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PROSPECTUS SUPPLEMENT NO. 4 FILED PURSUANT TO RULE 424(B)(3)
MARCH 12, 1999 REGISTRATION NO. 333-58155
(TO PROSPECTUS DATED JULY 7, 1998)
[LOGO OF OMNIPOINT APPEARS HERE]
6,500,000 DEPOSITARY SHARES EACH REPRESENTING 1/20 OF A SHARE OF 7%
CUMULATIVE CONVERTIBLE PREFERRED STOCK, 325,000 SHARES OF 7% CUMULATIVE
CONVERTIBLE PREFERRED STOCK, AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF, OR PAYABLE AS DIVIDENDS ON, THE DEPOSITARY SHARES OR THE 7% CUMULATIVE
CONVERTIBLE PREFERRED STOCK
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This Prospectus Supplement supplements information contained in that certain
Prospectus dated July 7, 1998 relating to the potential offer and sale from time
to time by (i) the selling stockholders up to 6,500,000 depositary shares (the
"Depositary Shares") each representing 1/20 of a share of the 7% Cumulative
Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"),
liquidation preference $1,000 per share of Preferred Stock (equivalent to $50
per Depositary Share, the "Liquidation Preference"), of Omnipoint Corporation
(the "Company"), (ii) up to 325,000 shares of Preferred Stock, and (iii) up to
11,445,123 shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock") issuable upon conversion of, or payable as dividends on, the
Depositary Shares or the Preferred Stock. The Depositary Shares, the Preferred
Stock, and the Common Stock are collectively referred to as the "Securities."
The Securities were initially acquired from the Company by Donaldson, Lufkin &
Jenrette Securities Corporation, BancAmerica Robertson Stephens, Bear, Stearns &
Co., Inc. and Smith Barney, Inc. in May 1998 in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
This Prospectus Supplement is not complete without, and may not be delivered
or utilized except in connection with, the Prospectus. This Prospectus
Supplement is incorporated by reference into the Prospectus, and all terms used
herein shall have the meaning assigned to them in the Prospectus. The Common
Stock of the Company is traded under the symbol "OMPT."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The following table supplements the information set forth in the Prospectus
under the heading "Selling Stockholders" with respect to certain selling
stockholders of Depositary Shares and the number of shares beneficially owned by
such holders that may be offered and sold pursuant to the Prospectus, as
supplemented, to add the following number of Depositary Shares with respect to
the following Selling Stockholders:
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<TABLE>
<CAPTION>
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NAME OF SELLING STOCKHOLDER DEPOSITARY SHARES OF
SHARES OWNED PREFERRED STOCK
AND OFFERED OWNED AND
HEREBY OFFERED HEREBY
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<S> <C> <C>
American High-Income Trust 185,000 0
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American Variable Insurance Series - Asset 40,000 0
Allocation Fund
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American Variable Insurance Series - High-Yield 62,000 0
Bond Fund
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Bear, Stearns & Co. Inc. 10,000 0
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Donaldson, Lufkin & Jenrette Securities Corp. 15,000 0
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Salomon Smith Barney Inc. 25,000 0
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The Bond Fund of America, Inc. 120,000 0
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TOTAL 457,000 0
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</TABLE>
Because the Selling Stockholders listed above and in the Prospectus under the
caption "Selling Stockholders" may, pursuant to the Prospectus, as supplemented,
offer all or some portion of the Depositary Shares, no estimate can be given as
to the amount of Depositary Shares or the underlying Preferred Stock that will
be held by the Selling Stockholders upon termination of any such sales.
Furthermore, the Selling Stockholders identified in the table set forth in the
Prospectus under the caption "Selling Stockholders" may have sold, transferred
or otherwise disposed of all or a portion of their Depositary Shares since the
date on which they provided the Company with information regarding their
Securities, and the Company has not made any independent inquiries as of the
foregoing.
The Company may from time to time include additional Selling Securityholders
and information about such Selling Securityholders' plans of distribution in
future supplements to the Prospectus.
Unless otherwise noted, all information provided in this Prospectus Supplement
is as of March 12, 1999.
