<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
------------------------------------------------
(Name of Issuer)
Common Stock, 0.005 rubles nominal value
----------------------------------------
(Title of Class of Securities)
683770R 10 9
------------
(CUSIP Number)
Halvor Mansaker, Esq.
Telenor AS
Universitetsgatan 2
N-0164 Oslo, Norway
47-22-779-160
-------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 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 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).
<PAGE>
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 East Invest 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.
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
11,548,066/1/
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
OWNED BY -0-
------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING
11,548,066/1/
PERSON ------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,548,066/1/
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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)
32.82% of the outstanding Common Stock (27.75% of the outstanding voting
capital stock)/2/
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14. TYPE OF REPORTING PERSON*
CO
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* See Instructions before Filling Out!
/1./ Represents 8,902,201 shares held directly by the Reporting Person,
1,800,399 shares that will underlie the American Depositary Shares held directly
by the Reporting Person and 845,466 shares subject to the pledge discussed in
Item 4 herein.
/2./ For the purposes of this Amendment No. 7, these percentages have been
calculated by (i) taking into account the issuance of 7,000,000 shares by
VimpelCom, (ii) taking into account the full exercise by the Reporting Person of
its voting rights in respect of 1,800,399 shares that will underlie the American
Depositary Shares held by the Reporting Person, and (iii) assuming the
enforcement of the Reporting Person's security interest in all 845,466 shares
subject to the pledge, in each case, as discussed in Item 4 herein.
2
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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 AS
000-00-0000
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX 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
11,548,066/3/
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
11,548,066/3/
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
-0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,548,066/3/
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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)
32.82% of the outstanding Common Stock (27.75% of the outstanding voting
capital stock)/4/
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14. TYPE OF REPORTING PERSON*
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
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 and Telenor AS, with respect to (a) the repayment by
VimpelCom of an aggregate principal amount of US$50,000,000 of loans made by
Telenor East Invest AS (the "Loans") and the payment of US$1,120,017 of
interest and fees in connection therewith and (b) the purchase by Telenor East
Invest AS from VC Limited, an affiliate of VimpelCom, of 2,400,532 American
Depositary Shares ("ADSs") of VimpelCom, each representing 3/4 of one share of
Common Stock.
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.
4
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DIRECTORS OF TELENOR EAST INVEST AS
-----------------------------------
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Terje Thon Senior Executive Vice President
Universitetsgatan 2
N-0164 Oslo, Norway
Torstein Moland Executive Vice President and Chief
Universitetsgatan 2 Financial Officer, Telenor AS
N-0164 Oslo, Norway
Ole Johan Haga Project Manager, Telenor International
Center
EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
--------------------------------------------
Name and Business Address Present Principal Occupation
------------------------- ----------------------------
Henrik Torgersen President of Telenor East Invest AS and
Executive Vice President of Telenor 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 AS
(a) Telenor AS, a corporation formed under the laws of Norway.
(b) Universitetsgatan 2
N-0164 Oslo
Norway
(c) Telenor 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 AS has not been convicted in a
criminal proceeding.
(e) During the last five years, Telenor AS was not a party to a civil
proceeding of a judicial or administrative body as a result of which Telenor AS
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
5
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activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR 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 AS. Except as otherwise indicated,
the business address of each of such persons is Universitetsgatan 2, N-0164
Oslo, Norway.
DIRECTORS OF TELENOR 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 A
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 AS
6
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P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
Irma Tystad Norway Employee Representative
Telenor AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
Harald Stavn Norway Employee Representative
Telenor AS
P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
EXECUTIVE OFFICERS OF TELENOR AS
--------------------------------
Name and Business Address Citizenship Present Principal Occupation
------------------------- ----------- ----------------------------
Tormod Hermansen Norway President and Chief Executive
Officer
Ole Petter Hakonsen Norway Executive Vice President
and 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
Henrik Torgersen Norway Executive Vice President
(d) During the last five years, none of the above executive officers and
directors of Telenor AS has been convicted in a criminal proceeding.
7
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(e) During the last five years, none of the above executive officers and
directors of Telenor 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.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The amount and source of funds used in connection with Telenor East
Invest AS's purchase of ADSs is US$51,911,504.50, representing a US$50,000,000
repayment by VimpelCom of principal of the Loans, a US$1,120,017 payment by
VimpelCom of interest and fees in connection therewith and an additional
US$791,487.50 contributed from Telenor East Invest AS's working capital.
Item 4. Purpose of Transaction
----------------------
Under the Working Capital Bridge Facility dated as of June 23, 2000
(the "Loan Agreement") between VimpelCom, as the borrower, and Telenor East
Invest AS ("Telenor"), as the lender, Telenor lent VimpelCom US$50,000,000 to
finance certain of VimpelCom's ongoing operations and debt refinancing. On July
25, 2000, VimpelCom, VC Limited, Telenor and certain other parties executed the
Notice of Mandatory Exercise of Option Requirement and Waiver (the "Option
Notice") pursuant to the Primary Agreement (as defined below). On July 25, 2000,
Telenor delivered an Exercise Notice to VC Limited, VimpelCom and VimpelCom
Finance B.V. (the "Exercise Notice") pursuant to the Primary Agreement, and on
July 27, 2000, Telenor notified VimpelCom of the option closing date pursuant to
the Loan Agreement. As a consequence of such actions, the Loans, all interest
accrued thereon and all fees owing under the Loan Agreement became due and
payable on July 28, 2000, the date of the closing of Telenor's purchase of the
ADSs under the Primary Agreement.
To induce Telenor to enter into the Loan Agreement, VimpelCom caused
VimpelCom Finance B.V. and its designees from time to time party thereto (the
"Sellers") to enter into the Primary Agreement (Financing Vehicles) dated as of
June 23, 2000 (the "Primary Agreement"), pursuant to which the Sellers granted
Telenor an option (subject to mandatory exercise in certain instances) to
purchase (a) newly issued shares of Common Stock of VimpelCom (the "New
Shares"), (b) ADSs, each representing 3/4 of one New Share (the "New ADSs")
and/or (c) senior convertible notes or any other notes, bonds, debentures or
similar instruments issued by an affiliate of VimpelCom and convertible or
exchangeable into New Shares or New ADSs. VC Limited, an affiliate of VimpelCom
and a designee of VimpelCom Finance B.V., became a Seller under the Primary
Agreement on July 25, 2000 by executing an endorsement in accordance with the
Primary Agreement.
As an additional inducement to Telenor to enter into the Loan
Agreement, VimpelCom, Telenor and certain other parties entered into the Letter
Agreement dated as of June 23, 2000 (the "Letter Agreement") pursuant to which
VimpelCom agreed to cause its affiliates to grant Telenor an option to purchase
such additional amount of New Shares, New ADSs and/or Notes as to permit Telenor
to retain its shareholding of 25.72% of the voting shares of VimpelCom.
On July 25, 2000, upon receipt of the Option Notice, Telenor delivered
the Exercise Notice to VC Limited, VimpelCom and VimpelCom Finance B.V.
confirming that Telenor wished to exercise its options under the Primary
Agreement and the Letter Agreement in respect of 2,400,532 New ADSs,
representing an aggregate of 1,800,399 shares of Common Stock. On July 28, 2000,
upon repayment in full of the Loans and payment of all interest and fees owing
in connection therewith, Telenor used the proceeds of such repayment and payment
to purchase 2,363,931.42 New ADSs pursuant to the exercise of its option under
the Primary Agreement (the "Initial ADSs"). In addition, Telenor purchased
36,600.58 New ADSs pursuant to the exercise of its option under the Letter
Agreement (the "Additional ADSs"). Telenor purchased the Initial ADSs and the
Additional ADSs under the Purchase Agreement dated as of July 28, 2000 between
VC Limited, as the seller, and Telenor, as the purchaser (the "Purchase
Agreement") in a transaction exempt from the registration requirements of the
United States Securities Act of 1933, as amended. This transaction was
consummated simultaneously with the public offering of the New ADSs and Notes.
The New ADSs purchased by Telenor are subject to cancellation until the
report on the results of the issuance of the New Shares (the "Placement Report")
is registered with the Federal Commission on the Securities Markets of the
Russian Federation (the "FCSM"). The FCSM may refuse to register the Placement
Report in the event VimpelCom violated Russian law in the issuance process or
the Placement Report contains false information. The FCSM must notify VimpelCom
of such refusal and give VimpelCom time to correct any defects. If VimpelCom
fails to correct the defects within a certain period of time, the FCSM may
declare the issuance invalid, and VimpelCom will be obligated to cancel the New
Shares underlying the New ADSs and return the purchase price to VC Limited.
An American Depositary Receipt representing the New ADSs purchased by
Telenor was issued to Telenor in accordance with the Restricted Deposit
Agreement dated as of July 25, 2000 among the Bank of New York, as Depositary
(the "Depositary"), VimpelCom and owners and beneficial owners of the New ADSs
(the "Restricted Deposit Agreement"). The New Shares underlying the New ADSs
purchased by Telenor will not be deposited with the Depositary until the
Placement Report has been registered with the FCSM.
To provide VimpelCom with access to additional financing in the event
the FCSM fails to register the Placement Report and VimpelCom is required to
return the purchase price to VC Limited, the Loan Agreement contemplated that KB
Citibank T/O ("Citibank T/O"), a bank established under the laws of the Russian
Federation and an affiliate of Citibank, N.A., will issue a guarantee in favor
of Telenor in an amount equal to or exceeding the aggregate amount of the Loans
plus estimated accrued interest, fees and other amounts payable under the Loan
Agreement. In lieu of such guarantee, on July 20, 2000, VimpelCom and Citibank
T/O entered into the Intraday Overdraft Facility Agreement #2 (the "Citibank
Guarantee").
If within 35 days after the filing by VimpelCom of the Placement Report
the FCSM shall have failed to register the Placement Report, then, in accordance
with the Loan Agreement and the CitiBank Guarantee, Telenor will send a notice
to Citibank T/O advising it of the FCSM's failure to register the Placement
Report. Upon receipt of such notice, wire transfer instructions from VimpelCom
with respect to the return of the proceeds of the sale of the New Shares to VC
Limited, wire transfer instructions from VC Limited with respect to the return
of the proceeds of the sale of the Initial ADSs to Telenor, wire transfer
instructions from Telenor with respect to the disbursement of such proceeds to
VimpelCom under the Loan Agreement and certain other instructions, Citibank T/O
is, under the terms of the Citibank Guarantee, required to make the transfers
necessary for the repayment to Telenor of the amount paid by it to VC Limited
for the Initial ADSs and for the disbursement by Telenor of an equal amount to
VimpelCom under the Loan Agreement. Telenor may suspend or cancel VimpelCom's
right to such mandatory disbursement only if an Event of Default described in
Section 7.01(d) (Nationalization) or Section 7.01(e) (Bankruptcy) of the Loan
Agreement has occurred and is continuing. However, under the terms of the
Citibank Guarantee, Citibank T/O is not obligated to make the transfers with
respect to the return of the amount paid by Telenor to VC Limited for the
Initial ADSs unless Citibank T/O receives a wire transfer instruction from
Telenor with respect to the disbursement of an equal amount to VimpelCom under
the Loan Agreement.
The Loan Agreement will continue in force until the date when Telenor's
obligation to make disbursements of Loans has terminated in accordance with the
terms of the Loan Agreement. If the FCSM registers the Placement Report, Telenor
will not be obligated to make the mandatory disbursement, and the Loan Agreement
will terminate.
The amount paid by Telenor for the Additional ADSs has been deposited
in the blocked accounts of VimpelCom and VC Limited held by Citibank T/O in
accordance with the Blocked Account Agreement dated as of July 28, 2000 by and
among Citibank T/O, VC Limited, VimpelCom, Telenor and certain other parties
(the "Blocked Account Agreement"). If VimpelCom delivers to Telenor and certain
other parties a notice confirming that the FCSM has refused to register the
Placement Report, or if, within 60 days after July 28, 2000, VimpelCom fails to
deliver a notice (accompanied by a copy of the Placement Report and an opinion
of VimpelCom's counsel) that the FCSM has registered the Placement Report,
Citibank T/O is required to effect wire transfers which will result in, among
other things, the return to Telenor of the purchase price paid by it to VC
Limited for the Additional ADSs.
If within 60 days after July 28, 2000 Telenor receives a notice from
VimpelCom confirming that the FCSM has refused to register the Placement Report,
or if VimpelCom fails to deliver a notice (accompanied by a copy of the
Placement Report and an opinion of VimpelCom's counsel) that the FCSM has
registered the Placement Report, and Telenor has sent a notice to Citibank T/O
advising it of the FCSM's failure to register the Placement Report as
contemplated by the Citibank Guarantee and has not received the aggregate amount
paid by Telenor to VC Limited for the Initial ADSs, and/or neither Telenor nor
the Depositary has received the aggregate amount paid by Telenor to VC Limited
for the Additional ADSs, then, within five (5) Business Days after Telenor has
notified VC Limited that it has not received the aggregate amounts paid for the
Initial ADSs and/or the Additional ADSs, as the case may be, or any part
thereof, VC Limited is required to reimburse to an account of Telenor notified
to VC Limited by Telenor such amounts, or the unpaid part thereof, as the case
may be.
If the FCSM registers the Placement Report, the Contract of Pledge of
Shares dated June 23, 2000 between Bee Line Non-Profit Fund and Telenor (the
"Share Pledge") providing for the pledge by the Bee Line Non-Profit Fund to
Telenor of all of the Bee Line Non-Profit Fund's rights in and to 845,466 shares
of Common Stock, as security for, among other things, the Loan made to VimpelCom
pursuant to the mandatory disbursement, will terminate. If the FCSM refuses to
register the Placement Report, the Share Pledge will remain in effect.
In connection with its purchase of the New ADSs, in addition to the
Loan Agreement, the Primary Agreement, the Share Pledge, the Guarantee and the
Letter Agreement described herein and in Amendment No. 6 to the Statement on
Schedule 13D amended hereby, Telenor entered into the following agreements:
(a) Notice of Mandatory Exercise of Option Requirement and Waiver dated
as of July 25, 2000 among VimpelCom, VimpelCom Finance B.V., VC Limited,
VimpelCom B.V. and Telenor;
(b) Exercise Notice dated as of July 25, 2000 delivered by Telenor to VC
Limited, VimpelCom and VimpelCom Finance B.V.;
(c) Purchase Agreement dated as of July 28, 2000 between VC Limited, as
the seller, and Telenor, as the purchaser; and
(d) Blocked Account Agreement dated as of July 28, 2000 by and among
Citibank T/O, VC Limited, VimpelCom B.V., VimpelCom, Telenor, European Bank for
Reconstruction and Development and UBS AG, acting through its business group UBS
Warburg, as representative of the underwriters.
In addition, Telenor is a beneficiary of the Restricted Deposit
Agreement and the Citibank Guarantee.
Description of Option Notice
----------------------------
In the Option Notice, VC Limited, as a Seller under the Primary
Agreement, required Telenor to purchase 2,363,931.42 Initial ADSs at the public
offering price in accordance with the Primary Agreement. In addition, VC Limited
offered to Telenor 36,600.58 Additional ADSs at the public offering price in
accordance with the Letter Agreement.
In the Option Notice, VimpelCom and Telenor agreed that after giving
effect to the purchase by Telenor of the Initial ADSs and the Additional ADSs,
VimpelCom or an affiliate designated by VimpelCom will have the right to
exercise the call option under Section 2.07 of the Primary Agreement dated as of
December 1, 1998 between VimpelCom and Telenor (the "Initial Primary Agreement")
in respect of 250,000 shares of Common Stock. The parties to the Option Notice
also agreed to certain waivers and consents with respect to the Loan Agreement
and the Primary Agreement.
Description of Exercise Notice
------------------------------
Upon receipt of the Option Notice, Telenor executed and delivered to VC
Limited, VimpelCom and VimpelCom Finance B.V. the Exercise Notice confirming its
wish to purchase the Initial ADSs and the Additional ADSs as set forth in the
Option Notice.
Description of Purchase Agreement
---------------------------------
Under the Purchase Agreement, Telenor purchased from VC Limited the
Initial ADSs and the Additional ADSs. The Purchase Agreement incorporated the
Primary Agreement by reference, subject to certain exceptions set forth in the
Purchase Agreement.
The Purchase Agreement contemplated that the terms of the Primary
Agreement would apply to the purchase of the Additional ADSs, as if both the
Initial ADSs and the Additional ADSs were included in the definition of
"Option Shares" under the Primary Agreement. The Purchase Agreement specified
that the Intraday Overdraft Facility Agreement No. 2 dated July 20, 2000 between
Citibank T/O and VimpelCom would be considered the "Citibank Guarantee" for the
purposes of the Primary Agreement.
The Purchase Agreement also provided for the amendment and restatement
of Section 5.06 of the Primary Agreement to specify in detail the obligation of
VC Limited to return the purchase price of the Initial ADSs and the Additional
ADSs to Telenor if the Placement Report is not registered with the FCSM and the
purchase price is not returned to Telenor as contemplated by the Citibank
Guarantee and the Blocked Account Agreement.
Description of Blocked Account Agreement
----------------------------------------
Under the Blocked Account Agreement, the amount paid by Telenor for the
Additional ADSs has been deposited in the "blocked accounts" of VimpelCom and VC
Limited held by Citibank T/O to which neither VimpelCom nor VC Limited will have
access before the Placement Report is registered with the FCSM. The funds in the
blocked accounts are commingled with the proceeds of the sale of the New ADSs
and the Notes in the public offering, but will not be commingled with other
funds held by Citibank T/O on behalf of VimpelCom or VC Limited. Interest will
be paid on the funds on deposit in the blocked accounts at a rate of 4.15% to
4.50% per annum, depending on the actual number of days the funds remain on
deposit in the blocked accounts.
The funds deposited in the blocked accounts will be held and disbursed
by Citibank T/O in accordance with the provisions of the Blocked Account
Agreement and the Citibank Guarantee. However, no lien or security interest in
the blocked accounts was created by the Blocked Account Agreement, and the funds
on deposit in the blocked accounts of VimpelCom and VC Limited are the general
unsecured assets of VimpelCom and VC Limited, respectively.
If VimpelCom delivers, within 60 days after July 28, 2000, to CitiBank
T/O Telenor and certain other parties a notice (accompanied by a copy of the
Placement Report and an opinion of VimpelCom's counsel) that the FCSM has
registered the Placement Report, VimpelCom and VC Limited will gain access to
their respective blocked accounts and Citibank T/O shall disburse all the funds
on deposit in the blocked accounts of VimpelCom and VC Limited in accordance
with their respective instructions.
If VimpelCom delivers to Telenor and certain other parties a notice
confirming that the FCSM has refused to register the Placement Report, or if,
within 60 days after July 28, 2000, VimpelCom fails to deliver a notice
(accompanied by a copy of the Placement Report and an opinion of VimpelCom's
counsel) that the FCSM has registered the Placement Report, then Citibank T/O
shall make the transfers resulting, among other things, in the return of the
purchase price paid by Telenor to VC Limited for the Additional ADSs to Telenor
or the Depositary. Under the terms of the Restricted Deposit Agreement, in the
event the Depositary receives any such payments, it shall transfer them to
Telenor as the holder of the New ADSs pursuant to the Restricted Deposit
Agreement.
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Disclaimer
----------
The preceding summary of certain provisions of the Loan Agreement, the
Primary Agreement, the Share Pledge and the Letter Agreement is not intended to
be complete and is qualified in its entirety by reference to the full text of
such agreements, copies of which were filed as Exhibits A, B, C and E to
Amendment No. 6 to the Statement on Schedule 13D amended hereby, respectively,
and which are incorporated herein by reference.
Similarly, the preceding summary of certain provisions of the Option
Notice, the Exercise Notice, the Purchase Agreement, the Blocked Account
Agreement and the Restricted Deposit Agreement is not intended to be complete
and is qualified in its entirety by reference to the full text of such
agreements, copies of which are filed as Exhibits A, B, C, D and E hereto,
respectively, and which are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b) Telenor is the direct beneficial owner of 10,702,600 shares of
Common Stock of VimpelCom (comprising 8,902,201 shares of Common Stock Telenor
currently holds directly, and 1,800,399 shares of Common Stock that will
underlie the 2,400,532 New ADSs acquired by Telenor pursuant to the exercise of
its options under the Primary Agreement and the Letter Agreement), constituting
25.72% of the issued and outstanding voting capital stock (30.42% of the issued
and outstanding shares of Common Stock) of VimpelCom.
If Telenor were to enforce its rights under the Share Pledge
following the occurrence of an Event of Default under the Loan Agreement,
Telenor would be the direct beneficial owner of the 845,466 shares of Common
Stock of VimpelCom subject to the
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Share Pledge. In such event, until the pledged shares in question were sold to
a third party in accordance with Russian law and the terms of the Share Pledge,
Telenor would be the direct beneficial owner of an aggregate of 11,548,066
shares of Common Stock of VimpelCom (comprising 8,902,201 shares of Common Stock
Telenor currently holds directly, 1,800,399 shares of Common Stock that will
underlie the New ADSs acquired by Telenor upon its exercise of its options under
the Primary Agreement and the Letter Agreement, plus 845,466 shares of Common
Stock that would be acquired by Telenor upon enforcement of the Share Pledge),
which would constitute 27.75% of the outstanding voting capital stock (32.82% of
the outstanding Common Stock) of VimpelCom.
VimpelCom agreed in the Option Notice that its call option under Section
2.07 of the Initial Primary Agreement is exercisable only in respect of 250,000
shares of Common Stock. If VimpelCom were to exercise such option, then
Telenor's ownership interest would be reduced to 25.12% of VimpelCom's total
issued and outstanding voting capital stock (assuming no enforcement of
Telenor's rights under the Share Pledge), or 27.15% of VimpelCom's total issued
and outstanding voting capital stock (assuming enforcement of Telenor's rights
under the Share Pledge).
Telenor has the sole power to vote or direct the vote of, and the sole
power to dispose or direct the disposition of, 10,702,600 shares of Common
Stock, and upon the enforcement of the Share Pledge, would have the sole power
to vote or direct the vote of, and the sole power to dispose or direct the
disposition of, 11,548,066 shares of Common Stock, in the aggregate, that would
be retained by it upon such enforcement.
Augie K. Fabela II ("Mr. Fabela") and Geneva Investment Trust I, L.L.C.
("Geneva") ceased to be parties to the Shareholders Agreement dated as of
December 1, 1998 (the "Shareholders Agreement") by and among Telenor, Dr. Zimin,
Glavsotkom LLC, the Bee Line Non-Profit Fund, Mr. Fabela and Geneva, pursuant to
Article VI thereof. Accordingly, after giving effect to Telenor's exercise of
its options under the Primary Agreement and the Letter Agreement and the sale by
Dr. Zimin of 421,761 shares as part of the offering, a total of 22,749,175
shares of Common Stock of VimpelCom are subject to the Shareholders Agreement,
constituting in the aggregate approximately 54.67% of VimpelCom's total issued
and outstanding voting capital stock. Because the Bee Line Non-Profit Fund is a
party to the Shareholders Agreement, the total number of shares of Common Stock
subject to the Shareholders Agreement would not change if Telenor were to
enforce its security interest under the Share Pledge, unless as a result of such
enforcement such shares were sold to a third party who is not a party to the
Shareholders Agreement. If all shares subject to the Share Pledge were sold to
such third party, then only 21,903,709 shares of Common Stock would be subject
to the Shareholders Agreement, constituting in the aggregate approximately
52.64% of VimpelCom's total issued and outstanding voting capital stock. If
VimpelCom were to exercise its call option under the Initial Primary Agreement
in respect of all of the 250,000 shares of Common Stock subject to such option,
then only 22,499,175 shares of Common Stock would be subject to the Shareholders
Agreement, constituting in the aggregate approximately 54.07% of VimpelCom's
total issued and outstanding voting capital stock. Neither the filing of this
Amendment No. 7 nor any of its contents shall be deemed to constitute an
admission that Telenor or Telenor AS is the beneficial owner of any shares of
voting capital stock of VimpelCom (other than, solely in the case of Telenor,
10,702,600 shares of Common Stock or 11,548,066 shares of Common Stock, as the
case may be) for the purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
Telenor is a wholly owned subsidiary of Telenor AS, and, as a result,
Telenor AS may be deemed to be the indirect beneficial owner of the shares of
Common Stock of VimpelCom owned by Telenor. Neither the filing of this Amendment
No. 7 nor any of its contents shall be deemed to constitute an admission that
Telenor AS is the beneficial owner of the shares of VimpelCom held by Telenor
for the purposes of Section 13(d) of the Securities Exchange Act
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of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed.
(c) Neither Telenor nor Telenor AS has effected any transactions in the
Common Stock of VimpelCom during the past sixty (60) days or since the filing of
the most recent amendment to this Statement on Schedule 13D, other than the
transactions described herein.
(d) Neither Telenor nor Telenor AS knows of any other person who has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock of VimpelCom.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
Except as provided in the Loan Agreement, the Primary Agreement, the Share
Pledge, the Guarantee, the Letter Agreement, the Option Notice, the Exercise
Notice, the Purchase Agreement, the Blocked Account Agreement and the Restricted
Deposit Agreement or as set forth herein, neither Telenor nor Telenor AS, nor,
to the best of Telenor's and Telenor AS's knowledge, none of the individuals
named in Item 2 hereof has entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of VimpelCom, including, but not limited to, transfer
or voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit "A" Attached hereto as Exhibit "A" is a conformed copy of the Notice
of Mandatory Exercise of Option Requirement and Waiver dated as of
July 25, 2000 among VimpelCom, VimpelCom Finance B.V., VC Limited,
VimpelCom B.V. and Telenor.
Exhibit "B" Attached hereto as Exhibit "B" is a conformed copy of the Exercise
Notice dated as of July 25, 2000 delivered by Telenor to VC
Limited, VimpelCom and VimpelCom Finance B.V.
Exhibit "C" Attached hereto as Exhibit "C" is a conformed copy of the Purchase
Agreement dated as of July 28, 2000 between VC Limited, as the
seller, and Telenor, as the purchaser.
Exhibit "D" Attached hereto as Exhibit "D" is a conformed copy of the Blocked
Account Agreement dated as of July 28, 2000 by and among Citibank
T/O, VC Limited, VimpelCom B.V., VimpelCom, Telenor, European
Bank for Reconstruction and Development and UBS AG, acting through
its business group UBS Warburg, as representative of the
underwriters .
Exhibit "E" Attached hereto as Exhibit "E" is a conformed copy of the
Restricted Deposit Agreement dated as of July 25, 2000 among the
Bank of New York, as Depositary, VimpelCom, and owners and
beneficial owners of the New ADSs.
Exhibit "F" Attached hereto as Exhibit "F" 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
the Loan Agreement, the Primary Agreement and other agreements
relating to the Loans and the options, and to take other necessary
actions with respect thereto.
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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: August 8, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
-------------------------------
Henrik Torgersen
Attorney-in-Fact
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 Notice of The Notice of Mandatory
Exercise of Option Requirement and Waiver dated as of July 25,
2000 among VimpelCom Finance B.V., VC Limited, VimpelCom B.V. and
Telenor.
Exhibit "B" A conformed copy of the Exercise Notice dated as of July 25, 2000
delivered by Telenor to VC Limited, VimpelCom and VimpelCom
Finance B. V.
Exhibit "C" A conformed copy of the Purchase Agreement dated as of July 28,
2000 between VC Limited, as the seller, and Telenor, as the
purchaser.
Exhibit "D" A conformed copy of the Blocked Account Agreement dated as of
July 28, 2000 by and among Citibank T/O, VC Limited, VimpelCom
B.V., VimpelCom, Telenor, European Bank for Reconstruction and
Development and UBS AG, acting through its business group UBS
Warburg, as representative of the underwriters.
Exhibit "E" A conformed copy of the Restricted Deposit Agreement dated as of
July 25, 2000 among the Bank of New York, as Depositary,
VimpelCom, and owners and beneficial owners of the New ADSs.
Exhibit "F" 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 the Loan Agreement, the
Primary Agreement and other agreements relating to the Loans and
the options, and to take other necessary actions with respect
thereto.
