SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
SCHEDULE 13D
(Amendment No. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Moscow CableCom Corp.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
033 501 107
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(CUSIP Number)
Ivan Isakov
C/o Columbus Nova Investments VIII Ltd.
590 Madison Avenue
38th Floor
New York, NY 10022
(212) 838-3330
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2005
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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 person's
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 (the "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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CUSIP No. 033 501 107 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Columbus Nova Investments VIII Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 17,003,879
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
12,783,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,003,879(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.77% (2)
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14 TYPE OF REPORTING PERSON
CO
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1 Includes: (i) Shares issuable upon conversion of 4,500,000
shares of Series B Convertible Preferred Stock ("Preferred
Stock"), (ii) Shares issuable upon conversion of 8,283,000
shares of Preferred Stock that Columbus Nova Investments VIII
Ltd. is entitled to acquire upon exercise of Warrants and
(iii) 4,220,879 Shares that the Reporting Person may be deemed
to beneficially own by reason of a Shareholders Agreement
between Columbus Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya dated August 26, 2004, as
amended, with respect to which the Reporting Person disclaims
beneficial ownership. Excludes 1,000,403 Shares that the
Reporting Person may be deemed to beneficially own by reason
of irrevocable proxy and power of attorney arrangements
between Columbus Nova Investments VIII Ltd. and certain
stockholders of the Company, with respect to which the
Reporting Person disclaims beneficial ownership.
2 Based upon a total of 21,585,541 Shares of Common Stock
outstanding, which figure is based on the number of Shares
outstanding as of January 14, 2005, as disclosed by the issuer
to the Reporting
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CUSIP No. 033 501 107 13D Page 4 of 7 Pages
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1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Victor Vekselberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Russian
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 17,003,879
WITH ------------------------------------------------------
9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
12,783,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,003,879(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.77%(4)
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14 TYPE OF REPORTING PERSON
IN
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Person (8,802,541 Shares) and assuming (i) the conversion of
all of the 4,500,000 shares of Preferred Stock outstanding and
(ii) the exercise in full of all of the warrants to purchase
8,283,000 shares of Preferred Stock and conversion of all of
the shares of Preferred Stock acquired pursuant to the exercise
of these warrants.
3 Includes: (i) Shares issuable upon conversion of 4,500,000
shares of Preferred Stock, (ii) Shares issuable upon conversion
of 8,283,000 shares of Preferred Stock that Columbus Nova
Investments VIII Ltd. is entitled to acquire upon exercise of
Warrants and (iii) 4,220,879 Shares that the Reporting Person
may be deemed to beneficially own by reason of a Shareholders
Agreement between Columbus Nova Investments VIII Ltd. and
Moskovskaya Telecommunikatsionnaya Corporatsiya dated August
26, 2004, as amended, with respect to which the Reporting
Person disclaims beneficial ownership. Excludes 1,000,403
Shares that the Reporting Person may be deemed to beneficially
own by reason of irrevocable proxy and power of attorney
arrangements between Columbus Nova Investments VIII Ltd. and
certain stockholders of the Company, with respect to which the
Reporting Person disclaims beneficial ownership.
4 Based upon a total of 21,585,541 Shares of Common Stock
outstanding, which figure is based on the number of Shares
outstanding as of January 14, 2005, as disclosed by the issuer
to the Reporting Person (8,802,541 Shares) and assuming (i)
the conversion of all of the 4,500,000 shares of Preferred
Stock outstanding and (ii) the exercise in full of all of the
warrants to purchase 8,283,000 shares of Preferred Stock and
conversion of all of the shares of Preferred Stock acquired
pursuant to the exercise of these warrants.
Item 1. Security and Issuer.
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This Amendment No. 2 relates to the shares of common stock, par value
$0.01 per share (the "Shares"), of Moscow CableCom Corp., a Delaware
corporation formerly known as Andersen Group, Inc. (the "Company"). This
statement amends the initial statement on Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission on September 23, 2004 (the
"Initial Schedule"). All capitalized terms used in this statement and
otherwise undefined shall have the meanings ascribed in the Initial Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the
Securities Exchange Act of 1934, as amended, by the reporting persons. It
shall refer only to information that has materially changed since the filing
of the Schedule.
Item 2. Identity and Background.
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This statement is being filed jointly by Columbus Nova Investments
VIII Ltd., a Bahamas corporation ("CNI"), and Mr. Victor Vekselberg, who is a
Russian citizen ("Mr. Vekselberg," and, together with CNI, the "Reporting
Persons"). Mr. Vekselberg and entities related to him beneficially own a
majority of the share capital of CNI.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
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Amendment No. 3 to Shareholders Agreement
On August 15, 2005, COMCOR and CNI entered into Amendment No. 3 to
the Shareholders Agreement ("Amendment No. 3") to memorialize their additional
agreements with respect to the management of CCTV. Amendment No. 3 amends
Section 6(e) of the Shareholders Agreement, pursuant to which CNI and COMCOR
have agreed that, for so long as they each own at least 15% of the Voting
Stock, they will seek to agree on certain matters, including the appointment
of a general director of CCTV. Amendment No. 3 amends Section 6(e) to remove
the reference of CNI and COMCOR seeking to agree on the appointment of a
general director of CCTV.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Joint Filing Agreement dated September 23, 2004, between
Columbus Nova Investments VIII Ltd. and Victor Vekselberg.*
Exhibit 2.1 Subscription Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moscow CableCom
Corp.*
Exhibit 2.2 Amendment No. 1 to the Subscription Agreement, dated as of
December 1, 2004.**
Exhibit 3 Warrant Agreement dated January 13, 2005, between Columbus
Nova Investments VIII Ltd. and Moscow CableCom Corp.**
Exhibit 4.1 Shareholders Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya.*
Exhibit 4.2 Amendment No. 1 to the Shareholders Agreement dated as of
December 1, 2004.**
Exhibit 4.3 Amendment No. 2 to Shareholders Agreement dated December 30,
2004.**
Exhibit 4.4 Amendment No. 3 to Shareholders Agreement dated December 30,
2004.
Exhibit 5 Agreement dated August 26, 2004, between Columbus Nova
Investments VIII Ltd. and each of Warren Mobley, Donald
Miller-Jones, Charles Roberts and Dr. Ali Mohamed Ahmed.*
Exhibit 6 Registration Rights Agreement dated December 13, 2004,
between Columbus Nova Investments VIII Ltd. and Moscow
CableCom Corp.**
Exhibit 7.1 Letter Agreement between Columbus Nova Investments VIII Ltd.
and Oliver R. Grace. Jr.*
Exhibit 7.2 Letter Agreement between Columbus Nova Investments VIII Ltd.
and James J. Pinto.*
Exhibit 8 Power of Attorney dated September 23, 2004.*
Exhibit 9 Equity Loan Agreement dated January 4, 2005, by and between
Columbus Nova Investments VIII Ltd. and Renova Industries
Ltd.**
Exhibit 10 Promissory Note dated January 4, 2005, made by Columbus Nova
Investments VIII Ltd. to the order of Renova Industries
Ltd.**
Exhibit 11.1 Irrevocable Proxy and Power of Attorney dated as of December
1, 2004, by and among Columbus Nova Investments VIII Ltd.,
Oliver R. Grace, The Anglo American Security Fund, L.P. and
Francis E. Baker.**
Exhibit 11.2 Irrevocable Proxy and Power of Attorney between Columbus
Nova Investments VIII Ltd. and Field Nominees Limited.**
Exhibit 11.3 Form of Irrevocable Proxy and Power of Attorney between
Columbus Nova Investments VIII Ltd. and each of the
stockholders of Moscow CableCom Corp. set forth in Annex A
to Exhibit 11.2.**
* Previously filed as an exhibit to the Initial Schedule, filed with the
Commission on September 23, 2004. ** Previously filed as an exhibit to the
Amendment No. 1 to the Initial Schedule filed with the Commission on January
18, 2005
SIGNATURES
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: August 22, 2005
COLUMBUS NOVA INVESTMENTS VIII LTD.
By: /s/ Andrew Intrater
-------------------------------
Name: Andrew Intrater
Title: Attorney-in-Fact
VICTOR VEKSELBERG
By: /s/ Andrew Intrater
-------------------------------
Name: Andrew Intrater
Title: Attorney-in-Fact
Exhibit 4.4
AMENDMENT NO. 3 TO
SHAREHOLDERS AGREEMENT
This AMENDMENT NO. 3 (this "Amendment") with respect to the
Shareholders Agreement (the "Agreement") dated August 26, 2004, between
Moskovskaya Telecommuni-katsionnaya Corporatsiya, an open joint stock company
organized under the laws of the Russian Federation ("COMCOR"), and Columbus
Nova Investments VIII Ltd., a Bahamas company ("CNI" and together with COMCOR,
the "Parties" and each individually, a "Party"), as amended on August 26, 2004
and December 30, 2004, is made and entered into by the Parties as of August
15, 2005. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.
WHEREAS, the Parties would like to amend the Agreement to memorialize
their additional agreements with respect to the management of CCTV.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the Parties agree as
follows:
1. Amendment
Section 6(e)(v) of the Agreement is hereby amended by deleting the phrase "and
new General Director of CCTV." The amended Section 6(e)(v) will state "(v)
appointment of a new Chief Executive Officer of MOCC;".
2. Governing Law and Language
This Amendment shall be governed by and construed in accordance with the laws
of the State of New York without giving effect to any choice or conflict of
law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York. This Amendment is written in English, and
the notarized Russian language translation is provided only for the
convenience of the parties. In the case of inconsistency or is-sues of
interpretation between the English and Russian texts, the English text shall
control.
3. Counterparts
This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA
By
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Name:
Title:
COLUMBUS NOVA INVESTMENTS VIII LTD.
By
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Name:
Title: