UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
---------------------------------
(Amendment No. 18)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
---------------------------------
(Name of Issuer)
Common Stock, 0.005 rubles nominal value
---------------------------------
(Title of Class of Securities)
68370R 10 9
---------------------------------
(CUSIP Number)
Bjorn Hogstad, Esq.
Telenor ASA
Snaroyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
---------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 2004
--------------------------------------
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers LLP
60 Cannon Street
London EC4N 6JP
England
44-207-248-3000
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e) or 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 s.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page will 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 disclosure
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).
SCHEDULE 13D
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor East Invest AS
000-00-0000
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(b) [_]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
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7. SOLE VOTING POWER
11,689,713
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
11,689,713
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,713
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) [_]
The aggregate amount reported as beneficially owned in row (11)
does not include shares which the Reporting Person discloses in
the report but as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities
Exchange Act of 1934.
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
2
SCHEDULE 13D
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telenor Mobile Holding AS
000-00-0000
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(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)
[_]
N/A
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
11,689,713(1)
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
11,689,713(1)
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,713 (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) [_]
The aggregate amount reported as beneficially owned in row (11)
does not include shares which the Reporting Person discloses in
the report but as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities
Exchange Act of 1934.
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
1 The Reporting Person disclaims beneficial ownership of all shares.
3
SCHEDULE 13D
CUSIP No. 68370R 10 9
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Telenor ASA
000-00-0000
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS)
(b) [_]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
N/A
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
11,689,713(2)
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
11,689,713(2)
---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,713(2)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
(SEE INSTRUCTIONS)
The aggregate amount reported as beneficially owned in row (11)
does not include shares which the Reporting Person discloses in
the report but as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities
Exchange Act of 1934.
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.98% of the outstanding Common Stock (25% plus 13 shares of the
outstanding voting capital stock)
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
2 The Reporting Person disclaims beneficial ownership of all shares.
4
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The statement on Schedule 13D relating to the common stock, 0.005 rubles
nominal value (the "Common Stock"), of Open Joint Stock Company
"Vimpel-Communications," a Russian open joint stock company ("VimpelCom"), as
previously jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS
and Telenor ASA (as amended by Amendment Nos. 1 through 17, the "Statement"), is
hereby amended and supplemented with respect to the items set forth below.
Except as provided herein, this Amendment does not modify any of the
information previously reported in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
This amendment to the Statement on Schedule 13D is being jointly filed by
Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (collectively,
the "Reporting Persons").
TELENOR EAST INVEST AS
(a) Telenor East Invest AS, a corporation formed under the laws of
Norway.
(b) Snaroyveien 30
N - 1331 Fornebu
Norway
(c) Telenor East Invest AS is engaged principally in the business of
investing in the telecommunications industry outside of Norway.
(d) During the last five years, Telenor East Invest AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor East Invest AS was not a party to
a civil proceeding of a judicial or administrative body as a result of which
Telenor East Invest AS 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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Telenor East Invest AS. Except as otherwise
indicated, the business address
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of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snaroyveien
30, N-1331 Fornebu, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- ----------------------------
Fridtjof Rusten Norway Senior Business Manager of Telenor ASA;
(Oslo, Norway) Chairman of the Board of Telenor East Invest
AS
Henrik Eidemar Torgersen Norway Executive Vice President of Telenor ASA
(Oslo, Norway)
Gunn Margrethe Logith Norway Senior Business Manager of Telenor ASA
Ringoen
(Oslo, Norway)
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- ----------------------------
Inger Petrine Nilsen Norway Senior Business Manager of Telenor ASA and
(Oslo, Norway) President of Telenor East Invest AS
(d) During the last five years, none of the above executive officers and
directors of Telenor East Invest AS has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor East Invest AS was a party to a civil proceeding of a
judicial or administrative body as a result of which Telenor East Invest AS 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.
TELENOR MOBILE HOLDING AS
(a) Telenor Mobile Holding AS, a corporation formed under the laws of
Norway.
(b) Snaroyveien 30
N - 1331 Fornebu
Norway
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(c) Telenor Mobile Holding AS is engaged principally in the development of
and investment in the field of telecommunications through direct and indirect
ownership of companies and entering into agreements relating to
telecommunications.
(d) During the last five years, Telenor Mobile Holding AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor Mobile Holding AS was not a party
to a civil proceeding of a judicial or administrative body as a result of which
Telenor Mobile Holding AS 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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Telenor Mobile Holding AS. The address of
the directors and executive officers is Telenor Mobile Holding AS, c/o Telenor
ASA, Snaroyveien 30, N - 1331 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
Name and Business Citizenship Present Principal
Address Occupation
------- ----------- ----------
Jon Fredrik Baksaas Norway President and Chief Executive
(Sandvika, Norway) Officer of Telenor ASA and
Chairman of the Board of Telenor
Mobile Holding AS
Torstein Moland Norway Senior Executive Vice President
(Lier, Norway) and Chief Financial Officer of
Telenor ASA
Jan Edvard Thygesen Norway Executive Vice President of
(Nesbru, Norway) Telenor ASA and Chief Executive
Officer of Telenor Nordic Mobile
7
Name and Business Citizenship Present Principal
Address ----------- Occupation
------- ----------
Berit Svendsen Norway Executive Vice President of
(Oslo, Norway) Telenor ASA and Chief Technical
Officer of Telenor ASA
Morten Fallstein Norway Employee Representative
(Oslo, Norway)
Tore Haugland Norway Employee Representative
(Bergen, Norway)
Arnhild Londal Norway Employee Representative
(Oslo, Norway)
Morten Lundal Norway Chief Executive Officer of
(Oslo, Norway) DiGi.Com Bhd.
EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
Name and Business Citizenship Present Principal Occupation
Address ----------- -----------------------------
-------
Arve Johansen Norway Senior Executive Vice President of Telenor
(Oslo, Norway) ASA and Chief Executive Officer of Telenor
Mobile Holding AS
Jon Fredrik Baksaas
(Sandvika, Norway) Norway President and Chief Executive Officer of
Telenor ASA and Chairman of the Board of
Telenor Mobile Holding AS
(d) During the last five years, none of the above executive officers and
directors of Telenor Mobile Holding AS has been convicted in a criminal
proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor Mobile Holding AS has been a party to a civil proceeding of
a judicial or administrative body as a result of which such executive officer or
director 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.
8
TELENOR ASA
(a) Telenor ASA, a corporation formed under the laws of Norway.
(b) Snaroyveien 30
N - 1331 Fornebu
Norway
(c) Telenor ASA is engaged principally in the business of production and
supply of services in the fields of telecommunications, data services and media
distribution.
(d) During the last five years, Telenor ASA has not been convicted in a
criminal proceeding.
(e) During the last five years, Telenor ASA was not a party to a civil
proceeding of a judicial or administrative body as a result of which Telenor ASA
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.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA
(a), (b), (c) and (f) The following information sets forth the name,
citizenship, business address and present principal occupation of each of the
directors and executive officers of Telenor ASA. Except as otherwise indicated,
the business address of each of such persons is c/o Telenor ASA, Snaroyveien 30,
N - 1331 Fornebu, Norway.
DIRECTORS OF TELENOR ASA
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- -----------------------------
Torleif Enger Norway Chief Executive Officer of Yara International
(Oslo, Norway) ASA; Chairman of the Board of Telenor ASA
Bjorg Ven Norway Partner, Haavind Vislie Law Firm, Chairman of
(Oslo, Norway) the Board of the National Insurance Fund and
Gjensidige NOR Spareforsikring; Deputy
Chairman of the Board of Telenor ASA
Hanne de Mora Switzerland Principal of A-Connect
(Erlenbach, Switzerland)
9
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- -----------------------------
Jorgen Lindegaard Sweden President and Chief Executive Officer of the
(Stockholm, Sweden) SAS Group, Member of the Boards of
Finansieringsinstituttet for Industri og
Haandvaerk AS and Superfos AS
John Giverholt Norway Chief Financial Officer of Ferd AS
(Oslo, Norway)
Liselott Kilaas Norway Head of Business Area Communication and
(Oslo, Norway) Security Systems of ZENITEL Norway AS
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
Irma Ruth Tystad Norway Employee Representative
(Trysil, Norway)
EXECUTIVE OFFICERS OF TELENOR ASA
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- -----------------------------
Jon Fredrik Baksaas Norway President and Chief Executive Officer of
(Sandvika, Norway) Telenor ASA and Chairman of the Board of
Telenor Mobile Holding AS
Arve Johansen Norway Senior Executive Vice President and Chief
(Oslo, Norway) Executive Officer of Telenor Mobile Holding AS
Torstein Moland Norway Senior Executive Vice President and Chief
(Lier, Norway) Financial Officer of Telenor ASA
Jan Edvard Thygesen Norway Executive Vice President of Telenor ASA and
(Nesbru, Norway) Chief Executive Officer of Telenor Nordic
Mobile
10
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- -----------------------------
Stig Eide Sivertsen Norway Executive Vice President of Telenor ASA and
(Oslo, Norway) Chairman of the Board of Telenor Broadband
Services AS
Morten Karlsen Sorby Norway Executive Vice President and Chief Executive
(Hammaro, Sweden) Officer of Telenor Norway
Berit Svendsen Norway Executive Vice President of Telenor ASA and
(Oslo, Norway) Chief Technology Officer of Telenor ASA
(d) During the last five years, none of the above executive officers and
directors of Telenor ASA has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor ASA has been a party to a civil proceeding of a judicial or
administrative body as a result of which such executive officer or director 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 4. PURPOSE OF THE TRANSACTIONS
The first sentence of the second paragraph of Item 4, as included in the
original Statement on Schedule 13D, dated December 10, 1998, is hereby deleted
and replaced with the following:
The Reporting Persons may, from time to time, and reserve the right to,
change their plans or intentions and to take any and all actions that they deem
appropriate to maximize the value of their investment in VimpCom. In order to
maximize the value of their investment in VimpelCom, the Reporting Persons may,
from time to time, consider, evaluate or propose various possible transactions
involving VimpelCom or its subsidiaries or affiliates, which could include,
among other things:
(i) the possible acquisition of additional securities of VimpelCom from
time to time in the open market or in privately negotiated transactions or
otherwise;
(ii) the possible disposition or exchange of any securities of VimpelCom
owned by them;
(iii) possible extraordinary corporate transactions (such as a merger,
consolidation, reorganization, or restructuring) involving VimpelCom or any of
its subsidiaries, including with other telecommunication companies which may be
affiliated with the Reporting Persons;
(iv) the possible acquisition by VimpelCom or its subsidiaries of assets
or interests in one or more telecommunication companies, including other
telecommunication companies which may be affiliated with the Reporting Persons,
or the possible sale of assets or operations by VimpelCom or its subsidiaries;
or
11
(v) making or seeking to make changes in or affecting the Board of
Directors or management of VimpelCom.
The Reporting Persons may also, from time to time, formulate other plans or
proposals regarding VimpelCom or its securities to the extent deemed advisable
in light of market conditions, subsequent developments affecting VimpelCom, the
general business and future prospects of VimpelCom, tax considerations, or other
factors.
12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment to the Statement on Schedule
13D is true, complete and correct and that such Statement, as amended hereby, is
true, complete and correct.
Dated: October 6, 2004
TELENOR EAST INVEST AS
By /s/ Fridtjof Rusten
-------------------
Name: Fridtjof Rusten
Title: Chairman of the Board
TELENOR MOBILE HOLDING AS
By /s/ Jon Fredrik Baksaas
-----------------------
Name: Jon Fredrik Baksaas
Title: Chairman of the Board
TELENOR ASA
By /s/ Jon Fredrik Baksaas
-----------------------
Name: Jon Fredrik Baksaas
Title: President and Chief
Executive Officer
13