UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| o | Rule 13d-1(c) | |
| x | Rule 13d-1(d) |
* 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 the disclosures provided in a prior cover page.
The information required in 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).
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| SCHEDULE 13G | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| JOINT FILING AGREEMENT | ||||||||
| CUSIP No. 900111105 | |
| 1 | NAMES OF REPORTING PERSON |
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S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||
Sonera
Corporation I.R.S.
Identification No. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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(b) |
o |
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| 3 | SEC USE ONLY |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
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Finland |
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5 |
SOLE VOTING POWER |
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0 |
|||||
| NUMBER OF | 6 |
SHARED VOTING POWER |
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| SHARES | |||||
| BENEFICIALLY | 66,473,911,565(1) |
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| OWNED BY | |||||
| EACH REPORTING | 7 |
SOLE DISPOSITIVE POWER |
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| PERSON WITH | |||||
0 |
|||||
8 |
SHARED DISPOSITIVE POWER |
||||
66,473,911,565(1) |
|||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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66,473,911,565(1) |
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| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o |
|||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.30%(2)(3) |
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| 12 | TYPE OF REPORTING PERSON |
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HC |
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| (1) | In addition, Turkcell Holding A.S. (“Turkcell Holding”), of which Sonera Holding B.V. holds a 47.09% interest, holds 255,000,000,000 ordinary shares, nominal value TL 1,000 per share, of Turkcell Iletisim Hizmetleri A.S. (the “Company”) representing 51% of the Company’s current share capital. | |
| (2) | Based on 500,000,000,000 ordinary shares, nominal value TL 1,000 per share, of the Company outstanding on December 31, 2001 as disclosed by the Company in its annual report on Form 20-F for the fiscal year ended December 31, 2001. | |
| (3) | Excludes the ordinary shares of the Company held by Turkcell Holding. |
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| CUSIP No. 900111105 | |
| 1 | NAMES OF REPORTING PERSON |
||||
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||||
Sonera
Holding
B.V. I.R.S.
Identification No. |
|||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
o |
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(b) |
o |
||||
| 3 | SEC USE ONLY |
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
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The
Netherlands |
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5 |
SOLE VOTING POWER |
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0 |
|||||
| NUMBER OF | 6 |
SHARED VOTING POWER |
|||
| SHARES | |||||
| BENEFICIALLY | 66,473,911,565(1) |
||||
| OWNED BY | |||||
| EACH REPORTING | 7 |
SOLE DISPOSITIVE POWER |
|||
| PERSON WITH | |||||
0 |
|||||
8 |
SHARED DISPOSITIVE POWER |
||||
66,473,911,565(1) |
|||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||
66,473,911,565(1) |
|||||
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
||||
o |
|||||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
||||
13.30%(2)(3) |
|||||
| 12 | TYPE OF REPORTING PERSON |
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CO |
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| (1) | In addition, Turkcell Holding A.S. (“Turkcell Holding”), of which Sonera Holding B.V. holds a 47.09% interest, holds 255,000,000,000 ordinary shares, nominal value TL 1,000 per share, of Turkcell Iletisim Hizmetleri A.S. (the “Company”) representing 51% of the Company’s current share capital. | |
| (2) | Based on 500,000,000,000 ordinary shares, nominal value TL 1,000 per share, of the Company outstanding on December 31, 2001 as disclosed by the Company in its annual report on Form 20-F for the fiscal year ended December 31, 2001. | |
| (3) | Excludes the ordinary shares of the Company held by Turkcell Holding. |
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SCHEDULE 13G
Turkcell Iletisim Hizmetleri AS
| Item 1(a) |
Name of Issuer: |
|
| TURKCELL ILETISIM HIZMETLERI AS | ||
| Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
|
|
TURKCELL PLAZA MESRUTIVET CADDESI NO 153 TEPEBASI ISTANBUL TURKEY W8 80050 |
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| Item 2(a) |
Name of Persons Filing: |
|
|
SONERA CORPORATION |
||
| SONERA HOLDING B.V. | ||
| Item 2(b) |
Address of Principal Business Office or, if none, Residence: |
|
|
SONERA CORPORATION — TEOLLISUUSKATU 15, P.O. BOX 106, FIN-00051, HELSINKI, FINLAND |
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SONERA HOLDING B.V. — RIVIUM 1E STRAAT 9, 2909 LE CAPELLE AAN DEN IJSSEL, THE NETHERLANDS |
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| Item 2(c) | Citizenship: | |
|
SONERA CORPORATION — FINLAND |
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SONERA HOLDING B.V. — THE NETHERLANDS |
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| Item 3. |
If this Statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
| NOT APPLICABLE | ||
| Item 4. | Ownership: | |
| (a) Amount beneficially owned: | ||
| 66,473,911,565 (1) | ||
| (b) Percent of class: | ||
| 13.30% (2) (3) | ||
| (c) Number of shares as to which the person has: |
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| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the vote: 66,473,911,565 (1) | ||
| (iii) Sole power to dispose or to direct the disposition of : 0 | ||
| (iv) Shared power to dispose or to direct the disposition of: 66,473,911,565 (1) | ||
| Item 5. | Ownership of Five Percent or Less of a Class | |
| NOT APPLICABLE | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| NOT APPLICABLE | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
| If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. | ||
| NOT APPLICABLE | ||
| Item 8. | Identification and Classification of Members of the Group | |
| NOT APPLICABLE | ||
| Item 9. | Notice of Dissolution of the Group | |
| NOT APPLICABLE | ||
| Item 10. | Certifications | |
| NOT APPLICABLE |
| (1) | In addition, Turkcell Holding A.S. (“Turkcell Holding”), of which Sonera Holding B.V. holds a 47.09% interest, holds 255,000,000,000 ordinary shares, nominal value TL 1,000 per share, of Turkcell Iletisim Hizmetleri A.S. (the “Company”) representing 51% of the Company’s current share capital. | |
| (2) | Based on 500,000,000,000 ordinary shares, nominal value TL 1,000 per share, of the Company outstanding on December 31, 2001 as disclosed by the Company in its annual report on Form 20-F for the fiscal year ended December 31, 2001. | |
| (3) | Excludes the ordinary shares of the Company held by Turkcell Holding. |
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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 statement is true, complete and correct.
Dated: December 19, 2002
| SONERA CORPORATION | |||
| By: | /s/ KIM IGNATIUS |
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| Name: Kim Ignatius Title: CFO |
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| By: | /s/ MAIRE LAITINEN |
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| Name: Maire Laitinen Title: Group General Counsel |
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| SONERA HOLDING B.V. | |||
| By: | /s/ JAAP JOHAN VAN
DER VLIES |
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| Name: Jaap Johan van der Vlies Title: Managing Director |
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EXHIBIT INDEX
| A. | Joint Filing Agreement between Sonera Corporation and Sonera Holding B.V. |
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Turkcell Iletisim Hizmetleri AS and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.
December 19, 2002.
| SONERA CORPORATION | |||
| By: | /s/ KIM IGNATIUS |
||
| Name: Kim Ignatius Title: CFO |
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| By: | /s/ MAIRE LAITINEN |
||
| Name: Maire Laitinen Title: Group General Counsel |
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| SONERA HOLDING B.V. | |||
| By: | /s/ JAAP JOHAN VAN
DER VLIES |
||
| Name: Jaap Johan van der Vlies Title: Managing Director |
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