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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
Halvor Mansaker, Esq.
Telenor ASA
Universitetsgatan 2
N-0164 Oslo, Norway
47-22-779-160
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 3, 2000
---------------
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter S. O'Driscoll, Esq.
Coudert Brothers
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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-(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 240.13d-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 ("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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SCHEDULE 13D
CUSIP No. 68370R 10 9
-----------------
------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Telenor East Invest AS
000-00-0000
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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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
NUMBER OF
10,702,600/1/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,702,600/1/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,702,600/1/
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12. CHECK 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.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/2/
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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/1/. Represents 8,902,201 shares held directly by the Reporting Person and
1,800,399 shares underlying the American Depositary Shares held by the Reporting
Person.
/2/. For the purposes of this Amendment No. 9, these percentages have been
calculated assuming the full exercise by the Reporting Person of its voting
rights in respect of 1,800,399 shares underlying the American Depositary Shares
held by the Reporting Person.
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SCHEDULE 13D
CUSIP No. 68370R 10 9
-----------------
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1. NAMES OF REPORTING PERSON
I.R.S IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Telenor Communications AS
000-00-0000
------------------------------------------------------------------------------
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)
AF
------------------------------------------------------------------------------
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
NUMBER OF
10,702,600/3/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,702,600/3/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,702,600/3/
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
The aggregate amount reported as beneficially owned in row (11) doe 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)
30.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/4/
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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/3/. The Reporting Person disclaims beneficial ownership of all shares.
/4/. See footnote 2.
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2
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SCHEDULE 13D
CUSIP No. 68370R 10 9
-----------------
------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Telenor ASA
000-00-0000
------------------------------------------------------------------------------
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)
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
NUMBER OF
10,702,600/5/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
10,702,600/5/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,702,600/5/
------------------------------------------------------------------------------
12. CHECK 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.
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/6/
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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/5/. The Reporting Person disclaims beneficial ownership of all shares.
/6/. See footnote 2.
---
<PAGE>
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
filed by Telenor East Invest AS and Telenor AS is hereby amended and
supplemented with respect to the items set forth below.
Item 2. Identity and Background
-----------------------
This amendment to the statement on Schedule 13D is being filed jointly by
Telenor East Invest AS, Telenor Communication AS and Telenor ASA. The agreement
among the reporting persons relating to the joint filing of this amendment to
the statement on Schedule 13D is Exhibit A hereto.
TELENOR EAST INVEST AS
(a) Telenor East Invest AS, a corporation formed under the laws of Norway.
(b) Keysers Gate 13/15
N-0130 Oslo
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. Each of the
directors and executive officers of Telenor East Invest AS is a citizen of
Norway. Except as otherwise indicated, the business address of each of such
persons is Keysers Gate 13/15, N-0130 Oslo, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
-----------------------------------
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Terje Thon Senior Adviser
2
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Universitetsgatan 2 Telenor East Invest AS
N-0164 Oslo, Norway
Torstein Moland Executive Vice President and Chief
Universitetsgatan 2 Financial Officer, Telenor
N-0164 Oslo, Norway Communication AS
Ole Johan Haga Project Manager, Telenor International
Keysers Gate 13/15 Center
N-0130 Oslo
Norway
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
--------------------------------------------
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Henrik Torgersen Chief Executive Officer
Keysers Gate 13/15 of Telenor East Invest AS
N-0130 Oslo and Executive Vice President of
Norway Telenor Communication 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 COMMUNICATION AS
(a) Telenor Communication AS, a corporation formed under the laws of
Norway (formerly known as Telenor AS).
(b) Universitetsgatan 2
N-0164 Oslo
Norway
(c) Telenor Communication AS 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 Communication AS has not been
convicted in a criminal proceeding.
(e) During the last five years, Telenor Communication AS was not a party
to a civil proceeding of a judicial or administrative body as a result of which
Telenor Communication AS was or is subject to a judgment, decree or final order
enjoining future
3
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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 COMMUNICATION 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 Communication AS. Except as
otherwise indicated, the business address of each of such persons is
Universitetsgatan 2, N- 0164 Oslo, Norway.
DIRECTORS OF TELENOR COMMUNICATION AS
-------------------------------------
Name and Business Address Citizenship Present Principal Occupation
-----------------------------------------------------------------------------
Eivind Reiten Norway Executive Vice President
Norsk Hydro ASA
Bygdoy Alle 2
N-0240 Oslo
Norway
Kari Broberg Norway Chief Executive Officer
Hoffsveien 21/23
N-0275 Oslo
Norway
Inge K. Hansen Norway Chief Financial Officer and
Den norske stats oljeselskap AS Executive Vice President
N-4035 Stavanger
Norway
Ashild Bendiktsen Norway Chief Financial Officer
Entrepenor Bendiktsen & Aasen AS
Salangsverket
N-9350 Sjovegan
Norway
Bente Neegard Halvorsen Norway Head Treasurer
LO
Youngs gate 11
N-0181 Oslo
4
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Mai Buch Denmark Corporate Adviser
Competence House AS
Symbion, Frubjergvej 3
2100 Kobenhavn O
Denmark
Svein Eivind Solheim Norway Employee Representative
Telenor Communication AS
P.O. Box 6701, St. Olavs plass
N-0130 Oslo
Norway
Irma Tystad Norway Employee Representative
Telenor Communication AS
P.O. Box 6701, St. Olavs plass
N-0130 Oslo
Norway
Harald Stavn Norway Employee Representative
Telenor Communication AS
P.O. Box 6701, St. Olavs plass
N-0130 Oslo
Norway
EXECUTIVE OFFICERS OF TELENOR COMMUNICATION AS
----------------------------------------------
Name and Business Address Citizenship Present Principal Occupation
--------------------------------------------------------------------------------
Tormod Hermansen Norway President and Chief Executive
Officer
Ole Petter Hakonsen Norway Executive Vice President
Chief Technical Officer
Arve Johansen Norway Senior Executive Vice President
Jon Fredrik Baksaas Norway Senior Executive Vice President
Torstein Moland Norway Executive Vice President and
Chief Financial Officer
Gun Bente Johansen Norway Executive Vice President
Jan Edvard Thygesen Norway Executive Vice President
Morten Lundal Norway Executive Vice President
Stig Eide Sivertsen Norway Executive Vice President
5
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<TABLE>
<S> <C> <C>
Henrik Torgersen Norway Executive Vice President
</TABLE>
(d) During the last five years, none of the above executive officers and
directors of Telenor Communication AS has been convicted in a criminal
proceeding.
(e) During the last five years, none of the above executive officers and
directors of Telenor Communication 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.
TELENOR ASA
(a) Telenor ASA, a corporation formed under the laws of Norway.
(b) Universitetsgaten 2
N-0164 Oslo
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 Universitetsgatan 2, N- 0164
Oslo, Norway.
6
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DIRECTORS OF TELENOR ASA
------------------------
Name and Business Address Citizenship Present Principal Occupation
-----------------------------------------------------------------------------
Eivind Reiten Norway Executive Vice President
Norsk Hydro ASA
Bygdoy Alle 2
N-0240 Oslo
Norway
Kari Broberg Norway Chief Executive Officer
Hoffsveien 21/23
N-0275 Oslo
Norway
Inge K. Hansen Norway Chief Financial Officer and
Den norske stats oljeselskap AS Executive Vice President
N-4035 Stavanger
Norway
Ashild Bendiktsen Norway Chief Financial Officer
Entrepenor Bendiktsen & Aasen AS
Salangsverket
N-9350 Sjovegan
Norway
Bente Neegard Halvorsen Norway Head Treasurer
LO
Youngs gate 11
N-0181 Oslo
Mai Buch Denmark Corporate Adviser
Competence House AS
Symbion, Frubjergvej 3
2100 Kobenhavn O
Denmark
Svein Eivind Solheim Norway Employee Representative
Telenor Communication AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
Irma Tystad Norway Employee Representative
Telenor Communication AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
7
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Harald Stavn Norway Employee Representative
Telenor Communication AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
EXECUTIVE OFFICERS OF TELENOR ASA
---------------------------------
Name and Business Address Citizenship Present Principal Occupation
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Tormod Hermansen Norway Chief Executive Officer
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) Telenor ASA was incorporated on July 21, 2000, and is wholly
owned by the Norwegian State. On October 3, 2000, Telenor ASA acquired from the
Norwegian State all of the issued and outstanding shares of Telenor
Communication AS (formerly known as Telenor AS), as a result of which Telenor
Communication AS became a wholly owned subsidiary of Telenor ASA. On the same
date, Telenor AS changed its name to Telenor Communication AS.
Item 7. Material to be Filed as Exhibits
--------------------------------
Attached hereto as Exhibit "A" is a conformed copy of the Joint Filing Agreement
dated October 12, 2000 (the "Joint Filing Agreement") between and among Telenor
East Invest AS, Telenor Communication AS and Telenor ASA relating to the filing
of amendments to the joint statement on Schedule 13D.
Attached hereto as Exhibit "B" is a conformed copy of the Power of Attorney of
Telenor in favor of Henrik Torgersen, dated June 13, 2000, authorizing Henrik
Torgersen to execute on behalf of Telenor this amendment to the joint statement
on Schedule 13D, and to take other necessary actions with respect thereto.
8
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SIGNATURE
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 12, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
TELENOR COMMUNICATION AS
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
President and
Chief Executive Officer
TELENOR ASA
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
Chief Executive Officer
9
<PAGE>
Index to Exhibits
Exhibit A A conformed copy of the Joint Filing Agreement dated October 12,
2000 between and among Telenor East Invest AS, Telenor
Communication AS and Telenor ASA relating to the filing of an
amendment to the joint statement on Schedule 13D.
Exhibit B A conformed copy of the Power of Attorney of Telenor in favor of
Henrik Torgersen, dated June 13, 2000, authorizing Henrik
Torgersen to execute on behalf of Telenor East Invest AS this
amendment to the joint statement on Schedule 13D, and to take
other necessary actions with respect thereto.
10
