq Stock Market) in each of the Common Stock of the Company, the stocks
comprising the Nasdaq Index and the stocks comprising the Nasdaq
Telecommunications Index, and further assuming reinvestment of dividends, if
any.
<TABLE>
<CAPTION>
Nasdaq Nasdaq
Measurement Stock Market Telecommunications
Date PLD Telekom Inc. Composite Index Index
----------- ---------------- --------------- ------------------
<S> <C> <C> <C>
2/18/93 100.0 100.0 100.0
12/31/93 121.1 117.3 142.0
12/31/94 67.1 113.5 119.2
12/31/95 50.0 158.8 159.9
12/31/96 64.5 194.9 165.7
12/31/97 56.6 237.1 235.2
</TABLE>
11
<PAGE> 15
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information (as of March 31,
1998, except as otherwise noted), with respect to shares of Common Stock
beneficially owned by owners of more than five percent of the outstanding Common
Stock, by all current directors and nominees, by the executive officers of the
Company named in the Summary Compensation Table included elsewhere in this proxy
statement and by all current directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
NUMBER
OF SHARES PERCENT
BENEFICIALLY OF
BENEFICIAL OWNER OWNED(1) CLASS(2)
---------------- ------------ --------
<S> <C> <C> <C>
Navona Communications Corporation Ltd.(3) 10,305,739 30.7%
Princeton Services, Inc.(4) 7,013,856 18.2%
BEA Associates(5) 2,165,000 6.5%
Citibank, N.A.(6) 1,928,525 5.8%
James R.S. Hatt(7) 184,333 *
John G. Davies(8) 166,667 *
Simon Edwards(9) 128,666 *
Alan G. Brooks(10) 151,500 *
Conor Carroll(11) 85,833 *
Robert Smith(12) 106,333 *
Dr. Boris Antoniuk(13) 1,326,240
Edward Charles Dilley -- --
Gordon Humphrey(8) 10,000 *
Gennady Kudriavtsev(8) 10,000 *
Dr. Vladimir Kvint(8) 10,000 *
Julian Rawle -- --
David M. Stovel(8) 22,500 *
All current directors and executive officers of the
Company as a group (13 persons) 2,202,072 6.4%
</TABLE>
(1) In accordance with Securities and Exchange Commission regulations, the
table lists all shares as to which such persons have or share the power
to vote or to direct disposition. The number of shares indicated
includes shares issuable upon the exercise of outstanding stock
options, warrants or convertible securities held by each individual or
group to the extent exercisable or convertible at March 31, 1998 or
within 60 days thereafter. Unless otherwise indicated, each person has
the sole power to vote and to direct disposition of the shares listed
as beneficially owned by such person.
(2) Percentage for each individual or group calculated with reference to an
aggregate of 33,324,290 shares of Common Stock outstanding at March 31,
1998 and all shares issuable upon the exercise of outstanding stock
options, warrants or convertible securities that are exercisable by
such individual or group within 60 days of March 31, 1998. Percentages
of less than 1% have not been indicated.
(3) This information based upon Amendment No. 6 to Schedule 13D, filed
April 20, 1998, with the Securities and Exchange Commission by Cable
and Wireless plc. The amount shown includes currently exercisable
warrants to purchase 250,000 shares of Common Stock held by Cable and
Wireless plc, a corporation organized under the laws of England ("Cable
& Wireless") located at 124 Theobalds Road, London WC1X 8RX. The
remaining shares are held by Navona Communications Corporation Ltd., a
Bermuda corporation ("Navona") and a wholly owned
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<PAGE> 16
subsidiary of Cable & Wireless. Navona is located at Cedar House, 41
Cedar Avenue, Hamilton HM 12, Bermuda.
(4) This information is based upon Amendment No. 2 to Schedule 13G, filed
February 2, 1998, with the Securities and Exchange Commission by
Princeton Services, Inc. ("PSI"), Merrill Lynch Asset Management, L.P.
("Merrill Lynch Asset Management") and Merrill Lynch Global Allocation
Fund, Inc., each of which is located at 800 Scudders Mill Road,
Princeton, New Jersey 08536. The amount shown includes shares of Common
Stock issuable upon the conversion of 9% Convertible Subordinated Notes
of the Company (CUSIP 71623PAC) (the "Convertible Notes") and upon
exercise of warrants to purchase shares of Common Stock (CUSIP
71623PAA) (the "Warrants"). In the aggregate, PSI may be deemed to
beneficially own 1,698,200 shares of Common Stock, $19,200,000
aggregate principal amount of Convertible Notes and 74,500 warrants.
Each such warrant may be exercised for 34 shares of Common Stock at an
exercise price of $6.60 per share. The Convertible Notes are
convertible, at the rate of 144.93 shares per $1,000 principal amount,
at a conversion price of $6.90 per share. PSI disclaims beneficial
ownership of the securities of the Company.
(5) This information is as of December 31, 1997 and is based upon Schedule
13F, filed with the Securities and Exchange Commission by BEA
Associates, Inc., which is located at 153 East 53rd Street, New York,
New York 10022.
(6) This information is as of December 31, 1997 and is based upon Schedule
13G, filed February 13, 1998, with the Securities and Exchange
Commission by Citicorp and Citibank, N.A., which are located at 399
Park Avenue, New York, New York 10043.
(7) The amount shown includes currently exercisable options to purchase
153,333 shares of Common Stock.
(8) The amount shown consists entirely of currently exercisable options to
purchase shares of Common Stock.
(9) The amount shown includes currently exercisable options to purchase
126,666 shares of Common Stock.
(10) The amount shown includes currently exercisable options to purchase
150,000 shares of Common Stock.
(11) The amount shown includes currently exercisable options to purchase
83,333 shares of Common Stock.
(12) The amount shown includes currently exercisable options to purchase
105,833 shares of Common Stock.
(13) The amount shown includes 1,316,240 shares held by P.S. Marketing &
Consultancy Services Limited "P.S. Marketing"), which were issued to
P.S. Marketing, at the direction of Elite International Limited
("Elite"), in connection with the November 1997 acquisition by the
Company from Elite of additional interests in Technocom. Elite is an
Irish company owned by a trust advised by Dr. Antoniuk and the shares
of Common Stock are deemed to be beneficially owned by Dr. Antoniuk The
amount shown also includes currently exercisable options to purchase
10,000 shares of Common Stock. Elite is the beneficial owner of 10
ordinary shares, par value IRpound sterling 1.00, of Technocom Limited,
an Irish corporation and subsidiary of the Company ("Technocom"),
representing 5.03% of the outstanding ordinary shares of Technocom. The
Company understands that Dr. Antoniuk has the power to exercise the
voting rights of the shares of Technocom owned by Elite. None of the
other current directors and executive officers of the
13
<PAGE> 17
Company own any ordinary shares of Technocom, in which the Company owns
a 80.4% equity interest
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1994 and 1995, Cable & Wireless provided services to and met
certain liabilities of the Company. At December 31, 1995, the aggregate amount
owed to Cable & Wireless under these arrangements was $1,843,000. These amounts
were repaid in 1996.
The Company entered into an agreement as of January 1, 1995 with
Newmark with respect to the provision of the services of Robert Smith as a
consultant to the Company and to act as Chairman of BECET. The agreement
provides for the payment of $100,000 per annum (plus additional amounts
depending on the amount of time devoted by Mr. Smith to the affairs of the
Company or BECET) and is terminable for cause or by either party upon two years
notice of termination. In addition, Newmark has the option of terminating the
agreement in the event of a change of control of the Company (defined as control
of more than 30% of all outstanding voting shares being acquired by any person
or persons acting in concert other than Cable & Wireless and its affiliates) and
shall be terminated if Mr. Smith shall be removed from the office of Chairman of
BECET, in which events Newmark shall be entitled to the payment of two years
remuneration. In 1997, Newmark received $100,000 with respect to the provision
of Mr. Smith's services. Mr. Smith is President of Newmark.
On November 26, 1997 the Company acquired a further 59 ordinary shares
of Technocom from the two minority shareholders of Technocom, thereby increasing
its percentage interest in Technocom from 50.75% to 80.4%. The Company acquired
29 of these shares from Elite, an Irish company beneficially owned by a trust
advised by Dr. Antoniuk. The total consideration for the shares purchased from
Elite was $6.25 million in cash and 1,316,240 shares of the Company's Common
Stock. Sale of these shares is prohibited prior to January 1, 2000.
In addition, the Company restructured certain "put and call"
arrangements with the other two shareholders of Technocom. Under these
arrangements as originally structured the remaining ordinary shares of Technocom
held by these shareholders (10 shares, or approximately 5% of the total ordinary
shares outstanding, in the case of Elite) were to have been independently valued
in 1999 and the Company had the right to call, and Elite and the other
shareholder had the right to put, their respective interests at the per share
value established by the valuation. These arrangements were restructured as
follows. In the case of Elite, two of its remaining ten ordinary shares were
made subject to a new put and call arrangement which would come into effect in
1998, with the "put and call" price to be $1 million or, at Elite's option, that
number of shares of the Common Stock which resulted from dividing $1 million by
the lower of $5.85 and the average closing price of such shares over the
preceding ten trading days. The remaining eight ordinary shares continued to be
subject to the existing put and call arrangements in 1999, except that the
valuation would be made by the Company and that the amount paid pursuant to the
exercise of either the put or the call could not exceed $9,620,689 or be less
than $6,689,655.
Technocom has entered into a consulting agreement with Elite for the
provision to Technocom of the services of Dr. Antoniuk for a period expiring on
June 30, 2002, pursuant to which Technocom paid Elite fees equal to $108,333 per
annum for the term of the agreement, reviewable periodically, plus the
reasonable expenses of Dr. Antoniuk. As of November 26, 1997, the annual fees
payable to Elite under this agreement were increased to $158,333.
In addition, pursuant to a Service Agreement, dated as of November 26,
1997, with the Company, Dr. Antoniuk has been employed since such date as Group
Director - Russia and CIS, at an annual salary of $50,000. The agreement may be
terminated without cause by either party upon six months prior written notice or
for cause as specified; provided that, if either party gives notice of
termination of employment
14
<PAGE> 18
with the Company, the Company may, in its sole discretion, terminate such
employment immediately upon the payment of the lump sum of six months' gross
salary. Dr. Antoniuk may also terminate his employment with the Company upon
three months prior written notice upon a Change in Control of the Company. Upon
termination without cause by the Company or upon termination by Dr. Antoniuk
upon a Change of Control, Dr. Antoniuk is to receive as a termination fee an
amount equal to two times his then current annual salary from the Company.
Since June 16 1997, Dorothea Hatt, the wife of James Hatt, the
Company's President and Chief Executive Officer, has been employed as Legal
Assistant of the Company at an annual salary of $75,000.
15
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in New York, New York
on April 29, 1998.
PLD TELEKOM INC.
By: /s/ James R.S. Hatt
----------------------------
James R. S. Hatt
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Boris Antoniuk Director April 29, 1998
- -------------------------------
Boris Antoniuk
/s/ Edward Charles Dilley Director April 29, 1998
- -------------------------------
Edward Charles Dilley
/s/ Simon Edwards Director and Chief Financial April 29, 1998
- -------------------------------
Simon Edwards Officer (Principal Financial Officer)
/s/ James R. S. Hatt Director, President and April 29, 1998
- -------------------------------
James R. S. Hatt Chief Executive Officer
(Principal Executive Officer)
/s/ Gordon Humphrey Director April 29, 1998
- -------------------------------
Gordon Humphrey
/s/ Gennady Kudriavtsev Director April 29, 1998
- -------------------------------
Gennady Kudriavtsev
/s/ Vladimir Kvint Director April 29, 1998
- -------------------------------
Vladimir Kvint
/s/ Julian Rawle Director April 29, 1998
- -------------------------------
Julian Rawle
/s/ Robert Smith Director April 29, 1998
- -------------------------------
Robert Smith
/s/ David Stovel Director April 29, 1998
- -------------------------------
David Stovel
</TABLE>
16
