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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
GOLDEN TELECOM, INC.
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(Name of Issuer)
Shares of Common Stock, par value $.01 per share
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
Director, Telecommunications, Informatics & Media Team
European Bank of Reconstruction and Development
One Exchange Square
London EC2A 2EH
(+44-20) 7338-6000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 5, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.[ ]
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CUSIP No. 38122G107
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(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
European Bank for Reconstruction and Development
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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
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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
London, England
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Number of Shares (7) Sole Voting Power 3,003,564
Beneficially -------------------------------------------------------
Owned (8) Shared Voting Power 0
By Each -------------------------------------------------------
Reporting (9) Sole Dispositive Power 3,003,564
Person -------------------------------------------------------
With (10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,003,564
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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(13) Percent of Class Represented by Amount in Row (11) 13.2%
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(14) Type of Reporting Person (See Instructions) OO
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Item 1. Security and Issuer
This Statement on Schedule 13D (this "Statement") relates to the shares of
common stock, par value $.01 per share (the "Common Stock"), of Golden Telecom,
Inc. (the "Issuer"), a corporation organized under the laws of Delaware. The
principal executive offices of the Issuer are located at 12, Krasnokazarmennaya
Str., Moscow, Russia 111250.
Item 2. Identity and Background
This statement is being filed by the European Bank of Reconstruction and
Development, an international organization duly established and existing under
the Agreement Establishing the European Bank for Reconstruction and Development
of 29 May 1990 (the "Charter") among the member countries and international
organizations signatory thereto (the "EBRD").
The office of the EBRD is at One Exchange Square, London EC2A 2EH, England.
During the last five years, the EBRD has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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 3. Source and Amount of Funds or Other Consideration
On October 5, 1999, the EBRD acquired 3,003,564 shares of Common Stock for an
aggregate purchase price of $34,999,992. The EBRD purchased (i) 1,666,666 shares
of Common Stock for a price of $19,999,992 in the initial public offering (the
"IPO") of the Issuer and (ii) 1,336,898 shares of Common Stock for a price of
$15,000,000 pursuant to a subscription agreement (the Subscription Agreement")
dated as of September 30, 1999 entered into with the Issuer.
The EBRD's purchase of the shares of Common Stock was consummated on October 5,
1999, concurrently with the consummation of the IPO. The funds for these
purchases of the shares of Common Stock to which this Schedule 13D relates were
supplied from EBRD's ordinary capital resources, as such term is defined in
Article 7 of its Charter. Immediately after such purchase, the EBRD owned
3,003,564 shares of Common Stock, or approximately 13.2% of all currently
outstanding shares of Common Stock.
Item 4. Purpose of Transaction
The EBRD has acquired the shares of Common Stock to which this Schedule 13D
relates for the purpose of making an investment in the Issuer.
The EBRD from time to time intends to review its investment in the Issuer on the
basis of various factors, including the Issuer's business, financial condition,
results of operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Issuer's securities in
particular, as well as other developments and other investment opportunities.
Based upon such review, the EBRD will take such actions in the future as the
EBRD may deem appropriate in light of the circumstances existing from time to
time. If the
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EBRD believes that further investment in the Issuer is attractive, whether
because of the market price of the Issuer's securities or otherwise, it may
acquire shares of Common Stock or other securities of the Issuer either in the
open market or in privately negotiated transactions. Similarly, depending on
market and other factors, the EBRD may determine to dispose of some or all of
the shares of Common Stock currently owned by the EBRD or otherwise acquired by
the EBRD either in the open market or in privately negotiated transactions.
Except as set forth above, the EBRD has not formulated any plans or proposals
which relate to or would result in: (a) the acquisition by an person of
additional securities of the Issuer or the disposition of securities of the
Issuer, (b) an extraordinary corporate transaction involving the Issuer or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries, (d) any change in the present board of
directors or management of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the Issuer's
business or corporate structure, (g) any change in the Issuer's charter or
bylaws or other instruments corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The EBRD beneficially owns the number of shares of Common Stock and the
percentage of outstanding shares of Common Stock listed in the responses to Item
11 and 13, respectively, on the cover page filed herewith, and such responses
are incorporated by reference herein. In addition, the number of shares of
Common Stock with respect to which the EBRD (i) has sole voting power, (ii)
shares voting power, (iii) has sole dispositive power, and (iv) shares
dispositive power, are listed in the responses to Items 7, 8, 9 and 10,
respectively, on the cover page filed herewith, and such responses are
incorporated by reference herein.
Except as described herein, the EBRD has not acquired or disposed of any shares
of Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The EBRD entered into the Subscription Agreement with the Issuer. The
Subscription Agreement relates to 1,336,898 shares of Common Stock of the
Issuer. The Issuer made standard warranties regarding its unencumbered ownership
of the shares of Common Stock to be sold to the EBRD and its power to effect the
sale of such shares. Furthermore, the Issuer made a warranty regarding certain
information provided to the EBRD which information related to the Issuer. The
EBRD warranted that it acquired the shares of Common Stock for its own account
and without a view to the public distribution of such shares or any interest
therein.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Subscription Agreement
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Signature.
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.
Date: October 12, 1999
Signature: /s/ Franck Noiret
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Name: Franck Noiret
Title: Principal Banker
Attorney-in-Fact
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Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
A Subscription Agreement
</TABLE>
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DATED SEPTEMBER 30, 1999
GOLDEN TELECOM, INC.
1,336,898 SHARES OF COMMON STOCK, PAR VALUE $.01 EACH
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SUBSCRIPTION AGREEMENT
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THIS AGREEMENT is made on September 30, 1999 BETWEEN:
(1) Golden Telecom, Inc., a Delaware corporation (the "COMPANY"); and
(2) European Bank for Reconstruction and Development ("INVESTOR").
WHEREAS:
(A) The Company is conducting an initial public offering (the "IPO") of
4,650,000 shares of its Common Stock, par value $.01 per share (the
"Common Stock").
(B) In connection with this Agreement, Investor proposes to subscribe for,
and the Company proposes to issue to Investor, 1,336,898 shares of
Common Stock (the "Shares") concurrently with the IPO.
(C) Investor intends to pay for the Shares purchased from the Company with
$15,000,000 in cash.
(D) The Company has filed with the U.S. Securities and Exchange Commission
a registration statement on Form S-1, File No. 333-82791 (the "Form
S-1"), relating to the shares of Common Stock to be offered and sold in
the IPO and to the other securities to be offered and sold concurrently
with the IPO, including the Shares.
(E) Investor has received (i) a copy of the preliminary prospectus, dated
September 13, 1999, and (ii) a copy of the prospectus, dated September
30, 1999 (the "Prospectus"), each relating to the Company and its
issuance of shares of Common Stock.
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this Agreement (including the Recitals):
"CHARTER" has the meaning given to it in Section 4(2)(b) of this
Agreement;
"CLOSING" means the sale of the Shares by the Company to Investor;
"COMMON STOCK" has the meaning given to it in Recital (A);
"COMPANY" has the meaning given to it in introductory clause (1) of
this Agreement;
"FORM S-1" has the meaning given to it in Recital (D);
"INVESTOR" has the meaning given to it in introductory clause (2) of
this Agreement;
"IPO" has the meaning given to it in Recital (A);
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"PROSPECTUS" has the meaning given to it in Recital (E);
"PURCHASE PRICE" means $15,000,000 in cash; and
"SHARES" has the meaning given to it in Recital (B).
(2) The headings in this Agreement do not affect its interpretation.
2. SUBSCRIPTION
Subject to the terms and conditions of this Agreement, Investor agrees
to subscribe for the Shares, and the Company agrees to issue and sell
the Shares to Investor.
3. CLOSING
(1) At 9:00 A.M. (New York time) on October 5, 1999 or at such other time
and/or date as the Closing occurs:
(a) the Company shall issue the Shares and shall deliver a
certificate, in definitive form and registered in such name(s)
and in such denomination(s) as Investor shall request in
writing not later than two full business days prior to the
Closing, evidencing the Shares for the account(s) of Investor,
against payment of the Purchase Price; and
(b) Investor shall pay to the Company the Purchase Price in
respect of the Shares in Federal (same day) funds.
(2) A certificate or certificates for the Shares to be delivered to
Investor shall be in definitive form and delivered to Investor at the
offices of Shearman & Sterling, Washington, DC, for the accounts of
Investor on the Closing Date in accordance with the instructions
delivered in accordance with clause 3(1)(a) above.
4. REPRESENTATIONS AND WARRANTIES
(1) The Company represents, warrants and undertakes to Investor as follows:
(a) that the Recitals relating to the Company are in every
material respect true and accurate and not misleading;
(b) that the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Delaware with full power and authority to own,
lease and operate its properties and assets and conduct its
business materially as described in the Prospectus;
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(c) that the execution of this Agreement by the Company has been
duly authorized by the Company, and this Agreement constitutes
a legal, valid and binding obligation of the Company;
(d) that the Shares have been duly authorized by the Company;
(e) that the Shares will, on issue and receipt of payment therefor
in accordance with the terms of this Agreement, be validly
issued in accordance with the law and regulations of the State
of Delaware, fully paid and non-assessable and free from all
liens, charges, encumbrances and other third party rights; and
(f) that (i) the Form S-1, when it became effective, did not
contain, and as amended or supplemented, if applicable, will
not contain, any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
(ii) the Prospectus will not contain, and, as amended or
supplemented, if applicable, will not contain, any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except that the representations and warranties set forth in
this subclause 4(1)(f) do not apply to statements or omissions
in the Form S-1 or the Prospectus based upon information
relating to Investor furnished to the Company by Investor.
(2) Investor represents, warrants and undertakes to the Company as follows:
(a) that the Recitals relating to Investor are in every material
respect true and accurate and not misleading;
(b) that Investor is an international organization duly
established and existing under the Agreement Establishing the
European Bank for Reconstruction and Development of 29 May
1990 among the member countries and international
organizations signatory thereto (the "Charter") with full
power and authority to subscribe for the Shares as
contemplated by this Agreement;
(c) that the execution of this Agreement by Investor has been duly
authorized by Investor, and this Agreement constitutes a
legal, valid and binding obligation of Investor; and
(d) that Investor is acquiring the Shares for its own account and
without a view to the public distribution of the Shares or any
interest therein.
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5. CONDITIONS PRECEDENT
The obligations of Investor to purchase the Shares are conditional upon
the consummation of the IPO in all material respects as described in
the Prospectus.
6. UNDERTAKINGS
(1) For a period of 180 days after the date of the Prospectus, Investor
will not offer, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any Shares, or publicly disclose the intention
to make any such offer, sale, pledge, disposition or filing, without
the prior written consent of Deutsche Bank AG London, which consent
shall not be unreasonably withheld, it being understood that the
restrictions in this clause (6)(2) do not apply to any shares of Common
Stock other than the Shares acquired pursuant to this Agreement.
7. NOTICES
Any notice or notification in any form to be given under this Agreement
may be delivered in person or sent by telex, facsimile or telephone
(subject in the case of a communication by telephone to confirmation by
telex or facsimile) addressed to:
IN THE CASE OF THE COMPANY:
Golden Telecom, Inc.
12, Krasnokazarmennaya
Moscow, Russia 111250
Telephone: +7-095-797-9300
Facsimile: +7-095-797-9331
Attention: General Counsel
WITH A COPY TO:
Global TeleSystems Group, Inc.
4121 Wilson Boulevard
8th Floor
Arlington, VA 22203
Facsimile: +1-703-236-3101
Attention: General Counsel
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IN THE CASE OF INVESTOR:
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2EH
Facsimile: +44-20-7338-6100
Attention: Director, Telecommunications, Informatics &
Media Team
Any such notice shall take effect, in the case of delivery, at the time
of delivery and, in the case of telex or facsimile, at the time of
dispatch.
8. COUNTERPARTS
This Agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement and
any party may enter into this Agreement by executing a counterpart.
9. GOVERNING LAW
THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
10. PRIVILEGES AND IMMUNITIES OF THE BANK
Nothing in this Agreement shall be construed as a waiver, renunciation
or other modification of any immunities, privileges or exemptions of
Investor accorded under the Charter, any international convention or
any applicable law.
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IN WITNESS of which this Agreement has been executed on the date
written above.
GOLDEN TELECOM, INC.
By: /s/ Jeffrey A. Riddell
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Name: Jeffrey A. Riddell
Title: General Counsel and Secretary
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
By: /s/ Franck Noiret
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Name: Franck Noiret
Title: Principal Banker, Attorney-in-Fact
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