AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 23, 2004
REGISTRATION NO. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN TELECOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 4812 51-0391303
(State or Other Jurisdiction of (Primary Industrial (I.R.S. Employer
Incorporation of Organization) Classification Code Number) Identification Nos.)
REPRESENTATION OFFICE GOLDEN TELESERVICES, INC.
1 KOZHEVNICHESKY PROEZD
MOSCOW, RUSSIA 115114
(Address of principal executive offices)
(011-7) 501-797-9300
(Registrant's telephone number)
JULIA MARX
GOLDEN TELECOM, INC.
4400 MACARTHUR BOULEVARD, SUITE 200
WASHINGTON, D.C. 20007
(202) 332-5997
(Name, address, and telephone number of agent for service)
COPIES TO:
WILLIAM GREASON, ESQ. JEFFREY A. RIDDELL, ESQ. RICHARD A. ELY, ESQ.
CHADBOURNE & PARKE REPRESENTATION OFFICE SKADDEN, ARPS, SLATE,
REGIS HOUSE, 45 KING WILLIAM STREET GOLDEN TELESERVICES, INC. MEAGHER & FLOM
LONDON EC4R 9AN, ENGLAND 1 KOZHEVNICHESKY PROEZD (UK) LLP
(011-44) 207-337-8000 MOSCOW, RUSSIA 115114 40 BANK STREET
(011-7) 501-797-9315 CANARY WHARF
LONDON E14 5DS, ENGLAND
(011-44) 207-519-7171
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) FEE
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Common Stock Par Value $0.01 per share....... 3,839,823 $33.06 $126,944,548 $16,084
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act on the basis of the average
of the high and low prices of the common stock of Golden Telecom, Inc.
reported on the Nasdaq National Market on March 17, 2004.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL NOR DOES IT SOLICIT AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH , 2004
PROSPECTUS
(GOLDEN TELECOM LOGO)
---------------------
3,839,823 SHARES OF COMMON STOCK
---------------------
The European Bank for Reconstruction and Development (the "EBRD"), Capital
International Global Emerging Markets Private Equity Fund L.P. ("Capital"),
First NIS Regional Fund SICAV ("First NIS"), Cavendish Nominees Limited
("Cavendish" which together with First NIS is called "Barings"), collectively,
the Selling Stockholders, are offering 3,839,823 shares of common stock of
Golden Telecom, Inc. The Selling Stockholders own or control approximately
21.38% of our outstanding shares of common stock. Following the completion of
the offering, the Selling Stockholders will own or control approximately 10.68%
of our outstanding shares of common stock. We will not receive any of the
proceeds of the offering. This offering is part of a global offering including
an offering to institutional investors outside the United States. Our shares of
common stock currently trade on the Nasdaq National Market under the symbol
"GLDN". The last reported sale price of our shares of common stock on the Nasdaq
National Market on March 22, 2004 was $33.10 per share.
The offering price of the shares of common stock has been determined by
negotiation between UBS Limited, the underwriter for this offering, and the
Selling Stockholders taking into account the prevailing market price for our
shares. See "Plan of Distribution".
UNDERWRITING NET PROCEEDS TO THE
PRICE TO THE PUBLIC COMMISSION SELLING STOCKHOLDERS
------------------- ------------ --------------------
Per share of common stock...................... $ $ $
Total.......................................... $ $ $
We will be responsible for paying the registration fee, most of the
offering expenses and our applicable attorney's and accountant's fees relating
to the offer and sale of shares. The Selling Stockholders will be responsible
for paying all selling commissions and a portion of the underwriter's expenses.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION COMMENCING ON PAGE 5 AND UNDER "FACTORS THAT MAY
ADVERSELY AFFECT FUTURE RESULTS" IN OUR 2003 ANNUAL REPORT ON FORM 10-K, WHICH
IS INCORPORATED HEREIN BY REFERENCE.
IN THIS PROSPECTUS "GOLDEN TELECOM", THE "COMPANY", "WE", "US" AND "OUR"
REFER TO GOLDEN TELECOM, INC. AND ITS CONSOLIDATED SUBSIDIARIES, UNLESS THE
CONTEXT OTHERWISE REQUIRES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
UBS INVESTMENT BANK
The date of this prospectus is March , 2004
YOU MAY RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR CONTAINED
IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION
DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR SALE OF THE SHARES OF COMMON STOCK MEANS THAT
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY THESE SHARES OF COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER
OR SOLICITATION IS UNLAWFUL. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE IN
FRONT OF THOSE DOCUMENTS.
TABLE OF CONTENTS
Incorporation by Reference.................................. 1
Where You Can Find More Information......................... 1
Business Overview........................................... 2
The Offering................................................ 3
Risk Factors................................................ 5
Forward-Looking Statement................................... 5
Dividend Policy............................................. 6
Use of Proceeds............................................. 6
Selling Stockholders........................................ 7
Description of Capital Stock................................ 7
Plan of Distribution........................................ 8
Legal Matters............................................... 11
Experts..................................................... 11
INCORPORATION BY REFERENCE
The Securities and Exchange Commission ("SEC") allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus,
and the information that we file later with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any further filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until all of the securities are
sold or until we terminate this offering:
(1) Current Report on Form 8-K/A filed on January 30, 2004, and
Current Reports on Form 8-K filed on February 4, 2004 and furnished on
March 15, 2004;
(2) Annual Report on Form 10-K for the year ended December 31, 2003
filed on March 12, 2004;
(3) Definitive Proxy Statement for the year ended December 31, 2002,
filed on April 8, 2003; and
(4) Definitive Proxy Statement for the special meeting of stockholders
held on November 28, 2003, filed on October 31, 2003.
You may request a copy of these filings at no cost, by writing or telephoning us
at the following address:
Golden Telecom, Inc.
4400 MacArthur Boulevard, Suite 200
Washington, D.C. 20007
Attention: Julia Marx
Telephone: (202) 332-5997
You should rely on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement (together with all
amendments and exhibits thereto, the "registration statement") under the
Securities Act with respect to the shares of common stock being offered by this
prospectus. This prospectus does not include all the information set forth in
the registration statement, and you should refer to the registration statement
for further information with respect to our Company.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file periodic reports, proxy and
information statements, and other information with the SEC. The registration
statement and all of these reports, proxy and information statements, and other
information filed by us with the SEC may be inspected and copied at the Public
Reference Room maintained at the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Copies of these materials may be obtained by mail from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The SEC also maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding registrants, such as Golden Telecom, Inc. that file electronically
with the SEC. In addition, Golden Telecom, Inc. provides public access to its
annual report on Form 10-K, proxy statements, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to these reports filed with the SEC
under the 1934 Act. These documents may be accessed free of charge on Golden
Telecom, Inc.'s Internet site at the following address: www.goldentelecom.com.
The information on our Internet site is not part of this prospectus. These
documents are provided as soon as is practicable after filing with the SEC,
although not generally on the same day. We will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of any
or all of the information that has been incorporated by reference in the
prospectus but not delivered with the prospectus, upon written or oral request
directed to Golden Telecom, Inc., 4400 MacArthur
1
Boulevard, Suite 200, Washington, D.C. 20007, Attention: Julia Marx, Telephone:
(202) 332-5997, at no cost to the requester.
BUSINESS OVERVIEW
We are a leading facilities-based provider of integrated telecommunications
and Internet services to businesses and other high-usage customers and
telecommunications operators in 165 combined access points in Moscow, Kiev, St.
Petersburg, Nizhny Novgorod, Krasnoyarsk and other major population centers
throughout Russia and other countries of the Commonwealth of Independent States
("CIS").
We organize our operations into the four business groups, as follows:
- Business and Corporate Services. Using our fiber optic and
satellite-based networks in and between major metropolitan areas of
Russia, Ukraine and other countries of the CIS, we provide business and
corporate services including voice and data services to corporate clients
across all geographical markets and all industry segments, other than
telecommunications operators;
- Carrier and Operator Services. Using our fiber optic and satellite-based
networks in and between major metropolitan areas of Russia, Ukraine and
other countries of the CIS, we provide a range of carrier and operator
services including voice and data services to foreign and Russian
telecommunications and mobile operators;
- Consumer Internet Services. Using our fiber optic and satellite-based
networks, we provide dial-up Internet access to the consumer market and
web content offered through a family of Internet portals throughout
Russia, Ukraine, and Kazakhstan; and
- Mobile Services. Using our mobile networks in Kiev and Odessa, Ukraine,
we provide mobile services with value-added features, such as voicemail,
roaming and messaging services on a subscription and prepaid basis.
We intend to offer all of our integrated telecommunication services under
the Golden Telecom brand although due to the recent acquisition of OAO Comincom
("Comincom"), some services still carry the Combellga brand. Our dial-up
Internet services are distributed under the ROL brand in Russia and Kazakhstan
and under the Svit-On-Line brand in Ukraine.
Additionally, we hold a minority interest in MCT Corp. ("MCT"), which in
turn has ownership interests in 15 mobile operations located throughout Russia
and in Uzbekistan and Tajikistan. We treat our ownership interest in MCT as an
equity method investment and are not actively involved in the day-to-day
management of its operations. In August 2003, MCT concluded a binding agreement
with OJSC Mobile TeleSystems ("MTS") on the sale of five of its cellular
operators. MTS acquired these five cellular operators from MCT for approximately
$70.0 million and assumed certain guarantees as part of the transaction.
We believe that we are well positioned to maintain and consolidate our
strong presence in the Russian and CIS telecommunications markets for the
following reasons:
- our early market entry and local market experience;
- our focus on service, quality and reliability;
- our strong infrastructure position in Moscow, Kiev, St. Petersburg,
Nizhny Novgorod and Krasnoyarsk;
- our extensive customer base;
- our extensive range of integrated voice, data and Internet data
telecommunications services;
- our influential shareholder base; and
- our strong balance sheet position.
In September 2002, we purchased the 50% of EDN Sovintel ("Sovintel") that
we did not own from OAO Rostelecom ("Rostelecom"), the Russian national long
distance carrier. As a result of this purchase, we
2
now own 100% of Sovintel. In April 2003, we merged the operations of TeleRoss,
our wholly-owned subsidiary, into Sovintel.
In August 2003, we acquired 100% of OOO Sibchallenge Telecom
("Sibchallenge"), the leading alternative wireline operator in Krasnoyarsk,
Russia. Sibchallenge owns 100% of the ownership interests in ZAO Tel, an
Internet service provider, also based in Krasnoyarsk.
In December 2003, we acquired 100% of the shares of Comincom, and its
wholly-owned subsidiary, OAO Combellga, from Nye Telenor East Invest AS
("Telenor"). As part of this transaction, we issued shares to Telenor
representing 19.5% of our shares outstanding after the acquisition.
Our principal executive offices are located at Representation Office,
Golden TeleServices, Inc., 1 Kozhevnichesky Proezd, Moscow, Russia, 115114 and
our telephone number is (011-7)501-797-9300.
Our common stock is traded on the Nasdaq National Market under the symbol
"GLDN".
You should consider all the information contained in the captions "Risk
Factors" on page 5 of this prospectus before making an investment in our common
stock. In particular, you should consider the factors described under "Factors
that may adversely affect future results" in our 2003 Annual Report on Form
10-K, which is incorporated herein by reference.
THE OFFERING
Shares offered by the Selling
Stockholders.................. 3,839,823 shares of common stock.
Shares outstanding as of
December 31, 2003............. 35,948,094 shares of common stock. This number
of shares does not include shares of common
stock that may be issued upon the exercise of
employee stock options.
Price......................... $ per share of common stock.
Use of proceeds............... We will not receive any proceeds from the sale
of shares of common stock.
The following table sets forth certain information, as of December 31,
2003, regarding ownership of our shares of common stock before this offering and
pro-forma after this offering.
PERCENTAGE BENEFICIAL
OWNERSHIP OF OUR
COMMON STOCK
------------------------
AS OF
DECEMBER 31, AFTER THE
NAME OF BENEFICIAL OWNER 2003 OFFERING
------------------------ ------------ ---------
Alfa Telecom Limited........................................ 29.85 29.85
Telenor..................................................... 20.39 20.39
Rostelecom.................................................. 11.19 11.19
EBRD........................................................ 8.36 4.18
Capital..................................................... 6.03 3.01
Barings..................................................... 6.99 3.49
Free float.................................................. 17.20 27.89
----- -----
100.0% 100.0%
No Lock-Up.................... Under the Underwriting Agreement among the
underwriter, the Selling Stockholders and us,
neither we, the Selling Stockholders nor our
officers or directors are subject to any
restrictions on the
3
sale or other disposition of any of shares of
common stock they hold after the offering. See
"Plan of Distribution".
Shareholders' Agreement....... We are party to a shareholders' agreement with
the Selling Stockholders, other than the EBRD,
and certain other of our major shareholders.
The shareholders' agreement governs certain
aspects of the relationship of the Selling
Stockholders, other than the EBRD, with us,
including the right of the Selling
Stockholders, other than the EBRD, to nominate
directors and the acquisition, disposition and
voting of shares of common stock beneficially
owned by the Selling Stockholders that are
party to that agreement.
Standstill Agreement.......... We are party to a standstill agreement with the
Selling Stockholders, other than the EBRD, and
certain other of our major stockholders.
Generally, the Standstill Agreement provides
that three of our major stockholders, Alfa
Telecom Limited, Telenor and Rostelecom may not
acquire over 49.99%, 40.00% and 35.00%,
respectively, of our outstanding shares of
common stock on a fully-diluted basis. Similar
"standstill" provisions are applicable to
Capital and Barings whereby neither of these
entities' shareholdings may exceed 20% of our
outstanding shares of common stock. The
standstill agreement grants the stockholders
party to that agreement pre-emptive rights if
we issue any equity, with limited exceptions.
The standstill agreement expires on June 1,
2005 or earlier if certain events occur.
Risk Factors.................. Prospective purchasers of shares of common
stock should consider carefully the matters set
forth under the caption "Risk Factors" on page
5 of this prospectus and "Factors that may
adversely affect future results" in our 2003
Annual Report on Form 10-K.
Trading....................... Our common stock is traded on the Nasdaq
National Market under the symbol "GLDN".
4
RISK FACTORS
You should carefully consider the following risk factors and the additional
risk factors set forth in our 2003 Annual Report on Form 10-K and other periodic
filings with the Securities and Exchange Commission relating to us, as well as
other information contained in this prospectus and in documents we incorporate
by reference before deciding to invest in shares of our common stock. Our
business, financial condition or results of operations have been, and could be,
materially adversely affected by the risks faced by us described below and
elsewhere in this prospectus and the documents we incorporate by reference. If
any of such risks actually occur the trading price of our common stock could
decline, and you could lose all or part of your investment.
This prospectus and the documents that we incorporate by reference also
contain forward looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including the risks
faced by us described below and elsewhere in this prospectus and the documents
we incorporate by reference.
FACTORS THAT MAY ADVERSELY AFFECT FUTURE RESULTS
OUR SHARE PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE
The price of our shares has been subject to significant volatility since
our initial public offering in 1999. In addition, a number of particular factors
may adversely affect the market price of our shares or cause the market price to
fluctuate and decline materially. These factors, which are described in greater
detail in our 2003 Annual Report on Form 10-K, include:
- issues concerning the perceived risks of investing in Russia and the CIS,
including significant ownership of our shares by a company that is part
of a large Russia-based financial and industrial concern;
- the limited number of our shares available for trading in public markets;
- the potential sale of large blocks of our shares by our management or
large shareholders;
- mergers and strategic alliances in the telecommunications industry; and
- inconsistent or restrictive government regulation in the Russian and
Ukrainian telecommunications industries.
In recent years, the market for stock in technology, telecommunications and
computer companies has been highly volatile. This is particularly true for
companies with a relatively small capitalization, such as ours.
LARGE BLOCKS OF OUR SHARES WILL BE AVAILABLE FOR RESALE FOLLOWING THIS
OFFERING WHICH COULD HAVE A NEGATIVE IMPACT ON OUR SHARE PRICE
The volume of our shares that trades daily on the Nasdaq National Market
has traditionally been low. This relatively low liquidity has meant that
relatively small trades of our shares have, at times, had significant effects on
our share price. After this offering, there will be large blocks of shares
available for resale. A sale of these shares, as well as the market's
anticipation of such a sale, could have a negative impact on our share price.
FORWARD LOOKING STATEMENTS
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Some of the statements contained in this prospectus and other parts of this
document, including, without limitation, our intention to offer all of our
services under the Golden Telecom brand and our expectation that we will
continue to pay dividends are forward-looking and concern our projected
operations, economic performance and financial condition. These forward-looking
statements are made pursuant to the safe harbor provisions of the Securities
Litigation Reform Act of 1995. It is important to note that such statements
involve
5
risks and uncertainties and actual results may differ materially from those
expressed or implied by such forward-looking statements. Among the key factors
that have a direct bearing on our results of operations, economic performance
and financial condition are the commercial and execution risks associated with
implementing our business plan, the political, economic and legal environment in
the markets in which we operate, increasing competitiveness in the
telecommunications and Internet-related businesses that may limit growth
opportunities, and downward price pressures on some of the services that we
offer. These and other factors are discussed in this prospectus. Additional
information concerning factors that could cause results to differ materially
from those in the forward looking statements are contained in our filings with
the SEC and especially in the Risk Factors sections therein, including, but not
limited to, the Company's annual report on Form 10-K for the year ended December
31, 2003.
In addition, any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
"will likely result," "are expected to," "estimated," "intends," "plans,"
"projection" and "outlook") are not historical facts and may be forward-looking
and, accordingly, such statements involve estimates, assumptions and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Any such statements are qualified
in their entirety by reference to, and are accompanied by, the factors discussed
throughout this Prospectus and investors therefore should not place undue
reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors may emerge from time to time, and it is not
possible for management to predict all of such factors. Further, management
cannot assess the impact of each such factor on the Company's business or the
extent to which any factor or combination of factors may cause actual results to
differ materially from those contained in any forward-looking statements.
DIVIDEND POLICY
In February 2004, our Board of Directors declared a cash dividend of $0.20
per common share to stockholders of record as of March 18, 2004. The total
amount payable to stockholders is approximately $7.2 million. We believe that we
have reached a level of operating profitability that allows for capital
expenditures on expansion and maintenance to be financed entirely from
operational cash flows, and therefore we expect that a dividend will continue to
be paid in the future.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the Selling Stockholders in this offering. All proceeds from the sale
of the common stock sold in the offering will be for the account of the Selling
Stockholders.
6
SELLING STOCKHOLDERS
The following table sets forth certain information regarding ownership of
our shares of common stock and rights to acquire our shares of common stock by
each of the Selling Stockholders under this prospectus. For the purposes of this
table, a person or group of persons is deemed to have "beneficial ownership" of
any shares which that person or group of persons has the right to acquire within
60 days after such date, but such shares are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person.
The percentage of ownership for each beneficial owner is based upon
35,948,094 shares of common stock issued and outstanding as of December 31,
2003. The column showing ownership after completion of the offering assumes that
the Selling Stockholders will sell all of the securities offered pursuant to
this prospectus. The Selling Stockholders listed in the table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their shares of common stock since the date on
which the information in the table is presented. Information about the Selling
Stockholders may change over time. Any change in this information will be set
forth in prospectus supplements, if required.
The Selling Stockholders will receive all of the net proceeds from the
sales of the shares of common stock and will pay all underwriting discounts and
selling commissions together with certain fees and expenses of the underwriter's
counsel.
Each of the Selling Stockholders, other than EBRD, has nominees appointed
to our board of directors.
SHARES OF
SHARE OF COMMON COMMON SHARE OF COMMON
STOCK BENEFICIALLY STOCK BEING STOCK BENEFICIALLY
OWNED PRIOR TO THE OFFERED IN THE OWNED AFTER THE
OFFERING OFFERING OFFERING
------------------- ---------------- -------------------
NUMBER OF NUMBER OF NUMBER OF
NAME OF BENEFICIAL OWNER SHARES PERCENT SHARES SHARES PERCENT
------------------------ --------- ------- ---------------- --------- -------
European Bank for Reconstruction and
Development.............................. 3,003,564 8.36 1,501,782 1,501,782 4.18
One Exchange Square
London EC2A 2JN
Capital International Global Emerging
Markets Private Equity Fund L.P. ........ 2,166,405 6.03 1,083,203 1,083,202 3.01
c/o Capital International Inc.
11100 Santa Monica Boulevard
Los Angeles, CA 90025
Cavendish Nominees Limited................. 1,803,212 5.02 901,606 901,606 2.51
c/o International Private Equity Services
13-15 Victoria Road
P.O. Box 431
St. Peter Port
Guernsey, Channel Islands, GY13ZD
First NIS Regional Fund SICAV.............. 706,463 1.97 353,232 353,231 0.98
c/o Bank of Bermuda (Luxembourg) S.A.
13, rue Goethe
B.P. 413
L-2014 Luxembourg
--------- ----- --------- --------- -----
7,679,644 21.38 3,839,823 3,839,821 10.68
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par
value $0.01 per share.
7
The following summary of the rights, privileges, restrictions and
conditions of each of the classes of shares we have issued does not purport to
be complete and is subject to the detailed provisions of, and qualified in its
entirety by reference to, our Certificate of Incorporation and By-laws, and to
the applicable provisions of the General Corporation Law of the State of
Delaware, which we refer to as the DGCL.
OUR COMMON STOCK
As of December 31, 2003, we have issued and outstanding 35,948,094 shares
of common stock, par value $0.01 per share. Shareholders are entitled to one
vote for each share held of record on all matters upon which shareholders have
the right to vote. There are no cumulative voting rights. All shares of common
stock offered by the Selling Stockholders are validly issued, fully paid and
non-assessable. Stockholders are entitled to such dividends as may be declared
from time to time by the Board of Directors out of funds legally available for
that purpose. Upon dissolution, stockholders are entitled to share pro rata in
our assets remaining after payment in full of all of our liabilities and
obligations, including payment of the liquidation preference, if any, of any
preferred stock then outstanding.
As of December 31, 2003, we have 904,272 options outstanding that were
granted under our stock option plan and 831,808 options remain available for
grant under that plan.
OUR PREFERRED STOCK
Our board of directors has the power to issue 10,000,000 shares of $0.01
par value preferred stock. There are no issued and outstanding shares of
preferred stock, and no preferred stock is being offered pursuant to this
prospectus.
Our board of directors may authorize the issuance of one or more series of
preferred stock having rights, including voting, conversion and redemption
rights, and preferences, including dividend and liquidation preferences, that
our board of directors may determine, without further action by our
stockholders.
The issuance of preferred stock by our board of directors could adversely
affect the rights of the holders of common stock. For example, our Board of
Directors could cause to be issued a series of preferred stock would have
preferences over the common stock with respect to dividends and liquidation and
that could, upon conversion or otherwise, have all the rights appurtenant to the
common stock.
PLAN OF DISTRIBUTION
Pursuant to an agreement dated , 2004 among us, the Selling
Stockholders and UBS Limited, the Selling Stockholders have agreed to sell and
UBS Limited has agreed, subject to certain conditions, to purchase from the
Selling Stockholders on , 2004 or such other date as may be agreed to
by the Selling Stockholders and UBS Limited, but in any event not later than
, 2004, the shares of common stock at a price of $ per share,
payable in cash to the Selling Stockholders against delivery by the Selling
Stockholders of such shares of common stock.
All of the shares of common stock in the offering will be underwritten by
UBS Limited. The obligations of the underwriter under the underwriting agreement
may be terminated at their discretion on the basis of their assessment of the
state of the financial markets and may also be terminated upon the occurrence of
certain stated events. In consideration of their services in connection with the
offering, the Selling Stockholders have agreed to pay UBS Limited aggregate
discounts and commissions of % of the gross proceeds of the offering. The
following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriter by the Selling Stockholders:
PAID BY THE SELLING STOCKHOLDERS AMOUNT
-------------------------------- ------
Per share of common stock................................... $
Total, at price per share of common stock................... $
8
The Selling Shareholders have agreed to reimburse the underwriter an
aggregate of up to $300,000 for legal fees incurred in connection with the
distribution of the securities being registered, and we will reimburse the
underwriter up to $50,000 for certain other expenses. We are responsible for the
other costs of the distribution.
ITEM AMOUNT
---- --------
SEC Registration Fee........................................ $ 16,084
Accounting Fees and Expenses................................ $125,000
Legal Fees and Expenses..................................... $200,000
Printing Expenses........................................... $ 35,000
Miscellaneous............................................... $ 40,000
--------
TOTAL....................................................... $416,084
========
The public offering price for shares of common stock is $ per share of
common stock. UBS Limited proposes to offer the shares of common stock initially
at the offering price on the cover page of this prospectus. The shares of common
stock to be sold in the offering will be offered in the United States by UBS
Limited through US broker-dealer affiliates or agents. Subject to applicable
law, UBS Limited may also offer the shares of common stock outside of the United
States.
Neither we, the Selling Stockholders, nor any of our officers or directors
are subject to any contractual restrictions in the underwriting agreement on
further sales or other dispositions of any of the shares of common stock they
hold after the offering.
Our shares of common stock are quoted on the Nasdaq National Market under
the symbol "GLDN."
We and the Selling Stockholders have agreed to indemnify the underwriter
against certain liabilities, including liabilities under the Securities Act, and
to contribute to payments that the underwriter may be required to make in
respect thereof.
Subscriptions will be received subject to rejection or allotment in whole
or in part and the right is reserved to close the subscription books at any time
without notice. Pursuant to SEC regulations, the underwriter may not, throughout
the period of distribution under this prospectus, bid for or purchase shares of
our common stock. The foregoing restriction is subject to certain exceptions,
provided such bid or purchase is not engaged in for the purpose of creating
actual or apparent active trading in or raising the price of such securities.
These exceptions include a bid or purchase permitted under the SEC rules
relating to market stabilization and passive market making activities and a bid
or purchase made to and on behalf of a customer where the order was not
solicited during the period of distribution. Pursuant to the first of these
exceptions, in connection with this offering, the underwriter may effect
transactions which stabilize or maintain the market price of the shares of
common stock at levels other than those that might otherwise prevail on the open
market. Such transactions, if commenced, may be discontinued at any time.
Subject to the foregoing, in order to facilitate this offering, the
underwriter may purchase and sell shares of common stock in the open market.
These transactions may include short sales, stabilizing transactions and
purchases to cover positions created by short sales. Short sales involve the
sale by the underwriter of a greater number of securities than they are required
to purchase in this offering. Stabilizing transactions consist of certain bids
or purchases made for the purpose of preventing or retarding a decline in the
market price of such securities while this offering is in progress. The
underwriter also may impose penalty bids, under which selling concessions
allowed to syndicate members or other broker-dealers participating in this
offering are reclaimed if shares of common stock previously distributed in this
offering are repurchased in connection with stabilization transactions or
otherwise. These activities by the underwriter may stabilize, maintain or
otherwise affect the market price of the shares of common stock. As a result,
the price of the shares of common stock may be higher than the price that might
otherwise exist in the open market. If these activities are commenced, they may
be discontinued by the underwriter at any time. These transactions may be
effected on the Nasdaq or otherwise.
9
The underwriter
- has not offered or sold and, prior to the expiry of a period of six
months from the closing of the combined offering, will not offer or sell
any shares of common stock to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or as agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United
Kingdom for the purposes of the Public Offers of Securities Regulations
1995;
- has complied and will comply with all applicable provisions of the
Financial Services and Markets Act 2000 (the "FSMA") with respect to
anything done by it in relation to our shares of common stock in, from or
otherwise involving the United Kingdom; and
- has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the sale of any of our shares of
common stock in circumstances in which Section 21(1) of the FSMA does not
apply to us.
The underwriter may not offer or sell or otherwise transfer any shares of
common stock as part of its initial distribution to or for the benefit of any
person (including legal entities) that are resident, incorporated, established
or having their usual residence in the Russian Federation or to any person
located within the territory of the Russian Federation except in compliance with
Russian law.
The shares of common stock may only be offered or sold in the Netherlands,
as part of their initial distribution or as part of any re-offering, and this
prospectus may only be distributed and circulated, in the Netherlands, to
individuals or legal entities who or which trade in securities in the conduct of
a business or profession (which includes banks, securities firms, insurance
companies, pension funds, investment institutions, central governments, large
international and supranational institutions and other parties, including
treasury departments of commercial enterprises, which are regularly active in
the financial markets in a professional manner).
LEGAL MATTERS
Certain legal matters relating to this offering have been passed upon on
our behalf by Chadbourne & Parke, Chadbourne & Parke LLP and Jeffrey A. Riddell,
General Counsel of the Company, and on behalf of UBS Limited by Skadden, Arps,
Slate, Meagher & Flom (UK) LLP. As of the date hereof, the attorney's working on
this offering, as a group, of each of the foregoing firms, owned, beneficially
or as of record, less than $50,000 of our outstanding shares of common stock.
EXPERTS
The consolidated financial statements and schedule of Golden Telecom, Inc.
appearing in Golden Telecom, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2003, have been audited by Ernst & Young (CIS) Limited,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
The financial statements of EDN Sovintel LLC appearing in Golden Telecom,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003, have
been audited by Ernst & Young (CIS) Limited, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
The financial statements of OAO Comincom and OAO Combellga appearing in the
Proxy Statement for Special Meeting of Shareholders of Golden Telecom, Inc.
dated October 31, 2003, which has been filed with
10
the Securities and Exchange Commission have been audited by ZAO
PricewaterhouseCoopers Audit, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses expected to be
incurred in connection with the distribution of the securities being registered
for which we will incur:
ITEM AMOUNT
---- --------
SEC Registration Fee........................................ $ 16,084
Accounting Fees and Expenses................................ $125,000
Legal Fees and Expenses..................................... $200,000
Printing Expenses........................................... $ 35,000
Miscellaneous............................................... $ 40,000
--------
TOTAL..................................................... $416,084
========
Reference is made to "Plan of Distribution" for the description of the
expenses to be incurred by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal or investigative (other than an action by or in the right of the
corporation). A corporation may indemnify such person if he is or was a
director, officer, employee or agent of the corporation. A corporation may also
indemnify such person if he is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
venture, trust or other enterprise. Such person may recover the following from
the corporation:
- expenses, including attorneys' fees;
- judgments;
- fines; and
- amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
A Delaware corporation may indemnify any person in connection with a
proceeding by or in the right of the corporation to procure judgment in its
favor against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action, except that indemnification shall not be made in respect thereof if such
person shall have been adjudged to be liable to the corporation unless, and then
only to the extent that, a court of competent jurisdiction shall determine upon
application that despite such adjudication such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
A Delaware corporation may pay for the expenses, including attorneys' fees,
incurred by a director or officer in defending a proceeding in advance of the
final disposition upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's bylaws, disinterested director vote, stockholder vote,
agreement, or otherwise.
II-1
Under the DGCL, to the extent that a person is successful on the merits or
otherwise in defense of a suit or proceeding brought against such person by
reason of the fact that such person is or was a director, officer, employee or
agent of Golden Telecom or is or was serving at the request of Golden Telecom as
a director, officer, employee or agent of another corporation, partnership,
venture, trust or other enterprise, such person shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred in
connection with such action.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omission not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or (4)
for any transaction from which the director derived an improper personal
benefit.
The By-laws further provide that we shall indemnify our directors and
officers to the fullest extent permitted by the DGCL.
The DGCL permits the purchase of insurance on behalf of directors and
officers against any liability asserted against directors and officers and
incurred by such persons in such capacity, whether or not the corporation would
have the power to indemnify such person against such liability.
Our directors and officers are covered under directors' and officers'
liability insurance policies that we maintain.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to members of the board of directors, officers, employees or
persons controlling the Company pursuant to the foregoing provisions, we have
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) Exhibits
DESIGNATION DESCRIPTION
----------- -----------
1.1* Form of Underwriting Agreement
4.1** Specimen certificate representing shares of common stock
4.2** Amended and Restated Certificate of Incorporation of Golden
Telecom, Inc.
5* Opinion of Golden Telecom, Inc. General Counsel
23.1* Consent of Ernst & Young (CIS) Limited, Independent Auditors
(Golden Telecom, Inc.).
23.2* Consent of Ernst & Young (CIS) Limited, Independent Auditors
(EDN Sovintel LLC)
23.3* Consent of ZAO PricewaterhouseCoopers Audit, Independent
Auditors (OAO Comincom and its subsidiaries)
23.4* Consent of the General Counsel of Golden Telecom, Inc.
24 Powers of Attorney (included on signature page)
---------------
* Filed herewith.
** Incorporated by reference to the correspondingly numbered Exhibit to the
Company's Registration Statement on Form S-1 dated July 14, 1999 and
amendments (Commission File No. 333-82791).
II-2
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Commission by the registrant under
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. For the purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchanges Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Moscow, Russian Federation, on this 23rd day of March
2004.
GOLDEN TELECOM, INC.
By: /s/ DAVID STEWART
------------------------------------
Name: David Stewart
Title: Chief Financial Officer and
Treasurer
(Principal Financial Officer)
By: /s/ MICHAEL D. WILSON
------------------------------------
Name: Michael D. Wilson
Title: Corporate Controller
(Principal Accounting Officer)
We, the undersigned officers and directors of Golden Telecom, Inc. hereby
severally constitute and appoint, Jeffrey A. Riddell, and David Stewart and each
of them singly, as his true and lawful attorney-in-fact and agents with full
power of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities to sign any and all amendments, and supplements
to this Registration Statement on Form S-3 and all amendments thereto, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith and in connection with any registration of additional securities
pursuant to Rule 462(b) under the Securities Act of 1933, to sign and file any
abbreviated registration statements and any and all amendments thereto, in each
case, with our names and on our behalf in our capacities as officers and
directors to enable Golden Telecom, Inc. to comply with the provisions of the
Securities Act of 1933 and all requirements of the SEC, hereby ratifying and
confirming our signatures as they may be signed by our said attorney to said
Registration Statement on Form S-3 and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed below by the following persons in the
capacities, and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ALEXANDER VINOGRADOV President, Chief Executive Officer March 22, 2004
------------------------------------------------ and Director (Principal Executive
Alexander Vinogradov Officer)
/s/ PETER AVEN Chairman of the Board of Directors March 22, 2004
------------------------------------------------
Peter Aven
/s/ VLADIMIR ANDROSIK Director March 22, 2004
------------------------------------------------
Vladimir Androsik
/s/ MICHAEL CALVEY Director March 22, 2004
------------------------------------------------
Michael Calvey
II-4
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ASHLEY DUNSTER Director March 22, 2004
------------------------------------------------
Ashley Dunster
/s/ DAVID HERMAN Director March 22, 2004
------------------------------------------------
David Herman
/s/ KJELL MORTEN JOHNSEN Director March 22, 2004
------------------------------------------------
Kjell Morten Johnsen
/s/ ANDREI KOSOGOV Director March 22, 2004
------------------------------------------------
Andrei Kosogov
/s/ MICHAEL NORTH Director March 22, 2004
------------------------------------------------
Michael North
/s/ JAN EDVARD THYGESEN Director March 22, 2004
------------------------------------------------
Jan Edvard Thygesen
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
1.1* Form of Underwriting Agreement
4.1** Specimen certificate representing shares of common stock
4.2** Amended and Restated Certificate of Incorporation of Golden
Telecom, Inc.
5* Opinion of Golden Telecom, Inc. General Counsel
23.1* Consent of Ernst & Young (CIS) Limited, Independent Auditors
(Golden Telecom, Inc.).
23.2* Consent of Ernst & Young (CIS) Limited, Independent Auditors
(EDN Sovintel LLC)
23.3* Consent of ZAO PricewaterhouseCoopers Audit, Independent
Auditors (OAO Comincom and its subsidiaries)
23.4* Consent of the General Counsel of Golden Telecom, Inc.
24 Powers of Attorney (included on signature page)
---------------
* Filed herewith
** Incorporated by reference to the corresponding numbered exhibit to the
Company's Registration Statement on Form S-1 dated July 14, 1999 and
amendments (Commission File No. 333-82791).