SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
GOLDEN TELECOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
38122G107
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(CUSIP Number)
CHRISTINE TOURNEY
FIRST NIS REGIONAL FUND SICAV
C/O BANK OF BERMUDA LUXEMBOURG
40 AVENUE MONTEREY
LUXEMBOURG
+35-2-40-46-46-1
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MAY 5, 2006
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [ ]
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST NIS REGIONAL FUND SICAV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX 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
LUXEMBOURG
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7 SOLE VOTING POWER
NUMBER OF
451,609*
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
451,609*
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
NONE*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,609*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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14 TYPE OF REPORTING PERSON
OO - PRIVATE INSTITUTIONAL FUND
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*See Items 5 and 6 below
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARING VOSTOK CAPITAL PARTNERS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]*
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX 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
GUERNSEY
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7 SOLE VOTING POWER
NUMBER OF
451,609*
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
NONE*
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
451,609*
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
NONE*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
451,609*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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14 TYPE OF REPORTING PERSON
PN - PARTNERSHIP
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*See Items 5 and 6 below
INTRODUCTORY STATEMENT
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This Amendment No. 3 relates to the shares of common stock, par value
$0.01 per share (the "Common Stock"), of Golden Telecom, Inc., a Delaware
corporation ("Golden Telecom").
This Amendment No. 3 amends and supplements the Statement on Schedule
13D originally filed on May 21, 2001 by First NIS Regional Fund ("First NIS
Fund") and BPEP Management UK Limited ("BPEP"), as amended by Amendment No.
1 on Schedule 13D/A filed on September 10, 2002 and Amendment No. 2 on
Schedule 13D/A filed on August 27, 2003.
The principal executive offices of Golden Telecom are located at c/o
Representation Office Golden Teleservices, Inc., 1 Kozhevnichesky Proezd,
Moscow, Russia, 115114.
ITEM 2. Identity and Background
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Item 2 is hereby amended by replacing the second through fourth
paragraphs with the following:
First NIS Fund is a private institutional fund organized and
registered under the laws of Luxembourg. BPEP, a private limited company
organized under the laws of England and Wales, formerly was the manager of
First NIS Fund.
Effective in April 2006, the relevant Luxembourg authorities approved
a change in fund manager to Baring Vostok Capital Partners ("BVCP" and,
together with First NIS Fund, the "Reporting Persons").
The address of the principal office of First NIS Fund is 13 Rue
Goethe, L-1637 Luxembourg, c/o Bank of Bermuda Luxembourg. The address of
the principal office of BVCP is Gasheka Str.7, Bldg. 1, Ducat Place II,
Suite 750, Moscow, Russia 123056.
The name, business address, citizenship, present principal occupation
or employment, and the name and principal business of any corporation or
other organization in which such employment is conducted, of each partner
of BVCP is set forth on Schedule I hereto, which is incorporated herein by
reference.
ITEM 5. Interest in Securities of Golden Telecom
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Item 5(a)(i) is hereby amended by renumbering it as Item 5(a),
deleting the first two paragraphs and replacing them with the following:
(a)(i) As of March 14, 2006, as reported by Golden Telecom in its
Annual Report on Form 10-K dated March 14, 2006, there are an aggregate of
36,479,176 shares of Common Stock outstanding. As of the date hereof First
NIS Fund beneficially owns 451,609 shares of Common Stock, representing
approximately 1.2% of the outstanding shares of Common Stock.
Due to its relationship with First NIS Fund (see Item 2), as of the
date hereof, BVCP may be deemed to beneficially own 451,609 shares of
Common Stock. Based on an aggregate of 36,479,176 outstanding shares of
Common Stock, this would represent approximately 1.2% of the outstanding
shares of Common Stock. BVCP disclaims beneficial ownership of all Common
Stock beneficially owned First NIS Fund.
Item 5(a)(i) is further amended by deleting the fourth and fifth
paragraphs and replacing them with the following:
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 RTK, Alfa Telecom, Telenor, CIPEF and Cavendish (and the funds for
which it serves as nominee) for information regarding such entities, their
respective beneficial ownership of shares of Common Stock and any changes
to such respective beneficial ownership of shares of Common Stock. To the
best of the Reporting Persons' knowledge, each of RTK, Alfa Telecom,
Telenor, CIPEF, and Cavendish (as nominee), respectively, may be deemed to
beneficially own the following numbers and percentages of shares of Common
Stock, in each case as reported in Golden Telecom's 2006 Proxy Statement
filed with the Securities and Exchange Commission on April 28, 2006, unless
otherwise specified: RTK - 4,024,067 (11.1%); Alfa Telecom - 10,731,707
(29.5%); Telenor - 7,369,972 (20.3%); CIPEF - as reported in the Form 4
filed by Ashley Dunster on February 27, 2006, 1,276,046 shares (3.5%) and
Cavendish (as nominee) - as of the date hereof, 1,313, 880 shares (3.6%).
To the best of the Reporting Persons' knowledge, RTK, Alfa Telecom,
CIPEF, Cavendish and First NIS Fund, in the aggregate but not individually,
may be deemed to beneficially own 25,167,281 shares of Common Stock (69% of
Golden Telecom). Each of the Reporting Persons disclaims beneficial
ownership of all shares of Common Stock beneficially owned by RTK, Alfa
Telecom, Telenor, CIPEF and Cavendish, 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 Item 2 hereof forms a "group" (as such term is
defined in Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule
13d-5 under such Act) with, or is the beneficial owner of any shares of
Common Stock beneficially owned by, RTK, Alfa Telecom, Telenor, CIPEF or
Cavendish.
Item 5(a)(ii) is hereby amended by deleting the entire text therein.
Item 5(b) is hereby amended by deleting the entire text therein and
replacing it with the following:
(b) The number of shares of Common Stock with respect to which First
NIS Fund (i) has sole voting power is 451,609, (ii) shares voting power is
zero, (iii) has sole dispositive power is 451,609 and (iv) shares
dispositive power is zero.
As noted above, BVCP disclaims beneficial ownership of all shares
beneficially owned by First NIS Fund.
Under the Successor Shareholders Agreement, First NIS Fund has agreed
to take all action (including without limitation the voting of shares, the
execution of written consents, the calling of special meetings, the removal
of directors, the filling of vacancies on the Board of Directors, the
waiving of notice and attendance at meetings, the amendment of Golden
Telecom's by-laws and the like) necessary from time to time to maintain the
composition of the Board of Directors specified in Section 3 of the
Successor Shareholders Agreement in accordance with the terms of such
provisions. As noted above, each of the Reporting Persons disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
RTK, Alfa Telecom, Telenor, CIPEF and Cavendish.
The Reporting Persons may be deemed, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), to share
beneficial ownership of 1,313,880 shares of Common Stock owned of record by
Cavendish, as nominee, representing, as of the date hereof, approximately
3.6% of the issued and outstanding shares of Common Stock. Each of the
Reporting Persons disclaims beneficial ownership of all shares of Common
Stock held of record by Cavendish (and beneficially owned by the funds
holding such shares through Cavendish as nominee) and disclaims membership
in any "group" with Cavendish and such funds.
Item 5(c) is hereby amended by inserting the following after the first
paragraph:
First NIS Fund sold the following shares of Common Stock within the
last 60 days under a trading plan pursuant to Rule 10b5-1 under the
Exchange Act of 1934 and pursuant to Rule 144 under the Securities Act of
1933 (see Item 6 for a description of the Sales Plan):
DATE NO. OF SHARES WEIGHTED-AVERAGE
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PRICE PER SHARE
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03/17/06 21,240 30.01
03/24/06 2,340 30.02
03/27/06 14,282 30
03/28/06 1,190 30
03/29/06 7,380 30
03/30/06 7,498 30.01
03/31/06 4,681 30
04/03/06 35,849 31.14
04/05/06 5,385 30.02
04/06/06 952 30.04
04/10/06 11,001 30
04/12/06 952 30.04
05/05/06 37,683 32.00
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
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Respect to Securities of the Issuer
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Item 6 is hereby amended by adding the following paragraph (f) after
existing paragraph (e):
(f) On August 12, 2005, First NIS Fund entered into a Rule 10b5-1
Sales Plan and Client Representations (the "First Sales Plan") with Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill") that complied with
Rule 10b5-1 under the Securities Exchange Act of 1934. The First Sales Plan
was effective from August 22, 2005 to February 15, 2006 and First NIS Fund
to sell up to 253,350 shares, of which an aggregate 85,393 shares were
sold. On March 16, 2006, First NIS Fund entered into another Rule 10b5-1
Sales Plan and Client Representation (the "Second Sales Plan") with Merrill
that complies with Rule 10b5-1 under the Securities Exchange Act of 1934.
The Second Sales Plan is effective from March 17, 2006 to September 17,
2006 and will enable First NIS Fund to sell up to 238,038 shares.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 2006
FIRST NIS REGIONAL FUND SICAV
By: /s/ Arthur A. Hartman
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Name: Arthur A. Hartman
Title:
BARING VOSTOK CAPITAL PARTNERS
By: /s/ Michael Calvey
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Name: Michael Calvey
Title: Authorised Signatory
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Subscription Agreement, dated as of September 30, 1999,
between Golden Telecom, Inc. and First NIS Regional Fund
SICAV***
99.2(a) Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and First NIS Regional Fund
SICAV.***
99.2(b) Registration Rights Agreement, dated as of October 5, 1999,
between Golden Telecom, Inc. and Baring Vostok Private
Equity Fund LP.****
99.3 Share Purchase Agreement, dated April 2, 2001, among Global
TeleSystems, Inc., Alfa Bank Holdings Limited, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited and First NIS Regional Fund
SICAV.**
99.4 Stock Option Agreement, dated as of May 11, 2001, among
Cavendish Nominees Limited, First NIS Regional Fund SICAV
and Global TeleSystems Inc.****
99.5 Standstill Agreement, dated as of March 31, 2001.*
99.6 Amendment and Assignment Agreement, dated as of May 11,
2001.****
99.7 Shareholders Agreement dated as of May 11, 2001.*****
99.8 Agreement among Reporting Persons in respect of Schedule 13D
Filing***
99.9 Shareholders Agreement, dated as of September 5, 2002******
99.10 Standstill Agreement, dated as of September 5, 2002******
99.11 Shareholders Agreement, dated as of August 19, 2003*******
99.12 Standstill Agreement, dated as of August 19, 2003*******
99.13 Registration Rights Agreement, dated as of August 19,
2003*******
* Incorporated by reference to the Schedule 13D/A of Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Capital International Investments, LLC, Capital International,
Inc. and Capital Group International, Inc. dated April 12, 2001.
** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. dated April 5, 2001 (EDGAR Accession No.
0000950129-01-001961).
*** Incorporated by reference to the Schedule 13D of First NIS
Regional Fund SICAV dated May 21, 2001
**** Incorporated by reference to the Schedule 13D of Cavendish
Nominees Limited and related parties dated May 21, 2001.
***** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. and others dated May 21, 2001.
****** Incorporated by reference to the Schedule 13D of Global
TeleSystems, Inc. and others dated September 10, 2002.
******* Incorporated by reference to the Schedule 13D/A of First Regional
Fund SICAV dated August 27, 2003.
SCHEDULE I
PARTNERS OF
BARING VOSTOK CAPITAL PARTNERS
The name, present principal occupation or employment, the
business address and citizenship for each partner of Baring Vostok Capital
Partners is set forth below.
Present Principal
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Name and Business Occupation or Employment Business Address Citizenship
----------------- ------------------------ ---------------- -----------
Michael Calvey Managing Partner c/o Baring Vostok Capital US
Partners Limited
7 Gasheka Street, Dukat Place
II, Suite 750, Moscow,
123056, Russia
John A. Dare Director Dock Head UK
Dock Lane
SO 42 74J Beaulieu
Hampshire, England
Terry English Director 13-15 Victoria Road UK
St. Peter Port
Guernsey Channel Islands
GY1 3ZD
Constance E. Helyar Managing Director of Sovlink Corporation UK
International Private 475 Wall Street
Equity Services Limited Princeton, NJ 08540
USA
David S. Huckfield Senior Partner of Baring 33 Cavendish Square UK
Private Equity Partners London England
Limited Operations W1M OBQ
Wilson Paul Roberts Finance Director/Chief c/o Baring Vostok US
Operations Officer Capital Partners
Limited
7Gasheka Street,
Dukat Place II, Suite 750,
Moscow, 123056,Russia