As Filed with the Securities and Exchange Commission on October 15, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
Russian Federation
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
|X| immediately upon filing
| | on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. | |
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount Aggregate price aggregate registration
Securities to be registered to be registered per unit (1) offering price (1) fee
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American Depositary Shares evidenced by American 100,000,000 $.05 $5,000,000 $633.50
Depositary Receipts, each American Depositary American
Share evidencing three-quarters (3/4) of an ordinary Depositary
share of Open Joint Stock Company "Vimpel- Shares
Communications" (the "Shares").
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Receipts evidencing American Depositary
Shares.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Depositary Shares
registered under Registration Statement on Form F-6 (Nos. 333-5708 and
333-12314) previously filed by the registrant.
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(a) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts Face of American Depositary Receipt, top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (14) and (15)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15) and (16)
and proxy soliciting material
(v) The sale or exercise of rights Paragraph (13)
(vi) The deposit or sale of securities Paragraphs (12) and (17)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6) and (8)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
(x) Limitation upon the liability of the Paragraphs (13) and (18)
Depositary
(3) Fees and Charges Paragraph (7)
Item 2. Available Information
Item Number and Caption Location in Form of
American Depositary Receipt
Filed Herewith as Prospectus
2(a) Statement that Open Joint Stock Company Paragraph (11)
"Vimpel-Communications" is subject to the
periodic reporting requirements of the
Securities Exchange Act of 1934 and,
accordingly, files certain reports with the
Commission and that such reports can be
inspected by holders of American
Depositary Receipts and copied at public
reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
*(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of November 20, 1996, among Open Joint Stock Company
"Vimpel-Communications" (the "Issuer"), The Bank of New York, as Depositary (the
"Depositary"), and each Owner and Beneficial Owner from time to time of American
Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
(5) Certification under Rule 466.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the Issuer which are both (1)
received by the Depositary as the holder of the deposited securities and (2)
made generally available to the holders of the underlying securities by the
Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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* Incorporated by reference to Form F-6 Registration Statement No. 333-5708
filed by the Registrant with the Commission
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of November 20, 1996, among Open Joint Stock Company "Vimpel-Communications",
The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an
American Depositary Receipt issued thereunder certifies that it has reasonable
grounds to believe that all the requirements for filing on Form F-6 are met and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on October 15, 2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ David S. Stueber
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Name: David S. Stueber
Title: Managing Director
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Pursuant to the requirements of the Securities Act of 1933, Open Joint
Stock Company "Vimpel-Communications" has caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
Russian Federation on October 15, 2004.
OPEN JOINT STOCK COMPANY "VIMPEL-
COMMUNICATIONS"
By: \s\ Alexander V. Izosimov
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Name: Alexander V. Izosimov
Title: Chief Executive Officer
Each of the undersigned hereby constitutes and appoints Alexander V.
Izosimov his true and lawful attorney-in-fact, with power of substitution, in
his name, place and stead, in any and all capacities, to sign any or all
amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on October 15, 2004.
Name Title
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\s\ Alexander V. Izosimov Chief Executive Officer
- ------------------------- (Principal Executive Officer)
Alexander V. Izosimov
\s\ Elena A. Shmatova Chief Financial Officer
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Elena A. Shmatova
\s\ Dmitry A. Steshchenko Chief Accounting Officer
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Dmitry A. Steshchenko
\s\ Jo Lunder Chairman of the Board
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Jo Lunder
\s\ Mikhail M. Fridman Member of the Board
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Mikhail M. Fridman
\s\ Pavel V. Kulikov Member of the Board
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Pavel V. Kulikov
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Name Title
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\s\ Alexey M. Reznikovich Member of the Board
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Alexey M. Reznikovich
_________________________ Member of the Board
Henrik Torgersen
_________________________ Member of the Board
Alexander Sozonoff
_________________________ Member of the Board
Terje Thon
\s\ Natalia S. Tsukanova Member of the Board
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Natalia S. Tsukanova
_________________________ Member of the Board
Arve Johansen
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\s\ David S. Stueber Authorized Representative in the United States
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The Bank of New York
By: David S. Stueber
Managing Director
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INDEX TO EXHIBITS
Exhibit
Number
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(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to
the legality of the securities being registered.
(5) Certification under Rule 466.
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