sc13dza
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OMB APPROVAL |
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OMB Number: 3235-0145 |
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Expires: February 28, 2009
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Estimated average burden hours per response...14.5 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
(CUSIP Number)
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Henry Lesser, Esq.
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Marjorie Adams, Esq. |
DLA Piper US LLP
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DLA Piper US LLP |
2000 University Avenue
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1251 Avenue of the Americas, 29th Floor |
East Palo Alto, California 94303
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New York, NY 10020-1104 |
Telephone: (650) 833-2000
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Phone: (212) 335-4500 |
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
(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).
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1 |
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NAMES OF REPORTING PERSONS:
Renova Media Enterprises Ltd.** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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AF |
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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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Bahamas
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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(1) |
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Includes: (i) 3,375,084 shares of common stock, $0.01 par value (Common Stock), of Moscow
CableCom Corp. (the Company) held directly by Renova Media Enterprises Ltd. (Renova
Media), (ii) 1,687,542 shares of Common Stock that Renova Media is entitled to acquire upon
exercise of warrants which are exercisable within 60 days, (iii) 4,500,000 shares of Common
Stock issuable upon conversion of 4,500,000 shares of the Companys Series B Convertible
Preferred Stock, $0.01 par value (Preferred Stock), which are convertible within 60 days and
are held directly by Renova Media, (iv) 8,283,000 shares of Common Stock issuable upon
conversion of 8,283,000 shares of Preferred Stock which are convertible within 60 days, that
Renova Media is entitled to acquire upon exercise of warrants which are exercisable within 60
days, (v) 4,220,879 shares of Common Stock held by Moskovskaya Telecommunikatsionnaya
Corporatsiya (COMCOR), with respect to which Renova Media disclaims beneficial ownership but
that Renova Media may be deemed to beneficially own by reason of Renova Medias ownership of
approximately 49% of COMCOR, and (vi) 817,512 shares of Common Stock with respect to which
Renova Media disclaims beneficial ownership but that Renova Media may be deemed to
beneficially own by reason of irrevocable proxy and power of attorney arrangements (the
Irrevocable Proxy Arrangements) between Renova Media and certain stockholders of the
Company. |
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(2) |
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Includes all of the securities listed in note (1) above, except for 163,503 shares of Common
Stock, which are subject to the Irrevocable Proxy Arrangements, with respect to which Renova
Media does not have any dispositive power and disclaims beneficial ownership. |
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(3) |
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Based upon a total of 28,442,907 shares of Common Stock, which figure is based on the number
of shares of Common Stock outstanding on April 17, 2007, as disclosed by the Company to Renova
Media (13,983,615) and assumes (i) exercise of 1,687,542 warrants beneficially owned by Renova
Media, (ii) conversion of 4,500,000 shares of Preferred Stock beneficially owned by Renova
Media, and (iii) exercise of warrants to acquire 8,283,000 shares of Preferred Stock,
beneficially owned by Renova Media, and conversion of such Preferred Stock into 8,283,000
shares of Common Stock. |
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** |
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The footnotes set forth above are the footnotes applicable to the cover pages for all of the
filing persons included in this Schedule 13D. |
2
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1 |
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NAMES OF REPORTING PERSONS:
Renova Industries Ltd.** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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WC |
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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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Bahamas
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
3
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1 |
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NAMES OF REPORTING PERSONS:
CMCR Management Limited** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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WC |
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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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Bahamas
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
4
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1 |
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NAMES OF REPORTING PERSONS:
Renova Holding Ltd.** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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Bahamas
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
5
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1 |
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NAMES OF REPORTING PERSONS:
ZAO PR Telecom** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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Russian Federation
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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|
o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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|
80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
6
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1 |
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NAMES OF REPORTING PERSONS:
ZAO Pripachkin I Doch** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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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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Russian Federation
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
22,884,017 (1) |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
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|
80.4%(3) |
|
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|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
CO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
7
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1 |
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NAMES OF REPORTING PERSONS:
Yuri Pripachkin** |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
|
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 |
|
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 |
|
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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|
Russian Federation
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7 |
|
SOLE VOTING POWER: |
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|
|
NUMBER OF |
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None |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
22,884,017 (1) |
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|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
None |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
22,720,514 (2) |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
22,884,017 (1) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
80.4%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
IN |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
8
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1 |
|
NAMES OF REPORTING PERSONS:
Columbus Trust** |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): |
|
|
|
Not applicable |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
|
|
|
o |
|
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
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|
Cayman Islands
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER: |
|
|
|
NUMBER OF |
|
None |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER: |
BENEFICIALLY |
|
|
OWNED BY |
|
22,884,017 (1) |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
None |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER: |
|
|
|
|
|
22,720,514 (2) |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
|
|
|
22,884,017 (1) |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
|
|
|
80.4%(3) |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
|
|
|
OO |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
9
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS:
Victor Vekselberg** |
| |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY: |
|
|
|
|
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|
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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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Russian Federation
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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None |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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22,884,017 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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None |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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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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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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80.4%(3) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
** See note marked by two asterisks under the footnotes for Renova Media Enterprises Ltd.
10
CUSIP No. 61945R100
This Amendment No. 10 to Schedule 13D is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, jointly by Renova Media Enterprises Ltd., a Bahamas
corporation formerly known as Columbus Nova Investments VIII Ltd. (Renova Media), Renova
Industries Ltd., a Bahamian corporation (Renova Industries), CMCR Management Limited, a Bahamian corporation (CMCR),
Renova Holding Ltd., a Bahamian Corporation (Renova Holding), ZAO PR Telecom, a Russian joint
stock company, ZAO Pripachkin I Doch, a joint stock company, Yuri Pripachkin, Columbus Trust, a
Cayman Islands trust, and Victor Vekselberg (collectively, the Reporting Persons) and amends and
supplements the below-indicated items from the Schedule 13D filed with the Securities and Exchange
Commission by the Renova Media and Victor Vekselberg on September 23, 2004, and subsequently
amended. This Amendment No. 10 to Schedule 13D includes Renova Industries, CMCR Management
Limited, Renova Holding, ZAO PR Telecom, ZAO Pripachkin I Doch, Yuri Pripachkin and Columbus
Trust as additional Reporting Persons because, by reason of their relationship to Renova Media as
described herein, they may be deemed to be engaging in the pending acquisition, through the Merger,
of all voting securities of the Company not owned by Renova Media, as more fully described in
previous amendments to this Schedule 13D.
Capitalized terms not otherwise defined herein shall have the meaning attributed to such terms
in Amendment No. 9 to the Schedule 13D filed by the Reporting Persons (Amendment No. 9).
TABLE OF CONTENTS
Item 2. Identity and Background.
Item 2 of Schedule 13D is amended and restated in its entirety to provide as follows:
(a)-(c), (f).
(i) This Schedule 13D is filed by the Reporting Persons jointly, pursuant to Powers of Attorney and
the Joint Filing Agreement attached hereto as Exhibit 37, Exhibit 38 and
Exhibit 39, respectively, the content of which is incorporated herein by reference. The
Reporting Persons and their respective business addresses are set forth below:
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(1 |
) |
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Renova Media Enterprises Ltd. |
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2nd Terrace, West Centreville |
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Nassau, Bahamas |
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(2 |
) |
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Renova Industries Ltd. |
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2nd Terrace, West Centreville |
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Nassau, Bahamas |
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(3 |
) |
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CMCR Management Limited |
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Louloupis Court, 2nd Floor |
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3036 Limassol, Cyprus |
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(4 |
) |
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Renova Holding Ltd. |
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2nd Terrace, West Centreville |
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Nassau, Bahamas |
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(5 |
) |
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ZAO PR Telecom |
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Ulitsa Dm. Ulianova 7-A |
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Moscow, Russian Federation, 117036 |
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11
CUSIP No. 61945R100
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(6 |
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ZAO Pripachkin I Doch |
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Neglinnaya Ulitsa, 17 str. 2 |
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Moscow, Russian Federation |
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(7 |
) |
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Yuri Pripachkin |
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Obrastova Ulitsa, 4a |
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Moscow, Russian Federation, 127055 |
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(8 |
) |
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Columbus Trust |
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Pasea Estate, P.O. Box 958 |
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Road Town, Tortola, BVI |
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(9 |
) |
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Victor Vekselberg |
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c/o Renova Management AG |
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Bleicherweg 33 |
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8002 Zurich, Switzerland |
(ii) Set forth below is additional Information about Reporting Persons and, in the case of
Reporting Persons who are entities, their respective officers, directors and supervisory board
members:
(1) Renova Media, a Bahamian corporation, is the telecommunications arm of the Renova Group,
a group of investment companies that is a leading Russian private equity investor (Renova
Group). Renova Media provides cable television, high-speed Internet access and Internet
protocol-based telephony to residential and business customers in the City of Moscow, Russia and Belarus.
(2) Renova Industries, a Bahamian corporation, is a holding company for 51% of the
outstanding voting securities of Renova Media.
(3) CMCR Management Limited, a Bahamian corporation, is a holding company for 49% of the
outstanding voting securities of Renova Media. KPM Invest Ltd. is the sole director of CMCR
Management Limited. The business address of KPM Invest Ltd. is Christodoulou Chadgipavlou
205, Louloupis Court, 2nd Floor, 3036 Limassol, Cyprus. KPM Invest Ltd. is an
entity that provides management services and was formed under the laws of Cyprus.
(4) Renova Holding, a Bahamian corporation, is a holding company for a controlling
interest in the voting securities of Renova Industries Ltd.
(5) ZAO PR Telecom is a Russian joint stock company that, together with ZAO Pripachkin I
Doch, owns a majority of CMCR Management Limiteds outstanding voting securities. Reporting
Person Yuri Pripachkin is the controlling stockholder of ZAO PR Telecom.
(6) ZAO Pripachkin I Doch is a Russian joint stock company that, together with ZAO PR
Telecom, owns a majority of CMCR Management Limiteds outstanding voting securities.
Reporting Person Yuri Pripachkin is the controlling stockholder of ZAO Pripachkin I Doch.
(7) Yuri Pripachkin is a member of the Renova Media Supervisory Board and, indirectly through ZAO PR Telecom and ZAO Pripachkin I Doch, the
controlling stockholder of CMCR. Mr. Pripachkin is the head of the Representative Office of
RME Management Limited, which provides management services to Renova Media affiliates. The
business address of RME Management Limited is Naousis, 1, Karapatakis Building, P.C. 6018,
Larnaca, Cyprus. He is also the President of the Association of Cable TV of Russia, a cable
television industry group, the business address of which is 2 Spasonalivkovskiy pereulok, 6,
Moscow, Russian Federation, 119991. Mr. Pripachkin is a citizen of the Russian Federation.
12
CUSIP No. 61945R100
(8) Columbus Trust, a Cayman Islands trust, is a professional trust services company which, through its trustee,
owns all of the outstanding voting securities of Renova Holding. The sole trustee of
Columbus Trust is TZ Columbus Services Limited. The business address of TZ Columbus
Services Limited is Pasea Estate, P.O. Box 958, Road Town, Tortola, BVI. TZ Columbus
Services Limited is an entity engaged in the business of forming and operating trusts, and
was formed under the laws of the British Virgin Islands.
(9) Victor Vekselberg is
the principal beneficiary of Columbus Trust. Mr. Vekselberg is
the Chairman of the Supervisory Committee and Executive Committee of Renova Group. Mr. Vekselberg is also the Chairman of the Board of United Company, RUSAL, a producer of
aluminum and alumina. The business address of United Company, RUSAL is 13/1, Nikoloyamskaya
Street, Moscow, 109240, Russian Federation. He is also a Member of the Board of Directors of OAO TNK-BP Management, a
petroleum company. The business address for OAO TNK-BP is Arbat
Street 1, Moscow, 119019, Russian Federation.
Mr. Vekselberg is a citizen of the Russian Federation.
(10) Marco Montanari is a member of the Boards of Directors of Renova Media, Renova Holding
and Renova Industries. Mr. Montanari is the President of Helvetic Management
Services Ltd., a management services organization, the business address of which is 2nd
Terrace West, Centreville, Nassau, Bahamas. Mr. Montanari is a citizen of Switzerland.
(11) Shakira Burrows is a member of the Boards of Directors of Renova Media, Renova Holding
and Renova Industries. Ms. Burrows is a Vice-President of Helvetic Management
Services Ltd., the business address of which is 2nd Terrace West, Centreville, Nassau,
Bahamas. Ms. Burrows is a citizen of the Bahamas.
(12) Olivier Chaponnier is a member of the Boards of Directors of Renova Media, Renova
Holding and Renova Industries. Mr. Chaponnier is a Vice President of Helvetic
Management Services Ltd., the business address of which is 2nd Terrace West, Centreville,
Nassau, Bahamas. Mr. Chaponnier is a citizen of Switzerland.
(13) Vladimir Kuznetsov is a member of the Supervisory Board of Renova Media and the Chief
Investment Officer and Member of the Executive Board of Renova Management AG, a provider of
consulting and investment management services. Mr. Kuznetsov is also the Vice
President-Finance of RENOVA Inc. (New York), a provider of consulting and investment
services, and the Chief Executive Officer of Financial Consulting Services LLC, an entity
engaged in operations, consulting, and marketing services. The business address of Renova
Management AG is Bleicherweg 33, 8002 Zurich, Switzerland; the business address of RENOVA
Inc. (New York) is 153 E 53rd Street, 58th
Floor, New York, NY 10022; and the
business address of Financial Consulting Services LLC is Bld. 1, 4 Schipok Street, 115093
Moscow, Russian Federation. Mr. Kuznetsov is a citizen of the Russian Federation.
(14) Vladimir
Kremer is a member of the Renova Media Supervisory Board and is the
Director of Marketing and Sales of United Company RUSAL, a producer of aluminum and aluminum
products. The business address of United Company RUSAL is 13/1,
Nikoloyamskaya Str., Moscow, 109240, Russian Federation. Mr. Kremer is a citizen of the
Russian Federation.
(15) Oleg Alekseev is a member of the Renova Media Supervisory Board and a Director,
Corporate Projects of the Institute for Corporate Development, a public relations and
government liaison firm. The business address of the Institute for Corporate Development is
Bld. 2, 18 Schipok Street, 115093 Moscow, Russian Federation. Mr. Alekseev is a citizen of the Russian Federation.
13
CUSIP No. 61945R100
(16) Anna Petrovna Derkach is a member of the Renova Media Supervisory Board, a General
Director and Accountant General of ZAO Pripachkin I Doch, and the accountant general of ZAO
PR Telecom. Ms. Derkach is also a general director of Calculation center Practic, an
accounting records maintenance firm, the business address of which is Ulitsa 2 Hutorskaya
19/13, str. 2 Moscow, Russian Federation. Ms. Derkach is a citizen of the Russian
Federation.
(17) Carl Stadelhofer is a director of Renova Holding and Renova Industries. Mr.
Stadelhofer is an attorney at RKS Rinderknecht Klein & Stadelhofer, a law firm, the business
address of which is Beethovenstrasse 7, CH-8022 Zurich, Switzerland. Mr. Stadelhofer is also
Chief Legal Counsel of Renova Management AG, Bleicherweg 33, CH-8002 Zurich, Switzerland.
Mr. Stadelhofer is a citizen of Switzerland.
(18) Alexey Vadimovich Filatov is a general director of ZAO PR Telecom. Mr. Filatov is a
citizen of the Russian Federation.
(19) Helene Anne Lewis is director TZ Columbus Services Limited. Ms. Lewis also serves as
Senior Partner, SimonetteLewis, a law firm, the business address of which is Unit Two Mill
Mall Road Town Tartola VG 1110, British Virgin Islands. Ms. Lewis is a citizen of Trinidad
& Tobago.
(20) Felix Bänninger is a director of TZ Columbus Services Limited. Dr. Bänninger is also a
Partner at Treuco Trust Company, a trust business. The business address of Treuco Trust
Company is Claridenstrasse 25, 8002 Zurich/Switzerland. Dr. Bänninger is a citizen of
Switzerland.
(21) Eugenia Yiallourou is a director of KPM Invest Ltd. Ms. Yiallourou is also a director
of KPM Consulting Ltd., a provider of management services, the business address of which is
Christodoulou Chadgipavlou 205, Louloupis Court, 2nd Floor, 3036 Limassol,
Cyprus, Ms. Yiallourou is a citizen of Cyprus.
(22) Chryso Ioannou Panayi is a director of KPM Invest Ltd. Mr. Panayi is also a director
of KPM Consulting Ltd., the business address of which is Christodoulou Chadgipavlou 205,
Louloupis Court, 2nd Floor, 3036 Limassol, Cyprus. Mr. Panayi is a citizen of
Cyprus.
(23) Antri Zavrou is a director of KPM Invest Ltd. Mr. Antri is a citizen of Cyprus.
(d). During the last five years, neither any Reporting Person nor any of the executive officers or
directors or supervisory board members of any Reporting Person that is an entity, has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e). During the last five years, neither any Reporting Person nor any of the executive officers or
directors or supervisory board members of any Reporting Person that is an entity, has been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
14
CUSIP No. 61945R100
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
(i) Limited Financing Commitment.
On
April 17, 2007, Renova Media provided a written commitment to the Company (the New Commitment) that Renova Media or one of its affiliates will provide the Company and/or its
subsidiaries with sufficient capital to ensure that the Companys operations will continue
uninterrupted for a period of one year after the date on which the Company files its Form 10-K for
the period ending December 31, 2006. The New Commitment does not specify the amount of capital to
be provided or the terms on which such capital will be provided. The New Commitment was
accompanied by a letter, also dated April 17, 2007, from Renova Industries, Renova Medias majority
shareholder, in which Renova Industries guarantees the commitment of Renova Media in the New
Commitment.
The New Commitment and any similar commitment that Renova Media may, in its discretion, decide
to provide pending the consummation of the Merger contemplated by the Merger Agreement are
independent of the provisions of the Merger Agreement, the $28,500,000 Facility Agreement and the
Bridge Facility Agreement (described in greater detail in Amendment No. 9).
(ii) Termination of Shareholders Agreement.
On April 23, 2007, Renova Media and Moskovskaya Telecommunikatsionnaya Corporatsiya
(COMCOR), a holder of 4,220,879 shares of Company Common Stock, entered into an agreement dated April 17, 2007 (the
Termination Agreement) confirming that, as of June 7, 2006 (the Effective Date), the date on
which Renova Media acquired a controlling interest in COMCOR (recently reduced to an approximately
49% interest, though Renova Media anticipates acquiring additional shares of capital stock of
COMCOR in a private placement in May 2007 such that Renova Media will again have a controlling
interest in COMCOR), the Shareholders Agreement dated August 26, 2004 between Renova Media (then
known as Columbus Nova Limited VIII Ltd.) and COMCOR (the Comcor Shareholders Agreement), which
Comcor Shareholders Agreement was attached as Exhibit 5 to the Schedule 13D filed by the Reporting
Persons on September 23, 2004, would no longer be operative and terminated as of the Effective
Date. A copy of the Termination Agreement is attached hereto as Exhibit 40 and is
incorporated herein by reference. The foregoing summary of the Termination Agreement is qualified
in its entirety by the full text of Exhibit 40.
As a result of the termination of the Comcor Shareholders Agreement, provisions of the
Shareholders Agreement In Respect of Renova Media Enterprises Ltd. between Renova Industries, CMCR
and Renova Media, dated April 19, 2006 relating to Renova Medias shareholdings of the Company
became applicable as of the Effective Date. Under such Shareholders Agreement, as amended and
restated on October 20, 2006 (the RI/CMCR Agreement), Renova Industries has the right to appoint
a majority, and CMCR has the right to designate a minority, of the members of Renova Medias
supervisory board, and the board of directors of Renova Media must include at least one Renova
Industries designee and one CMCR designee. In addition, certain actions by Renova Media relating
to the Company, including any transaction between Renova Media and the Company or any vote by
Renova Media of its shares of Company capital stock, requires the approval (subject to a specified
deadlock resolution mechanism) of both Renova Industries and CMCR, Renova Medias sole
shareholders, or all members present at a Renova Media supervisory board meeting at which there is
a quorum (which requires the presence of at least two Renova Industries designees and one CMCR
designee), subject, in all cases of decisions by the supervisory board as to these matters, to that
decision being conveyed to Renova Medias board of directors, which is responsible for the
supervision and management of Renova Media on all matters not falling under the authority of Renova
Medias shareholders and which requires the presence of at least one Renova Industries designee and
one CMCR designee for quorum purposes. A copy of the RI/CMCR Agreement is attached hereto as
Exhibit 41 and is incorporated herein by reference. The foregoing summary of the RI/CMCR
Agreement is qualified in its entirety by the full text of Exhibit 41.
15
CUSIP No. 61945R100
Item 7. Material to be filed as Exhibits
Item 7 is hereby amended and supplemented to include the following exhibits, filed
herewith:
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Exhibit 37
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Power of Attorney signed by Renova Media Enterprises Ltd.,
Renova Industries Ltd., Renova Holdings Ltd., Columbus Trust
and Victor Vekselberg, authorizing Vladimir Kuznetsov, Evgenia
Loewe and Andrey Osipov to sign this Schedule 13D and any
amendments hereto on their behalf. |
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|
Exhibit 38
|
|
Power of Attorney dated April 20, 2007, signed by CMCR
Management Limited, ZAO PR Telecom, ZAO Pripachkin I Doch and
Yuri Pripachkin, authorizing Anna Derkach and Yana Davydkina to
execute this Schedule 13D and any amendments hereto on their
behalf. |
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Exhibit 39
|
|
Joint Filing Agreement dated as of the date hereof by and among
Renova Media Enterprises Ltd., Renova Industries Ltd., CMCR
Management Limited, Renova Holding Ltd., ZAO PR Telecom, ZAO
Pripachkin I Doch, Yuri Pripachkin, Columbus Trust and Victor
Vekselberg. |
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Exhibit 40
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Termination Agreement between Renova Media Enterprises Ltd. and
Moskovskaya Telecommunikatsionnaya Corporatsiya, dated April 17, 2007. |
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Exhibit 41
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Amended and Restated Shareholders Agreement In Respect of
Renova Media Enterprises, Ltd. between Renova Industries Ltd.,
CMCR Management Limited and Renova Media Enterprises Ltd.,
dated October 20, 2006. |
16
CUSIP No. 61945R100
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the
information in this statement is true, complete and correct.
Dated: April 24, 2007
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RENOVA MEDIA ENTERPRISES LTD. |
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By:
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/s/ Evgenia Loewe |
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Name:
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Evgenia Loewe |
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Title:
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Attorney-in-Fact |
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RENOVA INDUSTRIES LTD. |
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By:
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/s/ Evgenia Loewe |
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Name:
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Evgenia Loewe |
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Title:
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Attorney-in-Fact |
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CMCR MANAGEMENT LIMITED |
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By:
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/s/ Yana Davydkina |
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Name:
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Yana Davydkina |
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Title:
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Attorney-in-Fact |
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RENOVA HOLDING LTD. |
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By:
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/s/ Evgenia Loewe |
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Name:
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Evgenia Loewe |
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Title:
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Attorney-in-Fact |
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ZAO PR TELECOM |
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By:
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/s/ Yana Davydkina |
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Name:
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Yana Davydkina |
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Title:
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Attorney-in-Fact |
17
CUSIP No. 61945R100
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ZAO PRIPACHKIN I DOCH |
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By:
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/s/ Yana Davydkina |
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Name:
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Yana Davydkina |
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Title:
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Attorney-in-Fact |
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YURI PRIPACHKIN |
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By:
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/s/ Yana Davydkina |
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Name:
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Yana Davydkina |
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Title:
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Attorney-in-Fact |
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COLUMBUS TRUST |
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By:
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/s/ Evgenia Loewe |
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Name:
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Evgenia Loewe |
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Title:
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Attorney-in-Fact |
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VICTOR VEKSELBERG |
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By:
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/s/ Evgenia Loewe |
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Name:
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Evgenia Loewe |
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Title:
|
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Attorney-in-Fact |
18