UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
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(Name of Issuer)
Common Stock, 0.005 rubles nominal value
----------------------------------------
(Title of Class of Securities)
68370R 10 9
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(CUSIP Number)
Cindy Reiners
Grand Financial Holding S.A.
Boulevard Royal 11
Luxembourg L-2449
Tel: +352 466 3941
----------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2002
------------
(Date of Event which Requires Filing
of this Statement)
With a Copy to:
Pavel Kulikov
OOO Alfa-Eco
21 Novy Arbat
119992 Moscow
Russian Federation
(7-095) 202 8364
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
Introductory Statement
This Amendment Number 1 (the "Amendment") to the Statement on Schedule 13D
amends and supplements the Statement on Schedule 13D previously filed jointly by
Grand Financial Holding S.A., Grand Financial Group Ltd., Continental Holding
Foundation and Mr. Gleb Fetisov (the "Reporting Persons") on February 11, 2002
(the "Statement"). This Amendment relates to the common stock (the "Common
Stock"), 0.005 rubles nominal value, of Open Joint Stock Company "Vimpel-
Communications" ("VimpelCom"), a Russian open joint stock company, acquired by
Eco Telecom Limited ("Eco Telecom"), as reported in a Statement on Schedule 13D
filed jointly by Eco Telecom, Eco Holdings Limited ("Eco Holdings"), CTF
Holdings Limited ("CTF Holdings") and Crown Finance Foundation (together, the
"Eco Telecom Reporting Persons") on June 11, 2001 (as amended and supplemented
from time to time, the "Eco Telecom Schedule 13D").
The Statement is hereby amended and supplemented with respect to the items
set forth below.
Item 2. Identity and Background
A current list of the directors and officers of the Reporting Persons is
set forth in Annex A hereto, which is incorporated herein by reference in
response to this Item 2.
During the past five years, none of the Reporting Persons and, to the best
of the Reporting Persons' knowledge, no other person identified in response to
this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the
information set forth in response to Item 6 herein, which is incorporated by
reference in response to this Item 4.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a) and (b) Each of the Reporting Persons may be deemed to share power to
direct the voting and disposition of the Common Stock and 6,426,600 shares of
VimpelCom Preferred Stock held for the account of Eco Telecom with CTF Holdings
(a Gibraltar limited liability company with its principal address at Suite 2, 4
Irish Place, Gibraltar and its principal business being to function as a holding
company) and Crown Finance Foundation (a Liechtenstein foundation with its
principal address at Am Schragen Weg 14, P.O. Box 1618, FL-9490, Vaduz,
Liechtenstein, and its principal business being investment and management of the
assets and capital of the foundation). During the past five years, to the best
of the Reporting Persons' knowledge, neither CTF Holdings Limited nor Crown
Finance Foundation has been
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(a) convicted in a criminal proceeding or (b) a party to any civil proceeding as
a result of which it has been 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.
(c) Except for the transactions described in this Amendment, to the best
of the Reporting Persons' knowledge, there have been no transactions effected
with respect to the shares of Common Stock during the past 60 days by any of the
Reporting Persons or any person named in response to Item 2.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Certain Amendments to Transaction Documents
Amendment No. 1 to the VimpelCom-Region Primary Agreement
---------------------------------------------------------
On November 5, 2001, Eco Telecom completed the purchase of newly-issued
shares of the Common Stock for US$103 million. VimpelCom contributed the US$103
million received from Eco Telecom (together with an additional US$15.8 million
of its own funds) as equity to Open Joint Stock Company "VimpelCom-Region"
("VimpelCom-Region"). Under the terms of the transaction documents described in
the Eco Telecom Schedule 13D, VimpelCom-Region will raise up to US$337 million
(if Telenor East Invest AS ("Telenor") and VimpelCom exercise the options
described in the Eco Telecom Schedule 13D and below). The US$103 million
contributed by VimpelCom represented the first tranche of this investment.
Approximately US$117 million will be raised directly by VimpelCom-Region through
two capital increases to be subscribed by Eco Telecom in November 2002 and
November 2003, subject to extension in certain cases, for a total investment of
up to US$220 million. Under the transaction documents (prior to the amendments
described below), VimpelCom and Telenor had options, either collectively or
individually, to invest up to an aggregate of US$117 million directly in
VimpelCom-Region simultaneously with Eco Telecom's second and third investment
tranches. If VimpelCom and Telenor exercised these options in full, each would
have invested US$58.5 million in VimpelCom-Region. If either did not exercise
its respective options in full or at all, any unexercised options may have been
exercised by the other company.
On December 3, 2001, as contemplated by the agreements entered into by the
Eco Telecom Reporting Persons and other third parties as described in the
Statement and the Eco Telecom Schedule 13D, VimpelCom-Region sold to Eco Telecom
newly-issued shares of Type-A convertible voting preferred stock of VimpelCom-
Region and one share of common stock of VimpelCom-Region for a purchase price of
approximately US$40,000, resulting in Eco Telecom owning 25% plus one share of
the outstanding voting capital stock of VimpelCom-Region as of December 3, 2001.
Pursuant to Amendment No. 1 to the VimpelCom-Region Primary Agreement (as
defined below), after the closing of Eco Telecom's second tranche investment in
VimpelCom-Region scheduled for November 2002, the preferred stock will be
redistributed among Eco Telecom, Telenor and VimpelCom so that each will own the
same percentage of the voting capital stock of VimpelCom-Region that it would
have owned if (i) its investments in VimpelCom-Region at the second closing had
been
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applied to purchase common stock of VimpelCom-Region at a price per share of
US$40,000 and (ii) VimpelCom-Region repurchased from Eco Telecom and cancelled
all the shares of VimpelCom-Region preferred stock owned by Eco Telecom. After
the closing of Eco Telecom's third tranche investment in VimpelCom-Region
scheduled for November 2003, the preferred stock will again be redistributed
among Eco Telecom, Telenor and VimpelCom so that each will own the same
percentage of the voting capital stock of VimpelCom-Region that it would have
owned if (i) its investments in VimpelCom-Region at the third closing had been
applied to purchase common stock of VimpelCom-Region at a price per share of
US$40,000 and (ii) VimpelCom-Region repurchased from Eco Telecom and cancelled
such number of shares of preferred stock owned by Eco Telecom to the extent
necessary for Eco Telecom to own at least 25% plus 1 share of the issued and
outstanding voting capital stock of VimpelCom-Region (subject to certain
adjustments in the event that Eco Telecom defaults on its obligations pursuant
to the transaction documents).
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Primary Agreement (defined
as the "VIP-R Primary Agreement" in the Statement and Eco Telecom Schedule 13D
and referred to hereinafter as the "VimpelCom-Region Primary Agreement").
Amendment No. 1 to the VimpelCom-Region Primary Agreement provides that
Telenor's option to invest US$29.5 million in VimpelCom-Region in November 2002
has been combined with its option to invest US$29.5 million in VimpelCom-Region
in November 2003. After giving effect to Amendment No. 1 to the VimpelCom-
Region Primary Agreement, Telenor now has a single option to invest US$58.5
million in VimpelCom-Region in November 2002 (subject to extension in certain
cases). Such option cannot be exercised in part. Amendment No. 1 to the
VimpelCom-Region Primary Agreement also requires VimpelCom to exercise its
option to purchase newly-issued shares of common stock of VimpelCom-Region in
November 2002 (subject to extension in certain cases) for an aggregate purchase
price of the ruble equivalent of either (a) US$58.5 million if Telenor exercises
its option to purchase newly-issued shares of VimpelCom-Region for a purchase
price of US$58.5 million or (b) US$117 million if Telenor does not exercise its
option to purchase newly-issued shares of VimpelCom-Region. Eco Telecom will
invest in VimpelCom-Region US$58.5 million in November 2002 and US$58.5 million
in November 2003, subject to extension in certain cases, as required under the
terms of the VimpelCom-Region Primary Agreement, unless it chooses to accelerate
all or a part of the amount it is required to invest in November 2003.
The description of Amendment No. 1 to the VimpelCom-Region Primary
Agreement contained in this Item 6 is qualified in its entirety by reference to
the complete text of Amendment No. 1 to the VimpelCom-Region Primary Agreement
filed as an Exhibit hereto.
Amendment No. 1 to the VimpelCom-Region Shareholders Agreement
--------------------------------------------------------------
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Shareholders Agreement
(defined in the Eco Telecom Schedule 13D as the "VIP-R Shareholders Agreement"
and hereinafter referred to as the "VimpelCom-Region Shareholders Agreement").
Amendment No. 1 to the VimpelCom-Region Shareholders Agreement
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provides that if external financing is not obtained by February 2005 in order to
meet VimpelCom-Region's five-year funding plan, VimpelCom-Region will give each
of its shareholders the right to contribute to its capital on a pro rata basis
in an amount necessary to make up the funding shortfall. However, if any
shareholder does not exercise its right to make such a contribution, the other
shareholders would have the right to contribute on a pro rata basis all or a
portion of such shareholder's contribution. As part of Amendment No. 1, the
shareholders of VimpelCom-Region also agreed to vote in favor of and take all
actions necessary to effect the issuance of shares in connection with any such
share issuance.
In addition, the parties agreed on certain additional terms relating to a
proposed business combination of VimpelCom and VimpelCom-Region, including that
the review of such a combination may be initiated by any shareholder of
VimpelCom-Region that owns at least twenty-five percent (25%) plus one share of
VimpelCom-Region's voting shares (with respect to Eco Telecom, so long as it has
not failed to pay the purchase price for the shares of VimpelCom-Region at the
second or third closings). Such a review must be initiated prior to November 5,
2007 and may be initiated at any time after the third closing of Eco Telecom's
investment in VimpelCom-Region, provided that VimpelCom-Region has the same or a
greater number of subscribers as VimpelCom's Moscow operations. In the event
such a business combination review is initiated, VimpelCom is required to
negotiate in good faith with VimpelCom-Region to determine the structure and
terms and conditions of the business combination. To consummate any such
business combination, VimpelCom is also required to obtain a fairness opinion
from an international investment bank selected in accordance with the procedures
set forth in the VimpelCom-Region Shareholders Agreement, as amended. If (i) the
international investment bank determines that certain parameters are satisfied
with respect to the fair market value of the equity of VimpelCom as it relates
to the fair market value of the equity of VimpelCom-Region, (ii) the ratio of
the number of subscribers of VimpelCom's Moscow operations to the number of
subscribers of VimpelCom-Region is between 1:1 and 1:1.2, and (iii) VimpelCom
and VimpelCom-Region have negotiated the structure and terms of the business
combination, then the parties are required to take the following actions in
furtherance of a business combination: (a) subject to relevant fiduciary duties
and obtaining shareholder, regulatory and other necessary approvals, VimpelCom
and VimpelCom-Region are required to negotiate in good faith and use all
commercially reasonable efforts to take all actions necessary to effect the
business combination; (b) subject to the foregoing, VimpelCom is required to
submit to its shareholders for approval the business combination and issuance of
capital stock by it or one of its wholly-owned subsidiaries (or another entity
as the parties may determine); and (c) Eco Telecom, Telenor and VimpelCom are
required to take all actions within such party's capacity as a shareholder of
VimpelCom-Region to approve and effect the business combination.
Amendment No. 1 to the VimpelCom-Region Shareholders Agreement also
provides for VimpelCom-Region to amend and restate its charter to provide that
the board of directors of VimpelCom-Region will be disbanded to create a unified
management structure under VimpelCom. Issues that would otherwise have been
addressed by the Board of Directors of VimpelCom-Region will now be referred to
the shareholders of VimpelCom-Region. VimpelCom will vote its shares of
VimpelCom-Region in accordance with decisions approved by at least 80% of all of
the members of its Board of Directors. In addition, the charter will be amended
to
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provide that the General Director of VimpelCom-Region will be appointed by a
simple majority vote of the shareholders of VimpelCom-Region. The amended and
restated charter of VimpelCom-Region also reflects changes required to bring the
charter into compliance with Federal Law No. 120-FZ dated August 7, 2001, on
Amending the Federal Law on Joint Stock Companies.
The description of Amendment No. 1 to the VimpelCom-Region Shareholders
Agreement contained in this Item 6 is qualified in its entirety by reference to
the complete text of Amendment No. 1 to the VimpelCom-Region Shareholders
Agreement filed as an Exhibit hereto.
Amendment No. 1 to the VimpelCom-Region Registration Rights Agreement
---------------------------------------------------------------------
On May 15, 2002, VimpelCom, VimpelCom-Region, Eco Telecom and Telenor
entered into Amendment No. 1 to the VimpelCom-Region Registration Rights
Agreement (defined as the "VimpelCom-R Registration Rights Agreement" in the Eco
Telecom Schedule 13D and hereinafter referred to as the "VimpelCom-Region
Registration Rights Agreement"). The principal effect of Amendment No. 1 to the
VimpelCom-Region Registration Rights Agreement is to amend the VimpelCom-Region
Registration Rights Agreement to take account of the amendment to VimpelCom-
Region's charter eliminating VimpelCom-Region's Board of Directors and referring
issues that would otherwise have been decided by the Board of Directors of
VimpelCom-Region to VimpelCom-Region's shareholders.
The description of Amendment No. 1 to the VimpelCom-Region Registration
Rights Agreement contained in this Item 6 is qualified in its entirety by
reference to the complete text of Amendment No. 1 to the VimpelCom-Region
Registration Rights Agreement filed as an Exhibit hereto.
Pledge Agreement
On March 27, 2002, Eco Telecom notified VimpelCom and Telenor of Eco
Telecom's intention to pledge a certain number of the shares of Common Stock
owned by it for the purpose of obtaining a loan in the amount of US$20 million
from Central Asian Capital Corporation N.V. (the "Lender"), as described further
below.
On May 13, 2002, Eco Telecom entered into a Pledge Agreement with the
Lender, an entity organized under the laws of the Netherlands Antilles and an
affiliate of Kazkommertsbank Open Joint Stock Company, a bank organized under
the laws of Kazakhstan, as pledgeholder, and Limited Liability Company IC East
Capital, a Russian limited liability company (the "Depositary"), as agent (the
"Pledge Agreement"). The description of the Pledge Agreement contained in this
Item 6 is qualified in its entirety by reference to the complete text of the
Pledge Agreement filed as an Exhibit hereto. Under the Pledge Agreement, Eco
Telecom pledged to the Lender shares of Common Stock (the "Pledged Shares") to
secure all monies and obligations owing to the Lender (the "Pledge") under a
Loan Agreement between them dated May 13, 2002 (the "Loan Agreement"), pursuant
to which the Lender agreed to make a single loan to Eco Telecom in an aggregate
principal amount of US$20 million (the "Loan"). The Loan, which Eco Telecom
intends to apply for working capital purposes and to satisfy Eco Telecom's
general corporate financing requirements, is repayable in full on or before July
14, 2003. Repayment of the Loan is guaranteed by Eco Holdings.
6
The collateral securing the Loan will consist of a number of shares of
Common Stock with a market value equal to 150% of the outstanding principal
amount of the Loan. Generally, the market value of the Pledged Shares will be
based on the daily closing price of American Depositary Shares representing the
Common Stock. If the market value of the Pledged Shares falls and remains below
135% of the outstanding principal amount of the Loan for a continuous period of
three trading days, Eco Telecom will be required to pledge or cause to be
pledged a number of additional shares of Common Stock so that the total market
value of the Pledged Shares will not be less than 150% of such outstanding
principal amount. If the market value of the Pledged Shares exceeds and remains
above 165% of the outstanding principal amount of the Loan for a continuous
period of three trading days, the Lender will be required to release a portion
of the Pledged Shares such that the total market value of the Pledged Shares
will be equal to 150% of such outstanding principal amount. The Pledged Shares
will be deposited in a blocked account with the Depositary, which will be
responsible for monitoring on a day-to-day basis the market value of the Pledged
Shares and providing notice to Eco Telecom and the Lender of increases or
decreases in the collateral value. On May 15, 2002, 925,960 shares of Common
Stock owned by Eco Telecom were deposited with the Depositary and blocked in
favor of the Lender on Eco Telecom's account.
Eco Telecom will be entitled to exercise all voting and other rights
attaching to the Pledged Shares until the Lender enforces its security under the
terms of the Pledge Agreement and becomes the registered holder of the Pledged
Shares. Eco Telecom agreed in the Pledge Agreement that it will not, among other
things, sell, transfer or otherwise dispose of any of the Pledged Shares during
the term of the Pledge. The Pledge will terminate upon the earlier to occur of
the full repayment of Eco Telecom's obligations under the Loan Agreement or the
written agreement of the parties to the Pledge Agreement.
Except as set forth in the Statement and in this Amendment, to the best of
the Reporting Persons' knowledge, there are no contracts, arrangements,
understandings or relationships with respect to the securities of VimpelCom
among the persons named in Item 2 or between such persons and any other person.
Item 7. Material to be Filed as Exhibits
The Exhibit Index is incorporated herein by reference.
7
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June 5, 2002 GRAND FINANCIAL HOLDING S.A.
By: /s/ Pavel Valentinovich Kulikov
___________________________
Pavel Valentinovich Kulikov
Attorney-in-Fact
Date: June 5, 2002 GRAND FINANCIAL GROUP LTD.
By: /s/ Pavel Valentinovich Kulikov
___________________________
Pavel Valentinovich Kulikov
Attorney-In-Fact
Date: June 5, 2002 CONTINENTAL HOLDING FOUNDATION
By: /s/ Pavel Valentinovich Kulikov
___________________________
Pavel Valentinovich Kulikov
Attorney-In-Fact
Date: June 5, 2002 GLEB FETISOV
By: /s/ Pavel Valentinovich Kulikov
___________________________
Pavel Valentinovich Kulikov
Attorney-In-Fact
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Annex A
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Directors of Grand Financial Holding S.A.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Geoffrey P. Hemy Director, Grand Financial Boulevard Royal 11,
(United Kingdom) Holding S.A. Luxembourg L-2449
Cindy Reiners (Luxembourg) Senior Trust Officer, Boulevard Royal 11,
Ludovissy & Associates Luxembourg L-2449
Gleb Fetisov (Russia) Member Russian Federation 11-6 Pozharskiy per.,
Council Moscow 119034 Russia
Directors of Grand Financial Group Ltd.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Irene Spoerry (Switzerland) Managing Director, Trident Cassandra Centre
Fiduciaries (Middle East) Ltd. 29, Theklas Lyssioti Street
P.O. Box 57398
CY-3315 Limassol
Cyprus
Michael Tallis (Greece) Financial Controller, Trident Cassandra Centre
Fiduciaries (Middle East) Ltd. 29, Theklas Lyssioti Street
P.O. Box 57398
CY-3315 Limassol
Cyprus
Directors of Continental Holding Foundation
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Martin Gstoehl (Liechtenstein) Attorney, JuraTrust Mitteldorf 1, P.O. Box 838,
FL-9490 Vaduz, Principality of
Liechtenstein
Dr. iur. E. Michael Frichtinger Lawyer Mitteldorf 1, P.O. Box 838,
(Austria) FL-9490 Vaduz, Principality of
Liechtenstein
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EXHIBIT INDEX
Exhibit 24.1 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Grand Financial
Holding S.A.
Exhibit 24.2 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Grand Financial
Group Ltd.
Exhibit 24.3 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Continental
Holding Foundation.
Exhibit 24.4 A conformed copy of the Power of Attorney authorizing Pavel
Kulikov to sign this Amendment on behalf of Gleb Fetisov.
Exhibit 99.1 A conformed copy of Amendment No. 1 to the Registration Rights
Agreement, dated as of May 15, 2002, by and among Open Joint
Stock Company "Vimpel-Communications", Eco Telecom Limited,
Telenor East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.2 A conformed copy of Amendment No. 1 to the Shareholders
Agreement, dated as of May 15, 2002, by and among Open Joint
Stock Company "Vimpel-Communications", Eco Telecom Limited,
Telenor East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.3 A conformed copy of Amendment No. 1 to the Primary Agreement,
dated as of May 15, 2002, by and among Open Joint Stock
Company "Vimpel-Communications", Eco Telecom Limited, Telenor
East Invest AS and Open Joint Stock Company
"VimpelCom-Region".
Exhibit 99.4 A conformed copy of the Pledge Agreement dated May 13, 2002,
by and among Eco Telecom Limited, Central Asian Capital
Corporation N.V. and Limited Liability Company IC East
Capital.
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