UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 43)*
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)
April 15, 2010
(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.
*
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The remainder of this cover page shall 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.
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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).
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1.
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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.
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Check the appropriate box if a member of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds
AF; OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizenship or place of organization
Gibraltar
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
18,964,799
shares of Common
Stock
*
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8.
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Shared voting power
0
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9.
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Sole dispositive power
18,964,799
shares of Common
Stock*
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
18,964,799
shares of Common
Stock
*
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12.
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Check if the aggregate amount in Row (11) excludes certain shares
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¨
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13.
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Percent of class represented by amount in Row (11)
37.0
% of Common Stock
*
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14.
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Type of reporting person
OO, HC
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*
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Eco Telecom is also the direct beneficial owner of 6,426,600 (100%) shares of the Issuers type-A voting preferred stock, which, together with the total number of
shares of the Issuers common stock owned by Eco Telecom, represents approximately 44.0001% of the Issuers outstanding voting capital stock. See Item 5.
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1.
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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.
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Check the appropriate box if a member of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizenship or place of organization
British Virgin Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
18,964,799
shares of Common
Stock
*
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8.
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Shared voting power
0
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9.
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Sole dispositive power
18,964,799
shares of Common
Stock*
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
18,964,799
shares of Common
Stock
*
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12.
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Check if the aggregate amount in Row (11) excludes certain shares
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¨
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13.
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Percent of class represented by amount in Row (11)
37.0
% of Common Stock
*
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14.
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Type of reporting person
OO, HC
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*
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The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuers type-A voting preferred stock, which, together with the total number
of shares of the Issuers common stock that the reporting Person may be deemed to beneficially own, represents approximately 44.0001% of the Issuers outstanding voting capital stock. See Item 5.
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1.
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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.
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Check the appropriate box if a member of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds
AF; OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizenship or place of organization
Gibraltar
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
18,964,799
shares of Common
Stock
*
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8.
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Shared voting power
0
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9.
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Sole dispositive power
18,964,799
shares of Common
Stock*
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
18,964,799
shares of Common
Stock
*
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12.
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Check if the aggregate amount in Row (11) excludes certain shares
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¨
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13.
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Percent of class represented by amount in Row (11)
37.0
% of Common Stock
*
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14.
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Type of reporting person
OO, HC
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*
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The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuers type-A voting preferred stock, which, together with the total number
of shares of the Issuers common stock that the reporting Person may be deemed to beneficially own, represents approximately 44.0001% of the Issuers outstanding voting capital stock. See Item 5.
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1.
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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.
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Check the appropriate box if a member of a group
(a)
¨
(b)
x
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3.
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SEC use only
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4.
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Source of funds
AF; OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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¨
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6.
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Citizenship or place of organization
Liechtenstein
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
18,964,799
shares of Common
Stock
*
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8.
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Shared voting power
0
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9.
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Sole dispositive power
18,964,799
shares of Common
Stock*
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
18,964,799
shares of Common
Stock
*
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12.
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Check if the aggregate amount in Row (11) excludes certain shares
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¨
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13.
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Percent of class represented by amount in Row (11)
37.0
% of Common Stock
*
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14.
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Type of reporting person
OO
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*
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The Reporting Person may be deemed to beneficially own 6,426,600 (100%) shares of the Issuers type-A voting preferred stock, which, together with the total number
of shares of the Issuers common stock that the reporting Person may be deemed to beneficially own, represents approximately 44.0001% of the Issuers outstanding voting capital stock. See Item 5.
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Item 1.
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Security and Issuer.
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This Amendment No. 43 (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 42, 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.
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Identity and Background.
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This Amendment is being filed on behalf of each of the following persons (each, a Reporting Person and, collectively, the
Reporting Persons):
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(ii)
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Altimo Holdings & Investments Limited (formerly known as Alfa Telecom Limited) (Altimo);
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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 Trident Chambers, Wickhams Cay 1, 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 Schraegen 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.
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Source and Amount of Funds or Other Consideration.
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No material change.
Item 4.
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Purpose of Transaction.
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No material change.
Item 5.
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Interest in Securities of the Issuer.
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No material change.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby supplemented as follows:
As more fully described in the Reporting Persons Amendment 36 to Schedule 13D and Amendment 37 to Schedule 13D, on October 30,
2008, Eco Telecom repaid its $1,500,000,000 Series A Floating Rate Bonds due March 16, 2009 (the Series A Bonds) and $500,000,000 Series B Floating Rate Bonds due May 13, 2009 (the Series B Bonds). The Series A
Bonds are more fully described in the Reporting Persons Amendment 30 to Schedule 13D (Amendment 30). The Series B Bonds are more fully described in the Reporting Persons Amendment 34 to Schedule 13D (Amendment 34)
and Amendment 35 to Schedule 13D (Amendment 35). The description of the Series A Bonds in Amendment 30 is incorporated herein by reference. The descriptions of the Series B Bonds in Amendment 34 and Amendment 35 are incorporated herein
by reference.
The source of the funds to repay the Series A Bonds and the Series B Bonds was a Loan Agreement, dated
29 October 2008 (the Loan Agreement), between the state corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (VEB) and Eco Telecom. Additionally, Altimo provided a guarantee of the
payment obligations of Eco Telecom under the Loan Agreement pursuant to The Suretyship Agreement, dated 29 October 2008, between VEB and Altimo.
As collateral under the Loan Agreement, Eco Telecom entered into a Share Pledge Agreement, dated 1 November 2008 (the Share
Pledge Agreement), between VEB and Eco Telecom. Under the Share Pledge Agreement, Eco Telecom pledged to VEB 6,426,600 shares of the Issuers type-A voting preferred stock (the Preferred Stock), and an aggregate of 18,964,799
shares of the Issuers Common Stock (collectively with the Preferred Stock, the Pledged Shares). Under the conditions described in the Share Pledge Agreement, VEB had certain rights to dispose of the Pledged Shares.
On April 15, 2010, Eco Telecom and VEB executed Addendum No. 4 to the Share Pledge Agreement. As a result of this amendment,
the pledge over the Pledged Shares in favor of VEB was terminated on April 16, 2010.
Item 7.
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Material to be Filed as Exhibits.
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The Index of Exhibits is hereby modified by eliminating Exhibits 99.1, 99.2 and 99.3 to Amendments 37, 40, 41 and 42 to Schedule 13D.
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.
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Date: April 20, 2010
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ECO TELECOM LIMITED
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By:
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/
S
/ M
ARINA
K
USHNAREVA
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Name:
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Marina Kushnareva
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Title:
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Director
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Date: April 20, 2010
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ALTIMO HOLDINGS & INVESTMENTS LIMITED
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By:
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/
S
/ F
RANZ
W
OLF
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Name:
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Franz Wolf
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Title:
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Director
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Date: April 20, 2010
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CTF HOLDINGS LIMITED
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By:
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/
S
/ F
RANZ
W
OLF
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Name:
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Franz Wolf
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Title:
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Director
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Date: April 20, 2010
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CROWN FINANCE FOUNDATION
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By:
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/
S
/ F
RANZ
W
OLF
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Name:
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Franz Wolf
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Title:
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Attorney-in-Fact
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ANNEX A
Directors and Officers of Eco Telecom Limited
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Name/Citizenship
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Principal Occupation
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Business Address
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Marina Kushnareva,
Director
(Russia)
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Manager, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Franz Wolf,
Director (Germany)
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Director, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Anatoly Ballo
Director
(Russia)
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Businessman
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Akademika Sakharova Prospekt,
9,
GSP-6, 107996, Moscow,
Russia
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Directors and Officers of Altimo Holdings & Investments Limited
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Name/Citizenship
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Principal Occupation
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Business Address
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Geoffrey Piers Hemy,
Director
(United Kingdom)
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Director, Grand Financial
Group Limited
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European Liaison Office
Trident Centre, Fifth floor
115 Griva Digeni
Avenue
CY-3101 Limassol
Cyprus
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Georgia Karydes,
Director
(Cyprus)
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Director, Feldmans
Management
(Overseas) Ltd.
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6 Nikou Georgiou Street
Block
C, Office 704
Nicosia 1098, Cyprus
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Olga Kichatova,
Director
(Russia)
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Senior Financial Advisor, CTF Holdings Limited
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Bolshoy Savvinitsky per., d. 11,
pod. 3,
5
th
floor, office No. 351,
119435 Moscow, Russia
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Alexey Reznikovich,
Chief
Executive Officer (Russia)
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Chief Executive Officer,
OOO
ALTIMO
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Str. Novy Arbat, build. 21
GSP-2
119992 Moscow, Russia
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Marina Kushnareva,
Director
(Russia)
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Director, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Franz Wolf,
Director (Germany)
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Director, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Directors and Officers of CTF Holdings Limited
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Name/Citizenship
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Principal Occupation
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Business Address
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Marina Kushnareva,
Director
(Russia)
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Director, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Franz Wolf,
Director (Germany)
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Director, CTF Holdings Limited
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Suite 2
4 Irish Place,
Gibraltar
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Directors and Officers of Crown Finance Foundation
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Name/Citizenship
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Principal Occupation
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Business Address
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Christian Rosenow,
Director
(Switzerland)
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Financial Adviser
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Talstr. 66, 8001
Zurich,
Switzerland
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Dr. Norbert Seeger,
Director (Liechtenstein)
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Attorney,
Arcomm Trust Company
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Am Schragen Weg 14
P.O. Box
1618 FL-9490
Vaduz, Liechtenstein
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Dr. Christian Zangerle,
Director (Austria)
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Attorney,
Law Office of Dr. Norbert Seeger
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Am Schragen Weg 14
P.O. Box
1618 FL-9490
Vaduz, Liechtenstein
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Members of the Supervisory Board of Alfa Group Consortium
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Name/Title/Citizenship
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Principal Occupation
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Business Address
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Peter Aven
(Russia)
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President, OJSC Alfa-Bank
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11 Mashy Poryvaevoy Street,
107078 Moscow, Russia
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Alexander Fain
(Russia)
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Chief Executive Officer, Alfa Eco LLC
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21 Novy Arbat Street,
121019
Moscow, Russia
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Mikhail Fridman
(Russia)
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Chairman of the Supervisory Board of Alfa Group Consortium/Chairman of the Board of Directors of OJSC Alfa Bank
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9 Mashy Poryvaevoy Street,
107078 Moscow, Russia
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German Khan
(Russia)
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Executive Director,
OAO
TNK-BP Management
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18/2, Schipok Street
115093
Moscow, Russia
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Lev Khasis
(Russia)
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Chief Executive Officer,
X5
Retail Group N.V.
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Srednyaya Kalitnikovskaya
Street 28-4,
109029 Moscow,
Russia
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Andrei Kosogov
(Russia)
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Chairman of the Board of Directors of Alfa Asset Management
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12 Prospect Academic Sakharov,
107078 Moscow, Russia
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Alexey Kuzmichev
(Russia)
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Chairman of the Advisory Committee of A1 Group Limited
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21 Novy Arbat Street,
10
th
floor,
office 1046,
121019 Moscow, Russia
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Nigel John Robinson
(United
Kingdom)
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Director of Corporate Development, Finance and Control, CTF Holdings Ltd.
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Office 351, Floor 5, entrance 3,
building 11, Bolshoi Savinskiy
pereulok, 119435
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Alexey Reznikovich
(Russia)
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Chief Executive Officer, OOO ALTIMO
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Str. Novy Arbat, build. 21
GSP-2
119992 Moscow, Russia
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Andrey Zemnitsky
(Russia)
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President of Investment Company A1 LLC
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12 Krasnopresenskaya Nab.
International Trade Center 2,
Entrance
7
123610 Moscow, Russia
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Vladimir Ashurkov
(Russia)
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Director of Group Portfolio Management and Control
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Bolshoy Savinitsky per., d. 11, pod.
3,
5
th
floor,
office No. 351,
119435 Moscow, Russia
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Petr Zolotarev
(Russia)
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Chief Executive Officer, LLC Management company Regional United Systems Vodokanal
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Ul. 2-ya Zvenygorodskaya, d.13, str.
15
123022 Moscow,
Russia
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To the best of the Reporting Persons knowledge:
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(a)
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None of the above persons holds any shares of Common Stock.
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(b)
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None of the above persons has any contracts, arrangements, understandings or relationships with respect to any shares of Common Stock.
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