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CUSIP NO. 61945R 100 UNITED STATES SCHEDULE 13D (Name, Address and Telephone Number of Person 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), 230.13d-1(f) or 240.13d-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 §240.13d-7(b) for other parties to whom copies are to be
sent. The
information required on the remainder of this cover page shall not be deemed to
be "filed" for purposes 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). (1) Name of Reporting Persons. (2) Check
the Appropriate Box if a Member of a Group (See Instructions) (3) SEC
Use Only (4) Source
of Funds (See Instructions): OO (5) Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) [
] (6) Citizenship or
Place of Organization: Number of Shares (7) Sole Voting Power:________________________________21,855 (11)
Aggregate Amount
Beneficially Owned by Each Reporting (12) Check if the Aggregate Amount in Row (11)
Excludes (13) Percent of Class
Represented by Amount in Row (11): 54.2% (14) Type
of Reporting Person (See Instructions): 2 (1)
Name of Reporting Persons. (2) Check
the Appropriate Box if a Member of a Group (See Instructions) (3) SEC
Use Only (4) Source
of Funds (See Instructions): OO (5) Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [ ] (6) Citizenship or
Place of Organization: Number of Shares (7) Sole Voting Power:_______________________________694,427 (11) Aggregate Amount
Beneficially Owned by Each Reporting (12)
Check if the Aggregate Amount in Row
(11) Excludes (13)
Percent of Class Represented by
Amount in Row (11): 61.4% (14) Type
of Reporting Person (See Instructions): 3 This
Amendment No.1 to Schedule 13D (the "Amendment") amends the Schedule 13D filed
by Francis E. Baker and Oliver R. Grace, Jr. on March 4, 2004 (the "Schedule
13D"). Item 1. Security and Issuer. This Statement relates to the common
stock, par value $.01 per share (the "Common Stock") of Moscow
CableCom Corp. (formerly Andersen Group, Inc.), a Delaware corporation (the
"Issuer"), whose principal executive offices are located at 405 Park
Avenue, Suite 1202, New York, NY 10022. Item 2. Identity
and Background. This
Statement is being filed by Francis E. Baker and Oliver R. Grace, Jr. (a)
Name: Francis E. Baker ("Baker"). (a)
Name: Oliver R. Grace, Jr. ("Grace"). 4 Item
3. Source and Amount of
Funds or Other Consideration. Of the securities reported in Item 5 below,
Messrs. Baker and Grace acquired beneficial ownership of 220,879 shares on
September 20, 2004 pursuant to the terms of the COMCOR Voting Agreement
described in Item 6 below. No money was
paid by Messrs. Baker and Grace in connection with acquiring beneficial
ownership of such shares. Item
4. Purpose of Transaction. Messrs. Baker and Grace acquired the securities
reported in Item 5 over which they have sole voting and sole dispositive power
for investment purposes. Except as described in Item 6
below, Messrs. Baker and Grace have no present plans or proposals which relate
to or would result in any of the following:
(i) the acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iv) any change in
the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing
vacancies on the Issuer's board of directors; (v) any material change in the
present capitalization or dividend policy of the Issuer; (vi) any other
material change in the business or corporate structure of the Issuer; (vii) any
change in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(x) any action similar to any of those enumerated above. Item 5. Interest
in Securities of the Issuer. (a)
Aggregate number and percentage of Common Stock beneficially owned as of
the date hereof: Mr. Baker beneficially owns in the aggregate
4,781,978 shares of Common Stock, or approximately 54.2% of the outstanding
shares of Common Stock and Mr. Grace beneficially owns in the aggregate
5,454,551 shares of Common Stock, or approximately 61.4% of the outstanding
shares of Common Stock. 5 (b) Sole and shared voting power and sole and shared
dispositive power. Sole Power to Vote or Direct the Vote(1) Shared Power to Vote or Direct the Vote(2)(3) Sole Power to Dispose or Direct the
Disposition Shared Power to Dispose or Direct the
Disposition Mr. Baker 21,855 4,760,123 4,781,978 0 Mr. Grace 694,427 4,760,124 5,454,551 0 (1) Includes, with respect to Mr. Baker, 21,855 shares of Common
Stock and, with respect to Mr. Grace, 82,585 shares of Common Stock that are
deemed beneficially owned within the meaning of Rule 13d-3(d)(1) of the
Exchange Act because such shares may be acquired by Mr. Baker or Mr. Grace, as
the case may be, within sixty days of the date of this filing through the
exercise of an option, warrant, or right or through the conversion of another
security of the Issuer. The power to
vote or to direct the vote as to these shares of Common Stock, and in the case
of Mr. Grace, an additional 611,843 shares of Common Stock, is not shared under
the "COMCOR Voting Agreement" or the "CNI Voting Agreement" (as defined and
described in Item 6 below). Mr. Baker
also has sole voting power with respect to an additional 166,550 shares of
Common Stock and Mr. Grace has sole voting power with respect to an additional
384,944 shares of Common Stock to the extent that such shares of Common Stock
are voted with respect to matters not encompassed by the COMCOR Voting
Agreement or the CNI Voting Agreement.
For a description of the matters encompassed by the COMCOR Voting
Agreement and the CNI Voting Agreement, see Item 6 below. (2) Includes, with
respect to Mr. Baker, 166,550 shares of Common Stock and, with respect to Mr.
Grace, 384,944 shares of Common Stock, beneficially owned by Mr. Baker or Mr.
Grace, as the case may be, to the extent that such shares of Common Stock are
voted with respect to matters encompassed by the COMCOR Voting Agreement or the CNI Voting Agreement. For a description
of the matters encompassed by the COMCOR Voting Agreement and the CNI Voting
Agreement, see Item 6 below. (3) Includes 4,220,879
shares of Common Stock held by COMCOR.
See "COMCOR Voting Agreement" in Item 6 below. (c) Transactions effected during the past sixty
days. Other than the shares of
Common Stock of the Issuer that Messrs. Baker and Grace acquired as described
in Item 3 above, there were no transactions by Mr. Baker or Mr. Grace in the
Issuer's Common Stock during the sixty days prior to September 20, 2004, other
than the receipt by Mr. Grace of a stock award from the Issuer of 12,000 shares
of Common Stock on August 15, 2004. 6 (d)
No person other
than Messrs. Baker and Grace is known to have the right to receive or direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock of the Issuer included in Item 5(a) above. (e)
Date on which
Messrs. Baker and Grace ceased to be the beneficial owners of more than 5% of the
Common Stock of the Issuer: Not
Applicable. Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer. COMCOR Voting Agreement.
Messrs. Baker and Grace, Moskovskaya Telecommunikatsionnaya Corporatsiya
("COMCOR") and the Issuer are parties to a Voting Agreement made and entered
into as of February 23, 2004 (the "COMCOR Voting Agreement"), which is attached
as Exhibit 2 to the Schedule 13D and incorporated herein by reference. The COMCOR Voting Agreement was entered in
connection with the acquisition by the Issuer on February 24, 2004 of the
shares of ZAO ComCor-TV ("CCTV") owned by COMCOR in exchange for 4,000,000
shares of Common Stock of the Issuer. The COMCOR Voting Agreement requires COMCOR and
Messrs. Baker and Grace to vote their shares in favor of causing and
maintaining the size of the Company's Board of Directors at seven (7) and to
vote for the three (3) nominees for the Board of Directors of the Company
nominated by COMCOR and the four (4) nominees for the Board of Directors of the
Company nominated by Messrs. Baker and Grace.
Currently, there are nine (9) persons serving on the Issuer's Board of
Directors. The COMCOR Voting Agreement
also provides that the parties thereto will vote their shares together in the
manner unanimously agreed among them on certain fundamental corporate
transactions, or to abstain from voting if they have not unanimously agreed on
how to vote their shares on such matters. The COMCOR Voting Agreement terminates pursuant
to its terms on the earlier of: (a) the mutual agreement of COMCOR and Messrs.
Baker and Grace to terminate the Voting Agreement; (b) COMCOR's percentage
ownership of the Issuer's Common Stock falling below 5% of the outstanding
Common Stock; (c) Messrs. Baker and Grace's joint percentage ownership of the
Issuer's Common Stock falling below 5% of the outstanding Common Stock; (d) the
execution of a New Voting Agreement (defined as a new voting agreement that may
be signed when third party financing is arranged for the Issuer that calls for
the issuance of at least 10% of the Issuer's then issued and outstanding
stock); or (e) December 31, 2006. COMCOR, Mr. Baker and
Mr. Grace have entered a Termination Agreement dated August 26, 2004 (the
"Termination Agreement"), a copy of
which is attached as Exhibit 1 to this Amendment and which is
incorporated herein by reference. The
Termination Agreement provides that if the transactions contemplated in the Series B
Subscription Agreement, as defined and described under "CNI Voting Agreements"
6 below, are consummated as planned, the COMCOR Voting Agreement will
terminate. 7 On September 20, 2004, the Issuer issued
220,879 shares of its Common Stock to COMCOR in exchange for 2,121
shares of the preferred stock of CCTV which COMCOR had recently acquired in
satisfaction of a liability of CCTV to COMCOR of approximately $1,380,000. Such shares became subject to the COMCOR
Voting Agreement upon their issuance. Each of Messrs. Baker and Grace and the Issuer
have entered an Amended and Restated Registration Rights Agreement as of the
first day of July 2002 (the "MBC Registration Rights Agreement"), which is
attached as Exhibit 3 to the Schedule 13D and incorporated herein by reference. The MBC Registration Rights Agreement gives
Messrs. Baker and Grace and other parties to the MBC Registration Rights
Agreement certain rights to require the Issuer to register for resale under the
Securities Act of 1933 the shares of the Issuer acquired by them in the MBC
Share Acquisition. Neither of Messrs.
Baker and Grace has any present plans as to the
timing, manner and/or amount of any sales upon effectiveness of such a
registration statement. CNI Voting Agreements. On
August 26, 2004, the Issuer and Columbus Nova Investments VIII Ltd., a Bahamian
company ("CNI"), entered into a Series B Convertible Preferred Stock
Subscription Agreement (the "Series B Subscription Agreement"), a copy of which
is attached as Exhibit 2 to this Amendment and which is incorporated
herein by reference. The Series B
Subscription Agreement is subject, among other things, to approval by the
stockholders of the Issuer. If the
transactions contemplated in the Series B Subscription Agreement are
consummated as planned, among other matters, (a) CNI will purchase from the
issuer 4,500,000 shares of Series B Preferred Stock; (b) the issuer will issue
to CNI warrants to purchase an additional 8,283,000 shares of Preferred Stock
pursuant to a warrant agreement to be entered into by the issuer and CNI concurrently
with the closing of the transactions contemplated by the Series B Subscription
Agreement; and (c) certain related transactions. In order to facilitate the
consummation of the transactions contemplated by the Series B Subscription
Agreement, CNI and Mr. Baker and CNI and Mr. Grace entered into separate voting
agreements dated August 26, 2004 (the "CNI Voting Agreements") copies of which
are attached as Exhibit 3 and Exhibit 4, respectively, to this
Amendment and which are incorporated herein by reference. CNI did not pay Mr. Baker or Mr. Grace any
money in connection with the execution and delivery of the CNI Voting
Agreements. Under the CNI Voting
Agreements, Mr. Baker has agreed to vote 134,301 shares of Common Stock
beneficially owned by him and Mr. Grace has agreed to vote 183,486 shares of
Common Stock beneficially owned by him in favor of any matter that could
reasonably be expected to facilitate the transactions contemplated in the
Series B Subscription Agreement, including (a) the amendment of the Issuer's
Certificate of Incorporation to permit the issuance of the Series B Preferred
Stock and the Common Stock issuable upon its conversion and (b) the amendment
of the Issuer's 2003 Stock Option Plan to permit the issuance of certain stock
options contemplated by the Series B Subscription Agreement. Under the CNI Voting Agreements, Messrs.
Baker and Grace each have also agreed to vote such shares beneficially owned by
them against approval of any proposal made in opposition to, or in competition
with, 8 the consummation of the transactions contemplated by the Series B
Subscription Agreement and against any other action that is intended, or could
be reasonably be expected, to impede, interfere with, delay, postpone,
discourage, or adversely affect such transactions. Messrs. Baker and Grace have each granted CNI an irrevocable
proxy to vote such shares of Common Stock beneficially owned by them as
described in the preceding sentences.
In addition, Messrs. Baker and Grace have each agreed to refrain from
transferring any of such shares of Common Stock beneficially owned by them
without the prior consent of CNI, other than to specified related transferees
that agree to be bound by the respective CNI Voting Agreements. The CNI Voting Agreements will each terminate
upon the earliest to occur of (a) the valid termination of the Series B
Subscription Agreement in accordance with its terms, (b) the consummation
of the transactions contemplated in the Series B Subscription Agreement,
(c) February 28, 2005, or (d) the written agreement of CNI and Mr.
Baker and Mr. Grace, respectively, to that effect. Item 7. Material to be Filed as
Exhibits. Exhibit 1. Termination Agreement by and between Moskovskaya
Telecommunikatsionnaya Corporatsiya, Oliver Grace, Jr., Exhibit 2. Series B Convertible Preferred Stock Subscription Agreement
by and between Moscow CableCom Corp. and Exhibit 3. Voting Agreement between Frances E.
Baker and Columbus Nova Investments VIII Ltd., dated August 26, 2004. Exhibit 4. Voting Agreement between Oliver Grace
Jr. and Columbus Nova Investments VIII Ltd., dated August 26, 2004. 9 SIGNATURES After reasonable inquiry and to the
best of our knowledge and belief, we certify that the information set forth in
this statement is true, complete and correct. Dated: October 13, 2004 /s/
Francis E. Baker
/s/
Oliver R. Grace, Jr. 10
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
55 Bath Crescent Lane
Bloomfield, CT 060002
(860) 242-0004
Authorized to Receive Notices and
Communications)
I.R.S.
Identification Nos. of above persons (entities only).
Francis E.
Baker
(a) [ ]
(b) [√]
Citizen of
United States of America
Beneficially Owned (8) Shared
Voting Power:___________________________4,760,123
By Each Reporting (9) Sole
Dispositive Power:__________________________4,781,978
Person With (10) Shared Dispositive Power:_______________________________0
Person:
4,781,978
Shares
Certain Shares (See
Instructions): [ ]
IN
I.R.S.
Identification Nos. of above persons (entities only).
Oliver R.
Grace, Jr.
(a) [ ]
(b) [√]
Citizen of
United States of America
Beneficially Owned (8) Shared
Voting Power:___________________________4,760,124
By Each Reporting (9) Sole
Dispositive Power:______________________ ___5,454,551
Person With (10) Shared Dispositive Power:_______________________________0
Person:
5,454,551
Certain Shares (See
Instructions): [ ]
IN
(b)
Business
Address: 5 Waterside Crossing, Windsor
CT, 06095.
(c)
Present Principal
Occupation: Secretary and a director of the Issuer.
(d)
During the past
five years, Mr. Baker not been convicted in any criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(e)
During the past
five years, Mr. Baker has not been a party to any civil proceeding of a
judicial or administrative body
of competent jurisdiction, as a result of which
Mr. Baker was or is subject to any 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.
(f)
Citizen of the
United States of America.
(b)
Business Address:
55 Brookville Road, Glen Head, NY 11545.
(c)
Present Principal
Occupation: Chairman, President, Chief Executive Officer and a director of the
Issuer.
(d)
During the past
five years, Mr. Grace not been convicted in any criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(e)
During the past five years, Mr. Grace has not been a party to any civil
proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which Mr. Grace was or is subject to any
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.
(f)
Citizen of the
United States of America.
Frances E. Baker and
Moscow CableCom Corp., dated August 26, 2004.
Columbus Nova Investments VIII Ltd.,
dated August 26, 2004.
Francis
E. Baker
Oliver
R. Grace, Jr.
TERMINATION AGREEMENT
This TERMINATION AGREEMENT(the "Agreement") is made and entered into as of August 26, 2004, by and among Moskovskaya Telecommunikationnaya Corporatsiya, an open joint stock company organized under the laws of the Russian Federation ("COMCOR"), Oliver Grace, Jr. ("Grace"), and Francis E. Baker ("Baker", and together with COMCOR and Grace, the "Stockholders" and each individually a "Stockholder") and Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company") (the Company and the Stockholders are together referred to in this Agreement as the "Parties" and each individually as a "Party").
WHEREAS, the Parties have entered into a Voting Agreement dated as of February 23, 2004 (the "Voting Agreement") relating to the voting of shares of common stock, par value $0.01 per share of the Company ("Company Common Stock") owned by the Stockholders;
WHEREAS, the Company intends to enter into a Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement") with Columbus Nova Investments VIII Ltd., a Bahamas corporation (the "Investor"), dated as of the date hereof, whereby the Investor will acquire 4,500,000 shares of Series B Convertible Preferred Stock, par value $.01 per share of the Company (the "Series B Preferred Stock"), and the Company and the Investor will enter into a Warrant Agreement, whereby the Investor will acquire warrants that will be initially exercisable for 8,283,000 shares of Series B Preferred Stock (the "Warrant Agreement"); and
WHEREAS, in order to facilitate the entry by the Company and the Investor into the Subscription Agreement and the Warrant Agreement and as a closing condition to the consummation of the transactions contemplated thereby, the Parties agree to terminate the Voting Agreement concurrent with the Closing (as such term is defined in the Subscription Agreement) on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and intending to be legally bound hereby, the Parties agree as follows:
1. Condition Precedent
This Agreement is subject to the condition precedent (the "Condition Precedent") that the Subscription Agreement is entered into and the Closing occurs on or prior to March 31, 2005, or such later date as the Company and the Investor may determine and the Company shall notify the Stockholders.
1
2. Termination of Voting Agreement
2.1. The Parties acknowledge and confirm that the Voting Agreement shall be terminated in its entirety and shall cease to have any force or effect immediately upon the fulfilment of the Condition Precedent (the date on which the Condition Precedent is fulfilled is referred to in this Agreement as the "Termination Date").
2.2. Each of the Parties confirms that from the Termination Date, it shall have no claim outstanding against any other party to the Voting Agreement for breach of the Voting Agreement and each Party waives all and any rights it has to bring a claim after the Termination Date for breach by any other Party of any of the provisions of the Voting Agreement.
3. Severability
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
4. Variation
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties to it. The expression "variation" shall include any variation, supplement, deletion or replacement however effected.
5. Governing law
This Agreement 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.
6. Counterparts
This Agreement 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.
2
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
MOSKOVSKAYA TELECOMMUNIKATIONNAYA CORPORATSIYA
By /s/ Aram Sarkisovich
Grigoryan
Name: Aram Sarkisovich
Grigoryan
Title: General Director
/s/ Oliver R. Grace, Jr.
Oliver Grace, Jr.
/s/ Francis E. Baker
Francis E. Baker
3