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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. 5)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
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(Name of Issuer)
Common Stock, 0.005 rubles nominal value
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(Title of Class of Securities)
68370R 10 9
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(CUSIP Number)
Kaare Magnus Risung, Esq.
Telenor AS
Keysers Gate 13/15
N-0130 Oslo, Norway
47-23-138-491
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2000
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(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
44-171-248-3000
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 Rule 13d-1 (b)(3) or (4), check the following box. [_]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13D-1(a) 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 will 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 will be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 68370R 10 9
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Telenor East Invest AS
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Norway
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SOLE VOTING POWER
7
NUMBER OF
8,902,201
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,902,201
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,902,201
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
12 (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 [17CFR
240.13d-4] under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.6% of the issued and outstanding Common Stock (25.7% of the issued and
outstanding voting capital stock)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
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SCHEDULE 13D
CUSIP NO. 68370R 10 9
-----------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Telenor AS
000-00-0000
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Norway
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
8,902,201/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,902,201/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,902,201/1/
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (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 [17CFR
240.13d-4] under the Securities Exchange Act of 1934.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
31.6% of the issued and outstanding Common Stock (25.7% of the issued and
outstanding voting capital stock)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
14
CO
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/1/ The Reporting Person disclaims beneficial ownership of all shares.
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
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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, Telenor AS and Newtel AB is hereby
amended and supplemented with respect to the items set forth below.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) In December 1999, the Norwegian State and the Swedish
State announced that Newtel AB would be dissolved and the merger of Telenor AS
and Telia AB unwound. Under the Swedish Company Act, a shareholder resolution to
increase the share capital of a company becomes invalid and non-binding if the
company fails to register such increase in its share capital within six months
of such resolution. As of March 20, 2000, Newtel AB's shareholder resolution of
October 19, 1999 which was intended to increase the share capital of Newtel AB
became invalid and non-binding. Under the terms of the Combination Agreement
dated March 30, 1999 between the Swedish State, the Norwegian State, Telia AB
and Telenor AS, upon the effectiveness of such increase, the Norwegian State and
the Swedish State were to have received shares of Newtel AB in exchange for
their respective shares of Telenor AS and Telia AB. When Newtel AB's share
increase became invalid and non-binding on March 20, 2000, the shares of Telenor
AS and Telia AB were returned by Newtel AB to the Norwegian State and the
Swedish State, respectively. Accordingly, Newtel AB no longer has any direct or
indirect ownership interest in Telenor AS or VimpelCom.
Item 7. Material to be Filed as Exhibits
--------------------------------
Attached hereto as Exhibit A is a conformed copy of the Joint Filing
Agreement dated March 31, 2000 between and among Telenor East Invest AS, Telenor
AS and Newtel AB relating to the filing of amendments to the joint statement on
Schedule 13D.
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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: April 7, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
-----------------------
Henrik Torgersen
President
TELENOR AS
By /s/ Tormod Hermansen
-----------------------
Tormod Hermansen
President and
Chief Executive Officer
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Index to Exhibits
Exhibit A A conformed copy of the Joint Filing Agreement dated March 31,
2000 between and among Telenor East Invest AS, Telenor AS and
Newtel AB relating to the filing of amendments to the joint
statement on Schedule 13D.
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Exhibit A
JOINT FILING AGREEMENT
We, Telenor East Invest AS and Telenor AS, the signatories of the amendment
to the statement on Schedule 13D to which this Agreement is attached hereby
agree that such amendment is filed jointly by Telenor East Invest AS and Telenor
AS. Any subsequent amendments thereto filed by either of us will be filed
jointly on behalf of Telenor East Invest AS and Telenor AS. The undersigned
hereby agree that the joint filing agreement dated November 4, 1999 between
Telenor East Invest AS, Telenor AS and Newtel AB is hereby terminated, and that
such Agreement shall be replaced by this Joint Filing Agreement.
Dated: March 31, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
TELENOR AS
By /s/ Henrik Torgersen
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Henrik Torgersen
Attorney-in-Fact
NEWTEL AB
By /s/ Peter Pay
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Name Peter Pay
Title Attorney-in-Fact
