AMENDMENT NO. 26 TO SCHEDULE 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 26)*

OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
(Name of Issuer)

Common Stock, 0.005 rubles nominal value
(Title of Class of Securities)

68370R 10 9
(CUSIP Number)

Bjorn Hogstad, Esq.
Telenor ASA
Snaroyveien 30
N-1331 Fornebu, Norway
47-97-77-8806
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 26, 2005
(Date of Event Which Requires Filing of this Statement)

Copy to:
Peter S. O’Driscoll, Esq.
Orrick, Herrington, & Sutcliffe
Tower 42, Level 35
20 Old Broad Street
London EC2N IHQ
England
44-20-7562-5000

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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 (“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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No. 68370R 10 9  
  1. Name of Reporting Person:
Telenor East Invest AS		 I.R.S. Identification Nos. of above persons (entities only):
000-00-0000
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
15,337,854
8. Shared Voting Power:
0
9. Sole Dispositive Power:
15,337,854
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,337,854
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
The aggregate amount reported as beneficially owned in row (11) does not include shares which the Reporting Person discloses in the report but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
  13.Percent of Class Represented by Amount in Row (11):
29.9% of the outstanding Common Stock (26.6% of the outstanding voting capital stock)
  14.Type of Reporting Person (See Instructions):
CO

2

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CUSIP No. 68370R 10 9  
  1. Name of Reporting Person:
Telenor Mobile Holding AS		 I.R.S. Identification Nos. of above persons (entities only):
000-00-0000
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
15,337,854(1)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
15,337,854(1)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,337,854(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
The aggregate amount reported as beneficially owned in row (11) does not include shares which the Reporting Person discloses in the report but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
  13.Percent of Class Represented by Amount in Row (11):
29.9% of the outstanding Common Stock (26.6% of the outstanding voting capital stock)
  14.Type of Reporting Person (See Instructions):
CO
1 The Reporting Person disclaims beneficial ownership of all shares.

3

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CUSIP No. 68370R 10 9  
  1. Name of Reporting Person:
Telenor ASA		 I.R.S. Identification Nos. of above persons (entities only):
000-00-0000
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
AF
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Norway
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
15,337,854(2)
8. Shared Voting Power:
0
9. Sole Dispositive Power:
15,337,854(2)
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
15,337,854(1)
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
The aggregate amount reported as beneficially owned in row (11) does not include shares which the Reporting Person discloses in the report but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
  13.Percent of Class Represented by Amount in Row (11):
29.9% of the outstanding Common Stock (26.6% of the outstanding voting capital stock)
  14.Type of Reporting Person (See Instructions):
CO
2 The Reporting Person disclaims beneficial ownership of all shares.

4

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Item 1.                    Security and Issuer
Item 2.                    Identity and Background
Item 4.                    Purpose of the Transaction
Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.                    Material to be Filed as Exhibits
EX-99.1: LETTER TO VIMPELCOM'S SHAREHOLDERS
EX-99.2: FORM OF PROXY CARD

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SCHEDULE 13D

Item 1.                    Security and Issuer

     The statement on Schedule 13D relating to the common stock, 0.005 rubles nominal value (the “Common Stock”), of Open Joint Stock Company “Vimpel-Communications,” a Russian open joint stock company (“VimpelCom”), as previously jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (as amended by Amendment Nos. 1 through 25, the “Statement”), is hereby amended and supplemented with respect to the items set forth below.

     Except as provided herein, this Amendment does not modify any of the information previously reported in the Statement.

Item 2.                    Identity and Background

     This amendment to the Statement on Schedule 13D is being jointly filed by Telenor East Invest AS, Telenor Mobile Holding AS and Telenor ASA (collectively, the “Reporting Persons”).

     TELENOR EAST INVEST AS

     (a)     Telenor East Invest AS, a corporation formed under the laws of Norway.

     (b)     Snarøyveien 30
               N — 1331 Fornebu
               Norway

     (c)     Telenor East Invest AS is engaged principally in the business of investing in the telecommunications industry outside of Norway.

     (d)     During the last five years, Telenor East Invest AS has not been convicted in a criminal proceeding.

     (e)     During the last five years, Telenor East Invest AS was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Invest AS 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.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR EAST INVEST AS

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor East Invest AS. Except as otherwise indicated, the business address

 

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of each of such persons is Telenor East Invest AS, c/o Telenor ASA, Snarøyveien 30, N-1331 Fornebu, Norway.

DIRECTORS OF TELENOR EAST INVEST AS

         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Fridtjof Rusten
(Oslo, Norway)
  Norway   Senior Vice President of Telenor ASA and Chairman of the Board of Telenor East Invest AS
 
        
Henrik Eidemar Torgersen
(Oslo, Norway)
  Norway   Executive Vice President of Telenor ASA
 
        
Gunn Margethe Logith
Ringoen
(Oslo, Norway)
  Norway   Senior Business Manager of Telenor ASA

EXECUTIVE OFFICERS OF TELENOR EAST INVEST AS

         
         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Inger Petrine Nilsen
(Oslo, Norway)
  Norway   Senior Business Manager of Telenor ASA and President of Telenor East Invest AS

     (d)     During the last five years, none of the above executive officers and directors of Telenor East Invest AS has been convicted in a criminal proceeding.

     (e)     During the last five years, none of the above executive officers and directors of Telenor East Invest AS was a party to a civil proceeding of a judicial or administrative body as a result of which Telenor East Invest AS 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.

     TELENOR MOBILE HOLDING AS

     (a)     Telenor Mobile Holding AS, a corporation formed under the laws of Norway.

     (b)     Snarøyveien 30
               N — 1331 Fornebu
               Norway

 

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     (c)     Telenor Mobile Holding AS is engaged principally in the development of and investment in the field of telecommunications through direct and indirect ownership of companies and entering into agreements relating to telecommunications.

     (d)     During the last five years, Telenor Mobile Holding AS has not been convicted in a criminal proceeding.

     (e)     During the last five years, Telenor Mobile Holding AS was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor Mobile Holding AS 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.

     EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR MOBILE HOLDING AS

     (f) (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor Mobile Holding AS. The address of the directors and executive officers is Telenor Mobile Holding AS, c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR MOBILE HOLDING AS

         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS
 
        
Torstein Moland
(Lier, Norway)
  Norway   Senior Executive Vice President and Chief Financial Officer of Telenor ASA
 
        
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA and Chief Executive Officer of Sonofon
 
        
Berit Svendsen
(Oslo, Norway)
  Norway   Executive Vice President of Telenor ASA

 

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Name and Business Address   Citizenship   Present Principal Occupation
 
        
Morten Fallstein
(Oslo, Norway)
  Norway   Employee Representative
 
        
Tore Haugland
(Bergen, Norway)
  Norway   Employee Representative
 
        
Arnhild Londal
(Oslo, Norway)
  Norway   Employee Representative
 
        
Kirsten Dalholt
(Oslo, Norway)
  Norway   Senior Advisor of Telenor ASA Nordic Division

EXECUTIVE OFFICERS OF TELENOR MOBILE HOLDING AS

         
         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Arve Johansen
(Oslo, Norway)
  Norway   Senior Executive Vice President and Chief Executive Officer of Telenor Mobile Holding AS
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS

     (d)     During the last five years, none of the above executive officers and directors of Telenor Mobile Holding AS has been convicted in a criminal proceeding.

     (e)     During the last five years, none of the above executive officers and directors of Telenor Mobile Holding AS has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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.

     TELENOR ASA

     (a)     Telenor ASA, a corporation formed under the laws of Norway.

     (b)     Snarøyveien 30
               N — 1331 Fornebu
               Norway

 

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     (c)     Telenor ASA is engaged principally in the business of production and supply of services in the fields of telecommunications, data services and media distribution.

     (d)     During the last five years, Telenor ASA has not been convicted in a criminal proceeding.

     (e)     During the last five years, Telenor ASA was not a party to a civil proceeding of a judicial or administrative body as a result of which Telenor ASA 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.

EXECUTIVE OFFICERS AND DIRECTORS OF TELENOR ASA

     (a), (b), (c) and (f) The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of Telenor ASA. Except as otherwise indicated, the business address of each of such persons is c/o Telenor ASA, Snarøyveien 30, N — 1331 Fornebu, Norway.

DIRECTORS OF TELENOR ASA

         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Torleif Enger
(Ostre Toten, Norway)
  Norway   Chief Executive Officer of Yara International ASA and Chairman of the Board of Telenor ASA
 
        
Bjorg Ven
(Oslo, Norway)
  Norway   Partner, Haavind Vislie Law Firm; Deputy Chairman of the Board of Telenor ASA; and Member of the Boards of Cermaq ASA, Vital Insurance AS and Dagbladet AS
 
        
Hanne de Mora
(Erlenbach, Switzerland)
  Switzerland   Principal of A-Connect and Member of the Board of Tomra ASA
 
        
Jorgen Lindegaard
(Stockholm, Sweden)
  Denmark   President and Chief Executive Officer of the SAS Group and Member of the Boards of Finansieringsinstituttet for Industri og Haandvaerk AS and Superfos AS
 
        
John Giverholt
(Asker, Norway)
  Norway   Chief Financial Officer of Ferd AS

 

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Name and Business Address   Citizenship   Present Principal Occupation
 
        
Paul Bergqvist
(Stockholm, Sweden)
  Sweden   Managing Director of Carlsberg Sweden
 
        
Liselott Kilaas
(Oslo, Norway)
  Norway   Head of Business Area Communication and Security Systems of ZENITEL Norway AS
 
        
Per Gunnar Salomonsen
(Skien, Norway)
  Norway   Employee Representative
 
        
Harald Stavn
(Kongsberg, Norway)
  Norway   Employee Representative
 
        
Irma Ruth Tystad
(Trysil, Norway)
  Norway   Employee Representative

EXECUTIVE OFFICERS OF TELENOR ASA

         
Name and Business Address   Citizenship   Present Principal Occupation
 
        
Jon Fredrik Baksaas
(Sandvika, Norway)
  Norway   President and Chief Executive Officer of Telenor ASA and Chairman of the Board of Telenor Mobile Holding AS
 
        
Arve Johansen
(Oslo, Norway)
  Norway   Senior Executive Vice President and Chief Executive Officer of Telenor Mobile Holding AS
 
        
Torstein Moland
(Lier, Norway)
  Norway   Senior Executive Vice President and Chief Financial Officer of Telenor ASA
 
        
Jan Edvard Thygesen
(Nesbru, Norway)
  Norway   Executive Vice President of Telenor ASA and Chief Executive Officer of Sonofon
 
        
Stig Eide Sivertsen
(Oslo, Norway)
  Norway   Executive Vice President of Telenor ASA; Chief Executive Officer of Telenor Broadband Services AS; and Chairman of the Board of Canal Digital AS

 

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Name and Business Address   Citizenship   Present Principal Occupation
 
        
Morten Karlsen Sorby
(Hammaro, Sweden)
  Norway   Executive Vice President of Telenor ASA and Chief Executive Officer of Telenor Norway

     (d)     During the last five years, none of the above executive officers and directors of Telenor ASA has been convicted in a criminal proceeding.

     (e)     During the last five years, none of the above executive officers and directors of Telenor ASA has been a party to a civil proceeding of a judicial or administrative body as a result of which such executive officer or director 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 4.                    Purpose of the Transaction

     On July 26, 2005, Telenor East Invest AS sent a letter to VimpelCom’s shareholders, a copy of which is attached hereto as Exhibit 99.1 (the “July 26 Letter to VimpelCom’s Shareholders”), accompanied by a proxy card, a copy of which is attached hereto as Exhibit 99.2.

     The Reporting Persons may, from time to time, and reserve the right to, change their plans or intentions and to take any and all actions that they deem appropriate to maximize the value of their investment in VimpelCom. In order to maximize the value of their investment in VimpelCom, the Reporting Persons may, from time to time, consider, evaluate or propose various possible transactions involving VimpelCom or its subsidiaries or affiliates, which could include, among other things:

     (i)     the possible acquisition of additional securities of VimpelCom from time to time in the open market, in privately negotiated transactions or otherwise, including, without limitation, through entry into and exercise of call options or other derivative transactions;

     (ii)     the possible acquisition or disposition of debt securities or other debt instruments of third parties, in each case, that are secured by, convertible into or exchangeable for securities of VimpelCom, and the enforcement of any such security interest or the exercise of any such exchange or conversion right;

     (iii)     the possible disposition or exchange of any securities of VimpelCom owned by them, including the possible disposition of all of the shares of Common Stock of VimpelCom owned by them;

 

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     (iv)     possible extraordinary corporate transactions (such as a merger, consolidation, reorganization or restructuring) involving VimpelCom or any of its subsidiaries, including with other telecommunication companies which may be affiliated with the Reporting Persons;

     (v)     the possible acquisition by VimpelCom or its subsidiaries of assets or interests in one or more telecommunication companies, including other telecommunication companies which may be affiliated with the Reporting Persons, or the possible sale of assets or operations by VimpelCom or its subsidiaries, including a possible transaction involving VimpelCom and Closed Joint Stock Company “Kyivstar G.S.M.”, a company in which Telenor Mobile Communications AS, a wholly-owned subsidiary of Telenor ASA, owns a majority interest;

     (vi)     making or seeking to make changes in or affecting the Board of Directors or management of VimpelCom;

     (vii)     possible litigation involving VimpelCom, its Board of Directors and/or its management;

     (viii)     entering into and unwinding derivative transactions with respect to the securities of VimpelCom; or

     (ix)     in addition to the July 26 Letter to VimpelCom’s Shareholders, soliciting the votes of VimpelCom’s shareholders in relation to any annual or extraordinary general meeting of shareholders of VimpelCom.

     The Reporting Persons may also, from time to time, formulate other plans or proposals regarding VimpelCom or its securities to the extent deemed advisable in light of market conditions, subsequent developments affecting VimpelCom, the general business and future prospects of VimpelCom, tax considerations, or other factors.

Item 6.                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The Reporting Persons may, from time to time, enter into and unwind cash settled equity swap or other similar derivative transactions with respect to the securities of VimpelCom, which transactions may be significant in amount. These arrangements do not and will not give the Reporting Persons voting or investment control over the securities of VimpelCom to which these transactions relate and, accordingly, the Reporting Persons disclaim beneficial ownership of any such securities.

     Except as provided in the documents described in the Statement on Schedule 13D and Amendments Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24 and 25 hereto, or as set forth herein, neither Telenor, Telenor Mobile Holding AS or Telenor ASA, nor to the best of Telenor’s, Telenor Mobile Holding AS’s or Telenor ASA’s knowledge, any of the individuals named in Item 2 hereof has entered

 

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into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of VimpelCom, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.                    Material to be Filed as Exhibits

99.1.     Letter to VimpelCom’s shareholders dated July 26, 2005

99.2.     Form of proxy card

 

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment to the Statement on Schedule 13D is true, complete and correct and that such Statement, as amended hereby, is true, complete and correct.

Dated: July 26, 2005

         
  TELENOR EAST INVEST AS
 		  
  By   /s/ Fridtjof Rusten   
    Name:   Fridtjof Rusten   
    Title:   Chairman of the Board   
 
         
  TELENOR MOBILE HOLDING AS
 		  
  By   /s/ Jon Fredrik Baksaas   
    Name:   Jon Fredrik Baksaas   
    Title:   Chairman of the Board   
 
         
  TELENOR ASA
 		  
  By   /s/ Jon Fredrik Baksaas   
    Name:   Jon Fredrik Baksaas   
    Title:   President and Chief Executive Officer