SEC 1746
(11-02)

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UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D/A

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Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended by deleting in their entirety the last two paragraphs of Amendment No. 1 and replacing them with the following:

To the best knowledge of the Reporting Persons as of the date hereof, the name, the business address, present principal occupation or employment and citizenship of each executive officer and director of each Reporting Person, is set forth in Schedules I, II and III hereto. The information contained in Schedules I, II and III is incorporated herein by reference.

During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of their directors or executive officers listed in Schedule I, II or III hereto, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

Pursuant to the terms of the Investment Agreement, Sonera is prohibited from transferring any of its shares of Common Stock prior to the third anniversary of the closing of the acquisition thereof (i.e., February 2, 2004).  Notwithstanding this restriction, Sonera may, beginning February 2, 2003, sell shares of Common Stock pursuant to Rule 144 under the Securities Act of 1933, as amended.  In addition, pursuant to the Registration Rights Agreement, on or after February 2, 2003, if Sonera B.V. holds shares having a market value of at least $15,000,000, it has the right to demand registration with respect to its shares of Common Stock.  At such time as it may do so, Sonera B.V. intends to request registration of its shares.

The Reporting Persons have determined that, subject to, among other considerations, market conditions and the price from time to time of the Company’s stock, Sonera B.V. will liquidate certain, and as many as all, of its shares in the Company’s Common Stock.  In determining from time to time whether to sell its shares of the Company’s Common Stock (and at what times and in what amounts) or whether to retain such shares, Sonera B.V. will take into account such factors as it deems relevant, including the business and prospects of the Company and the impact thereof on the Company’s existing and anticipated stock price, existing and anticipated market conditions from time to time, and Sonera B.V.’s need from time to time for liquidity.  Sonera B.V. reserves the right to hold or dispose of its shares of the Company’s Common Stock as it may determine from time to time and to change its intention with respect to any or all of the matters referred to in this Item 4.

In connection with potential sales by the Reporting Persons, the two members of the Company’s board of directors designated by the Reporting Persons have resigned from the board.  Sonera B.V. has notified the Company that at the present time Sonera B.V. does not intend to exercise its rights under the Investment Agreement to designate replacement directors.  However, Sonera B.V. has also advised the Company that it reserves all of its rights under the Investment Agreement, including any rights it may have to nominate replacement directors at a later time if it chooses to do so.

Except for the foregoing and as disclosed below, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the following actions or events:

•              The acquisition by any person of additional securities of the Company or the disposition of securities of the Company;

•              An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries;

•              A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

•              Any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

•              Any material change in the present capitalization or dividend policy of the Company;

•              Any other material change in the Company’s business or corporate structure;

•              Changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

•              Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

•              A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

•              Any action similar to any of those enumerated above.

Item 6.

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

Item 6 of the Schedule 13D is amended and supplemented by the following information:

Under the Investment Agreement, Sonera B.V. has the right to designate two members of the Company’s board of directors, provided Sonera B.V. maintains certain shareholdings in the Company.  The two members of the Company’s board of directors designated by Sonera B.V. have resigned from the board.  Sonera B.V. has notified the Company that at the present time Sonera B.V. does not intend to exercise its rights under the Investment Agreement to designate replacement directors.  However, Sonera B.V. has also advised the Company that it reserves all of its rights under the Investment Agreement, including any rights it may have to nominate replacement directors at a later time if it chooses to do so.

Pursuant to the Registration Rights Agreement, on or after February 2, 2003, if Sonera B.V. holds shares having a market value of at least $15,000,000, it has the right to demand registration with respect to its shares of Common Stock.  At such time as it may do so, Sonera B.V. intends to request registration of its shares.

Dated:  November 25, 2003

TELIASONERA AB

By:

 /s/ Anders Igel

Name:  Anders Igel

Title:  President and CEO

By:

 /s/ Jan-Henrik Ahrnell

Name:  Jan-Henrik Ahrnell

Title:  Vice President and General Counsel

TELIASONERA FINLAND OYJ
(previously named SONERA CORPORATION)

By:

 /s/ Anders Igel

Name:  Anders Igel

Title:  Chairman of the Board

By:

 /s/ Jan-Henrik Ahrnell

Name:  Jan-Henrik Ahrnell

Title:  Director

SONERA HOLDING B.V.

By:

 /s/ Sirpa-Helena Sormunen

Name:  Sirpa-Helena Sormunen

Title:  Vice President