<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Omnipoint Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
68212D102
--------------------------------------
(CUSIP Number)
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, WA 98006
(425)653-4600
(Name, address and telephone number of person authorized
to receive notices and communications)
June 23, 1999
--------------------------------------
(Date of Event which requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
<PAGE> 2
- --------------------
CUSIP NO. 68212D102
- --------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VoiceStream Wireless Corporation
91-1956183
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 4,271,000 (1)
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY NONE
EACH ----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 4,271,000
WITH ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,271,000
- --------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) Issuable upon conversion of 4,271 shares of Issuer's Series A Non-Voting
Convertible Preferred Stock at a conversion price of $24 per share.
Under certain circumstances, as described in Items 4 and 5, such 4,271
shares will be automatically converted to Common Stock at a conversion
-2-
<PAGE> 3
price of $18.50 per share, in which case VoiceStream Wireless
Corporation will beneficially own 6,124,540 shares. In addition,
VoiceStream Wireless Corporation is party to an agreement with Issuer
pursuant to which it has agreed, subject to certain terms and
conditions, to purchase on October 1, 1999 an additional 1,979 shares of
Series A Non-Voting Convertible Preferred Stock, which, at a conversion
price of $24.00 per share, will be convertible into 1,979,000 additional
shares of Common Stock.
-3-
<PAGE> 4
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, par
value $0.01 per share (the "Common Stock"), of Omnipoint Corporation, a Delaware
corporation (the "Company"). The Company's principal executive office is located
at Three Bethesda Metro Center, Suite 400, Bethesda, Maryland 20814.
Item 2. Identity and Background.
(a) NAME OF PERSON FILING:
VoiceStream Wireless Corporation, a Washington corporation
("VoiceStream")
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE:
3650 131st Avenue S.E.
Bellevue, WA 98006
(c) PRINCIPAL BUSINESS:
VoiceStream is principally engaged in the provision of wireless
telecommunications services and activities related thereto.
(d) EXECUTIVE OFFICERS AND DIRECTORS OF VOICESTREAM:
Attached hereto as Schedule I is a list of each executive
officer and director of VoiceStream. The present principal occupation and
business address of each of these individuals is set forth on Schedule I. Each
of the aforementioned executive officers and directors is a citizen of the
United States, unless otherwise indicated on Schedule I.
(e) WHETHER DURING LAST FIVE YEARS, ANY SUCH PERSON HAS BEEN
CONVICTED IN A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR
MISDEMEANORS) AND, IF SO, GIVE THE DATES, NATURE OF CONVICTION, NAME AND
LOCATION OF COURT, ANY PENALTY IMPOSED, OR OTHER DISPOSITION OF THE CASE:
During the past five years, neither VoiceStream nor, to the best
knowledge of VoiceStream, any of the executive officers or directors listed on
Schedule I, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(f) WHETHER DURING THE LAST FIVE YEARS, ANY SUCH PERSON WAS 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
-4-
<PAGE> 5
SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS OR FINDING ANY VIOLATION WITH
RESPECT TO SUCH LAWS; AND, IF SO, IDENTIFY AND DESCRIBE SUCH PROCEEDINGS AND
SUMMARIZE THE TERMS OF SUCH JUDGMENT, DECREE OR FINAL ORDER:
During the past five years, neither VoiceStream nor, to the best
knowledge of VoiceStream, any executive officer or director listed in Schedule
I, has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the 4,271 shares of Preferred
Stock purchased by VoiceStream was $102,504,000. The source of funds used in
this transaction is the working capital of VoiceStream.
Item 4. Purpose of the Transaction.
VoiceStream, VoiceStream Wireless Holding Corporation and the
Company are parties to that certain Agreement and Plan of Reorganization, dated
as of June 23, 1999 (the "Reorganization Agreement"), pursuant to which
wholly-owned subsidiaries of VoiceStream Wireless Holding Corporation will merge
(the "Mergers") into each of VoiceStream and the Company, and holders of Common
Stock will receive cash and/or stock of VoiceStream Wireless Holding Corporation
in exchange for their shares of Common Stock (collectively, the
"Reorganization").
In connection with the Reorganization, on June 23, 1999,
VoiceStream, Hutchison Telecommunications PCS (USA) Limited ("Hutchison") and
the Company entered into a Securities Purchase Agreement (the "Securities
Purchase Agreement") pursuant to which, among other things, VoiceStream
purchased 4,271 shares of the Company's Series A Non-Voting Convertible
Preferred Stock, par value $0.01 per share ("Preferred Stock"), which shares are
convertible, at the option of VoiceStream, into Common Stock at a conversion
price of $24 per share. In the event that the Mergers contemplated by the
Reorganization Agreement are not consummated and are terminated by reason of (i)
a material breach by the Company of its covenants, agreements or obligations
under the Reorganization Agreement or (ii) any representation or warranty of the
Company under the Reorganization Agreement being untrue in any material respect,
such conversion price shall be reduced to $18.50 and the Preferred Stock will be
automatically converted to
-5-
<PAGE> 6
Common Stock (subject to applicable Federal Communications Commission
regulations and rulings and applicable law). At a conversion price of $24.00 per
share the 4,271 shares of Preferred Stock are convertible into 4,271,000 shares
of Common Stock. At a conversion price of $18.50 per share the 4,271 shares of
Preferred Stock are convertible into 6,124,540 shares of Common Stock. The
Securities Purchase Agreement further provides that, subject to certain terms
and conditions, VoiceStream shall purchase an additional 1,979 shares of
Preferred Stock on October 1, 1999 for an aggregate purchase price of
$47,496,000, which shall be convertible at the same conversion prices and upon
the same terms as the shares of Preferred Stock purchased on June 23, 1999.
Pursuant to the Securities Purchase Agreement, Hutchison also purchased 4,271
shares of Preferred Stock, and agreed to purchase an additional 1,979 shares of
Preferred Stock on October 1, 1999, on identical terms.
The purpose of the purchase of Preferred Stock under the
Securities Purchase Agreement is to provide working capital to the Company.
Item 5. Interest in Securities of the Issuer.
(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY
OWNED:
Pursuant to the Securities Purchase Agreement, VoiceStream
acquired 4,271 shares of Preferred Stock, as described in Item 4. By means of
such acquisition, VoiceStream is the beneficial owner of 4,271,000 shares of
Common Stock, representing 7.4% of the issued and outstanding Common Stock.
Under certain circumstances as described in Item 4 which would result in a
reduction of the conversion price of the Preferred Stock to $18.50, VoiceStream
would become the beneficial owner of 6,124,540 shares of Common Stock. Pursuant
to the Securities Purchase Agreement, subject to certain terms and conditions,
VoiceStream has agreed to purchase an additional 1,979 shares of Preferred Stock
on October 1, 1999. Such acquisition will result in VoiceStream being the
beneficial owner of a total of 6,250,000 shares of Common Stock, representing
10.5% of the issued and outstanding Common Stock. Under certain circumstances as
described in Item 4 which would result in a reduction of the conversion price of
the Preferred Stock, VoiceStream would, after the purchase of such additional
1,979 shares of Preferred Stock, become the beneficial owner of a total of
8,108,108 shares of Common Stock. Pursuant to the Securities Purchase Agreement,
Hutchison also purchased 4,271 shares of Preferred Stock, and has agreed to
purchase an additional 1,979 shares of Preferred Stock on October 1, 1999, on
identical terms.
-6-
<PAGE> 7
VoiceStream may be deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by Hutchison. The filing of this
statement on Schedule 13D shall not be construed as an admission that
VoiceStream is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any securities of
Hutchison, and VoiceStream expressly disclaims any such beneficial ownership of
Common Stock beneficially owned by Hutchison.
(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO VOTE:
Upon conversion of the Preferred Stock to Common Stock,
VoiceStream will have the sole power to vote all of such shares of Common Stock.
(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS OR SINCE THE
MOST RECENT FILING ON SCHEDULE 13D, WHICHEVER IS LESS:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships
Involving Securities of the Issuer.
VoiceStream, Hutchison and the Company are parties to the
Securities Purchase Agreement described in Item 4, pursuant to which, so long as
VoiceStream and Hutchison beneficially own at least 7 1/2% of the Company's
outstanding equity securities, and provided that the Preferred Stock owned by
such persons has been converted into Common Stock, such persons shall have the
right to jointly designate one person to serve on the Board of Directors of the
Company. The Securities Purchase Agreement further provides for demand and
piggyback registration rights under certain circumstances and contains a
standstill provision, which provides that VoiceStream and Hutchison will not,
for a period of five years following the award to the Company of the last of the
licenses for which the Company was the high bidder in the Federal Communications
Commission reauctions of C Block licenses completed in April 1999, without the
prior consent of the Company, acquire or agree to acquire any equity securities
of the Company that would result in VoiceStream and Hutchison's aggregate
ownership of equity securities of the Company exceeding 15% of the Company's
outstanding equity securities to the extent that such acquisition would result
in the Company violating the Communications Act of 1934 and the
Telecommunications Act of 1996 (together with the rules, regulations and
published decisions of the FCC).
VoiceStream, VoiceStream Wireless Holding Corporation and the
Company are parties to the Reorganization Agreement described in Item 4,
pursuant to which wholly-owned subsidiaries
-7-
<PAGE> 8
of VoiceStream Wireless Holding Corporation will merge into each of VoiceStream
and the Company. Pursuant to the Reorganization Agreement, holders of Common
Stock will receive cash and/or stock of VoiceStream Wireless Holding Corporation
in exchange for their shares of Common Stock.
The Company, VoiceStream, certain stockholders of the Company
(the "Principal Company Stockholders") and certain stockholders of VoiceStream
(the "Principal VoiceStream Stockholders") have entered into an agreement, dated
as of June 23, 1999 (the "Merger Voting Agreement"). Pursuant to the Merger
Voting Agreement, the Principal Company Stockholders have agreed to attend a
meeting of the Company's stockholders, in person or by proxy, and to vote or
cause to be voted the number of shares of Common Stock beneficially owned by
them(the "Principal Company Stockholder Shares") in favor of (i) the adoption
and approval of the Reorganization Agreement and (ii) the Mergers and any other
matters necessary to consummate the transactions contemplated in the
Reorganization Agreement, and against any alternative merger proposal or
acquisition proposal representing 15% or more of the stock or assets of the
Company and its subsidiaries. Pursuant to the Merger Voting Agreement, the
Principal VoiceStream Stockholders (including Hutchison and John W. Stanton)
have agreed to attend a meeting of VoiceStream's stockholders, in person or by
proxy, and to vote or cause to be voted a specified number of shares of common
stock of VoiceStream in favor of (i) the adoption and approval of the
Reorganization Agreement and (ii) the Mergers, and certain other matters and any
other matters necessary to consummate the transactions contemplated in the
Reorganization Agreement.
From and after the date of the Merger Voting Agreement through
the earlier of the effective time of the transactions contemplated by the
Reorganization Agreement and the termination of the Reorganization Agreement,
each of the Principal Company Stockholders and the Principal VoiceStream
Stockholders has agreed not to sell or otherwise dispose of, in a single
transaction or a series of unrelated transactions, more than 30% of the shares
of Common Stock or common stock of VoiceStream, as the case may be, of each such
Principal Company Stockholder or Principal VoiceStream Stockholder which are
subject to the Merger Voting Agreement (other than certain transfers to partners
of certain Principal Company Stockholders or Principal VoiceStream Stockholders
that are partnerships) unless, as a condition to such sale, each transferee of
any shares in excess of 30% of such shares agrees to be bound by the provisions
of the Merger Voting Agreement applicable to the Principal Company Stockholders
and the Principal VoiceStream Stockholders.
The foregoing description of the Securities Purchase Agreement,
the Reorganization Agreement and the Merger Voting
-8-
<PAGE> 9
Agreement is subject to, and qualified in its entirety by reference to, the
Securities Purchase Agreement, Reorganization Agreement and Merger Voting
Agreement, which are filed as exhibits 1, 2 and 3 hereto and incorporated by
reference into this Item 6.
Item 7. Material To be Filed as Exhibits.
1 Agreement and Plan of Reorganization, dated as of June 23,
1999, by and among VoiceStream Wireless Corporation, VoiceStream Wireless
Holding Corporation and Omnipoint Corporation. [Incorporated by reference to
Exhibit 2.1 to Voicestream's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 6, 1999]
2 Agreement, dated as of June 23, 1999, by and among VoiceStream
Wireless Corporation, Omnipoint Corporation, certain stockholders of VoiceStream
Wireless Corporation and certain stockholders of Omnipoint Corporation.
[Incorporated by reference to Exhibit 9.1 to Voicestream's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on July 6, 1999]
3 Securities Purchase Agreement by and among VoiceStream
Wireless Corporation, Hutchison Telecommunications PCS (USA) Limited and
Omnipoint Corporation, dated as of June 23, 1999. [Incorporated by reference to
Exhibit 10.1 to Voicestream's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 6, 1999]
-9-
<PAGE> 10
SIGNATURE
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: July 6, 1999
VOICESTREAM WIRELESS CORPORATION
By: /s/ Alan R. Bender
___________________________
Name: Alan R. Bender
Title: Executive Vice President
General Counsel and Secretary
<PAGE> 11
Schedule I
Executive Officers and Directors of
VoiceStream Wireless Corporation
Executive Officers
VS = VoiceStream Wireless Corporation, 3650 131st Avenue S.E., Bellevue, WA
90086
WWC = Western Wireless Corporation, 3650 131st Avenue S.E., Bellevue, WA
90086
<TABLE>
<CAPTION>
Name and Business Address Occupation
- ------------------------- ----------
<S> <C>
John W. Stanton Chairman, Director and Chief
3650 131st Avenue S.E. Executive Officer of VS and WWC
Bellevue, WA 98006
Robert R. Stapleton President and Director of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
Donald Guthrie Vice Chairman and Director of VS
3650 131st Avenue S.E. Vice Chairman of WWC
Bellevue, WA 98006
Cregg B. Baumbaugh Executive Vice President -
3650 131st Avenue S.E. Finance, Strategy and
Bellevue, WA 98006 Development of VS
Alan R. Bender Executive Vice President,
3650 131st Avenue S.E. General Counsel and Secretary of
Bellevue, WA 98006 VS and WWC
Robert P. Dotson Senior Vice President -
3650 131st Avenue S.E. Marketing of VS
Bellevue, WA 98006
Timothy R. Wong Senior Vice President -
3650 131st Avenue S.E. Engineering of VS
Bellevue, WA 98006
Patricia L. Miller Vice President, Controller and
3650 131st Avenue S.E. Principal Accounting Officer of
Bellevue, WA 98006 VS
</TABLE>
<PAGE> 12
Directors
<TABLE>
<CAPTION>
Name and Business Address Occupation
- ------------------------- ----------
<S> <C>
John W. Stanton Chairman, Director and Chief
3650 131st Avenue S.E. Executive Officer of VS and WWC
Bellevue, WA 98006
Robert R. Stapleton President and Director of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
Donald Guthrie Vice Chairman and Director of VS
3650 131st Avenue S.E. Vice Chairman of WWC
Bellevue, WA 98006
John L. Bunce, Jr. Managing Director, Hellman &
Hellman & Friedman Friedman
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Mitchell R. Cohen Managing Director, Hellman &
Hellman & Friedman Friedman
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Daniel J. Evans Chairman of Daniel J. Evans
Daniel J. Evans Associates Associates
1111 3rd Ave # 3400
Seattle, WA
Canning Fok Group Managing Director of
Hutchison Whampoa Limited Hutchison Whampoa Limited, 22nd
22nd Floor, Hutchison House Floor, Hutchison House
10 Harcourt Road 10 Harcourt Road
Hong Kong Hong Kong
Jonathan M. Nelson President and Chief Executive
Providence Ventures Inc. Officer of Providence Equity
900 Fleet Center Partners Inc.; Co-Chairman of
50 Kennedy Plana Providence Ventures Inc.;
Providence, RI 02903 Managing general partner of
Providence Ventures L.P.
Terence M. O'Toole Managing Director, Goldman,
Goldman, Sachs & Co. Sachs & Co.
85 Broad Street, 19th Floor
New York, NY 10004
Hans Snook Group Managing Director of
Orange plc Orange plc
St. James Court
Great Peak Road
Almondsbury Park
Bradley Stoke
Bristol England BS124QJ
</TABLE>
<PAGE> 13
All of the above executive officers and directors are citizens of the
United States except Canning Fok, who is a citizen of Australia and Hans Snook,
who is a citizen of Canada.
<PAGE> 14
Exhibit Index
1 Agreement and Plan of Reorganization, dated as of June 23,
1999, by and among VoiceStream Wireless Corporation, VoiceStream Wireless
Holding Corporation and Omnipoint Corporation. [Incorporated by reference to
Exhibit 2.1 to Voicestream's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 6, 1999]
2 Agreement, dated as of June 23, 1999, by and among VoiceStream
Wireless Corporation, Omnipoint Corporation, certain stockholders of VoiceStream
Wireless Corporation and certain stockholders of Omnipoint Corporation.
[Incorporated by reference to Exhibit 9.1 to Voicestream's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on July 6, 1999]
3 Securities Purchase Agreement by and among VoiceStream
Wireless Corporation, Hutchison Telecommunications PCS (USA) Limited and
Omnipoint Corporation, dated as of June 23, 1999. [Incorporated by reference to
Exhibit 10.1 to Voicestream's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on July 6, 1999]
