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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. 42)*
OPEN JOINT STOCK COMPANY VIMPEL-COMMUNICATIONS
(Name of Issuer)
Common Stock, 0.005 rubles nominal value
(Title of Class of Securities)
68370R 10 9
(CUSIP Number)
Bjørn Hogstad
Telenor ASA
Snarøyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 2007
(Date of Event which Requires Filing
of this Statement)
Copy to:
Peter ODriscoll
Orrick, Herrington & Sutcliffe
Tower 42, Level 35
25 Old Broad Street
London EC2N 1HQ
England
44-20-7562-5000
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 §§ 240.13d-1(e)
or 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page will be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed filed for
the purpose of Section 18 of the Securities Exchange of 1934 (the Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person: Telenor East Invest AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
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N/A |
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6. |
Citizenship or Place of Organization: Norway |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 17,254,579(1)
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8. | Shared Voting Power: -0- |
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9. | Sole Dispositive
Power: 17,254,579(1)
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10. | Shared Dispositive Power: -0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 17,254,579(1) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): 33.6% of the outstanding Common
Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions): CO |
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(1)1,916,725
of such shares are represented by 7,666,900 American Depositary
Receipts.
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CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person: Telenor Mobile Holding AS |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): N/A |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
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N/A |
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6. |
Citizenship or Place of Organization: Norway |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 17,254,579(2)
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8. | Shared Voting Power: -0- |
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9. | Sole Dispositive
Power: 17,254,579(2)
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10. | Shared Dispositive Power: -0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 17,254,579(2)
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): 33.6% of the outstanding
Common Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions): CO |
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(2)1,916,725
of such shares are represented by 7,666,900 American Depositary
Receipts. The
Reporting Person disclaims beneficial ownership of all shares and
American Depositary Receipts.
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CUSIP No. 68370R 10 9 |
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1. |
Name of Reporting Person: Telenor ASA |
I.R.S. Identification Nos. of above persons (entities only):
000-00-0000 |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only: |
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4. |
Source of Funds (See Instructions): WC |
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5. |
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e):
o N/A |
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6. |
Citizenship or Place of Organization: Norway |
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Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power: 17,254,579(3) |
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8. | Shared Voting Power: -0- |
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9. | Sole Dispositive
Power: 17,254,579(3) |
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10. | Shared Dispositive Power: -0- |
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11. | Aggregate Amount
Beneficially Owned by Each Reporting Person: 17,254,579(3) |
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12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
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13. | Percent of Class
Represented by Amount in Row (11): 33.6% of the outstanding
Common Stock (29.9% of the outstanding voting capital stock) |
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14. | Type of Reporting Person (See Instructions): CO |
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(3)1,916,725
of such shares are represented by 7,666,900 American Depositary
Receipts. The
Reporting Person disclaims beneficial ownership of all shares and
American Depositary Receipts.
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 jointly filed by Telenor East Invest AS, Telenor Mobile
Holding AS and Telenor ASA (as amended by Amendment Nos. 1 through 42, the Statement), is hereby
amended and supplemented with respect to the items set forth below.
Except as provided herein, this Amendment does not modify any of the information previously
reported in the Statement.
Item 2. Identity and Background
This amendment to the Statement on Schedule 13D is being jointly filed by Telenor East Invest
AS, Telenor Mobile Holding AS and Telenor ASA (collectively, the Reporting Persons).
TELENOR EAST INVEST AS
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(a) |
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Telenor East Invest AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N 1331 Fornebu
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. Except as otherwise indicated, the business address
of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331
Fornebu, Norway.
DIRECTORS OF TELENOR EAST INVEST AS
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jan
Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of Telenor
ASA and Head of Telenor in Eastern/Central Europe |
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Ragnar
Korsaeth
(Oslo, Norway)
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Norway
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Executive Vice President of Telenor ASA
and Head of Global Coordination; and Chief Operating Officer of Telenor Mobile Communications AS |
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Bjørn
Hogstad
(Oslo, Norway)
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Norway
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Attorney, Advokatene i Telenor |
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EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Kenneth Bolsoy
(Oslo, Norway)
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Norway
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Financial Controller, 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 MOBILE HOLDING AS
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(a) |
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Telenor Mobile Holding AS, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N 1331 Fornebu
Norway |
(c) Telenor Mobile Holding AS is engaged principally in the development of and investment in
the field of telecommunications through direct and indirect ownership of companies and entering
into agreements relating to telecommunications.
(d) During the last five years, Telenor Mobile Holding AS has not been convicted in a criminal
proceeding.
(e) During the last five years, Telenor Mobile Holding AS was not a party to a civil
proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding 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 MOBILE HOLDING AS
(f) (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
Mobile Holding AS. The address of the directors and executive officers is Telenor Mobile Holding
AS, c/o Telenor ASA, Snarøyveien 30, N 1331 Fornebu, Norway.
DIRECTORS OF TELENOR MOBILE HOLDING AS
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
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Trond
Westlie
(Oslo, Norway)
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Norway
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Executive Vice
President and Chief Financial
Officer of Telenor ASA |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in Eastern/Central Europe |
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Berit Svendsen
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA |
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Morten Fallstein
(Oslo, Norway)
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Norway
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Employee Representative |
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Tore Haugland
(Bergen, Norway)
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Norway
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Employee Representative |
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Arnhild Londal
(Oslo, Norway)
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Norway
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Employee Representative |
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Kirsten Dalholt
(Oslo, Norway)
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Norway
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Senior Advisor of Telenor ASA
Nordic Division |
EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Arve Johansen
(Oslo, Norway)
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Norway
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Senior Executive Vice President
of Telenor ASA and Head of Telenor in Asia; and Chief Executive Officer of
Telenor Mobile Holding AS |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
(d) During the last five years, none of the above executive officers and directors of Telenor
Mobile Holding AS has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
Mobile Holding 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
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(a) |
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Telenor ASA, a corporation formed under the laws of Norway. |
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(b) |
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Snarøyveien 30
N 1331 Fornebu
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, business
address and present principal occupation of each of the directors and executive officers of Telenor
ASA. Except as otherwise indicated, the business address of each of such persons is c/o Telenor
ASA, Snarøyveien 30, N 1331 Fornebu, Norway.
DIRECTORS OF TELENOR ASA
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Torleif Enger
(Ostre Toten, Norway)
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Norway
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Chief Executive Officer of Yara
International ASA and Chairman of
the Board of Telenor ASA |
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Bjorg Ven
(Oslo, Norway)
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Norway
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Partner, Haavind Vislie Law Firm;
Deputy Chairman of the Board of
Telenor ASA; and Member of the
Boards of Cermaq ASA, Vital
Insurance AS and Dagbladet AS |
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Hanne de Mora
(Erlenbach, Switzerland)
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Switzerland
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Principal of A-Connect and Member
of the Board of Tomra ASA |
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Jorgen Lindegaard
(Stockholm, Sweden)
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Denmark
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President and Chief Executive
Officer of the SAS Group and
Member of the Boards of
Finansieringsinstituttet for
Industri og Haandvaerk AS and
Superfos AS |
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John Giverholt
(Asker, Norway)
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Norway
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Chief Financial Officer of Ferd AS |
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Paul Bergqvist
(Stockholm, Sweden)
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Sweden
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Managing Director of Carlsberg
Sweden |
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Liselott Kilaas
(Oslo, Norway)
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Norway
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Managing Director of ZENITEL ASA |
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Per Gunnar Salomonsen
(Skien, Norway)
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Norway
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Employee Representative |
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Harald Stavn
(Kongsberg, Norway)
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Norway
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Employee Representative |
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Irma Ruth Tystad
(Trysil, Norway)
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Norway
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Employee Representative |
EXECUTIVE OFFICERS OF TELENOR ASA
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Name and Business Address |
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Citizenship |
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Present Principal Occupation |
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Jon Fredrik Baksaas
(Sandvika, Norway)
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Norway
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President and Chief Executive
Officer of Telenor ASA and
Chairman of the Board of
Telenor Mobile Holding AS |
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Arve Johansen
(Oslo, Norway)
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Norway
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Senior Executive Vice President
of Telenor ASA and Head of Telenor in Asia; and Chief Executive Officer of
Telenor Mobile Holding AS |
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Trond
Westlie
(Oslo, Norway)
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Norway
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Executive Vice President
and Chief Financial Officer of
Telenor ASA |
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Jan Edvard Thygesen
(Nesbru, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in Eastern/Central Europe |
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Stig Eide Sivertsen
(Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor Broadcast; Chief Executive
Officer of Telenor Broadband
Services AS; and Chairman of
the Board of Canal Digital AS |
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Morten Karlsen Sorby
(Hammaro, Sweden)
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Norway
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Executive Vice President of
Telenor ASA and Head of Telenor in the Nordic Region; and Chief Executive
Officer of Telenor Norway |
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Ragnar
Korsaeth (Oslo, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Global Coordination; and Chief Operating
Officer of Telenor Mobile Communications AS |
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Bjørn
Magnus Kopperud
(Drammen, Norway)
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Norway
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Executive Vice President of
Telenor ASA and Head of Human Resources |
(d) During the last five years, none of the above executive officers and
directors of Telenor ASA has been convicted in a criminal proceeding.
(e) During the last five years, none of the above executive officers and directors of Telenor
ASA 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
Telenor East Invest will use its working capital to settle its obligations from time to time under
the Swap Agreement (as defined below), and Telenor ASA will use its
working capital to settle its obligations under the Guarantee (as defined below). As of the date of this Amendment, the amount of such obligations
cannot be determined.
Item 4. Purpose of the Transaction
As
previously disclosed in Amendment No. 36 to this Statement, on June 2, 2006, Telenor ASA
entered into a master confirmation (the Swap Agreement) with ING Bank N.V., London Branch (ING)
providing for a total return equity swap (the Swap Transaction) in respect of up to 8,130,000
American Depositary Receipts of VimpelCom (ADRs) (evidencing up to 2,032,500 shares of Common
Stock of VimpelCom). During the period from June 2, 2006 to September 30, 2006, ING executed and
delivered to Telenor ASA supplemental confirmations in respect of
8,114,300 ADRs acquired by ING
(the Underlying ADRs)
under the Swap Agreement. As disclosed in Amendment No. 41 to this Statement, on
March 30, 2007, ING, Telenor ASA and Telenor East Invest entered into
an assignment, novation and amendment
agreement (the Assignment Agreement), pursuant to which Telenor ASA transferred all of its rights
and obligations under the Swap Agreement to Telenor East Invest. In addition, Telenor ASA and
ING entered into a guarantee agreement (the Guarantee),
pursuant to which Telenor ASA agreed to unconditionally and irrevocably
guarantee the payment and
performance of Telenor East Invests obligations under the Swap Agreement.
On
May 11, 2007,
Telenor East Invest and ING entered into an amendment agreement
(the "Second Amendment Agreement"), pursuant to which Telenor East Invest and ING agreed to further amend
the Swap Agreement to provide for physical settlement in respect
of 7,666,900 of the Underlying ADRs acquired by ING under the Swap Agreement (equivalent to 1,916,725
shares of Common Stock of VimpelCom)
and to extend the Swap Agreement until June 2, 2008 in respect of the
447,400
Underlying ADRs that remain subject to the Swap Agreement. Under the terms of the
Second Amendment Agreement, Telenor East Invest agreed to acquire
7,666,900 ADRs from ING for $97.15261 per ADR.
On May 11, 2007, Telenor East Invest paid ING for such ADRs, and ING transferred such ADRs to Telenor East Invest.
Telenor
East Invest has entered into the Second Amendment Agreement in order to (a) increase the number of shares of
VimpelCom Common Stock and ADRs held by it and thereby increase the
likelihood that three or more of its five nominees to the board of
directors of VimpelCom (the Board) are elected to the
Board at VimpelComs annual general meeting of shareholders scheduled for June 29, 2007, and (b) with respect to the Underlying ADRs that remain subject to the Swap Agreement, continue to partially hedge itself against further increases in the price of VimpelCom ADRs.
After giving effect to the Second Amendment Agreement, under the Swap
Agreement, Telenor East Invest will continue to make
payments to, or receive payments from, ING that reflect the total return on
the notional value of the remaining Underlying ADRs until
June 2, 2008
(unless the Swap Transaction is fully terminated prior to such date), including receiving amounts
equivalent to 85% of the amount of any dividends paid during the term of the Swap Transaction, and
Telenor East Invest will make payments to ING equivalent to a floating rate of interest on a
notional principal amount equal to the aggregate notional value of
the remaining Underlying ADRs.
The Swap
Agreement will continue to provide only for cash settlement with respect to the
remaining Underlying ADRs. Neither Telenor East Invest nor any of the other
Reporting Persons shall have any voting or investment power with
respect to any of the remaining Underlying ADRs, and Telenor East
Invest and each of the other Reporting Persons disclaim beneficial ownership of any such
securities.
Other
than the Second Amendment Agreement, the Assignment Agreement, the Guarantee and the Swap Agreement
(which incorporates by reference the 2002
ISDA Master Agreement and Schedule dated
March 30, 2007 between ING and Telenor East
Invest), none of the Reporting Persons has any contracts, arrangements, understandings or
relationships with ING with respect to the Underlying ADRs subject to the Swap
Agreement.
The
preceding summary of the Second Amendment Agreement, the Assignment Agreement, the Guarantee and the Swap
Transaction is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amendment Agreement, a conformed copy of which is attached hereto as Exhibit 99.1, the
full text of the Assignment Agreement and the Guarantee, conformed copies of which are
attached as Exhibits 99.1 and 99.2, respectively, to Amendment No.
41 to this Statement, and the full text of the Swap Agreement, a
conformed copy of which is attached as Exhibit 99.1 to
Amendment No. 36 to this Statement, each of which is incorporated herein by reference.
The Reporting Persons may, from time to time, and reserve the right to, change their plans or
intentions and to take any and all actions that they deem appropriate to maximize the value of
their investment in VimpelCom. In order to maximize the value of their investment in VimpelCom,
the Reporting Persons may, from time to time, consider, evaluate or propose various possible
transactions involving VimpelCom or its subsidiaries or affiliates, which could include, among
other things:
(i) the possible acquisition of additional securities of VimpelCom from time to
time in the open market, in privately negotiated transactions or otherwise, including,
without limitation, through entry into and exercise of call options or other
derivative transactions;
(ii) the possible acquisition or disposition of debt securities or other debt
instruments of third parties, in each case, that are secured by, convertible into or
exchangeable for securities of VimpelCom, and the enforcement of any such security
interest or the exercise of any such exchange or conversion right;
(iii) the possible disposition or exchange of any securities of VimpelCom owned by
them, including the possible disposition of all of the shares of Common Stock of
VimpelCom owned by them;
(iv) possible extraordinary corporate transactions (such as a merger,
consolidation, reorganization or restructuring) involving VimpelCom or any of its
subsidiaries, including with other telecommunication companies which may be affiliated
with the Reporting Persons;
(v) in
addition to the proposed transaction concerning Closed Joint Stock
Company Kyivstar G.S.M. previously described in the
Statement, the possible acquisition by VimpelCom or its subsidiaries of assets or
interests in one or more telecommunication companies, including other
telecommunication companies which may be affiliated with the Reporting Persons, or the
possible sale of assets or operations by VimpelCom or its subsidiaries;
(vi) making or seeking to make changes in or affecting the Board of Directors or
management of VimpelCom;
(vii) in addition to ongoing litigation and arbitration proceedings
previously described in the Statement, possible
litigation or arbitration involving VimpelCom, its Board of Directors and/or its
management and/or one or more of Eco Telecom Limited, Eco Holdings
Limited, CTF Holdings
Limited, Alfa Telecom Limited and their respective affiliates;
(viii) in
addition to the Swap Transaction, entering into and unwinding derivative transactions with respect to the securities
of VimpelCom; or
(ix) soliciting the votes of VimpelComs shareholders in relation to any annual or
extraordinary general meeting of shareholders of VimpelCom.
The Reporting Persons may also, from time to time, formulate other plans or proposals
regarding VimpelCom or its securities to the extent deemed advisable in light of market conditions,
subsequent developments affecting VimpelCom, the general business and future prospects of
VimpelCom, tax considerations, or other factors.
Item 5. Interest in Securities of the Issuer
(a) and (b) On the date hereof, after giving effect to the transactions described in Item 4, Telenor East Invest is the direct beneficial owner of
17,254,579 shares of Common Stock of VimpelCom constituting 29.9% of the issued and outstanding
voting capital stock (and 33.6% of the issued and outstanding
shares of Common Stock) of VimpelCom. 1,916,725 of such shares of Common Stock are represented by 7,666,900 ADRs. Telenor has the sole power to vote or direct the vote of, and the sole power to dispose or
direct the disposition of, 17,254,579 shares of Common Stock of VimpelCom, including 1,916,725 shares of Common Stock represented by ADRs.
Neither the filing of this Amendment nor any of its contents will be deemed to constitute an
admission that Telenor East Invest, Telenor Mobile Holding AS or Telenor ASA is the beneficial
owner of any shares of Common Stock or any ADRs (other than, solely in the case of Telenor East
Invest, 17,254,579 shares of Common Stock, 1,916,725 of which are represented by ADRs) for the purposes 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.
Telenor East Invest is a direct wholly owned subsidiary of Telenor Mobile Holding AS and an
indirect wholly owned subsidiary of Telenor ASA. As a result, Telenor Mobile Holding AS and/or
Telenor ASA may be deemed to be indirect beneficial owners of the shares of Common Stock owned by
Telenor East Invest. Neither the filing of this Amendment nor any of its contents will be deemed
to constitute an admission that Telenor Mobile Holding AS or Telenor ASA is the beneficial owner of
the shares of Common Stock (1,916,725 of which are represented by ADRs) held by Telenor East Invest for the purposes 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.
(c) Neither Telenor East Invest, Telenor Mobile Holding AS, nor Telenor ASA has effected any
transactions in VimpelComs Common Stock or ADRs since the filing of the
most recent amendment to the Statement, other than the transactions
described in Item 4 hereof, which is incorporated by reference
herein in its entirety.
(d) Neither Telenor East Invest, Telenor Mobile Holding AS, nor Telenor ASA 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, shares of Common Stock or ADRs beneficially owned by Telenor East Invest.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
As described in Item 4 hereof, which is incorporated by reference herein in its entirety, on
May 11, 2007, Telenor East Invest and ING entered into the
Second Amendment Agreement.
In addition to the Swap Transaction,
the Reporting Persons may, from time to time, enter into and unwind cash settled equity swap
or other similar derivative transactions with respect to the securities of VimpelCom, which
transactions may be significant in amount. These arrangements do not and will not give the
Reporting Persons voting or investment control over the securities of VimpelCom to which these
transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any
such securities.
Except as provided in the documents described in the Statement on Schedule 13D and Amendments
Nos. 1 through 42 hereto (inclusive), or as set forth herein, neither Telenor East Invest, Telenor Mobile Holding AS
or Telenor ASA, nor to the best of Telenor East Invests, Telenor Mobile Holding ASs or Telenor
ASAs knowledge, any 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, finders fees, joint ventures,
loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or
the giving or withholding of proxies.
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Item 7. |
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Material to be Filed as Exhibits |
99.1. |
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Second Amendment Agreement dated May 11, 2007 between ING Bank N.V.,
London Branch and Telenor East Invest AS
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SIGNATURES
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:
May 11, 2007
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TELENOR EAST INVEST AS
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By |
/s/ Jan Edvard Thygesen |
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Name: |
Jan Edvard Thygesen |
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Title: |
Chairman of the Board |
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TELENOR MOBILE HOLDING AS
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By |
/s/
Jon Fredrik Baksaas
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Name: |
Jon Fredrik Baksaas |
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Title: |
Chairman of the Board |
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TELENOR ASA
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By |
/s/
Jon Fredrik Baksaas |
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Name: |
Jon Fredrik Baksaas |
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Title: |
President and Chief
Executive Officer |
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