SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
| CTC MEDIA, INC. | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.01 per share | ||
| (Title of Class of Securities) | ||
| 12642X 10 6 | ||
| (CUSIP Number) | ||
Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 | ||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||
March [ ], 2014 | ||
| (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¨.
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.
(Continued on the following pages)
| Page 1 of 11 |
| CUSIP No.12642X 10 6 | 13D | Page 2 of 10 Pages | ||||||||
| 1 | NameS of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||||||
| Telcrest Investments Limited | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
| AF, OO | ||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | □ | ||||||||
| 6 | citizenship or place of organization | |||||||||
| Republic of Cyprus | ||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
| 0 | ||||||||||
| 8 | shared voting power | |||||||||
| 39,548,896 | ||||||||||
| 9 | sole dispositive power | |||||||||
| 0 | ||||||||||
| 10 | shared dispositive power | |||||||||
| 39,548,896 | ||||||||||
| 11 | aggregate amount beneficially owned by each reporting person | |||||||||
| 39,548,896 | ||||||||||
| 12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* | □ | ||||||||
| 13 | percent of class represented by amount in row (11) | |||||||||
| 25.4%(1) | ||||||||||
| 14 | type of reporting person* | |||||||||
| HC | ||||||||||
(1) Based on 155,710,719 shares of common stock, par value $0.01 per share (“CommonStock”), issued and outstanding as of November 1, 2013,as reported by the Issuer in its most recent quarterly report on Form 10-Q filed on November 7, 2013.
| Page 2 of 11 |
| CUSIP No.12642X 10 6 | 13D | Page 3 of 10 Pages | ||||||||
| 1 | NameS of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||||||
| LLC “IC ABROS” | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
| N/A | ||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | □ | ||||||||
| 6 | citizenship or place of organization | |||||||||
| Russia | ||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
| 0 | ||||||||||
| 8 | shared voting power | |||||||||
| 39,548,896 | ||||||||||
| 9 | sole dispositive power | |||||||||
| 0 | ||||||||||
| 10 | shared dispositive power | |||||||||
| 39,548,896 | ||||||||||
| 11 | aggregate amount beneficially owned by each reporting person | |||||||||
| 39,548,896 | ||||||||||
| 12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* | □ | ||||||||
| 13 | percent of class represented by amount in row (11) | |||||||||
| 25.4%(1) | ||||||||||
| 14 | type of reporting person* | |||||||||
| HC | ||||||||||
(1) Based on 155,710,719 shares of common stock, par value $0.01 per share (“CommonStock”), issued and outstanding as of November 1, 2013,as reported by the Issuer in its most recent quarterly report on Form 10-Q filed on November 7, 2013.
| Page 3 of 11 |
| CUSIP No.12642X 10 6 | 13D | Page 4 of 10 Pages | ||||||||
| 1 | NameS of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||||||
| BANK “ROSSIYA” | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
| N/A | ||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | □ | ||||||||
| 6 | citizenship or place of organization | |||||||||
| Russia | ||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
| 0 | ||||||||||
| 8 | shared voting power | |||||||||
| 39,548,896 | ||||||||||
| 9 | sole dispositive power | |||||||||
| 0 | ||||||||||
| 10 | shared dispositive power | |||||||||
| 39,548,896 | ||||||||||
| 11 | aggregate amount beneficially owned by each reporting person | |||||||||
| 39,548,896 | ||||||||||
| 12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* | □ | ||||||||
| 13 | percent of class represented by amount in row (11) | |||||||||
| 25.4%(1) | ||||||||||
| 14 | type of reporting person* | |||||||||
| BK | ||||||||||
(1) Based on 155,710,719 shares of common stock, par value $0.01 per share (“CommonStock”), issued and outstanding as of November 1, 2013,as reported by the Issuer in its most recent quarterly report on Form 10-Q filed on November 7, 2013.
| Page 4 of 11 |
| CUSIP No.12642X 10 6 | 13D | Page 5 of 10 Pages | ||||||||
| 1 | NameS of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||||||||
| CJSC “ABR MANAGEMENT” | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | a) | □ | |||||||
| b) | □ | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | SOURCE OF FUNDS* (See Instructions) | |||||||||
| N/A | ||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | □ | ||||||||
| 6 | citizenship or place of organization | |||||||||
| Russia | ||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | sole voting power | ||||||||
| 0 | ||||||||||
| 8 | shared voting power | |||||||||
| 39,548,896 | ||||||||||
| 9 | sole dispositive power | |||||||||
| 0 | ||||||||||
| 10 | shared dispositive power | |||||||||
| 39,548,896 | ||||||||||
| 11 | aggregate amount beneficially owned by each reporting person | |||||||||
| 39,548,896 | ||||||||||
| 12 | check if the aggregate amount in row (11) excludes certain shares (See INstructions)* | □ | ||||||||
| 13 | percent of class represented by amount in row (11) | |||||||||
| 25.4%(1) | ||||||||||
| 14 | type of reporting person* | |||||||||
| OO | ||||||||||
(1) Based on 155,710,719 shares of common stock, par value $0.01 per share (“CommonStock”), issued and outstanding as of November 1, 2013,as reported by the Issuer in its most recent quarterly report on Form 10-Q filed on November 7, 2013.
| Page 5 of 11 |
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on June 10, 2011 and amended on September 10, 2012 (as so amended, the “Statement”), and is being filed on behalf of Telcrest Investments Limited, LLC “IC Abros”, BANK “ROSSIYA” and CJSC “ABR Management”, and reflects a reorganization of how such entities hold shares of Telcrest Investments Limited, which in turn holds shares of CTC Media, Inc.
Item 2. Identity and Background
The response to Item 2 in the Statement is hereby amended and restated in its entirety as follows:
This statement is being filed on behalf of each of the following reporting persons (collectively, the “Reporting Persons”):
(i) Telcrest Investments Limited (“Telcrest”)
(ii) LLC “IC Abros” (“Abros”)
(iii) BANK "ROSSIYA" (“Bank Rossiya”); and
(iv) CJSC “ABR Management” (“ABR”).
This Statement relates to the shares of the Issuer held of record by Telcrest. The agreement between the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 1 hereto.
The Reporting Persons
Telcrest is a Cyprus company with its principal address at Themistokli Dervi, 3, Julia House, 1066, Nicosia, Cyprus. Telcrest was formed for the purpose of acquiring and holding the shares of Common Stock of the Issuer (the “Shares”). The principal business of Telcrest is to function as a holding company.
Abros is a Russian limited liability company with its principal address at 2 liter A, Rastrelli sq., 191124, Saint-Petersburg, Russia. Abros’ principal business is to function as a holding company. Abros is the record owner of the Class A shares of Telcrest, which have sole voting rights other than with respect to certain reserved matters, on which the holders of Class A shares vote with the Class B shares of Telcrest. The Class A Shares constitute approximately 27% of the total issued and outstanding shares (of all classes) of Telcrest.
Bank Rossiya is a Russian Open Joint Stock Company with its principal address at 2 liter A, Rastrelli sq., 191124, Saint-Petersburg, Russia. Bank Rossiya’s principal business is banking operations and investments. Bank Rossiya is the owner of all of the issued and outstanding shares of Abros.
ABR is a Russian Open Joint Stock Company with its principal address at 2 liter A, Rastrelli sq., 191124, Saint-Petersburg, Russia. ABR’s principal business is security trust management. ABR is the trustee under a trust agreement with certain shareholders of Bank Rossiya, pursuant to which ABR has the power to manage and exercise certain rights of a majority of the outstanding shares of Bank Rossiya for the benefit of such shareholders. The rights ABR is entitled to exercise in its discretion include, but are not limited to, convening and participating in general meetings of shareholders of Bank Rossiya, proposing candidates for management positions of Bank Rossiya, and voting on all issues connected with activities of Bank Rossiya that fall within the competence of the general meeting of shareholders of Bank Rossiya. In addition, ABR expects to enter into an agency agreement with Abros, pursuant to which ABR has similar rights with respect to Abros’ shares of Telcrest.
| Page 6 of 11 |
Certain of the Reporting Persons also have direct and indirect minority equity interests in JSC “National Media Group”, a Russian closed joint stock company (“NMG”), which owns a minority of the Class B shares of Telcrest (approximately 8% of the outstanding equity (of all classes) of Telcrest), which have limited voting rights with respect to corporate actions of Telcrest, including the right to vote with the holders of Class A shares on dispositions and transfers of the Shares. The Reporting Persons disclaim beneficial ownership of the interest of NMG in Telcrest. In addition, Bank Rossiya owns Class B shares of Telcrest constituting approximately 10% of the outstanding equity (of all classes) of Telcrest, and Itera Media Ltd., a wholly owned subsidiary of Abros, owns Class B shares of Telcrest constituting approximately 28% of the outstanding equity (of all classes) of Telcrest.
Current information concerning the identity and background of the directors and officers of each Reporting Person is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. None of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, none of the persons set forth on Annex A hereto, has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding 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.
Annex A of the Statement is hereby amended by replacing such annex in its entirety with the following:
Telcrest
Directors
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Kallenos, Emilios | Michalakopoulou, 14 Demitas Tower, 3rd floor, Flat/Office 302 P.C. 1075, Nicosia, Cyprus | Cypcodirect Limited | Accoutant | Cyprus |
| Hadjimichael, Michalakis | Michalakopoulou, 14 Demitas Tower, 3rd floor, Flat/Office 302 P.C. 1075, Nicosia, Cyprus | Cypcodirect Limited | Private employee | Cyprus |
| Pentya, Alexander | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Vice-president | Russia |
| Page 7 of 11 |
LLC “IC Abros”
Directors
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Kovalchuk, Kirill | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Managing Director | Russia |
| Minaev, Oleg | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | General Director | Russia |
| Germanov, Alexander | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Deputy of General Director | Russia |
Executive Officer
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Kreschuk, Andrey | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | LLC “IC Abros” | CEO | Russia |
Bank Rossiya
Directors
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Warnig, Artur Matthias | Subsidiary in Russia: 7 Znamenka street, Moscow, Russia | JSC Nord Stream AG | Managing Director | Germany |
| Barankov Vladislav | Grigoriya Kukuevitskogo str., 1, block 1, Surgut, Yugra, Khanty-Mansiyskiy Autonomous Region, Russia | JSC “SurgutNefteGaz” | First Deputy of General Director in Finance and Tax | Russia |
| Page 8 of 11 |
| Klishin, Mikhail | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | First Deputy Chairman of the Management Board | Russia |
| Lebedev, Dmitry | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Managing director | Russia |
| Noskov Mikhail | Leningradskoe Road, 39A Block 1, Moscow, Russia | LLC “T2 RUS Holding” | General Director | Russia |
| Seleznev, Kirill | 16 Nametkina St., Moscow, Russia | OJSC “GAZPROM” | Member of the Management Committee, Head of the Gas and Liquid Hydrocarbons Marketing and Processing Department | Russia |
| Minaev, Oleg | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | General Director | Russia |
| Logovinskiy, Evgeny | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Chairman of the Management Board | Russia |
Executive Officers
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Logovinskiy, Evgeny | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Chairman of the Management Board | Russia |
| Amelin, Oleg | 18 bld. 2, Merzlyakovsky Lane, Moscow, Russia | BANK “ROSSIYA” | Executive director, Moscow and Moscow Oblast’ | Russia |
| Page 9 of 11 |
| Kabalina, Faniya | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Chief accountant | Russia |
| Klishin, Mikhail | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | First Deputy Chairman of the Management Board | Russia |
| Khlestov Yuriy | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
| Malinin, Oleg | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
| Druzhinin, Maxim | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Executive director, Retail business | Russia |
| Shalenkov, Alexander | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | BANK “ROSSIYA” | Deputy Chairman of the Management Board | Russia |
CJSC “ABR Management”
Directors
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Kovalchuk, Kirill | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Managing Director | Russia |
| Lebedev, Dmitry | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | Managing director | Russia |
| Piccinini, Marco | 7, boulevard des Moulins, Monte Carlo, MC 98000, Monaco | n/a | Self employed | Monaco |
| Proglio, Henri | 30 avenue de Wagram, 75008, Paris, France | Électricité de France | General Director | France |
| Page 10 of 11 |
| Condignoni, Angelo | 7, boulevard des Moulins, Monte Carlo, MC 98000, Monaco | S.A.M. Acceleration Management Solutions | President | Italy |
Executive Officer
| Name | Principal Business Address | Name of Employer | Principal Occupation / Title | Citizenship |
| Minaev, Oleg | 2 Liter A, Rastrelli sq., St. Petersburg, Russia | CJSC “ABR Management” | CEO | Russia |
Item 7. Material to be Filed as Exhibits
| Exhibit | Name |
| 5 | Joint Filing Agreement by and among Telcrest Investments Limited, LLC “IC Abros”, BANK “ROSSIYA” and CJSC “ABR Management”, dated as of March [ ], 2014 |
| Page 11 of 11 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
March , 2014
| TELCREST INVESTMENTS LIMITED | ||
| By: | /s/ Alexander Pentya | |
| Name: Alexander Pentya Title: Director | ||
| LLC “IC ABROS” | ||
| By: | /s/ Andrey Kreschuk | |
| Name: Andrey Kreschuk Title: General Director | ||
| BANK “ROSSIYA” | ||
| By: | /s/ Evgeniy Logovinsky | |
| Name: Evgeniy Logovinsky Title: Chairman of the Management Board | ||
| CJSC “ABR MANAGEMENT” | ||
| By: | /s/ Oleg Minaev | |
| Name: Oleg Minaev Title: General Director | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(see 18 U.S.C. 1001)
