Open joint stock company Vimpel-Communications
10-14, ul. 8 Marta, Moscow, 127083, Russian Federation
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
On March 31, 2004, Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") announced, and submitted the press release containing such announcement in a separate Form 6-K dated March 31, 2004, that it intends to raise, subject to market and other conditions, approximately US$300 million of debt financing by the issuance of notes in the international bond markets. The offering is expected to close during the second quarter of 2004. In connection therewith, we disclosed to prospective purchasers of the notes information that has not been previously publicly reported. We have elected to provide this information, certain updates to this information and other information that has been previously disclosed, in this Form 6-K.
Nothing herein shall constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The notes will be offered to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") and outside the United States in reliance on Regulation S under the Securities Act. The notes will not be registered under the Securities Act. Unless and until so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
VimpelCom is a leading provider of telecommunications services in Russia, operating under the "Bee Line GSM" brand. The VimpelCom Group's license portfolio covers approximately 92% of Russia's population (134 million people), including the City of Moscow, the Moscow Region and the City of St. Petersburg. VimpelCom was the first Russian company to list its shares on The New York Stock Exchange ("NYSE"). VimpelCom's ADSs are listed on the NYSE under the symbol "VIP".
This Form 6-K contains "forward-looking statements," as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including statements regarding:
- VimpelCom's plans to expand or build networks, including through acquisitions, notably in the regions of Russia outside of Moscow and in other countries of the CIS;
- VimpelCom's anticipated capital expenditures in Moscow and the regions of Russia;
- VimpelCom's ability to resolve issues raised by its regulator regarding VimpelCom's Moscow operation;
- VimpelCom's ability to merge with our subsidiaries Open Joint Stock Company "VimpelCom-Region" ("VimpelCom-Region") and Open Joint Stock Company "KB Impuls" ("KB Impuls") or transfer our licenses, frequencies and other permissions held by VimpelCom-Region or KB Impuls to VimpelCom if these mergers are consummated; and
- VimpelCom's ability to meet license requirements and to obtain and maintain licenses, frequency allocations and regulatory approvals.
While these statements are based on sources believed to be reliable and on our management's current knowledge and best belief, they are merely estimates or predictions and cannot be relied upon. VimpelCom cannot assure you that future results will be achieved. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risks described in the Company's Annual Report on Form 20-F for the year ended December 31, 2003 (the "Annual Report on Form 20-F") and other public filings made by the Company with the United States Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom expressly disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this Form 6-K, or to make corrections to reflect future events or developments.
This Form 6-K describes matters that relate generally to VimpelCom, an open joint stock company organized under the laws of the Russian Federation, and its consolidated subsidiaries. Thus, terms such as "we," "us," "our" and similar plural pronouns are used when describing the matters that relate generally to the VimpelCom consolidated group.
This Form 6-K describes matters that relate to our operations in the City of Moscow and the surrounding Moscow Region and we use the term "Moscow license area" to describe this area. This Form 6-K also describes matters that relate to our operations in the regions of the Russian Federation outside of the city of Moscow and the surrounding Moscow region. Thus, we use terms such as "the regions," "the regions outside of Moscow" and "the regions outside of the Moscow license area" and similar expressions when describing matters that relate to our operations in the regions of the Russian Federation outside of the City of Moscow and the surrounding Moscow region.
For the purposes of this Form 6-K, the term "super-region" includes Russia's seven large geographical regions as well as the Moscow license area.