<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
August 21, 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
-----------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telenor East Invest AS
000-00-0000
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3.
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
WC
------------------------------------------------------------------------------
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
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-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,702,600/1/
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------
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/
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
* 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 directly by the
Reporting Person.
/2./ For the purposes of this Amendment No. 8, these percentages have been
calculated by taking into account (i) the issuance of 7,000,000 shares by
VimpelCom, and (ii) 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
<PAGE>
SCHEDULE 13D
CUSIP No. 68370R 10 9
-----------------
------------------------------------------------------------------------------
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) [_]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
------------------------------------------------------------------------------
5. CHECK BOX 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
10,702,600/3/
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 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.
------------------------------------------------------------------------------
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/
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
* See Instructions before Filling Out!
/3./ The Reporting Person disclaims beneficial ownership of all shares.
/4./ See footnote 2.
---
3
<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 and Telenor AS with respect to the registration of the
report on the results of the issuance of the newly issued shares of Common Stock
(the "Placement Report") by the Federal Commission on the Securities Markets
of the Russian Federation (the "FCSM"), whereupon (a) the Working Capital Bridge
Facility between VimpelCom, as the borrower, and Telenor East Invest AS, as the
lender, dated as of June 23, 2000 (the "Loan Agreement") terminated; (b) the
Contract of Pledge of Shares between the Bee Line Non-Profit Fund and Telenor
East Invest AS dated as of June 23, 2000, with respect to 845,466 shares of
Common Stock (the "Share Pledge"), terminated; (c) the shares of Common
Stock underlying 2,400,532 American Depositary Shares ("ADSs") of VimpelCom,
each representing 3/4 of one share of Common Stock, were deposited with the
Depositary under 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 certain ADSs (the "Restricted Deposit
Agreement"); (d) 2,400,532 ADSs purchased on July 28, 2000 by Telenor East
Invest AS from VC Limited, an affiliate of VimpelCom, were no longer subject to
cancellation; and (e) VimpelCom and VC Limited gained access to the proceeds
from the sale of the ADSs initially deposited in their "blocked" accounts.
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 Executive Vice President
Universitetsgatan 2
4
<PAGE>
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 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
5
<PAGE>
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
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.
6
<PAGE>
(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 Loan Agreement, Telenor East Invest AS ("Telenor") lent VimpelCom
US$50,000,000 (the "Loans") to finance certain of VimpelCom's ongoing operations
and debt refinancings. On July 28, 2000, the Loans were repaid in full and all
interest accrued thereon and all fees owing under the Loan Agreement were paid
to Telenor.
On July 28, 2000, Telenor used the proceeds of such repayment and payment
to purchase 2,363,931.42 ADSs (the "Initial ADSs") pursuant to the exercise of
its option under the Primary Agreement (Financing Vehicles) dated as of June 23,
2000 (the "Primary Agreement") between Telenor, VimpelCom Finance B.V. and its
designees from time to time party thereto, including VC Limited. In addition,
Telenor purchased 36,600.58 ADSs (the "Additional ADSs") pursuant to the
exercise of its option under the Letter Agreement dated as of June 23, 2000
between VimpelCom, Telenor and certain other parties thereto (the "Letter
Agreement"). Telenor purchased the Initial ADSs and the Additional ADSs
(totaling 2,400,532 ADSs, representing an aggregate of 1,800,399 shares of
Common Stock) 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
Securities Act of 1933, as amended. This transaction was consummated
simultaneously with a public offering by VimpelCom of ADSs and a public offering
by VimpelCom B.V., an affiliate of VimpelCom, of notes convertible into ADSs.
Under the terms of the Restricted Deposit Agreement, the ADSs purchased by
Telenor were subject to cancellation until the Placement Report had been
registered by the FCSM. The Placement Report was registered by the FCSM on
August 18, 2000, and VimpelCom was notified of such registration by the FCSM on
August 21, 2000. Therefore, the ADSs purchased by Telenor are no longer subject
to cancellation.
In addition, under the terms of the Restricted Deposit Agreement, the
shares of Common Stock underlying the ADSs purchased by Telenor could not be
deposited with the Depositary until the Placement Report had been registered
with the FCSM. On August 21, 2000, the shares of Common Stock underlying the
ADSs purchased by Telenor were deposited with the Depositary in accordance with
the terms of the Restricted Deposit Agreement.
To provide VimpelCom with access to additional financing in the event the
FCSM failed to register the Placement Report and VimpelCom was required to
return the purchase price of the ADSs 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., would 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 had failed to register the Placement
Report, then, in accordance with the Loan Agreement and the Citibank Guarantee,
Telenor was required to send a notice to Citibank T/O advising it of the FCSM's
failure to register the Placement Report. Upon receipt of such notice and
certain instructions, Citibank T/O was, under the terms of the Citibank
Guarantee, required to make the transfers necessary for the repayment to Telenor
of the amount paid by Telenor to VC Limited for the Initial ADSs and for the
disbursement by Telenor of an equal amount to VimpelCom under the Loan Agreement
(the "Mandatory Disbursement").
As of August 18, 2000, the date of registration of the Placement Report by
the FCSM, Telenor is no longer obligated to make the Mandatory Disbursement, and
the Loan Agreement has terminated. In addition, as of August 18, 2000, 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, any loan made to VimpelCom
pursuant to the Mandatory Disbursement, has terminated.
The amount paid by Telenor for the Additional ADSs was initially 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"). VimpelCom and VC Limited did not have access
to the funds deposited in the blocked accounts until and unless VimpelCom
delivered, 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 had registered the
Placement Report. On August 21, 2000, VimpelCom delivered to Citibank T/O and
Telenor such notice (accompanied by a copy of the Placement Report and an
opinion of VimpelCom's counsel), and VimpelCom and VC Limited gained access to
their respective blocked accounts.
7
<PAGE>
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 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 C, D and E
to Amendment No. 7 to the Statement on Schedule 13D amended hereby,
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 underlying 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.
8
<PAGE>
Under Section 2.07 of the Primary Agreement between Telenor and VimpelCom
dated as of December 1, 1998 (the "Initial Primary Agreement"), VimpelCom has a
call option 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
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.
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 of Common Stock as part of the offering, a total of
22,749,175 shares of voting capital stock are subject to the Shareholders
Agreement, constituting in the aggregate approximately 54.67% 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 voting capital 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. 8
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) 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 owned by Telenor. Neither the filing of this Amendment No. 8 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
9
<PAGE>
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 documents described in the statement on Schedule
13D and Amendments Nos. 1, 2, 3, 4, 5, 6, or 7 thereto, 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
--------------------------------
Attached hereto as Exhibit "A" 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.
10
<PAGE>
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 31, 2000 TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
---------------------------------
Henrik Torgersen
Attorney-in-Fact
TELENOR AS
By /s/ Ole Petter Hakonsen
---------------------------------
Ole Petter Hakonsen
Authorized Signatory
By /s/ Peter Pay
---------------------------------
Peter Pay
Authorized Signatory
11
<PAGE>
Index to Exhibits
Exhibit "A" 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.
