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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Microcell Telecommunications Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
5 9 5 0 1 T 3 0 4
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(CUSIP Number)
VoiceStream Wireless Corporation 3650 131st
Avenue S.E.
Bellevue, WA 98006
(425)653-4600
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(Name, address and telephone number of person authorized
to receive notices and communications)
February 28, 2000
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(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.
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CUSIP NO. 59501T304
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VoiceStream Wireless Corporation
91-1983600
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 9,590,000 (1)
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY NONE
EACH ----------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 9,590,000 (1)
WITH ----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,590,000 (1)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
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14. TYPE OF REPORTING PERSON
CO
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(1) Issuable upon conversion of 9,590,000 shares of Issuer's Class A Non-
Voting Shares (the "Class A Shares").
Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the Common Shares(the
"Common Stock"), of Microcell Telecommunications Inc., a Canadian corporation
(the "Company"). The Company's principal executive office is located at 1000, de
la Gauchetie're Street West, 25th Floor, Montreal, Quebec, Canada H3B 4W5.
Item 2. Identity and Background.
(a) NAME OF PERSON FILING:
VoiceStream Wireless Corporation, a Delaware 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 SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS OR FINDING ANY
VIOLATION WITH RESPECT TO SUCH LAWS; AND, IF SO, IDENTIFY AND
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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 9,590,000 Class A Shares
purchased by VoiceStream was Cdn $399,998,900.00. The source of funds used in
this transaction is the working capital of VoiceStream.
Item 4. Purpose of the Transaction.
VoiceStream and the Company are parties to that certain Stock
Subscription Agreement, dated as of February 11, 2000 (the "Subscription
Agreement"), pursuant to which VoiceStream purchased from the Company 9,590,000
of the Company's Class A Shares in exchange for cash. Class A Shares are
immediately exchangeable into voting Common Stock of the Company. VoiceStream
purchased the Company's Class A Shares for investment purposes only.
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 9,590,000 shares of Class A Shares, as described in Item 4. Class A
Shares are immediately exchangeable into voting Common Stock of the Company. By
means of such acquisition, VoiceStream is the beneficial owner of shares of
Common Stock, representing 22.7% of the issued and outstanding Common Stock.
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(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO VOTE:
Upon conversion of the Class A Shares 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 and Telesystem Enterprises (T.E.L.) Ltd., a Canadian
corporation ("Telesystem"), are parties to a certain Shareholders Agreement (the
"Shareholders Agreement"), dated as of February 11, 2000, pursuant to which
Telesystem shall, and shall cause each of its affiliates to, use its best
efforts to cause its nominees to the Board of Directors of the Company to vote
for the appointment of two (2) directors designated by VoiceStream as provided
in the Subscription Agreement described in Item 4, and VoiceStream shall vote
all of its Common Stock in favour of the election of Telesystem's nominees to
the Board of Directors. The Shareholders Agreement further provides that if
Telesystem or Investissement T.E.L. Inc. or Telesystem Ltd., the parent company
of Telesystem (collectively, the "Seller") desires to enter into a transaction
the effect of which, directly or indirectly, results in a change of control in
any Seller, then the Seller shall first offer the opportunity to VoiceStream (or
its designees) to complete the transaction on the same terms and conditions in
accordance with the procedures set forth in the Shareholders Agreement.
The foregoing description of the Shareholders Agreement is
subject to, and qualified in its entirety by reference to, the Shareholders
Agreement, which is filed as Exhibit 10.2 and incorporated by reference into
this Item 6.
Item 7. Material To be Filed as Exhibits.
10.1 Stock Subscription Agreement, dated as of February 11, 2000,
by and among VoiceStream Wireless Corporation and Microcell Telecommunications
Inc. [Incorporated by reference to Exhibit 10.1 to Voicestream's Current Report
on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2000]
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10.2 Shareholders Agreement of Microcell Telecommunications Inc.,
dated as of February 11, 2000, by and between VoiceStream Wireless Corporation
and Telesystem Enterprises (T.E.L.) Ltd. [Incorporated by reference to Exhibit
10.2 to Voicestream's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 3, 2000]
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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: March 2, 2000
VOICESTREAM WIRELESS CORPORATION
By: /s/ Alan R. Bender
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Name: Alan R. Bender, Esq.
Title:Executive Vice President
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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
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<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>
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Directors
<TABLE>
<CAPTION>
Name and Business Address Occupation
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<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
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
</TABLE>
All of the above executive officers and directors are citizens of the
United States except Canning Fok, who is a citizen of Australia.
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Exhibit Index
10.1 Stock Subscription Agreement, dated as of February 11, 2000,
by and among VoiceStream Wireless Corporation and Microcell Telecommunications
Inc. [Incorporated by reference to Exhibit 10.1 to Voicestream's Current Report
on Form 8-K, filed with the Securities and Exchange Commission on March 3, 2000]
10.2 Shareholders Agreement of Microcell Telecommunications Inc.,
dated as of February 11, 2000, by and between VoiceStream Wireless Corporation
and Telesystem Enterprises (T.E.L.) Ltd. [Incorporated by reference to Exhibit
10.2 to Voicestream's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on March 3, 2000]
