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OMB Number: 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
GOLDEN TELECOM, INC.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
38122G107
(CUSIP Number)
Franz Wolf
Suite 2
4 Irish Place
Gibraltar
+350 41977
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 21, 2007
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §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 persons 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
SEC 1746 (3-06)
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CUSIP No. |
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38122G107 |
SCHEDULE 13D |
Page |
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2 |
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of |
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18 |
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1. |
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SUNBIRD LIMITED |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) o |
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(b) þ |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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Not applicable. |
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5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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6. |
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Citizenship or Place of Organization |
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Cyprus
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7. |
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Sole Voting Power |
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Number Of |
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10,731,707* |
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Shares |
8. |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9. |
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Sole Dispositive Power |
Reporting |
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Person |
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10,731,707* |
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With |
10. |
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Shared Dispositive Power |
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0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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10,731,707* |
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12. |
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Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) |
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þ
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13. |
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Percent of Class Represented by Amount in Row (11) |
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26.6% |
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14. |
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Type of Reporting Person (See Instructions) |
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HC |
* See Items 5 and 6 hereof.
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CUSIP No. |
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38122G107 |
SCHEDULE 13D |
Page |
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3 |
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of |
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18 |
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1. |
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
YIELDCARE LIMITED |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o |
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(b) þ |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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Not applicable. |
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5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6. |
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Citizenship or Place of Organization |
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Cyprus
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7. |
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Sole Voting Power |
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Number Of |
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10,731,707* |
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Shares |
8. |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9. |
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Sole Dispositive Power |
Reporting |
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Person |
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10,731,707* |
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With |
10. |
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Shared Dispositive Power |
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0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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10,731,707* |
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12. |
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Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) |
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þ
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13. |
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Percent of Class Represented by Amount in Row (11) |
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26.6% |
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14. |
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Type of Reporting Person (See Instructions) |
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HC |
* See Items 5 and 6 hereof.
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CUSIP No. |
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38122G107 |
SCHEDULE 13D |
Page |
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4 |
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of |
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18 |
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1. |
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ALTIMO HOLDINGS & INVESTMENTS LTD. |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o |
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(b) þ |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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Not applicable. |
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5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6. |
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Citizenship or Place of Organization |
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British Virgin Islands
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7. |
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Sole Voting Power |
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Number Of |
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10,731,707* |
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Shares |
8. |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9. |
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Sole Dispositive Power |
Reporting |
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Person |
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10,731,707* |
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With |
10. |
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Shared Dispositive Power |
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0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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10,731,707* |
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12. |
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Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) |
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þ
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13. |
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Percent of Class Represented by Amount in Row (11) |
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26.6% |
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14. |
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Type of Reporting Person (See Instructions) |
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HC |
* See Items 5 and 6 hereof.
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CUSIP No. |
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38122G107 |
SCHEDULE 13D |
Page |
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5 |
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of |
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18 |
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1. |
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CTF HOLDINGS LIMITED |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o |
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(b) þ |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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Not applicable. |
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5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6. |
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Citizenship or Place of Organization |
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Gibraltar
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7. |
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Sole Voting Power |
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Number Of |
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10,731,707* |
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Shares |
8. |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9. |
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Sole Dispositive Power |
Reporting |
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Person |
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10,731,707* |
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With |
10. |
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Shared Dispositive Power |
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0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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10,731,707* |
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12. |
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Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) |
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þ
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13. |
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Percent of Class Represented by Amount in Row (11) |
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26.6% |
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14. |
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Type of Reporting Person (See Instructions) |
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HC |
* See Items 5 and 6 hereof.
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CUSIP No. |
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38122G107 |
SCHEDULE 13D |
Page |
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6 |
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of |
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18 |
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1. |
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CROWN FINANCE FOUNDATION |
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2. |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) o |
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(b) þ |
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3. |
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SEC Use Only |
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4. |
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Source of Funds (See Instructions) |
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Not applicable. |
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5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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o |
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6. |
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Citizenship or Place of Organization |
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Liechtenstein
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7. |
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Sole Voting Power |
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Number Of |
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10,731,707* |
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Shares |
8. |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
9. |
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Sole Dispositive Power |
Reporting |
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Person |
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10,731,707* |
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With |
10. |
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Shared Dispositive Power |
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0 |
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11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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10,731,707* |
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12. |
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Check If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) |
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þ
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13. |
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Percent of Class Represented by Amount in Row (11) |
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26.6% |
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14. |
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Type of Reporting Person (See Instructions) |
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OO |
* See Items 5 and 6 hereof.
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SCHEDULE 13D |
Page 7 of 18 |
Introductory Statement
This Amendment No. 14 to the Statement on Schedule 13D (this Amendment) relates to shares of
common stock, $0.01 par value per share (the Shares), of Golden Telecom, Inc. (the Issuer).
This Amendment No. 14 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; Amendment No. 3 thereto, dated February 28, 2002; Amendment No. 4 thereto, dated September 9,
2002; Amendment No. 5 thereto, dated November 6, 2002; Amendment No. 6 thereto, dated April 10,
2003; Amendment No. 7 thereto, dated August 29, 2003; Amendment No. 8 thereto, dated December 24,
2003; Amendment No. 9 thereto, dated August 19, 2004; Amendment No. 10 thereto, dated November 13,
2006; Amendment No. 11 thereto, dated December 6, 2006; Amendment No. 12 thereto, dated June 27,
2007 and Amendment No. 13 thereto, dated October 19, 2007 (collectively, the Existing Statement
and together with this Amendment, the Statement), filed by the Reporting Persons (as defined
below) and certain other entities. Capitalized terms used but not defined in this Amendment shall
have the meanings ascribed to them in the Existing Statement. Except as provided herein, this
Amendment does not modify any of the information previously reported in the Existing Statement.
Item 1. Security and Issuer
No changes.
Item 2. Identity and Background
This Amendment is being filed on behalf of each of the following persons (collectively, the
Reporting Persons):
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(i) |
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Sunbird Limited; |
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(ii) |
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Yieldcare Limited; |
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(iii) |
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Altimo Holdings & Investments Ltd.; |
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(iv) |
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CTF Holdings Limited; and |
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(v) |
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Crown Finance Foundation. |
This Amendment relates to the Shares of the Issuer held by Sunbird Limited. The agreement
between the Reporting Persons relating to the joint filing of this Amendment is referenced as
Exhibit A hereto.
The Reporting Persons
Sunbird Limited (Sunbird) is a Cyprus company with its principal address at Themistokli
Dervi, 5, Elenion Building, 2nd floor, P.C. 1066, Nicosia, Cyprus. The principal
business of Sunbird is to function as a holding company. Current information concerning the
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SCHEDULE 13D |
Page 8 of 18 |
identity and background of the directors and officers of Sunbird is set forth in Annex A
hereto, which is incorporated by reference in response to this Item 2.
Yieldcare Limited (Yieldcare) is a Cyprus company with its principal address at Themistokli
Dervi, 5, Elenion Building, 2nd floor, P.C. 1066, Nicosia, Cyprus. The principal
business of Yieldcare is to function as a holding company. Yieldcare is the sole shareholder of
Sunbird, and in such capacity may be deemed to be the beneficial owner of the Shares of the Issuer
held directly by Sunbird. Current information concerning the identity and background of the
directors and officers of Yieldcare is set forth in Annex A hereto, which is incorporated by
reference in response to this Item 2.
Altimo Holdings & Investments Ltd. (Altimo) is a British Virgin Islands company with its
principal address at the premises of Trident Trust Company (B.V.I.) Limited at Trident Chambers,
P.O. Box 659, Road Town, Tortola, British Virgin Islands. The principal business of Altimo is to
act as a holding company. Altimo is the sole shareholder of Yieldcare, and in such capacity, may
be deemed to be the beneficial owner of the Shares of the Issuer held directly by Sunbird. Current
information regarding the identity and background of the directors and officers of Altimo is set
forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
CTF Holdings Limited (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. CTF Holdings is the majority owner of Cotesmore Holdings
Limited, a Bahamas corporation (Cotesmore), Laketown Services Limited, an Isle of Man corporation
(Laketown), and Bardsley Investment Corp., a British Virgin Islands corporation (Bardsley and,
together with Cotesmore and Laketown, the Holding Companies). Collectively, the Holding
Companies own a majority of the shares of Altimo. As a consequence of its majority ownership of
the Holding Companies, CTF Holdings may be deemed to have the power to direct the voting of a
majority of the shares of Altimo and may therefore be deemed to be the beneficial owner of the
Shares of the Issuer held directly by Sunbird. 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 Foundation (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, may be deemed to be
the beneficial owner of the Shares of the Issuer held directly by Sunbird. 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 the Alfa Group Consortium, which group includes the Reporting
Persons. In certain instances, the Supervisory Board issues recommendations regarding strategic
business decisions to the entities that are members of the Alfa Group Consortium. Current
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SCHEDULE 13D |
Page 9 of 18 |
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 of a judicial or administrative body
of competent jurisdiction as a result of which it or he or she 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
No changes.
Item 4. Purpose of Transaction
Item 4 of the Existing Statement is hereby amended by adding the following:
On December 21, 2007, the Issuer, VimpelCom Finance B.V. (VIP Finance) and Lillian
Acquisition, Inc. (the Purchaser), entered into an Agreement and Plan of Merger (the Merger
Agreement). According to a Report on Form 8-K filed by the Issuer on December 21, 2007, VIP
Finance is an indirect, wholly-owned subsidiary of OJSC Vimpel-Communications (VimpelCom) and
the Purchaser is a direct, wholly-owned subsidiary of VIP Finance. Pursuant to the Merger
Agreement (and subject to the terms and conditions set forth therein), the Purchaser has agreed to
commence a cash tender offer for 100% of the outstanding Shares of the Issuer no later than January
18, 2008 (the Proposed Tender Offer). The description of the Merger Agreement included in this
Item 4 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy
of which is incorporated herein by reference to Exhibit 2.1 to the Report on Form 8-K filed by the
Issuer on December 21, 2007.
Subject to consideration of the actual terms of the Proposed Tender Offer and the
circumstances existing at the time of the expiration of the Proposed Tender Offer, it is the
current intention of the Reporting Persons that Sunbird will tender and sell its Shares in the
Issuer to the Purchaser pursuant to the Proposed Tender Offer. The Reporting Persons may, and
reserve the right to, change their plans and intention with respect to the Shares held by Sunbird,
including that Sunbird not sell its Shares in the Issuer, in light of market conditions, subsequent
developments affecting the Issuer, the general business and future prospects of the Issuer, or
other factors that may arise prior to the expiration of the Proposed Tender Offer.
Item 5. Interest in Securities of the Issuer
Part (a) of Item 5 of the Existing Statement is hereby deleted in its entirety and replaced
with the following:
(a)(i) Each of the Reporting Persons may be deemed to be the beneficial owner of the
10,731,707 Shares of the Issuer held directly by Sunbird (representing 26.6% of the total number of
the Shares outstanding). This percentage is calculated on the basis of the Issuer having
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SCHEDULE 13D |
Page 10 of 18 |
40,314,522 Shares issued and outstanding as of November 6, 2007, as reported by the Issuer in
its most recent quarterly report on Form 10-Q filed November 9, 2007. To the best of the Reporting
Persons knowledge, other than the Reporting Persons, and except as noted in Annex A hereto, which
is incorporated herein by reference in response to this Item 5(a), no other person named in Item 2
beneficially owns any Shares.
(ii) The Issuer, Altimo (then known as Alfa Telecom Limited and the party from which Sunbird
acquired its shares), Nye Telenor East Invest AS, a company organized under the laws of Norway
(Telenor), OJSC Rostelecom, a company organized in the Russian Federation (RTK), 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 Telenor,
RTK, CIG, and Cavendish, the Shareholder Agreement Parties) entered into a Shareholders
Agreement, dated as of August 19, 2003 (the Shareholders Agreement), a Standstill Agreement,
dated as of August 19, 2003 (the Standstill Agreement), and a Registration Rights Agreement,
dated as of August 19, 2003 (the Registration Rights Agreement). Copies of the Shareholders
Agreement, the Standstill Agreement, and the Registration Rights Agreement were attached as
Exhibits R, S, and T to Amendment 7 to this Statement on Schedule 13D and are incorporated herein
by reference. As a result of the terms of the Shareholders Agreement, Standstill Agreement, and Registration
Rights Agreement, the Reporting
Persons may be deemed to be part of a group with some or all of the Shareholder Agreement Parties
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, but the Reporting
Persons hereby disclaim any such group status.
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 the Shareholder Agreement Parties 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 the date hereof, the following Shareholder Agreement Parties may be deemed to
beneficially own the following numbers of Shares: Telenor 7,369,972 (representing 18.3% of the
total number of Shares outstanding); RTK 4,417,055 (representing 11.0% of the total number of
Shares outstanding); and CIG 1,327,046 (representing 3.3% of the total number of Shares
outstanding). These percentages are calculated on the basis of the Issuer having 40,314,522 Shares
issued and outstanding as of November 6, 2007, as reported by the Issuer in its most recent
quarterly report on Form 10-Q filed November 9, 2007. The Reporting Persons and any other person
named in response to Item 2 hereof disclaim beneficial ownership of any Shares held by any of the
Shareholder Agreement Parties, 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 of
1934 (the Exchange Act)
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SCHEDULE 13D |
Page 11 of 18 |
and Rule 13d-5 under the Exchange Act) or is the beneficial owner of any Shares beneficially
owned by any of the Shareholder Agreement Parties.
(b) No changes.
(c) Except as otherwise stated herein, to the best of the Reporting Persons knowledge, there
have been no transactions effected with respect to the Shares during the past sixty days by any of
the persons named in response to Item 2.
(d) No changes.
(e) No changes.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
No changes.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
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SCHEDULE 13D |
Page 12 of 18 |
Signature
After reasonable inquiry and to the best of their knowledge and belief, the undersigned
certify that the information set forth in this Amendment is true, complete, and correct.
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SUNBIRD LIMITED |
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Franz Wolf, Attorney-in-fact
Name/Title
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YIELDCARE LIMITED |
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Franz Wolf, Attorney-in-fact
Name/Title
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ALTIMO HOLDINGS & INVESTMENTS LTD. |
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Franz Wolf, Director
Name/Title
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SCHEDULE 13D |
Page 13 of 18 |
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CTF HOLDINGS LIMITED |
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Franz Wolf, Director
Name/Title
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CROWN FINANCE FOUNDATION |
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Franz Wolf, Attorney-in-fact
Name/Title
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SCHEDULE 13D |
Page 14 of 18 |
ANNEX A
Directors and Officers of Sunbird Limited
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Charalambos Michaelides,
Director
(Cyprus)
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Chartered Accountant
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Themistokli Dervi, 5
Elenion Building, 2nd floor,
P.C. 1066
Nicosia, Cyprus |
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Stella Herodotou,
Director
(Cyprus)
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Accountant
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Themistokli Dervi, 5
Elenion Building, 2nd floor,
P.C. 1066
Nicosia, Cyprus |
Directors and Officers of Yieldcare Limited
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Sophia Ioannou,
Director (Cyprus)
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Accountant
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Themistokli Dervi, 5
Elenion Building, 2nd floor,
P.C. 1066
Nicosia, Cyprus |
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Stella Raouna,
Director (Cyprus)
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Accountant
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Themistokli Dervi, 5
Elenion Building, 2nd floor,
P.C. 1066
Nicosia, Cyprus |
Directors and Officers of Altimo Holdings & Investments Ltd.
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Geoffrey Piers Hemy,
Director (United Kingdom)
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Director, Grand Financial
Holding S.A.
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11 Boulevard Royale
L-2449 Luxembourg |
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SCHEDULE 13D |
Page 15 of 18 |
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Georgia Karydes,
Director (Cyprus)
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Director, Feldmans
Management (Overseas) Ltd.
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6 Nikou Georgiou Street
Block C, Office 704
Nicosia 1098, Cyprus
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Olga Kichatova,
Director (Russia)
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Senior Financial Advisor, CTF
Holdings Limited
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3rd Floor, Building 3,
6 Sechenovskiy Pereulok
109034 Moscow Russia |
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Leonid Reznikovich,
Chief Executive Officer (Russia)
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Chief Executive Officer,
Altimo
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11 Savvinskaya Nab.,
119435 Moscow, Russia |
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Marina Kushnareva,
Director (Russia)
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Director, CTF Holdings Limited
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Suite 2, 4 Irish Place,
Gibraltar |
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Franz Wolf,
Director (Germany)
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Director, CTF Holdings Limited
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Suite 2, 4 Irish Place,
Gibraltar |
Directors and Officers of CTF Holdings Limited
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Marina Kushnareva,
Director (Russia)
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Director, CTF Holdings
Limited
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Suite 2, 4 Irish
Place,
Gibraltar |
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Franz Wolf,
Director (Germany)
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Director, CTF Holdings
Limited
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Suite 2, 4 Irish
Place,
Gibraltar |
Directors and Officers of Crown Finance Foundation
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Christian Rosenow,
Director
(Switzerland)
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Financial Advisor
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Talacker 35, 8001 Zurich,
Switzerland |
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Dr.
Norbert Seeger, Director (Liechtenstein)
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Attorney,
Arcomm Trust Company
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Am Schragen Weg 14,
P.O. Box 1618, FL-9490
Vaduz, Liechtenstein |
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SCHEDULE 13D |
Page 16 of 18 |
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Dr. Christian Zangerle,
Director
(Austria)
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Attorney,
Law Office of Dr. Norbert Seeger
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Am Schragen Weg 14,
P.O. Box 1618, FL-9490
Vaduz, Liechtenstein |
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Members of the Supervisory Board of the Alfa Group Consortium |
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Peter Aven
(Russia)
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President, OJSC Alfa-Bank
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11 Mashy Poryvaevoy Street,
107078 Moscow, Russia |
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Alexander Fain,
(Russia)
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Chief Executive Officer, Alfa Eco LLC
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21 Novy Arbat Street,
121019 Moscow, Russia |
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Mikhail Fridman
(Russia)
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Chairman of the Board of Directors,
OJSC Alfa Bank
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9 Mashy Poryvaevoy Street,
107078 Moscow, Russia |
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Mikhail Gamzin
(Russia)
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Director General, OJSC
Russian
Technologies
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3rd Golutvinsky Pereulok,
10 Building 6, 109180
Moscow, Russia |
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German Khan
(Russia)
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Executive Director,
TNK-BP Management
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1, Arbat Street,
119019 Moscow, Russia |
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Lev Khasis
(Russia)
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Chief Executive Officer,
X5 Retail Group N.V.
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Kapranova Pereulok 3
123242 Moscow, Russia |
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Alexander Kosiyanenko
(Russia)
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Member of the Supervisory Board of
X5 Retail Group N.V.
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Apt. 421
Mozhayskoye shosse 2, B
121356 Moscow, Russia |
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Andrei Kosogov
(Russia)
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Chairman of the Board of Alfa Asset
Management
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12 Prospect Academic Sakharov
107078 Moscow, Russia |
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Alexey Kuzmichev
(Russia)
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Chairman of the Board of Directors,
Alfa Eco LLC
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21 Novy Arbat Street,
121019 Moscow, Russia |
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Nigel John Robinson
(United Kingdom)
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Director of Corporate
Development, Finance and Control,
Alfa Group Consortium
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6 Sechenovskiy Pereulok,
Building 3, Floor 3,
119034, Moscow, Russia |
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SCHEDULE 13D |
Page 17 of 18 |
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Name/Title/Citizenship |
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Principal Occupation |
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Business Address |
Leonid Reznikovich
(Russia)
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Chief Executive Officer,
Altimo
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11 Savvinskaya Nab.,
119435 Moscow, Russia |
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Alexander Savin
(Russia)
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Chief Executive Officer
Alfa Eco LLC
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12 Krasnopresnenskaya Nab.
International Trade Center 2,
Entrance 7
123610 Moscow, Russia |
To the best of the Reporting Persons knowledge:
(a) With the exception of 811 Shares held for the account of Mr. Peter Aven, none of the above
persons hold any Shares of the Issuer.
(b) With the exception of Mr. Leonid Reznikovich, who, in his capacity as a director of the Issuer,
is covered by the 1999 Equity Participation Plan of the Issuer (a copy of which is incorporated by
reference to the Issuers definitive proxy statement on Form DEF-14A dated April 25, 2000), none of
the above persons has any contracts, arrangements, understandings or relationships with respect to
the Shares of the Issuer.
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SCHEDULE 13D |
Page 18 of 18 |
EXHIBIT INDEX
Exhibit A Joint Filing Agreement, dated as of November 10, 2006, by and among Sunbird Limited,
Yieldcare Limited, Altimo Holdings & Investments Ltd., CTF Holdings Limited, and Crown Finance
Foundation, incorporated herein by reference to Exhibit A to the statement on Schedule 13D/A filed
with the Securities and Exchange Commission by Sunbird Limited, Yieldcare Limited, Altimo Holdings
& Investments Ltd., CTF Holdings Limited, and Crown Finance Foundation on November 13, 2006.
Exhibit B
A conformed copy of the Power of Attorney, dated December 24, 2007, authorizing Franz
Wolf to sign this Amendment on behalf of Sunbird Limited.
Exhibit C
A conformed copy of the Power of Attorney, dated December 24, 2007, authorizing Franz
Wolf to sign this Amendment on behalf of Yieldcare Limited.
Exhibit D A conformed copy of the Power of Attorney, dated July 4, 2007, authorizing Franz Wolf to
sign this Amendment on behalf of Crown Finance Foundation.