SCHEDULE 13D
Amendment No. 1
Vimpel Communications
American Depositary Receipt
Cusip # 68370R109
Cusip # 68370R109
Item 1: Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 143,160
Item 8: None
Item 9: 143,160
Item 10: None
Item 11: 304,160
Item 13: 1.31%
Item 14: HC, IA
PREAMBLE
Based upon information presently available to the
undersigned, including the number of shares of American
Depositary Receipts of the issuer (the "ADR's") outstanding as of
the date hereof and as of January 23, 1997 (the date as of which
the undersigned reported its ownership in its original report on
Schedule 13D filed with the Securities and Exchange Commission on
January 28, 1997 (the "Original 13D")), as of the date hereof and
as of January 23, 1997, the undersigned was the beneficial owner
of approximately 1.31% of the outstanding ADR's. Accordingly,
notwithstanding the filing of the Original 13D, the undersigned
is not, and was not on January 23, 1997, a Reporting Person
required to file reports on Schedule 13D. The undersigned will
not in the future file reports on Schedule 13D relating to the
ADR's unless and until the undersigned otherwise becomes a
Reporting Person.
Item 1. Security and Issuer.
This statement relates to shares of the American Depositary
Receipt, $0.00 par value (the "ADR's") of Vimpel Communications,
a Russia corporation (the "Company"). The principal executive
offices of the Company are located at 10-12 Ulitsa; 8-Marta,
Moscow, Russian Federation.
Item 2. Identity and Background.
This statement is being filed by Fidelity International
Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature
("FIL"). A separate Schedule 13D is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"), with respect to the ADR's.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment
companies or instrument trusts (the "International Funds") and
certain institutional investors. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
FMR is a holding company one of whose principal assets is
the capital stock of a wholly-owned subsidiary, Fidelity
Management & Research Company ("Fidelity"), which is also a
Massachusetts corporation. Fidelity is an investment adviser
which is registered under Section 203 of the Investment Advisers
Act of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves as
investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds").
Fidelity Management Trust Company ("FMTC"), a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6)
of the Securities Exchange Act of 1934, serves as trustee or
managing agent for various private investment accounts, primarily
employee benefit plans and serves as investment adviser to
certain other funds which are generally offered to limited groups
of investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real estate
development. The principal offices of FMR, Fidelity, and FMTC
are located at 82 Devonshire Street, Boston, Massachusetts 02109.
Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity
were distributed as a dividend, to the shareholders of FMR. FIL
currently operates as an entity independent of FMR and Fidelity,
with certain common shareholders. The International Funds and
FIL's other clients, with the exception of Fidelity and an
affiliate of Fidelity, are non-U.S. entities.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR.
In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the
right to cast approximately 47.22% of the total votes which may
be cast by all holders of FIL voting stock. Mr. Johnson 3d is
Chairman of FMR and FIL. FMR and FIL are separate and
independent corporate entities. FMR and FIL are managed
independently and their boards of Directors are generally
composed of different individuals. Their investment decisions
are made independently, and clients are different organizations.
The business address and principal occupation of Mr. Johnson 3d
is set forth in Schedule A hereto.
The ADR's to which this statement relates are owned directly
by two of the Fidelity Funds, and by Fidelity International
Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 (the "1934 Act") and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act. Therefore, they are of the view that the ADR's
held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FIL is making this filing on
a voluntary basis as if all of the ADR's are beneficially owned
by FMR and FIL on a joint basis.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The International Funds do not, and did not as of January
23, 1997, own more than 5.0% of the American Depositary Receipts.
Accordingly, the information required by this Item 3 is not
required to be disclosed. Any information provided in the
Original 13D under this item hereby is withdrawn.
Item 4. Purpose of Transaction.
The International Funds do not, and did not as of January
23, 1997, own more than 5.0% of the American Depositary Receipts.
Accordingly, the information required by this Item 4 is not
required to be disclosed. Any information provided in the
Original 13D under this item hereby is withdrawn.
Item 5. Interest in Securities of Issuer.
The International Funds do not, and did not as of January
23, 1997, own more than 5.0% of the American Depositary Receipts.
Accordingly, the information required by this Item 5 is not
required to be disclosed. Any information provided in the
Original 13D under this item hereby is withdrawn.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
The International Funds do not, and did not as of January
23, 1997, own more than 5.0% of the American Depositary Receipts.
Accordingly, the information required by this Item 6 is not
required to be disclosed. Any information provided in the
Original 13D under this item hereby is withdrawn.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Fidelity International Limited
DATE: March 5, 1997: By /s/Arthur
Loring
Arthur Loring
Attorney-in-Fact
SCHEDULE A
POSITION WITH PRINCIPAL
NAME AND ADDRESS INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman
of the Board Chief Executive
82 Devonshire Street Officer-FMR
Corp.
Boston, MA 02109
Barry J. Bateman Director President-Fidelity
London, England International Ltd.
EC3R 8LL
William L. Byrnes Director Vice Chairman-
82 Devonshire Street FMR Corp.
Boston, MA 02109
Simon Haslam Chief Financial Officer CFO-Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent,
TN119DZ
Charles T. M. Collis Director, & V.P.
Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International Ltd.
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box HM 670 President-Fidelity
Hamilton, Bermuda Bermuda, a division
of Fidelity
International Ltd.
Brett P. Goodin Company Secretary Company Secretary
and Chief
P.O. Box HM 670 Legal Officer-
Fidelity International
Hamilton, Bermuda Limited
Messrs. Johnson 3d, Byrnes, and Moreno are United States
citizens and Messrs. Cambridge, Collis, Saul, and Bateman are
citizens of the United Kingdom.
SCHEDULE B
Vimpel Communications
Not Applicable. The information provided in the Original 13D
under Schedule B hereby is withdrawn.
