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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. 6)*
Moscow CableCom Corp.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
61945R100
(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 |
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 4, 2006
(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(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
purposes 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).
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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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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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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Bahamas
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SOLE VOTING POWER: |
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| NUMBER OF |
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None |
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| SHARES |
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SHARED VOTING POWER: |
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| OWNED BY |
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22,884,017 (1) |
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SOLE DISPOSITIVE POWER: |
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| PERSON |
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None |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (2) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (1) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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81.1% (3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
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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 Company’s Series B Convertible Preferred Stock, $0.01 par value (“Preferred Stock”), |
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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. |
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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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Based upon a total of 28,223,280 shares of Common Stock, which figure is based on the number of outstanding shares of Common Stock on September 29, 2006, as disclosed by the Company to Renova Media (13,752,738) 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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NAMES OF REPORTING PERSONS:
Victor Vekselberg |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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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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SEC USE ONLY: |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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Not Applicable |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Russian Federation
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SOLE VOTING POWER: |
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| NUMBER OF |
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None |
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SHARED VOTING POWER: |
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| OWNED BY |
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22,884,017 (4) |
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SOLE DISPOSITIVE POWER: |
| REPORTING |
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None |
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SHARED DISPOSITIVE POWER: |
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22,720,514 (5) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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22,884,017 (4) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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81.1% (6) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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IN |
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| (4) |
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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 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 |
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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. |
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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 with respect to which Mr. Vekselberg disclaims beneficial ownership. |
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Based upon a total of 28,223,280 shares of Common Stock, which figure is based on the number of outstanding shares of Common Stock on September 29, 2006, as disclosed by the Company to Renova Media (13,752,738) 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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TABLE OF CONTENTS
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) 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 the
below-indicated items from the Schedule 13D filed with the Securities and Exchange Commission (the
“Commission”) by the Reporting Persons on September 23, 2004, and amended on January 18, 2005,
August 23, 2005, June 15, 2006, August 2, 2006 and October 16, 2006.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented to include the following:
Reference
is made to the letter, dated November 4, 2006 (the “Proposal Letter”), delivered by
Renova Media to Moscow CableCom Corp. (the “Company”), a copy of which is attached hereto as
Exhibit 24 and incorporated herein by reference, and which is described in Item 4 of this
Amendment No. 6, which is incorporated herein by reference, setting forth the terms and conditions
of a proposed negotiated transaction (the “Proposed Transaction”). Based on the number of shares
of Company common stock, $0.01 par value (“Common Stock”), outstanding and issuable upon conversion
of shares of Company preferred stock outstanding, in each case beneficially owned by persons other
than the Reporting Persons, as set forth in documents publicly available and filed with the
Commission by the Company and certain Company stockholders (and subject to the next sentence of
this Item 3), and based on a proposed cash price of $10.80 per share of Common Stock, the Reporting
Persons estimate that an aggregate of approximately $158.5M will be used for (i) acquiring Company
securities from persons other than the Reporting Persons in the Proposed Transaction; (ii)
exercising warrants to purchase shares of Series B preferred stock of the Company, $0.01 par value
(“Series B Preferred Stock”), and subsequently converting those shares of Series B Preferred Stock
(and other shares of Series B Preferred Stock currently held by Renova Media, if necessary) into
shares of Common Stock, such that, as contemplated by the Proposal Letter, Renova Media will be
assured of owning directly at least a majority of the voting power of the then-outstanding Company
voting securities on the record date for either the special meeting at which the Company’s
stockholders would vote on the adoption of the Proposed Transaction or the adoption of the Proposed
Transaction by written stockholder consent in lieu of such a special meeting, to assure that a
majority of the voting power of the then-outstanding Company voting securities entitled to vote on
such adoption is voted in favor thereof irrespective of the vote of any other stockholder entitled
to vote; and (iii) estimated expenses related to the Proposed Transaction. In the Proposed
Transaction, shares of the Company held directly by Moskovskaya Telecommunikatsionnaya Corporatsiya
(“COMCOR”) (whether or not deemed beneficially owned by the Reporting Persons for purposes of
Schedule 13D) would be acquired on the same terms as the shares held by all other stockholders of
the Company other than Renova Media.
The Reporting Persons believe that, as of the date hereof, Renova Media directly holds shares
of Common Stock and Series B Preferred Stock representing approximately 40.5% of the voting power
of the Company’s outstanding voting securities. This estimated percentage is based on information
set forth in documents publicly available and filed with the Commission by the Company and certain
Company stockholders. This estimated percentage differs from
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information set forth elsewhere in this Schedule 13D with respect to shares deemed
beneficially owned by the Reporting Persons under the Schedule 13D rules regarding beneficial
ownership in that this estimated percentage excludes: (i) shares of Common Stock held directly by
COMCOR; (ii) shares of Company capital stock which Renova Media has the right to acquire under
outstanding nonvoting securities of the Company held directly by Renova Media; and (iii) shares of
Common Stock subject to irrevocable proxy and powers of attorney arrangements between Renova Media
and certain stockholders of the Company.
The Reporting Persons anticipate obtaining the funds necessary to complete the Proposed
Transaction from proceeds of borrowings from its two shareholders under the Amended and Restated
Credit Facility Agreement dated November 3, 2006 among Renova Media, Renova Industries Ltd. and
CMCR Management Limited, which agreement is attached hereto as Exhibit 25. Such agreement,
as amended and restated, covers the approximately $56M in existing borrowings by Renova Media
unrelated to the Proposed Transaction, and the approximately $158.5M estimated to be needed for the
Proposed Transaction, as described above. The consummation of the Proposed Transaction would not
be conditioned upon the Reporting Persons obtaining any financing.
There is no assurance that any agreement will be reached with the Company providing for the
Proposed Transaction nor is there any assurance that, if such an agreement is reached with the
Company, the Proposed Transaction will be consummated.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented to include the following:
On
November 4, 2006, Renova Media delivered to the board of directors of the Company the
Proposal Letter, setting forth the terms of the Proposed Transaction in which Renova Media would
acquire all of the equity interests of the Company not then beneficially owned by the Reporting
Persons (subject to the next sentence of this Item 4) at a cash price of $10.80 per share of Common
Stock. In the Proposed Transaction, shares of the Company held directly by COMCOR (whether or not
deemed beneficially owned by the Reporting Persons for purposes of Schedule 13D) would be acquired
on the same terms as the shares held by all other stockholders of the Company other than Renova
Media. The Proposed Transaction would be subject to the terms and conditions set forth in the
Proposal Letter.
A copy of Renova Media’s press
release announcing the Proposal Letter is attached hereto as
Exhibit 26, which is
incorporated herein by reference. A Press Release Summary to be distributed in Russian translation
to media upon request is attached hereto as Exhibit 27, which is incorporated herein by
reference.
Renova Media provided a written commitment to the Company dated August 4, 2006 that Renova
Media will provide the Company and/or its subsidiaries with sufficient capital to ensure that the
Company’s operations can continue uninterrupted for a period of one year after the date on which
the Company filed its Form 10-Q for the period ending June 30, 2006, which filing was made on
October 25, 2006. The commitment does not specify the amount of capital to be
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provided or the terms on which such capital will be provided. The commitment indicates that
such capital will be provided on terms acceptable to Renova Media and the Company’s Board of
Directors (with directors directly affiliated with Renova Media abstaining from any vote on such
terms). The commitment and any similar commitment that Renova Media may, in its discretion, decide
to provide pending the outcome of its Proposal Letter are independent of the Proposed Transaction.
However, as indicated in the Proposal Letter, Renova Media has concluded that continuing to make
incremental equity investments in the Company to finance its operations, beyond Renova Media’s
current limited commitment, without 100% ownership of the Company is not the optimal long-term use
of Renova Media’s investment capital.
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 24
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Letter from Renova Media to the Board of Directors of the
Company, dated November 4, 2006 |
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Exhibit 25
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Amended and Restated Credit
Facility Agreement, dated
November 3, 2006, among Renova Media, Renova Industries Ltd.
and CMCR Management Limited |
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Exhibit 26
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Press release of Renova Media, dated November 6, 2006 |
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Exhibit 27
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Press release summary to be
distributed in Russian translation to selected Russian media |
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Exhibit 28
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Power of Attorney, dated November 1, 2006 |
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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: November 6, 2006
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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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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 |
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