SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
OPEN JOINT STOCK COMPANY VIMPEL COMMUNICATIONS
------------------------------------------------
(Name of Issuer)
American Depository Receipt, No Par Value
-------------------------------------------
(Title of Class of Securities)
68370R109
--------------
(CUSIP Number)
December 31, 1998
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 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).
Continued on following page(s)
Page 1 of 15 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 2 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 409,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 409,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
409,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.59%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 3 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 409,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 409,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
409,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.59%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 4 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 409,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 409,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
409,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.59%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 5 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 1,436,200
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,436,200
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,436,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 6 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,436,200
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,436,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,436,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 7 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,436,200
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,436,200
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,436,200
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.59%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68370R109 Page 8 of 15 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BAIRA INVESTMENTS LIMITED
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
Cyprus
5 Sole Voting Power
Number of 409,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 409,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
409,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.59%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 15 Pages
Item 1(a) Name of Issuer:
Open Joint Stock Company Vimpel Communications (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
10-12 Ulitsa, 8-Marta, Moscow, Russian Federation
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited
liability company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
and
vii) Baira Investments Limited, a Cyprus limited liability
company ("Baira").
This Statement relates to Shares (as defined herein) held for
the accounts of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"), Baira, which is a majority-owned subsidiary of
QIP, and Taunus Investments Limited, a Cyprus limited liability company
("Taunus") and majority-owned subsidiary of Quota Fund N.V., a Netherlands
Antilles company ("Quota").
SFM LLC, a Delaware limited liability company, serves as
principal investment manager to Quantum Partners and Quota, and as such, has
been granted investment discretion over portfolio investments, including the
Shares, held for the accounts of Quantum Partners and Taunus (as a result of
Quota's ownership of a majority of the shares of Taunus). SFM LLC is vested with
investment discretion over the Shares held for the account of Baira, as a result
of the QIP Contract (as defined herein) and of QIP's ownership of a majority of
the shares of Baira.
QIHMI, an investment advisory firm, is vested with investment
discretion over the Shares held for the account of QIP. Mr. Soros is the sole
shareholder of QIH Management, the sole general partner of QIHMI, and Chairman
of SFM LLC. Mr. Soros has entered into an agreement (the "QIP Contract")
pursuant to which he has agreed to use his best efforts to cause QIH Management
to act at the direction of SFM LLC. Mr. Druckenmiller is Lead Portfolio Manager
and a Member of the Management Committee of SFM LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIHMI,
QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue,
33rd Floor, New York, NY 10106. The address of the principal business office of
<PAGE>
Page 10 of 15 Pages
QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Baira has
its principal office at c/o Price Waterhouse LLP, Arch Makarios III Avenue and
Kapernisiou Corner, Xenios Building, 7th Floor, Nicosia, Cyprus.
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen;
vi) Mr. Druckenmiller is a United States citizen; and
vii) Baira is a Cyprus limited liability company.
Item 2(d) Title of Class of Securities:
American Depository Receipt, No Par Value (the
"Shares").
Item 2(e) CUSIP Number:
68370R109
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of February 11, 1999 each of the Reporting Persons
may be deemed the beneficial owner of the following
number of Shares:
(i) Baira and each of QIP, QIHMI and QIH
Management, by virtue of QIP's ownership of
a majority of the shares of Baira, may be
deemed the beneficial owner of the 409,500
Shares held for the account of Baira.
(ii) Each of SFM LLC, Mr. Soros and Mr.
Druckenmiller may be deemed the beneficial
owner of 1,436,200 Shares. This number
includes (A) 409,500 Shares held for the
account of Baira (by virtue of the QIP
Contract), (B) 995,000 Shares held for the
account of Taunus (as a result of Quota's
ownership of a majority of the shares of
Taunus) and (C) 31,700 Shares held for the
account of Quantum Partners.
<PAGE>
Page 11 of 15 Pages
Item 4(b) Percent of Class:
i) The number of Shares of which each of Baira,
QIP, QIHMI and QIH Management may be deemed
to be the beneficial owner constitutes
approximately 1.59% of the total number of
Shares outstanding.
ii) The number of Shares of which SFM LLC, Mr.
Soros and Mr. Druckenmiller may be deemed to
be the beneficial owner constitutes
approximately 5.59% of the total number of
Shares outstanding.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 409,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 409,500
(iv) Shared power to dispose or to direct the disposition of: 0
QIHMI
-----
(i) Sole power to vote or to direct the vote: 409,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 409,500
(iv) Shared power to dispose or to direct the disposition of: 0
QIH
---
(i) Sole power to vote or to direct the vote: 409,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 409,500
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 1,436,200
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,436,200
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 12 of 15 Pages
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,436,200
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,436,200
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,436,200
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,436,200
Baira
-----
(i) Sole power to vote or to direct the vote: 409,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 409,500
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of Quantum Partners, including Quantum
Fund N.V., a Netherlands Antilles company, have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares held by
Quantum Partners in accordance with their ownership interests in Quantum
Partners.
(ii) The shareholders of Baira, including QIP, have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
securities, including the Shares, held for the account of Baira in accordance
with their ownership interests in Baira.
(iii) The shareholders of Taunus, including Quota, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, securities, including the Shares, held for the account of Taunus in
accordance with their ownership interests in Taunus.
Each of Baira, QIP, QIHMI and QIH Management expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Quantum Partners and Taunus.
<PAGE>
Page 13 of 15 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 14 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 1999 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
-------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Vice President
Date: February 12, 1999 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Assistant General Counsel
<PAGE>
Page 15 of 15 Pages
Date: February 12, 1999 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Attorney-in-Fact
Date: February 12, 1999 BAIRA INVESTMENTS LIMITED
By: /S/ MICHAEL C. NEUS
------------------------------
Michael C. Neus
Director
