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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. 10)
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)
Halvor Mansaker, Esq.
Telenor ASA
Universitetsgaten 2
N-0130 Oslo, Norway
47-22-779-160
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 4, 2000
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(Date of Event which Requires Filing of this Statement)
Copy:
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 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
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CUSIP No. 68370R 10 9
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor East Invest AS
000-00-000
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS*
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
10,702,600/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING
10,702,600/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
10,702,600/1/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12. [_]
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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
30.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/2/
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TYPE OF REPORTING PERSON*
14.
CO
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* See Instructions before Filling Out!
/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. 10, 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.
2
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SCHEDULE 13D
CUSIP No. 68370R 10 9
-----------------
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor Communications AS
000-00-0000
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [_]
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SEC USE ONLY
3.
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SOURCE OF FUNDS*
4.
AF
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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
10,702,600/3/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING
10,702,600/3/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
10,702,600/3/
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12. [_]
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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
32.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/4/
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TYPE OF REPORTING PERSON *
14.
CO
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* See Instructions before Filling Out!
/3./ The Reporting Person disclaims beneficial ownership of all shares.
/4./ See footnote 2.
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3
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SCHEDULE 13D
CUSIP No. 68370R 10 9
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor ASA
000-00-0000
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
AF
------------------------------------------------------------------------------
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
10,702,600/5/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 10,702,600/5/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
-0-
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
10,702,600/5/
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12.
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 13-d-4 [17
CFR 240.13d-4] under the Securities Exchange Act of 1934.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
30.42% of the outstanding Common Stock (25.72% of the outstanding voting
capital stock)/6/
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TYPE OF REPORTING PERSON*
14.
CO
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* See Instructions before Filling Out!
/5./ The Reporting Person disclaims beneficial ownership of all shares.
/6./ See footnote 2.
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4
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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, Telenor Communication AS and Telenor ASA, 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.
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 and present principal occupation of each of the directors and
executive officers of Telenor East Invest AS. The business address of each of
such persons is Telenor East Invest AS, c/o Telenor ASA, Universitetsgaten 2,
St. Olavs Plass, N-0130, Oslo, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
-----------------------------------
Name and Business Address Citizenship Present Principal Occupation
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Terje Thon Norway Senior Adviser and Chairman
(Oslo, Norway) of the Board of Directors
5
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Torstein Moland Norway Senior Executive Vice President
(Lier, Norway) and Chief Financial Officer of
Telenor ASA
Ole Johan Haga Norway Project Manager, Telenor
(Siggerud, Norway) International Center
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
--------------------------------------------
Name and Business Address Citizenship Present Principal Occupation
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Henrik Torgersen Norway Chief Executive Officer of
(Oslo, Norway) Telenor East Invest AS and
Executive Vice President of
Telenor ASA
(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) Universitetsgaten 2
St. Olavs Plass
N-0130, 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 violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
6
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EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR COMMUNICATION AS
(a), (b), (c) and (f) The following information sets forth the name,
citizenship and present principal occupation of each of the directors and
executive officers of Telenor Communication AS. The business address of each of
such persons is Telenor Communication AS, c/o Telenor ASA, Universitetsgaten 2,
St. Olavs Plass, N-0130, Oslo, Norway.
DIRECTORS OF TELENOR COMMUNICATION AS
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Name and Business Address Citizenship Present Principal Occupation
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Eivind Reiten Norway Executive Vice President of
(Oslo, Norway) Norsk Hydro ASA
Kari Broberg Norway Chief Executive Officer of
(0stre Toten, Norway) Hartman Consulting AS
Inge K. Hansen Norway Chief Financial Officer
(Oslo, Norway) and Executive Vice President
of Statoil
Ashild M. Bendiktsen Norway Chief Financial Officer of
(Salangen, Norway) Entreprenor Bendiktsen &
Aasen AS
Bente Neegard Halvorsen Norway Head Treasurer of the Norwegian
(Skedsmo, Norway) Labor Organization
Mai Buch Denmark Corporate Adviser of
(Copenhagen, Denmark) Competence House AS
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Irma Tystad Norway Employee Representative
(Trysil, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
7
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EXECUTIVE OFFICERS OF TELENOR COMMUNICATION AS
----------------------------------------------
Name and Business Address Citizenship Present Principal Occupation
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Tormod Hermansen Norway Chief Executive
(Oslo, Norway) Officer of Telenor
Communication AS and Telenor ASA
(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.
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(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
St. Olavs Plass
N-0130, 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 and present principal occupation of each of the directors and
executive officers of Telenor ASA. The business address of each of such persons
is Telenor ASA, Universitetsgaten 2, St. Olavs Plass, N0130 Oslo, Norway.
DIRECTORS OF TELENOR ASA
------------------------
Name and Business Address Citizenship Present Principal Occupation
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Eivind Reiten Norway Executive Vice President of
(Oslo, Norway) Norsk Hydro ASA
Kari Broberg Norway Chief Executive Officer of
(Ostre Toten, Norway) Hartman Consulting AS
Inge K. Hansen Norway Chief Financial Officer
(Oslo, Norway) and Executive Vice President
of Statoil
Ashild M. Bendiktsen Norway Chief Financial Officer of
9
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(Salangen, Norway) Entreprenor Bendiktsen &
Aasen AS
Bente Neegard Halvorsen Norway Head Treasurer of the Norwegian
(Skedsmo, Norway) Labour Organization
Mai Buch Denmark Corporate Adviser of
(Copenhagen, Denmark) Competence House AS
Per Gunnar Salomonsen Norway Employee Representative
(Skien, Norway)
Irma Tystad Norway Employee Representative
(Trysil, Norway)
Harald Stavn Norway Employee Representative
(Kongsberg, Norway)
EXECUTIVE OFFICERS OF TELENOR ASA
---------------------------------
Name and Business Address Citizenship Present Principal Occupation
-------------------------------------------------------------------------------
Tormod Hermansen Norway Chief Executive
(Oslo, Norway) Officer of Telenor
Communication AS and
Telenor ASA
Arve Johansen Norway Senior Executive Vice President
(Lier, Norway) of Telenor ASA
Jon Fredrik Baksaas Norway Senior Executive Vice
(Sandvika, Norway) President of Telenor ASA
Torstein Moland Norway Senior Executive Vice President
(Lier, Norway) and Chief Financial Officer of
Telenor ASA
Gun Bente Johansen Norway Executive Vice President of
(Oslo, Norway) Telenor ASA
Jan Edvard Thygesen Norway Executive Vice President of
(Nesbru, Norway) Telenor ASA
10
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Morten Lundal Norway Executive Vice President
(Oslo, Norway) of Telenor ASA
Stig Eide Sivertsen Norway Executive Vice President
(Oslo, Norway) of Telenor Communication AS
and Telenor ASA
Henrik Torgersen Norway Chief Executive Officer of
(Oslo, Norway) Telenor East Invest AS and
Executive Vice President of
Telenor ASA
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) Telenor ASA was incorporated on July 21, 2000, and initially
was wholly owned by the Kingdom of Norway. On October 3, 2000, Telenor ASA
acquired from the Kingdom of Norway 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.
On December 4, 2000, Telenor ASA undertook a global offering of its ordinary
shares, including a public offering in the United States in the form of ordinary
shares and American Depositary Shares, an offering to institutional investors
outside of the United States and Norway in the form of ordinary shares and
American Depositary Shares, and an offering to institutional investors in Norway
in the form of ordinary shares. After giving effect to such global offering, the
Kingdom of Norway owns 79.00% of the outstanding shares of stock of Telenor ASA.
If the underwriters exercise in full the over-allotment option granted by the
Kingdom of Norway in connection with such global offering, the Kingdom of Norway
will own 76.09% of the outstanding shares of stock of Telenor ASA.
As the Kingdom of Norway owns in excess of two-thirds of the shares in Telenor
ASA, it has the sole power to amend Telenor ASA's articles of association and
the ability to prevent any amendments thereto. In addition, as a majority
shareholder, the Kingdom of Norway will have the power to control any decision
at a meeting of shareholders of Telenor ASA requiring a majority vote, including
electing a majority of the Corporate Assembly which in turn has the power to
elect the board of directors of Telenor ASA. The Kingdom of Norway's ownership
interest in Telenor ASA is currently administered by the Ministry of Trade and
Industry.
Telenor is a direct wholly owned subsidiary of Telenor Communication AS and an
indirect wholly owned subsidiary of Telenor ASA. As a result, Telenor
Communication AS and/or Telenor ASA may be deemed to be indirect beneficial
owners of the shares of Common Stock of VimpelCom owned by Telenor. Neither the
filing of this Amendment No. 10 nor any of its contents shall be deemed to
constitute an admission that Telenor Communication AS or Telenor ASA is the
beneficial owner of the shares of VimpelCom held by Telenor for the purpose of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purposes, and such beneficial ownership is expressly disclaimed.
11
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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: December 18, 2000 TELENOR EAST INVEST AS
By /s/ Terje Thon
----------------------------------
Terje Thon
Chairman of the Board of Directors
TELENOR COMMUNICATION AS
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
Chief Executive Officer
TELENOR ASA
By /s/ Tormod Hermansen
--------------------
Tormod Hermansen
Chief Executive Officer
12
