FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
April 11, 2003
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-12032
(Exact name of Registrant as specified in its charter)
Russian Federation
(Jurisdiction of incorporation or organization)
4, Marksistskaya Street
Moscow 109147
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F. . . . ý. . . . Form 40-F. . . . o. .. . .
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes. . . . o. . . . No. . . . ý. .. . .
Information on an important fact (event, action)
related to Issuer financial and economic activity
Mobile TeleSystems Open Joint Stock Company
Location: 4, Marksistskaya Street, 109147, Moscow, Russian Federation
Issuer’s Code: 04715-A
Date of occurrence of fact (event, action): 24.03.2003
Code of fact (event, action): 1304715A24032003
Date of the Board of Directors meeting where resolutions on
large-scale transactions and transactions with interest in them were approved:
21.03.2003
Quorum at the meeting: Six (6) members of the Board of Directors were present.
There was a quorum.
Full wording of the approved resolutions according to the Protocol of the Board of Directors meeting:
7.3. Approve signing of the Agreement on purchase & sale with Sky LTD. for acquisition of common registered shares in TAIF-Telcom OJSC in the amount of 49215 as well as of preference shares in TAIF-Telcom OJSC in the amount of 16389. Determine the value of the Agreement on purchase & sale to be in the amount of USD 59058233.4
7.4. Approve the Agreement on Option for sale of shares in TAIF-Telcom in the amount of 47285 common registered shares and 15746 preference shares to be signed with Telecom-Management LTD. Determine the value of the Agreement to be in the amount of USD 56742047.6 (taking into account interests charged at the rate of 8% per annum from the date of property right to the initial block of shares in TAIF-Telcom OJSC transferred to MTS OJSC).
7.5. Approve the Agreement on Option for purchase of shares in TAIF-Telcom in the amount of 47285 common registered shares and 15746 preference shares to be signed with Telecom-Management LTD. Determine the value of the Agreement to be in the amount of USD 56742047.6 (taking into account interests charged at the rate of 8% per annum from the date of property right to the initial block of shares in TAIF-Telcom OJSC transferred to MTS OJSC).
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11. Approve entering into as well as terms and conditions related to value of the following MTS OJSC’ transactions with interest in them:
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11.1. Approve entering into as well as terms and conditions related to the value of the Contract of bank deposit with JSCB MBRD. The amount of deposit made by MTS OJSC is USD 4000000. Date of deposit made is 13.03.2003. Date of deposit return is 20.03.2003. JSCB MBRD undertakes to pay interest on deposit amount at the rate of 1% per annum to MTS OJSC at the time of deposit return.
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.2. Approve entering into as well as terms and conditions related to the value of 13 Contracts of bank deposit with JSCB MBRD. The amounts of deposit made by MTS OJSC are from RUR 80000000 to RUR 100000000. Dates of deposit made are 11.03.2003, 24.03.2003, 31.03.2003, 07.04.2003, 14.04.2003, 21.04.2003, 28.04.2003, 05.05.2003, 12.05.2003, 19.05.2003, 26.05.2003, 02.06.2003, 09.06.2003, 16.06.2003. Dates of deposit return are 17.06.2003 and 28.07.2003. JSCB MBRD undertakes to pay interest on deposit amount at the rate of from 2% to 14% per annum, depending on deposit term, to MTS OJSC at the time of deposit return.
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.3. Approve entering into as well as terms and conditions related to the value of Additional Agreement № 1 between MTS OJSC and TELECOM XXI OJSC on charging and payment of interest for granted deferment of settlements under the Agreement № 2198/02-MTS Dated 07.08.2002 on transfer of rights to use software. The amount under this Agreement is USD 7348570.73 (including V.A.T.). Final Settlement Date is 31.12.2005. TELECOM XXI OJSC shall pay interest at the rate of 12% per annum for deferment granted.
Voting:
Mr M.A. Smirnov did not take participation in voting because he is an interested person.
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED.
11.4. Approve entering into as well as terms and conditions related to the value of Additional Agreement № 1 between MTS OJSC and TELECOM XXI OJSC on charging and payment of interest for granted deferment of settlements under the
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Agreement № 2655/02-MTS Dated 11.11.2002 on transfer of rights to use software. The amount under this Agreement is USD 6213215.66 (including V.A.T.). Final Settlement Date is 31.12.2005. TELECOM XXI OJSC shall pay interest at the rate of 12% per annum for deferment granted.
Voting:
Mr M.A. Smirnov did not take participation in voting because he is an interested person.
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED.
11.5. Approve entering into as well as terms and
conditions related to the value of the Agreement on supply
of switching subsystem (MSC/VLR/HLR/AC) with capacity for 50000 subscribers by
MTS OJSC to TELECOM XXI OJSC (to Kaliningrad). Final Settlement Date is
31.12.2003. The amount under order № 1 is equivalent to USD 2130534.00
(including V.A.T.). TELECOM XXI OJSC shall pay interest at the rate of 12% per
annum for deferment granted.
Mr M.A. Smirnov did not take participation in voting because he is an
interested person.
IN FAVOUR — A.Yu. Goncharuk, M. Guenter, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST — none
ABSTAINED — none
RESOLUTION IS APPROVED.
11.6.
Approve entering into as well as terms and conditions related to the value of
the Agreement on supply of air-conditioning system for MSC
with capacity for 50000 subscribers by MTS OJSC to TELECOM XXI OJSC (to Kaliningrad).
Final Settlement Date is 31.12.2003. The amount under order № 2 is
equivalent to USD 199964.40 (including V.A.T.). TELECOM XXI OJSC shall pay
interest at the rate of 12% per annum for deferment granted.
Mr M.A. Smirnov did not take participation in voting because he is an
interested person.
IN FAVOUR — A.Yu. Goncharuk, M. Guenter, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST — none
ABSTAINED — none
RESOLUTION IS APPROVED.
11.7. Approve entering into as well as terms and conditions related to the value of the Agreement for provision of advertising services by VAO Intourist OJSC to MTS OJSC as well as services on arrangement and organization of MTS OJSC representatives participation in the event: the motor rally “Towards 300th Anniversary of Saint-Petersburg”. The value of services provided by VAO Intourist OJSC under the Agreement is equivalent to USD 250000.00 (including VAT).
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
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AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.8. Approve entering into as well as terms and conditions related to the value of the Agreement on Supply of Application Software by OOO STROM Telecom, s.r.o to MTS OJSC. The value of services provided by OOO STROM Telecom, s.r.o under the Agreement is equivalent to USD 7180500.00 (without VAT).
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.9. Approve entering into as well as terms and conditions related to the value of the Agreement on Supply of Application Software by OOO STROM Telecom, s.r.o to MTS OJSC. The value of services provided by OOO STROM Telecom, s.r.o under the Agreement is equivalent to USD 3084000.00 (without VAT).
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.10. Approve entering into as well as terms and conditions related to the value of the Agreement on Supply of Application Software by OOO STROM Telecom, s.r.o to MTS OJSC. The value of services provided by OOO STROM Telecom, s.r.o under the Agreement is equivalent to USD 2159500.00 (without VAT).
Voting:
IN FAVOUR: A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY.
11.11.
Approve entering into as well as terms and conditions related to the value of
the Agreement on supply of the electric
power system for MSC with capacity for 50000 subscribers by MTS OJSC to TELECOM
XXI OJSC (to Kaliningrad). Final Settlement Date is 31.12.2003. The amount
under order № 3 is equivalent to USD 258870.00 (including V.A.T.).
TELECOM XXI OJSC shall pay interest at the rate of 12% per annum for deferment
granted.
Mr M.A. Smirnov did not take participation in voting because he is an interested
person.
IN FAVOUR — A.Yu. Goncharuk, M. Guenter, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST — none
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ABSTAINED — none
RESOLUTION IS APPROVED.
11.12.
Approve entering into as well as terms and conditions related to the value of
the Agreement on provision of services by MTS
OJSC to TELECOM XXI OJSC on installation and putting into operation of
switching subsystem (MSC/VLR/HLR/AC) with capacity for 50000 subscribers and
electric power and air-conditioning systems (in Kaliningrad). Final Settlement
Date is 31.12.2003. The amount under order № 4 is equivalent to USD
384366.00 (including V.A.T.). TELECOM XXI OJSC shall pay interest at the rate
of 12% per annum for deferment granted
Mr M.A. Smirnov did not take participation in voting because he is an
interested person.
IN FAVOUR — A.Yu. Goncharuk, M. Guenter, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST — none
ABSTAINED — none
RESOLUTION IS APPROVED.
M.A. Smirnov
MTS OJSC President
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Information
on the essential fact (event, action) having an influence on
financial and economic activities of the Issuer.
MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY
Place of
business: 4, Marksistskaya St., Moscow,
109147, Russian Federation
Issuer’s code: 04715-A
Date of occurrence of the fact (event, action): 02.04.2003
Code of the fact (event, action): 0704715A02042003
Full company name of the contracting party: Telecom Management Limited Liability Company
Place of business of the contracting party: 27, Shchapova St., Kazan, 420012, Russian Federation
Postal address of the contracting party: 27, Shchapova St., Kazan, 420012, Russian Federation
Date of the transaction: 02.04.2003
Description of the transaction: Put agreement for sale of shares in Taif Telecom OJSC according to which Telecom Management LLC is entitled to sell 47,285 registered uncertified common shares in Taif Ttelecom OJSC at the price of USD 1,000 + 8% per annum depending on the period of the option disposal and 15,746 registered uncertified preference shares in Taif Ttelecom OJSC at the price of USD 600.60 + 8% per annum depending on the period of the option disposal and MTS OJSC shall buy the above mentioned shares from Telecom Management LLC.
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President |
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M. A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems
Open Joint- Stock Company
Location: 4,
Marksistskaja Str., Moscow, 109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 02.04.03
Code of the fact (event, action): 0504715A02042003
MTS OJSC |
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M.A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems
Open Joint- Stock Company
Location: 4, Marksistskaja Str., Moscow,
109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 02.04.2003
Code of the fact (event, action): 0304715A02042003
Location: 31, Krasnaja Presnja Str., 123022, Moscow, Russian Federation
Postal address: 31, Krasnaja Presnja Str., 123022, Moscow, Russian Federation
Issuer’s share in the authorized capital before the change: 27.17%
Issuer’s share in the authorized capital after the change: 17.46%
Date of the change in the share of the authorized capital: 02.04.2003
MTS OJSC |
|
M.A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems
Open Joint- Stock Company
Location: 4, Marksistskaja Str., Moscow,
109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 02.04.2003
Code of the fact (event, action): 0504715A02042003
Location: 31, Krasnaja Presnja Str., 123022, Moscow, Russian Federation
Postal address: 31, Krasnaja Presnja Str., 123022, Moscow, Russian Federation
Voices’s share in the highest management body of the Issuer before the chance: 27.17%
Voices’s share in the highest management body of the Issuer after the chance: 17.46%
Date of the change in the share of the authorized capital: 02.04.2003
MTS OJSC |
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M.A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Date of occurrence of the fact (event, action): 11.03.2003
Code of the fact (event, action): 1804715A11032003
Full company name of the Counterpart:
“Moscow Bank for Reconstruction and Development” Joint- Stock Commercial Bank
Location of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Postal address of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Date of the transaction: 11.03.2003
Description of the transaction: Agreement № BD-21/03 of bank deposit in the amount of Rubles 80,000,000.
MTS OJSC |
|
M.A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems
Open Joint- Stock Company
Location: 4, Marksistskaja Str., Moscow,
109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 13.03.2003
Code of the fact (event, action): 1804715A130322003
Full company name of the Counterpart:
“Moscow Bank for Reconstruction and Development” Joint- Stock Commercial Bank
Location of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Postal address of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Date of the transaction: 13.03.2003
Description of the transaction: Agreement № BD-23/03 of bank deposit in the amount of USD 4,000,000.
MTS OJSC |
|
M.A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems Open Joint- Stock
Company
Location: 4, Marksistskaja Str., Moscow,
109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 17.03.2003
Code of the fact (event, action): 1804715A17032003
Full company name of the Counterpart:
“Moscow Bank for Reconstruction and Development” Joint- Stock Commercial Bank
Location of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Postal address of the Counterpart: 5, Bldg.1, Eropkinsky Per., 119034, Moscow,
Russian Federation
Date of the transaction: 17.03.2003
Description of the transaction: Agreement № BD-24/03 of bank deposit in the amount of Rubles 80,000,000.
MTS OJSC |
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M.A. Smirnov |
Information
on the essential fact (event, action) having an influence on
financial and economic activities of the Issuer.
Mobile Telesystems Open Joint Stock Company
Place of business: 4,
Marksistskaya St., Moscow, 109147, Russian Federation
Issuer’s code: 04715-A
Date of occurrence of the fact (event, action): 02.04.2003
Code of the fact (event, action): 0704715A02042003
Full company name of the contracting party: Sky Limited Liability Company
Place of business of the contracting party: 9-Б, Mushtary St., Kazan, 420012, Russian Federation
Postal address of the contracting party: 27, Shchapova St., Kazan, 420012, Russian Federation
Date of the transaction: 02.04.2003
Description of the transaction: Agreement for sale and purchase of shares in Taif Ttelecom OJSC according to which Sky LLC shall sell and MTS OJSC shall buy 49,215 registered uncertified common shares in Taif Ttelecom and 16,389 registered uncertified preference shares in Taif Ttelecom OJSC for the total amount of USD 59,058,233.40.
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President |
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M. A. Smirnov |
Information
on the essential fact (event, action) having an influence on
financial and economic activities of the Issuer.
Mobile Telesystems Open Joint Stock Company
Place of
business: 4, Marksistskaya St.,
Moscow, 109147, Russian Federation
Issuer’s code: 04715-A
Date of occurrence of the fact (event, action): 02.04.2003
Code of the fact (event, action): 0704715A02042003
Full company name of the contracting party: Telecom Management Limited Liability Company
Place of business of the contracting party: 27, Shchapova St., Kazan, 420012, Russian Federation
Postal address of the contracting party: 27, Shchapova St., Kazan, 420012, Russian Federation
Date of the transaction: 02.04.2003
Description of the transaction: Call agreement for purchase of shares in Taif Telecom OJSC according to which MTS OJSC is entitled to acquire 47,285 registered uncertified common shares in Taif Ttelecom OJSC at the price of USD 1,000 + 8% per annum depending on the period of the option disposal and 15,746 registered uncertified preference shares in Taif Ttelecom OJSC at the price of USD 600.60 + 8% per annum depending on the period of the option disposal and Telecom Management LLC shall sell the above mentioned shares to MTS OJSC.
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President |
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M. A. Smirnov |
Information on essential fact (event, action) influencing
financial and
economic activity of the Issuer
Mobile TeleSystems
Open-Joint Stock Company
Location: 4, Marksistskaja Str., Moscow,
109147, Russian Federation
Issuer’ code: 04715-A
Date of occurrence of the fact (event, action): 02.04.03
Code of the fact (event, action): 0304715A02042003
MTS OJSC |
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M.A. Smirnov |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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MOBILE TELESYSTEMS OJSC |
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By: |
Mikhail Smirnov |
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Name: |
Mikhail Smirnov |
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Title: |
President |
Date: April 11, 2003