SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(Amendment No. __)*
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.
--------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
033 501 107
----------------------
(CUSIP Number)
Olivier Chaponnier
Columbus Nova Investments VIII Ltd.
P.O. Box N-7755
Nassau, Bahamas
(242) 326-5528
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2004
-----------------------
(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 15 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
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
Bahamas
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7 SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,744,268
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,744,268
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.92%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 033 501 107 13D Page 3 of 15 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
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Russian
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 4,744,268
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
None
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,744,268
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.92%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
-------------------
This statement relates to 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"). The principal executive offices
of the Company are located at 405 Park Avenue, Suite 1202, New York, NY 10022.
Item 2. Identity and Background.
-----------------------
(a)-(c) and (f). 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 CNI. The principal business address of CNI is P.O. Box N-7755,
Nassau, Bahamas. The residential address of Mr. Vekselberg is 19 Bakhrushina
Street, Bld. 2, Apt. 15, 113054 Moscow, Russia.
CNI is a company that has been formed for the principal purpose of
investing in the Company.
The present principal occupation of Mr. Vekselberg is as an investor
and businessman.
Certain information pertaining to each executive officer and director
of CNI is set forth in Annex A hereto and incorporated herein by reference.
-------
(d). During the last five years, neither of the Reporting Persons nor,
to the best of CNI's knowledge, any of the executive officers or directors of
CNI, has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e). During the last five years, neither of the Reporting Persons nor,
to the best of CNI's knowledge, any of the executive officers or directors of
CNI, has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
In order to facilitate the consummation of the transactions
contemplated in the Subscription Agreement (as defined and described in Item 4
below), CNI has entered into voting agreements on August 26, 2004 (the "Voting
Agreements") with Moskovskaya Telecommunikatsionnaya Corporatsiya ("COMCOR"),
Oliver R. Grace, Jr., Francis E. Baker, Andrew O'Shea, James J. Pinto and Thomas
McPartland (collectively, the "Stockholders" and each, a "Stockholder"). CNI did
not pay the Stockholders any consideration in connection with the execution and
delivery of the Voting Agreements.
Item 4. Purpose of Transaction.
----------------------
Page 4 of 15 Pages
On August 26, 2004, CNI entered into a Series B Convertible Preferred
Stock Subscription Agreement (the "Subscription Agreement") with the Company,
pursuant to which CNI will purchase shares of a new class of Series B
Convertible Preferred Stock, par value $.01 per share of the Company (the
"Preferred Stock"), which are convertible into Shares at the option of the
holder. The Subscription Agreement is subject, among other things, to
stockholder approval, and, accordingly, does not currently confer beneficial
ownership of any Shares.
In connection with the Subscription Agreement, CNI and the
Stockholders entered into the Voting Agreements, pursuant to which each
Stockholder agreed to vote Shares owned by such Stockholder (the "Covered
Shares") in favor of any matter that could reasonably be expected to facilitate
the transactions contemplated in the Subscription Agreement (including the
amendment of the Company's certificate of incorporation and the Company's 2003
Stock Option Plan and the issuance of the Preferred Stock), against approval of
any proposal made in opposition to, or in competition with, the consummation of
such transactions 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. Each of the Stockholders granted CNI an
irrevocable proxy to vote the Covered Shares as described in the preceding
sentence. Each of the Stockholders also agreed to refrain from transferring any
Covered Shares without the prior consent of CNI other than to specified related
persons that agree to be bound by the respective Voting Agreement. The Voting
Agreements will each terminate upon the earliest to occur of (i) the valid
termination of the Subscription Agreement pursuant to its terms, (ii) the
consummation of the transactions contemplated in the Subscription Agreement,
(iii) February 28, 2005, or (iv) the written agreement of the parties thereto to
that effect.
If the transactions contemplated in the Subscription Agreement are
consummated as planned:
(a) CNI will purchase from the Company 4,500,000 shares of Preferred
Stock, which will have voting and other rights identical to those of
the Shares, with the exception of having a liquidation preference over
the Shares for a period of four years and will be convertible into
Shares at the option of the holder thereof;
(b) the Company 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 Company and CNI concurrently with the closing
of the transactions contemplated in the Subscription Agreement;
(c) the Company's certificate of incorporation will be amended to increase
the amount of authorized Common Stock and to provide for the
designation of the Preferred Stock;
(d) the By-laws of the Company will be amended and restated to change,
among other things, the maximum number of members of the Board;
Page 5 of 15 Pages
(e) the Company will grant options to purchase an aggregate of 1,161,050
Shares under its 2003 Stock Option Plan to new executive officers and
consultants; and
(f) (i) the board of directors of the Company (the "Board") will be
expanded from the present nine members to eleven members, (ii) certain
members of the Board will resign and six new members designated by CNI
will be appointed or elected to the Board (with one such member being
an independent director, as this term is defined under the listing
standards of the National Association of Securities Dealers, Inc. and
the Sarbanes Oxley Act of 2002), and (iii) one new member designated
by COMCOR will be appointed or elected to the Board.
In connection with the Subscription Agreement, CNI also entered into a
Shareholders Agreement (as defined and described in Item 6 below) with COMCOR, a
principal stockholder of the Company. Pursuant to the Shareholders Agreement, if
the transactions contemplated by the Subscription Agreement are consummated, CNI
and COMCOR agreed to vote their Shares and Preferred Stock in the manner
described in Item 6 below.
The preceding summary of certain provisions of the Subscription
Agreement, form of Warrant Agreement, and Voting Agreements is not intended to
be complete and is qualified by its entirety by reference to the full text of
such agreements, copies of which are attached as Exhibits 2 through 4 to this
Schedule, and which are incorporated by reference herein.
Other than as described above, none of the Reporting Persons has, as
of the date of this Schedule, any plans or proposals that relate to or would
result in any of the actions described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b). As of the date hereof, none of the Reporting Persons owns
any Shares. The Reporting Persons may, however, be deemed to have shared voting
power with respect to the 4,744,268 Shares that are covered by the Voting
Agreements described in Item 4 above. This amount constitutes approximately
53.92% of the outstanding Shares, based upon a total of 8,797,100 Shares
outstanding. The number of Shares outstanding is based on the number of Shares
outstanding as of September 20, 2004, as disclosed by the Company to the
Reporting Persons.
To the best knowledge of CNI, none of the executive officers or
directors of CNI beneficially owns any Shares.
(c) Neither of the Reporting Persons nor, to the best of CNI's
knowledge, any of the executive officers or directors of CNI have engaged in any
transaction in Shares during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
Shares.
Page 6 of 15 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Voting Agreements
Reference is made to the description of the Voting Agreements
contained in Item 4 above.
Shareholders Agreement
In connection with the Subscription Agreement, on August 26, 2004, CNI
and COMCOR entered into a Shareholders Agreement (the "Shareholders Agreement").
The Shareholders Agreement contemplates the following:
CNI and COMCOR agreed to vote, at any time after the consummation of
the transactions contemplated in the Subscription Agreement, all of the Shares
and Preferred Stock of the Company (collectively, the "Voting Stock") they
beneficially own at such time:
(a) to initially elect to the Board the new members designated
by CNI as contemplated in the Subscription Agreement;
(b) to cause and maintain the number of directors of the Board
to be fixed at eleven;
(c) to cause and maintain the election to the Board of a total
of three individuals designated by COMCOR, which number
shall be reduced to two individuals and further to one
individual in the event that COMCOR beneficially owns less
than 20% and less than 15% (but at least 10%) of the
outstanding Voting Stock, respectively; and
(d) to cause and the election to the Board of a total of six
individuals designated by CNI, which number shall be: (i)
increased to seven individuals in the event that COMCOR
shall beneficially own less than 20% of the outstanding
Voting Stock and (ii) decreased to five, four, two and one
individuals, in the event that CNI beneficially owns less
than 30%, 20%, 15% and 10% of the outstanding Voting Stock,
respectively.
In connection with the foregoing, CNI agreed that, for so long as
COMCOR owns at least 15% of the Voting Stock, it will use its best efforts to
ensure that the combination of the directors designated by COMCOR and those
designated by CNI comprise a majority of the directors on the Board. CNI and
COMCOR also agreed that, for so long as each of them is entitled to designate at
least one director (in accordance with the provisions described above), each
committee of the Board shall consist of at least one director designated by CNI
and one director designated by COMCOR (to the extent permitted by applicable
law).
Page 7 of 15 Pages
CNI and COMCOR agreed that, after the consummation of the transactions
contemplated in the Subscription Agreement, they will take all actions
reasonably necessary to cause the Company (i) to acquire from COMCOR, in
exchange for Shares, all of the shares of Institute for Automated Systems that
are beneficially owned by COMCOR, based on a valuation prepared by an
independent expert agreed upon by COMCOR and the Company; (ii) to grant each of
CNI and COMCOR a right of first refusal with respect to issuances of securities
on a pro rata basis to their then percentage of shareholding in the Company; and
(iii) to enter into new employment contracts with certain individuals and grant
options to purchase up to 5% of the Shares to certain executives and employees
selected by CNI and COMCOR.
CNI and COMCOR also agreed that, for so long as they each own at least
15% of the Voting Stock, they shall seek to agree on the following matters:
(a) amendment of the organizational documents of the Company or
its principal operating subsidiary ("CCTV");
(b) reorganization or liquidation of the Company or CCTV;
(c) increasing or decreasing the authorized capital of the
Company or CCTV;
(d) entry into material transactions by the Company or CCTV in
which either COMCOR or CNI is a party;
(e) appointment of a new chief executive officer of the Company
or a new general director of CCTV;
(f) establishing the strategy for the Company and CCTV;
(g) any material deviation from the Company or CCTV's business
plan;
(h) appointment of auditor for the Company and CCTV; and
(i) approval of the annual financial statements for the Company
and CCTV.
In connection with the foregoing, the Shareholders Agreement provides
that, in the event that CNI and COMCOR are unable to agree on how to vote with
respect to any of the matters set forth above, such matter may be referred by
either party to a special committee of the Board, the decision of which shall be
binding on the parties.
Pursuant to the Shareholders Agreement, each of CNI and COMCOR agreed,
subject to limited exceptions, to refrain from transferring any Voting Stock
they beneficially own without the prior consent of the other party. Further,
each of CNI and COMCOR has the right (for so long as such party holds at least
10% of the Voting Stock) to participate in (on a pro rata basis) in sales of
Voting Stock initiated by the other party. In addition, each party has a right
of first offer with respect to any shares of Voting Stock the other party
proposes to sell.
Page 8 of 15 Pages
The Shareholders Agreement will terminate upon the earlier to occur of
(a) CNI and COMCOR mutually agreeing to terminate the Shareholders Agreement,
(b) such time as either party's percentage beneficial ownership of the
outstanding Voting Stock falls below 5% and (c) the voluntary or involuntary
bankruptcy, dissolution, liquidation or winding-up of any of CNI, COMCOR or the
Company.
Co-Sale Agreement
In connection with the Subscription Agreement, CNI entered into an
agreement dated August 26, 2004 (the "Co-Sale Agreement"), with certain
prospective executive officers and consultants of the Company (each, the
"Holder") who, pursuant to the Subscription Agreement (as described in Item 4
above), will be awarded by the Company options to purchase an aggregate of
1,161,050 Shares under the its 2003 Stock Option Plan. Pursuant to the Co-Sale
Agreement, which is subject to the closing of the transactions contemplated in
the Subscription Agreement, for so long as CNI holds at least 20% of the
outstanding Voting Stock, if CNI proposes a sale of all of the shares of Voting
Stock held by it, CNI may require any Holder to sell all the Shares held by such
Holder for the same consideration and otherwise on the same terms and conditions
as the sale by CNI.
Termination of Pre-Existing Shareholders Agreement
In connection with the Subscription Agreement, CNI procured the
termination of the voting agreement dated February 23, 2004, by and among the
Company, COMCOR, Oliver R. Grace and Francis E. Baker, subject to the closing of
the transactions contemplated in the Subscription Agreement.
Registration Rights
The Subscription Agreement contemplates that the Company and CNI will
enter into a Registration Rights Agreement pursuant to which CNI may require
that the Company register under the Securities Act of 1933 future resales of
Shares held by CNI.
Letter Agreements with Mr. Oliver R. Grace, Jr. and Mr. James J. Pinto
In connection with the Subscription Agreement, CNI entered into letter
agreements (the "Letter Agreements") with each of Oliver R. Grace, Jr., (who
currently serves as the Company's Chairman, President and Chief Executive
Officer) and James J. Pinto (who currently serves as a member of the Board),
pursuant to which CNI: (i) confirmed the acceptability of the compensation
(equal to $100,000) to be paid by the Company to Mr. Grace for 2004 and agreed
that Mr. Grace will act as one of the trustees for the Company's pension plan
and engage in related activities, for which activities he will be paid an annual
compensation of $50,000, and (ii) agreed to support the nomination of Messrs.
Grace and Pinto (or, if either or both cannot serve on the Board, the nomination
of Francis E. Baker, Thomas McPartland, Louis A. Lubrano, or Peter E. Bennett)
as candidates for election to the Board with the intention that Messrs. Grace
and Pinto will serve as members of the Board for a period commencing on the
Page 9 of 15 Pages
closing of the transactions contemplated in the Subscription Agreement and
ending 36 months thereafter.
The preceding summary of certain provisions of the Shareholders
Agreement, the Co-Sale Agreement, form of Registration Rights Agreement and
Letter Agreements is not intended to be complete and is qualified by its
entirety by reference to the full text of such agreements, copies of which are
attached as Exhibits 5 through 8 to this Schedule, and which are incorporated by
reference herein.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Joint Filing Agreement dated as of the date hereof
between Columbus Nova Investments VIII Ltd. and
Victor Vekselberg.
Exhibit 2 Subscription Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moscow CableCom
Corp.
Exhibit 3 Form of Warrant Agreement between Columbus Nova
Investments VIII Ltd. and Moscow CableCom Corp.
Exhibit 4.1 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya.
Exhibit 4.2 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Oliver R. Grace, Jr.
Exhibit 4.3 Voting Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Francis E.
Baker.
Exhibit 4.4 Voting Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Andrew O'Shea.
Exhibit 4.5 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and James J. Pinto.
Exhibit 4.6 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Thomas McPartland.
Page 10 of 15 Pages
Exhibit 5 Shareholders Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya.
Exhibit 6 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 7 Form of Registration Rights Agreement between Columbus
Nova Investments VIII Ltd. and Moscow CableCom Corp.
Exhibit 8.1 Letter Agreement between Columbus Nova Investments VIII
Ltd. and Oliver R. Grace, Jr.
Exhibit 8.2 Letter Agreement between Columbus Nova Investments VIII
Ltd. and James J. Pinto.
Exhibit 9 Power of Attorney dated as of the date hereof.
Page 11 of 15 Pages
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: September 23, 2004
COLUMBUS NOVA INVESTMENTS VIII LTD.
By: /s/ Andrew Intrater
--------------------------
Name: Andrew Intrater
Title: Managing Partner
VICTOR VEKSELBERG
By: /s/ Victor Vekselberg
--------------------------
Name: Victor Vekselberg
Page 12 of 15 Pages
Annex A
Information Concerning the Directors and Executive Officers
-----------------------------------------------------------
of Columbus Nova Investments VIII Ltd.
--------------------------------------
Set forth below are the name, the present principal occupation
or employment and citizenship of each director and executive officer of Columbus
Nova Investments VIII Ltd. The current business address for each of the persons
named below is P.O. Box N-7755, Nassau, Bahamas.
----------------------- ----------------------- ---------------------------
Name and Current Present Principal Citizenship
Business Address Occupation or
Employment
----------------------- ----------------------- ---------------------------
Marco Montanari Businessman Swiss
----------------------- ----------------------- ---------------------------
Shakira Burrows Secretary Bahamian
----------------------- ----------------------- ---------------------------
Olivier Chaponnier Businessman Swiss
----------------------- ----------------------- ---------------------------
Page 13 of 15 Pages
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement dated as of the date hereof
between Columbus Nova Investments VIII Ltd. and
Victor Vekselberg.
Exhibit 2 Subscription Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moscow CableCom
Corp.
Exhibit 3 Form of Warrant Agreement between Columbus Nova
Investments VIII Ltd. and Moscow CableCom Corp.
Exhibit 4.1 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya.
Exhibit 4.2 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Oliver R. Grace, Jr.
Exhibit 4.3 Voting Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Francis E.
Baker.
Exhibit 4.4 Voting Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Andrew O'Shea.
Exhibit 4.5 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and James J. Pinto.
Exhibit 4.6 Voting Agreement dated August 26, 2004, between Columbus
Nova Investments VIII Ltd. and Thomas McPartland.
Exhibit 5 Shareholders Agreement dated August 26, 2004, between
Columbus Nova Investments VIII Ltd. and Moskovskaya
Telecommunikatsionnaya Corporatsiya.
Exhibit 6 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.
Page 14 of 15 Pages
Exhibit 7 Form of Registration Rights Agreement between Columbus
Nova Investments VIII Ltd. and Moscow CableCom Corp.
Exhibit 8.1 Letter Agreement between Columbus Nova Investments VIII
Ltd. and Oliver R. Grace, Jr.
Exhibit 8.2 Letter Agreement between Columbus Nova Investments VIII
Ltd. and James J. Pinto.
Exhibit 9 Power of Attorney dated as of the date hereof.
Page 15 of 15 Pages