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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
O'Toole, Terence M.
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(Last) (First) (Middle)
c/o Goldman, Sachs & Co.
85 Broad Street
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(Street)
New York, NY 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
February 25, 2000
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Issuer Name and Ticker or Trading Symbol
VoiceStream Wireless Corporation (01)
(VSTR)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ X ] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Year)
2/25/00
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7. Individual or Joint/Group Filing (Check applicable line)
[ X ] Form Filed by One Reporting Person
[ ] Form Filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Beneficially Owned |
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| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
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<S> <C> <C> <C>
| | | |
Common Stock | 9,806,095 | I | 02,03 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one Reporting Person, see Instruction
5(b)(v).
FORM 3 (continued)
<TABLE>
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Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
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<S> <C> <C> <C> <C> <C> <C> <C>
Omnipoint Corp. 7% | | | | | | | |
Cumulative Convertible | | | | | | | |
Preferred Stock(04) | Immed. | N/A | Common Stock | 185 | 04 | 02,04 | 02,04 |
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Stock Option | | | | | | | |
(right to buy)(05) | 06 | 12/31/09 | Common Stock | 939 | $11.32 | 02,06 | 02,06 |
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Stock Option | | | | | | | |
(right to buy)(05) | Immed. | 1/1/08 | Common Stock | 250 | $9.25 | 02,07 | 02,07 |
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Stock Option | | | | | | | |
(right to buy)(05) | 08 | 1/1/08 | Common Stock | 704 | $9.25 | 02,08 | 02,08 |
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</TABLE>
Explanation of Responses:
01: On February 25, 2000, VoiceStream Wireless Corporation, a Washington
corporation ("VS Washington"), merged with a wholly-owned subsidiary of
VoiceStream Wireless Holding Corporation, which is a Delaware corporation that
was itself wholly owned by VS Washington, and its shares were exchanged for
shares of VoiceStream Wireless Holding Corporation on a one for one basis.
Immediately after the transaction, VoiceStream Wireless Holding Corporation
changed its name to VoiceStream Wireless Corporation ("VS Delaware").
02: The Reporting Person is a managing director of Goldman, Sachs & Co.
("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of The
Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims
beneficial ownership of the securities reported herein except to the extent of
his pecuniary interest therein, if any.
03: Goldman Sachs may be deemed to own beneficially and directly and GS Group
may be deemed to own beneficially and indirectly 7,066 shares of Common Stock.
GS Group may be deemed to own beneficially and directly 68,821 shares of Common
Stock and Goldman Sachs and GS Group may be deemed to own beneficially and
indirectly in the aggregate 9,730,208 shares of Common Stock through certain
investment partnerships (the "Limited Partnerships") of which affiliates of
Goldman Sachs and GS Group are the general partner or managing general partner.
Goldman Sachs is the investment manager of one of the Limited Partnerships.
04: On February 25, 2000, VoiceStream Wireless Corporation announced the closing
of its merger with Omnipoint Corporation, among other transactions (the
"Merger"). Under the Omnipoint regorganization agreement (together with the
Merger "Omnipoint/VoiceStream Transactions"), Omnipoint Corporation 7%
Cumulative Convertible Preferred Stock ("Omnipoint Convertible Stock") became
convertible into a combination of (A) a number of shares of VS Delaware common
stock equal to the product of (1) 0.825 and (2) the number of Omnipoint common
shares then outstanding or subject to issuance upon the conversion of the
Omnipoint 7% Convertible Preferred Stock and (B) an amount of cash equal to the
product of (1) $8.00 and (2) the number of Omnipoint common shares, outstanding
or subject to issuance upon the conversion of the Omnipoint Convertible Stock.
Pursuant to the Omnipoint/VoiceStream Transactions each share of Omnipoint
Convertible Stock now converts into 1.3257 shares of VS Delaware common stock
and $12.8552 in cash, at any time, at the option of the holder.
05: VS Delaware assumed all stock options granted under the VS Washington stock
option plan.
06: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan to the Reporting Person. The
Reporting Person has an understanding with GS Group pursuant to which he holds
the stock options for the benefit of GS Group. The options are exercisable in
four equal annual installments, beginning January 1, 2000.
07: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan to the Reporting Person. The
Reporting Person has an understanding with GS Group pursuant to which he holds
the stock options for the benefit of GS Group.
08: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan to the Reporting Person. The
Reporting Person has an understanding with GS Group pursuant to which he holds
the stock options for the benefit of GS Group. These options vest in 3 equal
annual installments, beginning January 1, 2000.
By: s/Roger S. Begelman May 10, 2000
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**Signature of Reporting Person Date
Attorney-in-fact
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Alternatively, this form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
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POWER OF ATTORNEY
The undersigned does hereby appoint Hans L. Reich and Roger S. Begelman his
true and lawful attorneys, and each of them his true and lawful attorney, with
power to act without the other, and with full power of such substitution, to
execute for him and in his name any Initial Statement of Beneficial Ownership of
Securities on Form 3, any Statement of Change in Beneficial Ownership on Form 4
and any Annual Statement of Changes in Beneficial Ownership on Form 5 which may
be required to be filed by him with the Securities and Exchange Commission and
any and all instruments necessary or incidental therewith, hereby granting unto
said attorneys and each of them full power and authority to do and perform in
the name and on behalf of the undersigned, and in any and all capacities, every
act and thing whatsoever required or necessary to be done in and about the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and approving the act of said attorneys and
each of them. This power of attorney shall supercede any previous power of
attorney covering the same subject. This power of attorney shall not be affected
by the subsequent disability or incompetence of the principal. In witness
thereof the undersigned hereunto set his hand this 4th of May 1998.
s/Terence M. O'Toole
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Terence M. O'Toole
