UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
VoiceStream Wireless Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (no par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
928615103
---------------------------
(CUSIP Number)
LeRoy T. Carlson, Jr. (312) 630-1900
President and Chief Executive Officer
Telephone and Data Systems, Inc.
30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 17,1999
------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
- ----------------------
1The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
Information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 928615103 13D Page 2 of 8 Pages
--------- --------- ---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Telephone and Data Systems, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
HC, CO
- ---------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 928615103 13D Page 3 of 8 Pages
--------- --------- ---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Trustees of the Voting Trust under Agreement dated June 30,
1989
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14 TYPE OF REPORTING PERSON*
00
- -----------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 4 of 8 Pages
This Schedule 13D is being filed pursuant to Section 13(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Act"), by Telephone and Data
Systems, Inc., a Delaware corporation ("TDS") on behalf of itself and its
subsidiaries, including Aerial Communications, Inc. (the "Company"), and by the
trustees of the Voting Trust under Agreement dated June 30, 1989, as amended
(the "TDS Voting Trust").
Item 1. Security and Issuer.
--------------------
This statement relates to the common stock, no par value ("Issuer
Common Stock" and, together with the common stock of Holding, as defined below,
"Parent Common Stock"), of VoiceStream Wireless Corporation ("Issuer") . The
principal executive office of the Issuer is located at 3650 131st Avenue, S. E.,
Bellevue, WA 98006.
Item 2. Identity and Background.
------------------------
TDS and the Trustees of the TDS Voting Trust, are filing this Schedule
13D with respect to Parent Common Stock. The following sets forth information
with respect to Items 2(a) through 2(f) for TDS and the Trustees of the TDS
Voting Trust.
TDS. TDS is a Delaware corporation. The principal business and office
address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602.
TDS's principal business is that of providing diversified telecommunications
services. TDS, directly and through its subsidiaries, has established cellular
telephone, local telephone and personal communications services operations. The
information with respect to the directors and executive officers of TDS is set
forth on Appendices A and B attached hereto, and incorporated herein by
reference.
The Trustees of the Voting Trust. The principal business address of the
Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois
60602. The Voting Trust holds TDS Series A Common Shares and was created to
facilitate long-standing relationships among the trust's certificate holders.
Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A
Common Shares held in the trust. The information with respect to the trustees of
the Voting Trust is set forth in Appendix C hereto, and incorporated herein by
reference.
To the knowledge of LeRoy T. Carlson, Jr., during the last five (5)
years, none of TDS, the Voting Trust, nor any of the persons named in Appendices
A, B and C hereto has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
To the knowledge of LeRoy T. Carlson, Jr., during the last five (5)
years, none of TDS, the Voting Trust, nor any of the persons named in Appendices
A, B and C hereto 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
See Item 4 below.
Item 4. Purpose of Transaction.
-----------------------
On September 20, 1999, TDS and the Company announced that they had
entered into an Agreement and Plan of Reorganization with the Issuer,
VoiceStream Wireless Holding Corporation ("Holding" and, together with Issuer,
"Parent"), and a subsidiary of Holding ("Merger Sub C"), pursuant to which
Merger Sub C will merge with and into the Company, with the Company surviving
the merger (the "Reorganization"). In the Reorganization, each outstanding share
of common stock of the Company, including all shares of common stock
beneficially owned by TDS, will be converted into the right to receive 0.455
shares of Parent Common Stock. Based on this exchange ratio, and considering the
issuance of 19,090,909 additional shares of Company common stock to TDS as
described below, TDS would receive, in the Reorganization, an aggregate of
35,570,493 shares of Parent Common Stock in exchange for an aggregate of
78,176,909 shares of Company common stock beneficially owned. This exchange
ratio may be adjusted under certain circumstances. Alternatively, shareholders
of the Company other than TDS or Sonera Ltd. will have the option to elect to
receive $18.00 in cash for each share of Company common stock.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 5 of 8 Pages
In connection with the Reorganization, TDS entered into a Stockholder
Agreement with Issuer and Holding pursuant to which, among other things, TDS
agreed to vote in favor of the Reorganization at a stockholders meeting of the
Company called for that purpose, and against other competing transactions.
Pursuant to a Debt/Equity Replacement Agreement among the Company,
Aerial Operating Company, Inc, ("AOC"), TDS and Parent, as supplemented by a
Settlement Agreement and Release among Sonera, Ltd. Sonera Corporation U.S.,
TDS, the Company and AOC, which were entered into contemporaneously with the
execution of the Agreement and Plan of Reorganization, $420 million of
additional equity of the Company will be issued to TDS and $230 million of
additional equity of the Company and/or AOC will be issued to Sonera, at an
equivalent price of $22.00 per share of Company common stock. Accordingly, the
Company will issue to TDS 19,090,909 additional shares of Company common stock
on November 1, 1999.
Under a Parent Stockholder Agreement (the "Parent Stockholder
Agreement"), entered into in connection with the Reorganization Agreement, among
Parent, the Company, TDS and certain stockholders of Parent (identified on the
signature page to the Parent Stockholder Agreement) (the "Parent Stockholders"),
the Parent Stockholders and TDS have agreed to enter into a Voting Agreement
(together with the stockholders of Omnipoint Corporation if Parent acquires
Omnipoint Corp. and such stockholders agree to enter into such agreement) on
terms mutually agreeable to the parties thereto, which will provide that the
parties thereto shall vote their shares of Parent Common Stock for the election
to the board of directors of Parent in the manner specified in such Voting
Agreement. The Parent Stockholders and TDS have agreed that the Voting Agreement
shall provide, among other things, that so long as TDS beneficially owns at
least 4,500,000 shares of Parent Common Stock, one member of the Parent board of
directors shall be an individual designated by TDS (the "TDS Designee"), except
that the TDS Designee may not be an officer, director, management level employee
or affiliate of TDS, or of any person in which TDS or any affiliate of TDS has
an "attributable interest" (as defined by applicable FCC rules and
regulations)(a "Qualified Designee"); provided, however, that Parent shall have
the right to approve the TDS Designee, which approval shall not be unreasonably
withheld; and provided further, however, that if TDS owns more than 9,800,000
shares of Parent Common Stock and Sonera Ltd. and its affiliates own less than
4,500,000 shares of Parent Common Stock, then TDS shall have the right to two
TDS Designees as directors of Parent.
At the closing of the Reorganization, pursuant to the Agreement and
Plan of Reorganization, TDS and Parent will enter into an Investor Agreement
which will limit certain actions by TDS as a stockholder of Parent for a period
of five (5) years. Subject to certain exceptions, TDS will agree not to (i)
acquire any additional shares of Parent Common Stock which would cause TDS to
own in excess of 24.9% of the voting securities of Parent (except that this
percentage will be 28% if the Reorganization occurs at a time that the Omnipoint
Reorganization has not occurred); (ii) solicit proxies for shares of Parent
Common Stock or participate in an election contest; or (iii) join a group or
take any action to initiate, encourage or otherwise facilitate a tender or
exchange offer for Parent which would result in change of control of Parent. In
addition, TDS would agree to certain restrictions on its ability to transfer its
shares of Parent Common Stock. In particular, if TDS sells Parent Common Stock,
it would agree to take reasonable care to preclude the acquisition of more than
5% of the voting power of the Parent Common Stock by any person or group, except
Sonera Ltd. and certain other affiliated parties.
Pursuant to the Stockholder Agreement, at the closing of the
Reorganization, TDS and Parent will enter into a Registration Rights Agreement
pursuant to which TDS will receive demand and piggyback registration rights for
the shares of Parent Common Stock received by TDS in the Reorganization. The
Registration Rights Agreement will permit four (4) demand registration rights
(one every nine (9) months) and permit unlimited piggyback registration rights.
The registration rights would survive only as long as TDS is unable to sell the
shares of Parent Common Stock without registration.
The foregoing descriptions of the above agreements is subject to, and
qualified in their entirety by reference to, the text of such agreements, which
are incorporated by reference as exhibits hereto.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(I) TDS.
---
(a) Except to the extent that TDS may be deemed to
beneficially own shares of Parent Common Stock as a
result of the Parent Voting Agreement or the other
agreements referenced herein, TDS does not have
direct or indirect beneficial ownership of any shares
of Parent Common Stock.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 6 of 8 Pages
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
None.
(iii) Sole Power to Dispose or Direct the
--------------------------------------------
Disposition:
------------
None.
(iv) Shared Power to Dispose or Direct the
--------------------------------------------
Disposition:
-----------
None.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty (60)
days in shares of Parent Common Stock by TDS.
(d) To the knowledge of LeRoy T. Carlson, Jr., no other
person is known to have the right of dividends from,
or the proceeds from the sale of the shares of Parent
Common Stock beneficially owned by TDS.
(e) Not Applicable.
(II) Directors and Executive Officers of TDS.
----------------------------------------
(a) - (b)See Appendix D attached hereto and incorporated
herein by reference.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty (60)
days in shares of Parent Common Stock by any Director
or Executive Officer of TDS.
(d) To the knowledge of LeRoy T. Carlson, Jr., no person
other than the persons listed in Appendix D are known
to have the right to receive or the power to direct
the receipt of dividends from, or other proceeds from
the sale of Parent Common Stock beneficially owned by
the persons listed in Appendix D.
(e) Not applicable.
(III) The Voting Trust.
-----------------
(a) Except to the extent that TDS may be deemed to
beneficially own shares of Parent Common Stock as a
result of the Parent Voting Agreement or the other
agreements referenced herein, the Voting Trust does
not have direct or indirect beneficial ownership of
any shares of Parent Common Stock.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
(ii) Shared Power to Vote or Direct the Vote:
---------------------------------------
None.
(iii) Sole Power to Dispose or Direct the
--------------------------------------------
Disposition:
------------
None.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 7 of 8 Pages
(iv) Shared Power to Dispose or Direct the
--------------------------------------------
Disposition:
-----------
None.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty (60)
days in shares of Parent Common Stock of the Company
by The Voting Trust except to the extent disclosed
herein.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
--------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
See Item 4.
Item 7. Material to be Filed as Exhibits.
---------------------------------
1. Agreement and Plan of Reorganization dated as of September 17,
1999, among Issuer, Holding, Sub, the Company and TDS*
2. Stockholder Agreement dated as of September 17, 1999, among
TDS, Issuer and Holding *
3. Parent Stockholder Agreement dated as of September 17, 1999,
among the Company, TDS, Issuer and Holding and certain
stockholders of Issuer*
4. Debt/Equity Replacement Agreement dated as of September 17,
1999, among TDS, the Company, Aerial Operating Company, Inc.,
Issuer and Holding *
5. Settlement Agreement and Release dated as of September 17,
1999, among TDS, the Issuer, Aerial Operating Company, Inc.,
and Sonera, as agreed to by VoiceStream and Holding*
----------------
* Incorporated herein by reference to the TDS Form 8-K filed on September
28, 1999.
In addition, the Voting Trust Agreement dated June 30, 1989, as amended, is
hereby incorporated by reference to Exhibit 9.1 to the Annual Report on Form
10-K for the year ended December 31, 1997 of Aerial Communications, Inc.
* * * * * *
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 8 of 8 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree and consent, pursuant to Rule
13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G
(including any amendments thereto) on behalf of such parties with respect to the
Issuer.
SIGNATURES
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 as of October 4, 1999.
TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST
By: /s/ LeRoy T. Carlson, Jr. By: /s/ LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr.
President and Chief Executive Officer As Trustee and Attorney-in
-Fact for other Trustees*
*Pursuant to Joint Filing Agreement
and Power of Attorney previously
filed with the Securities and
Exchange Commission and
incorporated by reference herein.
Signature Page to Schedule 13D
relating to VoiceStream Wireless Corporation. by
Telephone and Data Systems, Inc., and The Voting Trust, respectively.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 1 of 5 of Appendix A
APPENDIX A
DIRECTORS OF TDS
----------------
(I) (a) Name:
-----
LeRoy T. Carlson
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Chairman of Telephone and Data Systems, Inc.
Director of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
President and Chief Executive Officer of Telephone
and Data Systems, Inc.
Director and Chairman of Aerial
Communications, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 2 of 5 of Appendix A
(III) (a) Name:
-----
Sandra L. Helton
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Executive Vice President - Finance and CFO of
Telephone and Data Systems, Inc.
Director of Aerial Communications, Inc.
(d) Citizenship:
-----------
United States
(IV) (a) Name:
-----
James Barr III
(b) Business Address:
-----------------
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.
Director of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin
Director of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 3 of 5 of Appendix A
(VI) (a) Name:
-----
Letitia G.C. Carlson
(b) Residence Address:
------------------
7604 Fairfax Road
Bethesda, Maryland 20814
(c) Present Principal Occupation or Employment:
-------------------------------------------
Medical Doctor
(d) Citizenship:
------------
United States
(VII) (a) Name:
-----
Donald C. Nebergall
(b) Residence Address:
------------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
-------------------------------------------
Consultant to Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(VIII) (a) Name:
-----
Herbert S. Wander
(b) Business Address:
-----------------
Katten, Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60606-3693
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner of the law firm of Katten, Muchin & Zavis
(d) Citizenship
-----------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 4 of 5 of Appendix A
(IX) (a) Name:
-----
George W. Off
(b) Business Address:
-----------------
Catalina Marketing Group
11300 Ninth Street North
St. Petersburg, Florida 33716
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of Catalina
Marketing Corporation
(d) Citizenship:
------------
United States
(X) (a) Name:
-----
Martin L. Solomon
(b) Business Address:
-----------------
2665 South Bayshore Drive, Suite 906
Coconut Grove, Florida 33133
(c) Present Principal Occupation or Employment:
-------------------------------------------
Chairman and CEO of American Country Holdings, Inc.
(d) Citizenship:
------------
United States
(XI) (a) Name:
-----
Kevin A. Mundt
(b) Business Address:
-----------------
Mercer Management Consulting, Inc.
33 Hayden Avenue
Lexington, MA 02173
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Retail Group Head of Mercer
Management Consulting, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 5 of 5 of Appendix A
(XII) (a) Name:
-----
Murray L. Swanson
(b) Business Address:
-----------------
1118 Sheridan Road
Evanston, Illinois 60202
(c) Present Principal Occupation or Employment:
-------------------------------------------
Managing Director and CEO of Sonera Corporation U.S.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 1 of 7 of Appendix B
APPENDIX B
EXECUTIVE OFFICERS OF TDS
--------------------------
(I) (a) Name:
-----
LeRoy T. Carlson
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director and Chairman of Telephone and Data Systems,
Inc.
Director of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director, President and Chief Executive Officer of
Telephone and Data Systems, Inc.
Director and Chairman of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 2 of 7 of Appendix B
(III) (a) Name:
-----
Sandra L. Helton
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director, Executive Vice President - Finance and CFO
of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(IV) (a) Name:
-----
Rudolph E. Hornacek
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Engineering of Telephone and Data
Systems, Inc.
Director of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
H. Donald Nelson
(b) Business Address:
-----------------
United States Cellular Corporation
8410 West Bryn Mawr
Suite 700
Chicago, Illinois 60631
(c) Present Principal Occupation or Employment:
-------------------------------------------
President and Chief Executive Officer of United
States Cellular Corporation, an over 80%- owned
subsidiary of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 3 of 7 of Appendix B
(VI) (a) Name:
-----
James Barr III
(b) Business Address:
-----------------
TDS Telecommunications Corporation
301 South Westfield Road
Madison, Wisconsin 53705-0158
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of TDS Telecommunications Corporation, a
wholly-owned subsidiary of Telephone and Data
Systems, Inc.
Director of Telephone and Data Systems, Inc. and
Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(VII) (a) Name:
-----
Donald W. Warkentin
(b) Business Address:
-----------------
Aerial Communications, Inc.
8410 West Bryn Mawr Avenue
Suite 1100
Chicago, Illinois 60631
(c) Present Principal Occupation or Employment:
-------------------------------------------
President of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(VIII) (a) Name:
-----
Scott H. Williamson
(b) Business Address:
-----------------
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Senior Vice President - Acquisitions of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 4 of 7 of Appendix B
(IX) (a) Name:
-----
Michael K. Chesney
(b) Business Address:
-----------------
1014 South Briarcliffe Circle
Maryville, Tennessee 37803
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President - Corporate Development of Telephone
and Data Systems, Inc.
(d) Citizenship:
------------
United States
(X) (a) Name:
-----
George L. Dienes
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President-Corporate Development of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
(XI) (a) Name:
-----
C. Theodore Herbert
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President-Human Resources of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 5 of 7 of Appendix B
(XII) (a) Name:
-----
Peter L. Sereda
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Vice President and Treasurer of Telephone and Data
Systems, Inc.
(d) Citizenship:
-----------
United States
(XIII) (a) Name:
----
Mark A. Steinkrauss
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President-Corporate Relations of Telephone and
Data Systems, Inc.
(d) Citizenship:
-----------
United States
(XIV) (a) Name:
----
Edward W. Towers
(b) Business Address:
----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President-Corporate Development and Operations
of Telephone and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 6 of 7 of Appendix B
(XV) (a) Name:
----
James W. Twesme
(b) Business Address:
-----------------
TDS Corporate Madison
8401 Greenway Boulevard
P.O. Box 628010
Middleton, Wisconsin 53562-8010
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President - Corporate Finance - Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
(XVI) (a) Name:
-----
Byron A. Wertz
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
8000 West 78th Street, Suite 400
Minneapolis, Minnesota 55439
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President - Corporate Development of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
(XVII) (a) Name:
-----
Gregory J. Wilkinson
(b) Business Address:
-----------------
TDS Corporate Madison
8401 Greenway Boulevard
P.O. Box 628010
Middleton, Wisconsin 53562-8010
(c) Present Principal Occupation or Employment:
------------------------------------------
Vice President and Corporate Controller of Telephone
and Data Systems, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 7 of 7 of Appendix B
(XVIII) (a) Name:
-----
Michael G. Hron
(b) Business Address:
----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
------------------------------------------
Partner of the law firm of Sidley & Austin and
Secretary of Telephone and Data Systems, Inc. and
Aerial Communications, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 1 of 2 of Appendix C
APPENDIX C
TRUSTEES OF THE VOTING TRUST
----------------------------
(I) (a) Name:
-----
LeRoy T. Carlson, Jr.
(b) Business Address:
-----------------
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director, President and Chief Executive Officer of
Telephone and Data Systems, Inc.
Director and Chairman of Aerial Communications, Inc.
(d) Citizenship:
------------
United States
(II) (a) Name:
-----
Walter C.D. Carlson
(b) Business Address:
-----------------
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(c) Present Principal Occupation or Employment:
-------------------------------------------
Partner of the law firm of Sidley & Austin
Director of Telephone and Data Systems, Inc.
and Aerial Communications, Inc.
(d) Citizenship:
-----------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 2 of 2 of Appendix C
(III) (a) Name:
-----
Letitia G.C. Carlson
(b) Business Address:
-----------------
7604 Fairfax Road
Bethesda, Maryland 20814
(c) Present Principal Occupation or Employment:
-------------------------------------------
Medical Doctor
Director of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(IV) (a) Name:
-----
Donald C. Nebergall
(b) Residence Address:
------------------
2919 Applewood Place, N.E.
Cedar Rapids, Iowa 52402
(c) Present Principal Occupation or Employment:
-------------------------------------------
Director of and Consultant to Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
Melanie J. Heald
(b) Business Address:
-----------------
7410 Longmeadow Road
Madison, Wisconsin 53717
(c) Present Principal Occupation or Employment:
-------------------------------------------
Homemaker
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 1 of 1 of Appendix D
APPENDIX D
Ownership of Common Stock of VoiceStream Wireless Corporation (Issuer)
---------------------------------------------------------------------
Number of shares
of
Issuer's Percentage of
Common Stock Class
Beneficially of the Issuer's
Name Owned as of Latest Common Stock
Practicable Date
---------------- --------------
James Barr, III -- --
LeRoy T. Carlson -- --
LeRoy T. Carlson, Jr. -- --
Letitia G. C. Carlson -- --
Walter C. D. Carlson -- --
Michael K. Chesney -- --
George L. Dienes -- --
Sandra L. Helton -- --
C. Theodore Herbert -- --
Rudolph E. Hornacek -- --
Michael G. Hron -- --
Donald C. Nebergall -- --
H. Donald Nelson -- --
George W. Off -- --
Peter L. Sereda -- --
Martin L. Solomon -- --
Mark A. Steinkrauss -- --
Murray L. Swanson -- --
Edward W. Towers -- --
James W. Twesme -- --
Herbert S. Wander -- --
Donald W. Warkentin -- --
Byron A. Wertz -- --
Gregory J. Wilkinson -- --
------- ---
Total -- --
======= ===
<PAGE>
