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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 1, 2002
Andersen Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-1460 06-0659863
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
405 Park Avenue
Suite 1202
New York, New York 10022
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 826-8942
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
99.1 COMCOR-TV Summarized Financial Operating Plan (2002-2003).
Item 9. Regulation FD Disclosure.
The Board of Directors of Andersen Group, Inc. ("the Company") previously
announced an exchange offer pursuant to which the Company offered to exchange
150 shares of its common stock for each share of common stock of Moscow
Broadband Communication Ltd ("MBC"), a privately held company which is presently
25% owned by the Company, not currently owned by the Company (the "Exchange
Offer"). The Board of Directors of the Company subsequently announced that the
Company would extend the Exchange Offer to new shares of MBC common stock to be
issued pursuant to a rights offering by MBC. On August 1, 2002, MBC amended the
original rights offering (the "Amended MBC Rights Offering"), and the Company
has agreed to extend the Exchange Offer to the new shares of MBC common stock
issued pursuant to this Amended MBC Rights Offering. Under the Amended MBC
Rights Offering, MBC has issued rights (the "MBC Rights") to its shareholders to
acquire up to 6,667 shares of its common stock at $750 per share (as opposed to
the 6,250 shares of its common stock at $800 per share of the prior rights
offering).
If all the MBC Rights are fully subscribed, the Company will issue an additional
1,000,050 shares over previously announced amounts, and the entire MBC exchange
will total up to 3,250,050 shares of the Company's common stock.
In connection with the Amended MBC Rights Offering, MBC distributed certain
projections regarding the financial operating plan of Zao ComCor-TV ("CCTV"),
which are attached hereto as Exhibit 99.1 and incorporated by reference herein.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
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Certain sections of this 8-K contain various forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
the expectations or beliefs concerning future events of the Company and MBC.
Forward-looking statements include statements that are predictive in nature,
which depend upon or refer to future events or conditions, which include words
such as "believes," "plans," "anticipates," "estimates," "expects" or similar
expressions.
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In addition, any statements concerning future financial performance, ongoing
business strategies or prospects, and possible future actions, which may be
provided by the Company or MBC's management, are also forward-looking
statements. Forward-looking statements are based on current expectations and
projections about future events and are subject to risks, uncertainties, and
assumptions about MBC, economic and market factors and the industry in which MBC
does business, among other things. These statements are not guarantees of future
performance and neither the Company nor MBC undertakes any obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Actual events and results may differ materially from those expressed or
forecasted in forward-looking statements due to a number of factors. Factors
that could cause the Company's and MBC's actual performance and future events
and actions to differ materially from such forward-looking statements, include,
but are not limited to those discussed in the the Company's Annual Report on
Form 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Andersen Group, Inc.
(Registrant)
Date: August 1, 2002 /s/ Andrew M. O'Shea
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Name: Andrew M. O'Shea
Title: Chief Financial Officer
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