CUSIP NO. 61945R
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act
of 1934
(Amendment No. 1 )*
Moscow CableCom Corp.
(Name of Issuer)
Common Stock, par
value $.01
(Title of Class of Securities)
033 501 107
(CUSIP Number)
Thomas A. Klee, Esq.
55 Bath Crescent Lane
Bloomfield, CT 06002-2156
(860) 242-0004
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications)
February 24, 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 §§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.
I.R.S.
Identification Nos. of above persons (entities only).
John S.
Grace
______________________________________________________________________________
(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
______________________________________________________________________________
(3) SEC
Use Only
______________________________________________________________________________
(4) Source
of Funds (See Instructions):
______________________________________________________________________________
(5) Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) [ ]
______________________________________________________________________________
(6)
Citizenship or
Place of Organization:
Citizen of
United States of America
______________________________________________________________________________
Number of Shares (7) Sole Voting Power:_____________________________________
Beneficially Owned (8) Shared
Voting Power:___________________________________
By Each Reporting (9) Sole
Dispositive Power:__________________________________
Person With (10) Shared Dispositive Power:________________________________
______________________________________________________________________________
(11)
Aggregate Amount
Beneficially Owned by Each Reporting
Person:
______________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11)
Excludes
Certain Shares (See
Instructions): [ ]
______________________________________________________________________________
(13) Percent of Class Represented
by Amount in Row (11):
______________________________________________________________________________
(14) Type
of Reporting Person (See Instructions):
IN
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.
(a) Name: John S. Grace
(b) Business Address: Sheffield Investments, Inc., 55 Brookville Road, Glen Head, NY 11545.
(c) Present Principal Occupation: Private investor.
(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.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item
4.
Purpose of Transaction.
Mr. Grace previously acquired the securities for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate number and percentage of Common Stock beneficially owned as of the date hereof: Not Applicable.
(b)
Transactions
effected during the past sixty days. On
February 24, 2004, the Issuer acquired 100% of the equity of ZAO ComCor-TV
("CCTV") in exchange for 6,250,000 shares of its Common Stock. Among the shares of Common Stock issued were
2,250,000 shares
issued to the stockholders of ABC Moscow Broadband
Communication Limited ("MBC") in consideration of the approximately 50%
equity
interest of CCTV owned by MBC. The
Issuer issued 150 shares of its Common Stock for each share of MBC. Mr. Grace may
be deemed to have been the
beneficial owner of shares of MBC and in consideration therefore received
300,750 shares of the Issuer's
Common Stock.
The dilutive effect of the 6,250,000 shares of Common Stock issued in
the aggregate had the effect of reducing Mr.
Grace's deemed beneficial
ownership of the Issuer's Common Stock to less than 5%.
(c) Not applicable.
(d) Not applicable.
(e)
Date on which the
Mr. Grace ceased to be the beneficial owner of more than 5% of the Common Stock
of the Issuer: February 24,
2004.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable.
SIGNATURES
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: May 13, 2004
/s/
John S. Grace
John
S. Grace