UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)*

    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)

    November 24, 2009    

(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).

 

 

 

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1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Eco Telecom Limited 000-00-0000
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds       AF; OO
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       18,964,799 shares of Common Stock*
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       18,964,799 shares of Common Stock*
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       18,964,799 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)       37.0% of Common Stock*
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, which, together with the total number of shares of the Issuer’s common stock owned by Eco Telecom, represents approximately 44.0001% of the Issuer’s outstanding voting capital stock. See Item 5.

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1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Altimo Holdings & Investments Limited 000-00-0000
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds       OO
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       18,964,799 shares of Common Stock*
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       18,964,799 shares of Common Stock*
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       18,964,799 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)       37.0% 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, 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 44.0001% of the Issuer’s outstanding voting capital stock. See Item 5.

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1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   CTF Holdings Limited 000-00-0000
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds       AF; OO
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       18,964,799 shares of Common Stock*
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       18,964,799 shares of Common Stock*
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       18,964,799 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)       37.0% 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, 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 44.0001% of the Issuer’s outstanding voting capital stock. See Item 5.

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1.		Name of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)   Crown Finance Foundation 000-00-0000
2.		Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3.		SEC Use Only
4.		Source of Funds       AF; OO
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       18,964,799 shares of Common Stock*
				8.		Shared Voting Power       0
				9.		Sole Dispositive Power       18,964,799 shares of Common Stock*
				10.		Shared Dispositive Power       0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person       18,964,799 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)       37.0% 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, 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 44.0001% of the Issuer’s outstanding voting capital stock. See Item 5.

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Item 1.

Security and Issuer.

This Amendment No. 40 (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 39, 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 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.

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Item 3.

Source and Amount of Funds or Other Consideration.

No material change.

 

Item 4.

Purpose of Transaction.

No material change.

 

Item 5.

Interest in Securities of the Issuer.

No material change.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

English translations of Addendum No. 2 to Loan Agreement, dated 29 October 2009 (the “Loan Addendum”), between the state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” (“VEB”) and Eco Telecom, Addendum No. 2 to Share Pledge Agreement, dated 29 October 2009 (the “Share Pledge Addendum”), between VEB and Eco Telecom, and Addendum No. 1 to The Suretyship Agreement, dated 29 October 2009 (the “Suretyship Addendum” and, together with the Loan Addendum and the Share Pledge Addendum, the “Agreements”), between VEB and Altimo, each of which was described in the Reporting Persons’ Amendment 39 to Schedule 13D, the descriptions of which are incorporated herein by reference, are being submitted as exhibits hereto. Portions of each of the Agreements are subject to a request for confidential treatment that is being made by Eco Telecom and Altimo to the Securities and Exchange Commission at the time of this submission.

 

Item 7.

Material to be Filed as Exhibits.

The Index of Exhibits is incorporated herein by reference.

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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: November 24, 2009				ECO TELECOM LIMITED
				By:		/S/    MARINA KUSHNAREVA
				Name:		Marina Kushnareva
				Title:		Director
Date: November 24, 2009				ALTIMO HOLDINGS & INVESTMENTS LIMITED
				By:		/S/    FRANZ WOLF
				Name:		Franz Wolf
				Title:		Director
Date: November 24, 2009				CTF HOLDINGS LIMITED
				By:		/S/    FRANZ WOLF
				Name:		Franz Wolf
				Title:		Director
Date: November 24, 2009				CROWN FINANCE FOUNDATION
				By:		/S/    FRANZ WOLF
				Name:		Franz Wolf
				Title:		Attorney-in-Fact

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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
Franz Wolf, Director (Germany)		Director, CTF Holdings Limited		Suite 2 4 Irish Place, Gibraltar
Anatoly Ballo Director (Russia)		Businessman		Akademika Sakharova Prospekt, 9, GSP-6, 107996, Moscow, Russia
Directors and Officers of Altimo Holdings & Investments Limited
Name/Citizenship		Principal Occupation		Business Address
Geoffrey Piers Hemy, Director (United Kingdom)		Director, Grand Financial Group Limited		European Liaison Office Trident Centre, Fifth floor 115 Griva Digeni Avenue CY-3101 Limassol Cyprus
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		Bolshoy Savvinitsky per., d. 11, pod. 3, 5th floor, office No. 351, 119435 Moscow, Russia
Alexey Reznikovich, Chief Executive Officer (Russia)		Chief Executive Officer, OOO ALTIMO		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

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Members of the Supervisory Board of Alfa Group Consortium

 

Name/Title/Citizenship		Principal Occupation		Business Address
Petr Aven (Russia)		President, OJSC “Alfa-Bank”		11 Mashy Poryvaevoy Street, 107078 Moscow, Russia
Alexander Fain (Russia)		Chief Executive Officer, Alfa Eco LLC		21 Novy Arbat Street, 121019 Moscow, Russia
Mikhail Fridman (Russia)		Chairman of the Supervisory Board of Alfa Group Consortium/Chairman of the Board of Directors of OJSC “Alfa Bank”		9 Mashy Poryvaevoy Street, 107078 Moscow, Russia
German Khan (Russia)		Executive Director, OAO “TNK-BP Management”		18/2, Schipok Street 115093 Moscow, Russia
Lev Khasis (Russia)		Chief Executive Officer, X5 Retail Group N.V.		Srednyaya Kalitnikovskaya Street 28-4, 09029 Moscow, Russia
Andrei Kosogov (Russia)		Chairman of the Board of Directors of Alfa Asset Management		12 Prospect Academic Sakharov, 107078 Moscow, Russia
Alexey Kuzmichev (Russia)		Chairman of the Advisory Committee of A1 Group Limited		21 Novy Arbat Street, 10th floor, office 1046, 121019 Moscow, Russia
Nigel John Robinson (United Kingdom)		Director of Corporate Development, Finance and Control, CTF Holdings Ltd.		Office 351, Floor 5, entrance 3, building 11, Bolshoi Savinskiy pereulok, 119435
Alexey Reznikovich (Russia)		Chief Executive Officer, Altimo		11 Savvinskaya Nab., 119435 Moscow, Russia
Andrey Zemnitsky Director (Russia)		President of Investment Company A1 LLC		12 Krasnopresenskaya Nab. International Trade Center 2, Entrance 7 123610 Moscow, Russia
Vladimir Ashurkov Director (Russia)		Director of Group Portfolio Management and Control		Bolshoy Savinitsky per., d. 11, pod. 3, 5th floor, office No. 351, 119435 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.

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Index of Exhibits

 

Exhibit 99.1**		Addendum No. 2 to the Loan Agreement, dated 29 October 2009, between the state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” and Eco Telecom Limited.
Exhibit 99.2**		Addendum No. 2 to Share Pledge Agreement, dated 29 October 2009, between the state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” and Eco Telecom Limited.
Exhibit 99.3**		Addendum No. 1 to The Suretyship Agreement, dated 29 October 2009, between the state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” and Altimo Holdings & Investments Limited.

 

**	Portions have been omitted pursuant to a request for confidential treatment.