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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DECEMBER 15, 2003
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27423 51-0391303
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
1 KOZHEVNICHESKY PROEZD
MOSCOW, RUSSIA 115114
(Address of principal executive office)
(011-7-501) 797-9300
(Registrant's telephone number, including area code)
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Item 2. Acquisitions and Dispositions of Assets.
On December 1, 2003, Golden Telecom, Inc. (the "Company" or "GTI") and
wholly-owned subsidiaries of GTI finalized the acquisition of 100% of the
outstanding shares of OAO Comincom ("Comincom") previously held by Nye Telenor
East Invest AS ("Telenor"). Pursuant to the Share Exchange Agreement, GTI issued
7,007,794 shares of GTI's common stock to Telenor and Telenor appointed two
representatives to GTI's Board of Directors. A special meeting of GTI's
stockholders held on November 28, 2003 approved the issuance of the 7,007,794
shares of GTI's common stock to Telenor. GTI will begin to consolidate the
financial position and results of operations of Comincom as of December 1, 2003.
The purchase price of Comincom was determined through arms' length negotiation
between the Company and Telenor. For purposes of this transaction, the 7,007,794
shares were valued at $27.61 per share, resulting in total gross consideration
of approximately $193.5 million, excluding direct transaction costs. The Company
was advised by JP Morgan PLC.
The acquisition of 100% of Comincom further strengthens the Company's
position in the key Moscow and St. Petersburg communications markets, and
positions the Company to realize operating and cost synergies. Comincom provides
telecommunications services, principally to major hotels, business offices and
mobile communication companies through its telecommunications network in Russia,
including Moscow, St. Petersburg, Voronezh, Samara and several other major
population centers. The Company intends to use the assets of Comincom in the
manner in which they were previously used.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Previously filed
(b) Pro forma financial statements:
The required pro forma financial statements will be filed within the prescribed
timeframe in an amendment to this Current Report on Form 8-K.
(c) Exhibits
DESIGNATION DESCRIPTION OF EXHIBIT
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99.4* Share Exchange Agreement dated August 19, 2003 by and among
Golden Telecom, Inc., SFMT-CIS, Inc. (a wholly-owned
subsidiary of Golden Telecom, Inc.) and Nye Telenor East
Invest AS.
99.5* Registration Rights Agreement dated as of August 19, 2003
between and among Golden Telecom, Inc., Alfa Telecom
Limited, Nye Telenor East Invest AS, OAO Rostelecom, Capital
International Global Emerging Markets Private Equity Fund,
L.P., Cavendish Nominees Limited, and First NIS Regional
Fund SICAV
99.6* Standstill Agreement dated as of August 19, 2003 between and
among Alfa Telecom Limited, Nye Telenor East Invest AS, OAO
Rostelecom, Capital International Global Emerging Markets
Private Equity Fund, L.P., Cavendish Nominees Limited, First
NIS Regional Fund SICAV and Golden Telecom, Inc.
99.7* Shareholders Agreement dated as of August 19, 2003 between
and among Alfa Telecom Limited, Nye Telenor East Invest AS,
OAO Rostelecom, Capital International Global Emerging
Markets Private Equity Fund, L.P., Cavendish Nominees
Limited, First NIS Regional Fund SICAV and Golden Telecom,
Inc.
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* Incorporated by reference to the correspondingly numbered
Exhibit to the Company's current report on Form 8-K dated
August 19, 2003 (Commission File 0-27423).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOLDEN TELECOM, INC.
(Registrant)
By: /s/ MICHAEL D. WILSON
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Name: Michael D. Wilson
Title: Corporate Controller
(Principal Accounting Officer)
Date: December 15, 2003