sc13dza

0000891618-07-000009.txt : 20070122 0000891618-07-000009.hdr.sgml : 20070122 20070122060833 ACCESSION NUMBER: 0000891618-07-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070122 DATE AS OF CHANGE: 20070122 GROUP MEMBERS: VICTOR VEKSELBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSCOW CABLECOM CORP CENTRAL INDEX KEY: 0000006383 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 060659863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19685 FILM NUMBER: 07542098 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124189600 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ANDERSEN LABORATORIES INC DATE OF NAME CHANGE: 19790828 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Renova Media Enterprises Ltd. CENTRAL INDEX KEY: 0001303199 IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2ND TERRACE WEST CENTREVILLE STREET 2: P.O. BOX N-7755 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: (242) 326-5528 MAIL ADDRESS: STREET 1: 2ND TERRACE WEST CENTREVILLE STREET 2: P.O. BOX N-7755 CITY: NASSAU STATE: C5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Columbus Nova Investments VIII Ltd DATE OF NAME CHANGE: 20040915 SC 13D/A 1 f26578sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza


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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. 8)*

Moscow CableCom Corp.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

61945R100

(CUSIP Number)


Henry Lesser, Esq. DLA Piper US LLP 2000 University Avenue East Palo Alto, California 94303 Telephone: (650) 833-2000		Marjorie Adams, Esq. DLA Piper US LLP 1251 Avenue of the Americas, 29th Floor New York, NY 10020-1104 Phone: (212) 335-4500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 19, 2007

(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-l(e), 240.13d-l(f) or 240.13d-l(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(b) 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 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 “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).


CUSIP No.		61945R100		Page		2		of		7

NAMES OF REPORTING PERSONS:

Renova Media Enterprises Ltd.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Bahamas

SOLE VOTING POWER:

NUMBER OF

None

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

22,884,017(1)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

None

WITH

SHARED DISPOSITIVE POWER:

22,720,514(2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

22,884,017(1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

80.5%(3)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

(1)

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


CUSIP No.		61945R100		Page		3		of		7

shares of the Company’s 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”) that Renova Media may be deemed to beneficially own by reason of a Shareholders Agreement between Renova Media and COMCOR, dated August 26, 2004, as amended (the “Shareholders Agreement”), and as a result of the acquisition by Renova Media of a controlling interest in COMCOR on June 7, 2006, with respect to which Renova Media disclaims beneficial ownership, and (vi) 817,512 shares of Common Stock 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, with respect to which Renova Media disclaims beneficial ownership.

(2)

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.

(3)

Based upon a total of 28,442,907 shares of Common Stock, which figure is based on the number of outstanding shares of Common Stock on January 11, 2007 as disclosed by the Company to Renova Media (13,972,365) 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.


CUSIP No.		61945R100		Page		4		of		7

NAMES OF REPORTING PERSONS:

Victor Vekselberg

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not Applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Russian Federation

SOLE VOTING POWER:

NUMBER OF

None

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

22,884,017(4)

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

None

WITH

SHARED DISPOSITIVE POWER:

22,720,514(5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

22,884,017(4)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

80.5%(6)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


(4)		Includes: (i) 3,375,084 shares of Common Stock held directly by 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


CUSIP No.		61945R100		Page		5		of		7

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 COMCOR that Mr. Vekselberg may be deemed to beneficially own by reason of the Shareholders Agreement, and as a result of the acquisition by Renova Media of a controlling interest in COMCOR on June 7, 2006, with respect to which Mr. Vekselberg disclaims beneficial ownership, and (vi) 817,512 shares of Common Stock that Renova Media may be deemed to beneficially own by reason of the Irrevocable Proxy Arrangements, with respect to which Renova Media disclaims beneficial ownership.

(5)

(6)


CUSIP No.		61945R100		Page		6		of		7

This Amendment No. 8 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”), and Victor Vekselberg (together with Renova Media, the “Reporting Persons”) and amends and supplements the below-indicated items from the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on September 23, 2004, and subsequently amended.

Capitalized terms not otherwise defined herein shall have the meaning attributed to such terms in Amendment #6 to the Schedule 13D filed by the Reporting Persons (“Amendment No. 6”).

Item 3. Source and Amount of Funds or Other Consideration

Reference is made to Item 4 of this Amendment, which is incorporated herein by reference.

Item 4. Purpose of Transaction

Reference is made to the letter dated January 19, 2007 from Renova Media to the Company, a copy of which is attached hereto as Exhibit 29 and which is incorporated by reference herein (the “Revised Proposal Letter”). The funding for the revised acquisition proposal contained in the Revised Proposal Letter is anticipated to be provided by borrowings from Renova Media’s shareholders under a further amendment that would be effected to the Amended and Restated Credit Facility Agreement filed as Exhibit 25 to Amendment No. 6.

On January 19, 2007, the Company issued a press release announcing that the Special Committee of the Company (the “Special Committee”) formed to evaluate and act on the original offer from Renova Media dated November 4, 2006 (filed as Exhibit 24 to Amendment No. 6) had received a revised offer increasing the per share price of the original offer from $10.80 to $12.00. The Company’s press release also stated that there could be no assurance that an agreement on terms satisfactory to the Special Committee would result from its evaluation or negotiation of Renova Media’s proposal or that any transaction recommended by the Special Committee would be completed.

Item 7. Material to be filed as Exhibits

Exhibit 29 Letter from Renova Media to the Special Committee of the Board of Directors of the Company, dated January 19, 2007.


CUSIP No.		61945R100		Page		7		of		7

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: January 22, 2007


RENOVA MEDIA ENTERPRISES LTD.
By:	/s/ Evgenia Loewe
	Name:	Evgenia Loewe
	Title:	Attorney-in-Fact


VICTOR VEKSELBERG
By:	/s/ Evgenia Loewe
	Name:	Evgenia Loewe
	Title:	Attorney-in-Fact

EX-99.29 2 f26578exv99w29.htm EXHIBIT 29 exv99w29

Exhibit 29

January 19, 2007

Special Committee of the
Board of Directors
Moscow CableCom Corp.
590 Madison Avenue
New York, NY 10022

Proposal for a Negotiated Acquisition

Gentlemen:

We refer to our letter dated November 4, 2006 (the “Original Proposal Letter”). All capitalized terms used and not defined in this letter have the meanings assigned to them in the Original Proposal Letter.

This will confirm the advice conveyed to your representative by our representatives earlier today. We have revised Our Proposal by raising the Per Share Price to $12.00. All other provisions of Our Proposal under which the Proposed Merger would be effected are correspondingly revised to reflect a price of $12.00 per share of Common Stock rather than $10.80. We are proposing no other change in any of the other terms or conditions of Our Proposal nor the rationale for Our Proposal, and related statements, contained in the Original Proposal Letter.

Very truly yours,


RENOVA MEDIA ENTERPRISES LTD
By:	Vladimir Kuznetsov
	Name:	Vladimir Kuznetsov
	Title:	Chairman, Supervisory Board

Renova Media Enterprises Ltd.
2^nd Terrace West Centreville,
P.O. Box N-7755,
Nassau, Bahamas

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