UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)*
OPEN JOINT STOCK COMPANY
“VIMPEL-COMMUNICATIONS”
| (Name of Issuer) |
Common Stock, nominal value 0.005 rubles per share
| (Title of Class of Securities) |
68370R109
| (CUSIP Number) |
Franz Wolf
Eco Telecom Limited
Suite 2
4 Irish Place
Gibraltar
+350 41977
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
March 19, 2007
| (Date of Event which Requires Filing of this Statement) |
With a copy to:
Alexey Reznikovich
Altimo Holdings & Investments Limited
Str. Novy Arbat, build. 21
GSP-2
119992 Moscow, Russia
+7 (495) 981-4449
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 §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall 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 disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act 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).
| 1. | Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Eco Telecom Limited
000-00-0000 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds
AF; OO |
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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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¨ | ||
| 6. | Citizenship or Place of Organization
Gibraltar |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
18,054,927 shares of Common Stock* | |
| 8. Shared Voting Power
0 | ||
| 9. Sole Dispositive Power
18,054,927 shares of Common Stock* | ||
| 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,054,927 shares of Common Stock* |
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| 12. | Check If the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
35.2% of Common Stock* |
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| 14. | Type of Reporting Person
OO, HC |
| * | Eco Telecom is also the direct beneficial owner of 6,426,600 (100%) shares of the Issuer’s type-A voting preferred stock (the “Preferred Stock”), which, together with the total number of shares of the Issuer’s common stock owned by Eco Telecom, represents approximately 42.4% of the Issuer’s outstanding voting capital stock. See Item 5. |
| 1. | Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Altimo Holdings & Investments Limited
000-00-0000 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds
OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
British Virgin Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
18,054,927 shares of Common Stock* | |
| 8. Shared Voting Power
0 | ||
| 9. Sole Dispositive Power
18,054,927 shares of Common Stock* | ||
| 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,054,927 shares of Common Stock* |
|||
| 12. | Check If the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
35.2% of Common Stock* |
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| 14. | Type of Reporting Person
OO, HC |
| * | The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuer’s type-A voting preferred stock (the “Preferred Stock”), which, together with the total number of shares of the Issuer’s common stock that the reporting Person may be deemed to beneficially own, represents approximately 42.4% of the Issuer’s outstanding voting capital stock. See Item 5. |
| 1. | Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
CTF Holdings Limited
000-00-0000 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Source of Funds
AF; OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
Gibraltar |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
18,054,927 shares of Common Stock* | |
| 8. Shared Voting Power
0 | ||
| 9. Sole Dispositive Power
18,054,927 shares of Common Stock* | ||
| 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,054,927 shares of Common Stock* |
|||
| 12. | Check If the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
35.2% of Common Stock* |
|||
| 14. | Type of Reporting Person
OO, HC |
| * | The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuer’s type-A voting preferred stock (the “Preferred Stock”), which, together with the total number of shares of the Issuer’s common stock that the reporting Person may be deemed to beneficially own, represents approximately 42.4% of the Issuer’s outstanding voting capital stock. See Item 5. |
| 1. | Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Crown Finance Foundation
000-00-0000 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Source of Funds
AF; OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
¨ | ||
| 6. | Citizenship or Place of Organization
Liechtenstein |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power
18,054,927 shares of Common Stock* | |
| 8. Shared Voting Power
0 | ||
| 9. Sole Dispositive Power
18,054,927 shares of Common Stock* | ||
| 10. Shared Dispositive Power
0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,054,927 shares of Common Stock* |
|||
| 12. | Check If the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨ | ||
| 13. | Percent of Class Represented by Amount in Row (11)
35.2% of Common Stock* |
|||
| 14. | Type of Reporting Person
OO |
| * | The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuer’s type-A voting preferred stock (the “Preferred Stock”), which, together with the total number of shares of the Issuer’s common stock that the reporting Person may be deemed to beneficially own, represents approximately 42.4% of the Issuer’s outstanding voting capital stock. See Item 5. |
| Item 1. | Security and Issuer. |
This Amendment No. 31 (this “Amendment”) to the Statement on Schedule 13D relates to the common stock, nominal value 0.005 rubles per share (the “Common Stock”), of Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”). The initial Statement on Schedule 13D, previously filed jointly by Eco Telecom Limited (“Eco Telecom”), Eco Holdings Limited, CTF Holdings Limited (“CTF Holdings”) and Crown Finance Foundation (“Crown Finance”) on June 11, 2001 (as amended and supplemented by Amendment Nos. 1 through 30, the “Statement”), is hereby amended and supplemented with respect to the items set forth in this Amendment. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Statement.
| Item 2. | Identity and Background. |
This Amendment is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):
(i) Eco Telecom;
(ii) Altimo Holdings & Investments Limited (formerly known as Alfa Telecom Limited) (“Altimo”);
(iii) CTF Holdings; and
(iv) Crown Finance.
The Statement, as amended hereby, relates to the shares of Common Stock held for the account of Eco Telecom.
The Reporting Persons
Eco Telecom is a Gibraltar company, with its principal business address at 10/8 International Commercial Centre, Casemates Square, Gibraltar. The principal business of Eco Telecom is to function as a holding company. Current information concerning the identity and background of the directors and officers of Eco Telecom is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
Altimo is a British Virgin Islands company, with its principal address at P.O. Box 3339, Geneva Place, Second Floor, 333 Waterfront Drive, Road Town, Tortola, British Virgin Islands. The principal business of Altimo is to function as a holding company. Altimo is the sole shareholder of Eco Telecom and, in such capacity, may be deemed to be the beneficial owner of the shares of Common Stock held for the account of Eco Telecom. Current information concerning the identity and background of the directors and officers of Altimo is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
CTF Holdings is a Gibraltar limited liability company, with its principal address at Suite 2, 4 Irish Place, Gibraltar. The principal business of CTF Holdings is to function as a holding company. CTF Holdings indirectly owns a majority of the shares of Altimo and, in such capacity, may be deemed to be the beneficial owner of the shares of Common Stock held for the account of Eco Telecom. Current information concerning the identity and background of the directors and officers of CTF Holdings is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
Crown Finance is a Liechtenstein foundation, with its principal address at Am Schragen Weg 14, P.O. Box 1618, FL-9490, Vaduz, Liechtenstein. The principal business of Crown Finance is investment and management of the assets and capital of the foundation. Crown Finance is the sole shareholder of CTF Holdings and, in such capacity, may be deemed to be the beneficial owner of the shares of Common Stock held for the account of Eco Telecom. Current information concerning the identity and background of the directors and officers of Crown Finance is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
The “Supervisory Board” coordinates the strategic development of a group of affiliated entities, often referred to as the “Alfa Group Consortium,” which group includes the Reporting Persons. In certain instances, the Supervisory Board issues recommendations regarding strategic business decisions to the entities that are members of the Alfa Group Consortium. Current information regarding the identity and background of the members of the Supervisory Board is set forth in Annex A hereto, which is incorporated 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 or a judicial or administrative body of competent jurisdiction as a result of which such person 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. |
No material change.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby supplemented as follows:
The Reporting Persons are increasing their ownership of VimpleCom's Common Shares to increase their influence over the corporate actions to be taken by VimpelCom but may, from time to time, and reserve the right to, change their plans or intentions and take any and all actions that they deem appropriate to maximize the value of their investment in VimpelCom.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby supplemented as follows:
(a) The Reporting Persons may be deemed to be the direct or indirect beneficial owner of an aggregate of 6,426,600 shares of the Issuers type-A voting preferred stock, representing 100% of such class of securities, and an aggregate of 18,054,927 shares of the Issuer's Common Stock. 5,491,145 shares of such Common Stock would be represented by 21,964,581 American Depositary Receipts of VimpelCom (the "VimpelCom ADRs").
(b) Each of the Reporting Persons may be deemed to have sole voting power to direct the voting and disposition of an aggregate of 18,054,927 shares of Common Stock, which number would include Common Stock represented by 21,964,581 VimpelCom ADRs and an aggregate of 6,426,600 shares of the Issuer's type-A voting preferred stock held for the account of Eco Telecom.
(c) Pursuant to the share forward transactions previously described in the Reporting Persons' Amendments 26, 27, 28 and 29 to Schedule 13D, Eco Telecom received 4,915,200 VimpelCom ADRs on March 20, 2007. The ADRs, if converted into VimpelCom's Common Stock, would be the equivalent to 1,228,800 shares of VimpelCom Common Stock. Additionally, between March 15, 2007 and March 20, 2007, Eco Telecom received an aggregate of 1,630,100 VimpelCom ADRs that it had purchased in an open-market transaction, at an average price of $89.3166 per VimpelCom ADR. Also, between March 19, 2007 and March 20, 2007, Eco Telecom received an aggregate of 5,125,347 VimpelCom ADRs that it had purchased in brokered transactions from other significant shareholders of VimpelCom, for an average price of 92.1799 per VimpelCom ADR. If converted to Common Stock, such VimpelCom ADRs would represent 1,688,862 shares of Common Stock.
(d) No material change.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
No material change.
| Item 7. | Material to be Filed as Exhibits. |
None.
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.
| Date: March 19, 2007 | ECO TELECOM LIMITED | |||
| By: | /s/Marina Kushnareva | |||
| Name: | Marina Kushnareva | |||
| Title: | Director | |||
| Date: March 19, 2007 | ALTIMO HOLDINGS & INVESTMENTS LIMITED | |||
| By: | /s/Franz Wolf | |||
| Name: | Franz Wolf | |||
| Title: | Director | |||
| Date: March 19, 2007 | CTF HOLDINGS LIMITED | |||
| By: | /s/Franz Wolf | |||
| Name: | Franz Wolf | |||
| Title: | Director | |||
| Date: March 19, 2007 | CROWN HOLDINGS LIMITED | |||
| By: | /s/Franz Wolf | |||
| Name: | Franz Wolf | |||
| Title: | Attorney-in-Fact | |||
ANNEX A
Directors and Officers of Eco Telecom Limited
| Name/Citizenship |
Principal Occupation |
Business Address | ||
| Marina Kushnareva, Director (Russia) |
Manager, CTF Holdings Limited | Suite 2 4 Irish Place, Gibraltar |
Directors and Officers of Altimo Holdings & Investments Limited
| Name/Citizenship |
Principal Occupation |
Business Address | ||
| Geoffrey Piers Hemy, Director (United Kingdom) |
Director, Grand Financial Holding S.A. |
11 Boulevard Royale L-2449 Luxembourg | ||
| Georgia Karydes, Director (Cyprus) |
Director, Feldmans Management (Overseas) Ltd. |
6 Nikou Georgiou Street Block C, Office 704 Nicosia 1098, Cyprus | ||
| Olga Kichatova, Director (Russia) |
Senior Financial Advisor, CTF Holdings Limited | 3rd Floor, building 3, 6 Sechenovskiy per. Moscow Russia 109 034 | ||
| Alexey Reznikovich, Chief Executive Officer (Russia) |
Chief Executive Officer, OOO ALTIMO Limited |
Str. Novy Arbat, build. 21 GSP-2 119992 Moscow, Russia | ||
| Marina Kushnareva, Director (Russia) |
Director, CTF Holdings Limited | Suite 2 4 Irish Place, Gibraltar | ||
| Franz Wolf, Director (Germany) |
Director, CTF Holdings Limited | Suite 2 4 Irish Place, Gibraltar | ||
Directors and Officers of CTF Holdings Limited
| Name/Citizenship |
Principal Occupation |
Business Address | ||
| Marina Kushnareva, Director (Russia) |
Director, CTF Holdings Limited | Suite 2 4 Irish Place, Gibraltar | ||
| Franz Wolf, Director (Germany) |
Director, CTF Holdings Limited | Suite 2 4 Irish Place, Gibraltar | ||
Directors and Officers of Crown Finance Foundation
| Name/Citizenship |
Principal Occupation |
Business Address | ||
| Christian Rosenow, Director (Switzerland) |
Financial Adviser | Talacker 35, 8001 Zurich, Switzerland | ||
| Dr. Norbert Seeger, Director (Liechtenstein) |
Attorney, Arcomm Trust Company |
Am Schragen Weg 14 P.O. Box 1618 FL-9490 Vaduz, Liechtenstein | ||
| Dr. Christian Zangerle, Director (Austria) |
Attorney, Law Office of Dr. Norbert Seeger |
Am Schragen Weg 14 P.O. Box 1618 FL-9490 Vaduz, Liechtenstein | ||
Members of the Supervisory Board of Alfa Group Consortium
| Name/Citizenship |
Principal Occupation |
Business Address | ||
| Peter Aven, Director (Russia) |
President, OJSC Alfa Bank | 11 Mashy Poryvaevoy Street 107078 Moscow, Russia | ||
| Alexandr Fain, Director (Russia) |
Chief Executive Officer, Alfa Eco LLC | 21 Novy Arbat Street 121019 Moscow, Russia | ||
| Mikhail Fridman, Director (Russia) |
Chairman of the Board of Directors, OJSC Alfa Bank | 9 Mashy Poryvayevoy Street 107078 Moscow, Russia | ||
| Michail Gamzin, Director (Russia) |
Director General, OAO Russian Technologies |
3 rd Golutvinsky Pereulok 10 Building 6 109180 Moscow, Russia | ||
| German Khan, Director (Russia) |
Executive Director, TNK-BP Management |
18/2, Schipok Street 115093 Moscow, Russia | ||
| Lev Khasis, Director (Russia) |
Chief Executive Officer, X 5 Retail Group N.V. | Kapranova Pereulok 3 123242 Moscow, Russia | ||
| Alexander Kosiyanenko, Director (Russia) |
Member of the Supervisory Board of X 5 Retail Group N.V. |
Apt. 421 Mozhayskoye shosse 2, B 121356 Moscow, Russia | ||
| Andrei Kosogov Director (Russia) |
Chairman of the Board of Directors of Alfa Asset Management | 12 Prospect Academic Sakharov 107078 Moscow, Russia | ||
| Alexey Kuzmichev, Director (Russia) |
Chairman of Board of Directors, Alfa Eco LLC | 21 Novy Arbat Street 121019 Moscow, Russia | ||
| Nigel John Robinson, Director (United Kingdom) |
Director of Corporate Development, Finance and Control, Alfa Group Consortium | 6 Sechenovskiy Pereulok Building 3, Floor 3 119034 Moscow, Russia | ||
| Alexey Reznikovich, Director (Russia) |
Chief Executive Officer, OOO ALTIMO Limited | Str. Novy Arbat, build. 21 GSP-2 119992 Moscow, Russia | ||
| Alexander Savin, Director (Russia) |
Managing Director, A1 LLC | 12 Krasnopresenskaya Nab. International Trade Center 2, Entrance 7 123610 Moscow, Russia | ||
To the best of the Reporting Persons’ knowledge:
| (a) | None of the above persons holds any shares of Common Stock. |
| (b) | None of the above persons has any contracts, arrangements, understandings or relationships with respect to any shares of Common Stock. |