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)1
VoiceStream Wireless Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock ($.001 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)
May 4, 2000
-------------------------------------------------------
(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 9 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 9 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 -0-
SHARES ----------------------------------------
BENFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 35,570,493 shares
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------
10 SHARED DISPOSITIVE POWER
35,570,493 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,570,493 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 928615103 13D Page 3 of 9 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 -0-
SHARES ----------------------------------------
BENFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 35,570,493 shares
REPORTING ----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
----------------------------------------
10 SHARED DISPOSITIVE POWER
35,570,493 shares
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,570,493 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 4 of 9 Pages
This Amendment No. 1 to 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, 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, $.001 par value ("Issuer
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 announced that TDS and its subsidiary,
Aerial Communications, Inc. ("Aerial") had entered into an Agreement and Plan of
Reorganization with the Issuer, VS Washington Corporation (fka VoiceStream
Wireless Corporation) a Washington corporation ("VS Washington" and, together
with Issuer, "Parent"), and a subsidiary of VoiceStream ("Merger Sub C"), which
provided for the merger of Merger Sub C with and into Aerial, with Aerial
surviving the merger (the "Reorganization"). The Reorganization occurred on May
4, 2000. In the Reorganization, each outstanding share of common stock of
Aerial, including all shares of Aerial common stock beneficially owned by TDS,
were converted into the right to receive 0.455 of a share of Issuer Common
Stock. Based on this exchange ratio, TDS received, in the Reorganization, an
aggregate of 35,570,493 shares of Issuer Common Stock in exchange for an
aggregate of 78,176,909 shares of Aerial common stock beneficially owned.
In connection with the Reorganization, TDS accepted the terms of a
Voting Agreement dated as of February 25, 2000 among Issuer and certain
stockholders of Issuer (identified on the signature page to the Voting
Agreement) (the "Issuer
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 5 of 9 Pages
Stockholders"). The Voting Agreement provides that the parties thereto shall
vote their shares of Issuer Common Stock for the election to the board of
directors of VoiceStream in the manner specified in such Voting Agreement. The
Voting Agreement provides, among other things, that so long as TDS beneficially
owns at least 4,500,000 shares of Issuer Common Stock, one member of the Issuer
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
Issuer 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 Issuer Common Stock and Sonera Corporation and its
affiliates own less than 4,500,000 shares of Issuer Common Stock, then TDS shall
have the right to two TDS Designees as directors of Issuer. If TDS becomes
entitled to designate a second director under the Voting Agreement, the parties
to the Voting Agreement would be required to seek and obtain a waiver or other
exemptive order from the Federal Communications Commission before such second
director could be appointed to the board of directors of Issuer.
At the closing of the Reorganization, pursuant to the Agreement and
Plan of Reorganization, TDS and Issuer also entered into an Investor Agreement
which limits certain actions by TDS as a stockholder of Issuer for a period of
five (5) years. Subject to certain exceptions, TDS agreed not to (i) acquire any
additional shares of Issuer Common Stock which would cause TDS to own in excess
of 24.9% of the voting securities of Issuer; (ii) solicit proxies for shares of
Issuer 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 Issuer which would result in change of control of Issuer. In
addition, TDS agreed to certain restrictions on its ability to transfer its
shares of Issuer Common Stock. In particular, if TDS sells Issuer Common Stock,
it agreed to take reasonable care to preclude the acquisition of more than 5% of
the voting power of the Issuer Common Stock by any person or group, except
Sonera Corporation and certain other affiliated parties.
At the closing of the Reorganization, TDS and Issuer also entered into
a Registration Rights Agreement pursuant to which TDS has demand and piggyback
registration rights for the shares of Issuer Common Stock received by TDS in the
Reorganization. The Registration Rights Agreement permits four (4) demand
registration rights (one every nine (9) months) and permits unlimited piggyback
registration rights. The registration rights survive only as long as TDS is
unable to sell the shares of Issuer 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) As of May 4, 2000, TDS beneficially owns 35,570,493
shares of Issuer Common Stock.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
(ii) Shared Power to Vote or Direct the Vote:
----------------------------------------
35,570,493 shares.
(iii) Sole Power to Dispose or Direct the
Disposition:
--------------------------------------------
None.
(iv) Shared Power to Dispose or Direct the
Disposition:
--------------------------------------------
35,570,493 shares.
(c) Except as described herein, to the knowledge of LeRoy
T. Carlson, Jr., no transactions were effected during
the past sixty (60) days in shares of Issuer 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 Issuer
Common Stock beneficially owned by TDS.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 6 of 9 Pages
(e) Not Applicable.
(II) Directors and Executive Officers of TDS.
----------------------------------------
(a)-(b) See Appendix D attached hereto and
incorporated herein by reference.
(c) Except as described below, to the knowledge of LeRoy
T. Carlson, Jr., no transactions were effected during
the past sixty (60) days in shares of Issuer Common
Stock by any Director or Executive Officer of TDS.
In the merger, the following Directors and Exective
Officers of TDS received Issuer Common Stock in the
Reorganization:
Number of shares of
Issuer's
Common Stock
Beneficially
Owned as of
Name May 4, 2000
------------------------- -------------------
Thomas A. Burke 922
LeRoy T. Carlson 455
George W. Off 455
Peter L. Sereda 100
Mark A. Steinkrauss 228
James W. Twesme 2,263
Byron A. Wertz 102
Gregory J. Wilkinson 970
------
Total 5,495
======
(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 Issuer Common Stock beneficially owned by
the persons listed in Appendix D.
(e) Not applicable.
(III) The Voting Trust.
-----------------
(a) As of May 4, 2000, the TDS Voting Trust may be deemed
to beneficially owns 35,570,493 shares of Issuer
Common Stock.
(b) (i) Sole Power to Vote or Direct the Vote:
--------------------------------------
None.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 7 of 9 Pages
(ii) Shared Power to Vote or Direct the Vote:
----------------------------------------
35,570,493 shares.
(iii) Sole Power to Dispose or Direct the
Disposition:
--------------------------------------------
None.
(iv) Shared Power to Dispose or Direct the
Disposition:
--------------------------------------------
35,570,493 shares.
(c) To the knowledge of LeRoy T. Carlson, Jr., no
transactions were effected during the past sixty (60)
days in shares of Issuer 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.
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 Voting Trust trustees hold and vote
6,359,808 TDS Series A Common Shares held in the Voting Trust, representing
91.4% of the outstanding TDS Series A Common Shares, and approximately 51.3% of
the combined voting power of the TDS Series A Common Shares and TDS Common
Shares. Therefore, the Voting Trust trustees may be deemed to direct a majority
of the combined voting power of TDS.
The acquisition of Issuer Common Stock by the filing persons made for
investment purposes only. None of the filing persons has any present plans or
proposals which relate to or would result in any transaction, event or action
enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D.
Each of the filing persons, however, expects to evaluate on an ongoing basis the
Issuer's financial condition, business, operations and prospects, the market
price of the Issuer Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each filing person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of the filing persons (and their respective affiliates) may purchase additional
shares of Issuer Common Stock or other securities of the Issuer or may sell or
transfer shares of Issuer Common Stock beneficially owned by them from time to
time in public or private transactions and/or may enter into privately
negotiated derivative transaction with institutional counterparties or otherwise
to hedge the market risk of some or all of their positions in the shares of
Issuer Common Stock or other securities. Any such transactions may be effected
at any time or from time to time subject to any applicable limitations imposed
on the sale of any of the Issuer securities by the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
Item 7. Material to be Filed as Exhibits.
---------------------------------
1. Agreement and Plan of Reorganization dated as of September 17,
1999, among Issuer, VS Washington, Sub, Aerial and TDS*
2. Stockholder Agreement dated as of September 17, 1999, among
TDS, Issuer and VS Washington *
3. Issuer Stockholder Agreement dated as of September 17, 1999,
among Aerial, TDS, Issuer and VS Washington and certain
stockholders of Issuer*
4. Debt/Equity Replacement Agreement dated as of September 17,
1999, among TDS, Aerial, Aerial Operating Company, Inc.,
Issuer and VS Washington *
5. Settlement Agreement and Release dated as of September 17,
1999, among TDS, Aerial, Aerial Operating Company, Inc.,
Sonera and Sonera Corporation U.S., as agreed to by
VoiceStream and VS Washington*
6. Voting Agreement dated as of February 25, 2000 (filed
herewith).
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 8 of 9 Pages
7. Acceptance by TDS of Voting Agreement dated May 4, 2000 (filed
herewith).
----------------
* 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 of Telephone and Data Systems, Inc.
* * * * * *
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 9 of 9 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 May 4, 2000.
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.
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 1 of 4 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.
(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.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 2 of 4 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.
(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.
(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
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation.
Page 3 of 4 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 4 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:
--------------------------------------------
Chairman 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 1 of 6 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.
(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.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 2 of 6 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.
(d) Citizenship:
------------
United States
(V) (a) Name:
-----
John E. Rooney
(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 6 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.
(d) Citizenship:
------------
United States
(VII) (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 and Corporate
Development of Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(VIII) (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
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 4 of 6 of Appendix B
(IX) (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
(X) (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
(XI) (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
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 5 of 6 of Appendix B
(XII) (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
(XIII) (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 Operations of
Telephone and Data Systems, Inc.
(d) Citizenship:
------------
United States
(XIV) (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 of Telephone and
Data Systems, Inc.
(d) Citizenship:
------------
United States
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 6 of 6 of Appendix B
(XV) (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
(XVI) (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 Secretary of Telephone and Data
Systems, Inc.
(d) Citizenship:
------------
United States
(XVII) (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
General Counsel and Assistant Secretary of Telephone
and Data Systems, Inc. and United States Cellular
Corporation
(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.
(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.
(d) Citizenship:
------------
United States
(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
<PAGE>
Schedule 13D
Issuer: VoiceStream Wireless Corporation
Page 2 of 2 of Appendix C
(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
<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
Common Stock Percentage of
Beneficially Class
Owned as of of the Issuer's
Name May 4, 2000 Common Stock
---------------------------- ------------------- ---------------
James Barr, III -- --
Thomas A. Burke 922 *
LeRoy T. Carlson 455 *
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 -- --
D. Michael Jack -- --
Donald C. Nebergall -- --
George W. Off 455 *
John E. Rooney -- --
Peter L. Sereda 100 *
Martin L. Solomon -- --
Mark A. Steinkrauss 228 *
Edward W. Towers -- --
James W. Twesme 2,263 *
Herbert S. Wander -- --
Byron A. Wertz 102 *
Gregory J. Wilkinson 970 *
--------
Total 5,495 *
------- ========
* Less than 1%
<PAGE>
EXHIBIT 6
VOTING AGREEMENT
----------------
VOTING AGREEMENT, dated as of February 25, 2000 (this "Agreement"), by
and among VOICESTREAM WIRELESS HOLDING CORPORATION, a Delaware corporation
("VoiceStream Holdings"), and the individuals and entities set forth on Schedule
I hereto (each, a "Stockholder" and collectively, the "Stockholders").
WHEREAS, Omnipoint Corporation, a Delaware corporation ("Omnipoint"),
VoiceStream Wireless Corporation, a Washington corporation ("VoiceStream") and
VoiceStream Holdings are parties to an Agreement and Plan of Reorganization,
dated as of June 23, 1999, (as the same has been amended or may hereafter be
amended from time to time, the "Omnipoint Reorganization Agreement") pursuant to
which, among other things, wholly owned subsidiaries of VoiceStream Holdings
will be merged with and into each of Omnipoint and VoiceStream (such mergers,
together with the related transactions contemplated by the Omnipoint
Reorganization Agreement, being referred to herein collectively as the
"Omnipoint Reorganization");
WHEREAS, each Stockholder is the Beneficial Owner of the number of
shares of VoiceStream Holdings Common Stock (the "Shares") set forth opposite
such Stockholder's name in Schedule I hereto;
WHEREAS, VoiceStream and certain of the Stockholders are parties to
that certain Voting Agreement, dated May 3, 1999 (the "Original Voting
Agreement");
WHEREAS, as a condition to consummating the Omnipoint Reorganization,
the parties to the Original Voting Agreement have agreed to terminate the
Original Voting Agreement and enter into this Agreement;
WHEREAS, VoiceStream, VoiceStream Holdings, VoiceStream Subsidiary III
Corporation, a Delaware corporation ("Merger Sub"), Aerial Communications, Inc.,
a Delaware corporation ("Aerial"), and Telephone and Data Systems, Inc., a
Delaware corporation ("TDS"), are parties to an Agreement and Plan of
Reorganization, dated as of September 17, 1999 (as the same may be amended from
time to time, the "Aerial Reorganization Agreement") pursuant to which, among
other things, Merger Sub is to be merged with and into Aerial (such merger,
together with the related transactions contemplated by the Aerial Reorganization
Agreement, being referred to herein as the "Aerial Reorganization");
WHEREAS, upon the consummation of the Aerial Reorganization, it is
contemplated that TDS will execute an agreement whereby it will become a party
to this Agreement as a Stockholder and, if TDS does so execute such an
agreement, the term Stockholder will for all purposes of this Agreement include
TDS; and
WHEREAS, Sonera Corporation (formerly Sonera Ltd.) ("Sonera") is a
substantial investor in Aerial and, concurrent with the Omnipoint
Reorganization, will invest $500 million into VoiceStream Holdings through its
Subsidiary, Sonera Holding, B.V. For purposes of this Agreement, Sonera
Corporation and Sonera Holding, B.V., shall be deemed a single Stockholder.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
Section 1. Definitions. As used in this Agreement, the following
------------
terms have the meanings set forth below:
"Beneficially Own" has the meaning set forth in Rule 13d-3 of the rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended; except that no broker or dealer or any affiliate thereof shall be
deemed to Beneficially Own Shares, the beneficial ownership of which is acquired
in the ordinary course of the activities of a broker or dealer registered under
Section 15 of the Securities Exchange Act of 1934, as amended, including, but
not limited to, the acquisition of beneficial ownership of such securities as a
result of any market-making or underwriting activities (including any Shares
acquired for the investment account of a broker or dealer in connection with
such underwriting activities), or the exercise of investment or voting
discretion authority over any of its customer accounts, or the acquisition in
good faith of such securities in connection with the enforcement of payment of a
debt previously contracted.
Exhibit 6
-1-
<PAGE>
"Board" means the Board of Directors of VoiceStream Holdings.
"BSF" means Bridge Street Fund 1992, L.P., a Delaware limited
partnership.
"Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in New York City, Hong Kong or Seattle, Washington are
authorized or required by law to close.
"GS" means The Goldman Sachs Group, Inc., a Delaware corporation.
"GSC" means BSF, GS, GSCP and SSF.
"GSCP" means GS Capital Partners, L.P., a Delaware limited partnership.
"HTL" means Hutchison Telecommunications Limited, a corporation
organized under the laws of Hong Kong.
"Hutchison" means Hutchison Holdings and Hutchison PCS.
"Hutchison Holdings" means Hutchison Telecommunications Holdings (USA)
Limited, a British Virgin Islands corporation.
"Hutchison PCS" means Hutchison Telecommunications PCS (USA) Limited, a
British Virgin Islands corporation.
"Immediate Family" means an individual's spouse, children (including
adopted children), grandchildren and parents.
"Percentage Ownership" means, as to any Stockholder, the aggregate
percentage of the outstanding Shares Beneficially Owned by such Stockholder,
including for this purpose, Shares Beneficially Owned by such Stockholder's
Permitted Affiliate Transferees.
"Permitted Affiliate Transferee" means (i) with respect to any
Stockholder who is a natural Person, any member of such Person's Immediate
Family, or any trust for the benefit of, or a partnership all of the partners of
which are, such Person and/or any member of such Person's Immediate Family; (ii)
with respect to any Stockholder which is a limited partnership (a) any Person
that, as of May 13, 1996, was the sole general partner of such Stockholder or
was the sole general partner of the sole general partner of such Stockholder, or
(b) another limited partnership which has a sole general partner, the control of
which sole general partner is held, directly or indirectly, by five (5) or fewer
natural Persons, provided such natural Persons had control at May 13, 1996 of
the sole general partner of such Stockholder; (iii) with respect to Hutchison,
(w) HTL, (x) any Subsidiary of HTL, or (y) any other entity acceptable to
Stockholders (other than Hutchison and its Permitted Affiliate Transferees)
holding at least a majority of the Shares owned by all Stockholders (other than
Hutchison and its Permitted Affiliate Transferees) in which HTL owns, directly
or indirectly, more than 40% of the outstanding voting power, or (z) in the case
of any Person referred to in clause (w), (x) or (y), Hutchison; (iv) with
respect to Sonera, any Subsidiary of Sonera or any other entity acceptable to
Stockholders (other than Sonera and its Permitted Affiliate Transferees) in
which Sonera owns, directly or indirectly, more than 40% of the outstanding
voting power and of which Sonera and its Subsidiaries are collectively the
largest shareholder; and (v) with respect to TDS, any Subsidiary of TDS or any
other entity acceptable to Stockholders (other than TDS and its Permitted
Affiliate Transferees) in which TDS owns, directly or indirectly, more than 40%
of the outstanding voting power and of which TDS and its Subsidiaries are
collectively the largest shareholder. For purposes of this definition, "control"
shall mean ownership of at least 51% of the equity interest in, and at least 51%
of the voting power on all matters in, an entity or, if applicable, the sole
general partner of such entity.
"Person" means an individual, corporation, association, partnership,
trust or estate, an unincorporated organization, a joint venture, a government
or any agency or political subdivision thereof, or any other entity of whatever
nature.
"Qualified Sonera Designee" means an individual designated by Sonera,
provided that VoiceStream Holdings shall have the right to approve such
designee, which approval shall not be unreasonably withheld, so
Exhibit 6
-2-
<PAGE>
long as such individual's membership on the Board shall not cause any violation
of any federal anti-trust law or any other federal or state law.
"Qualified TDS Designee" means an individual who is not an officer,
director, management level employee or affiliate (as defined in the Securities
Exchange Act of 1934) 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) designated by TDS provided that VoiceStream Holdings shall have the
right to approve the designee, which approval shall not be unreasonably
withheld.
"Sonera" means Sonera Corporation, a limited liability company
organized under the laws of Finland, and its wholly-owned Subsidiaries,
including Sonera Holding, B.V., a company organized under the laws of the
Netherlands.
"Sonera Investor Agreement" means the Investor Agreement, dated as of
September 17, 1999, among Sonera Corporation, VoiceStream and VoiceStream
Holdings.
"SSF" means Stone Street Fund 1992, L.P., a Delaware limited
partnership.
"Subsidiary" means, as to any Person, another Person which is an entity
as to which such Person owns more than 50% of the outstanding voting power.
"Transfer" means any sale, assignment, pledge, hypothecation, gift or
other transfer, disposition or encumbrance of any interest (and includes an
exchange of Shares in a merger, consolidation or similar transaction).
Section 2. Termination of Voting Agreements. The Original Voting
-----------------------------------
Agreement and Sections 6(a) and 6(b) of the Sonera Investor Agreement
automatically and without further action by any Person shall each be terminated
and of no further force or effect upon the effectiveness of this Agreement.
Section 3. Agreement to Vote by Stockholders.
----------------------------------
(a) Each Stockholder (and its Permitted Affiliate Transferees) hereby
agrees to vote (or cause to be voted) all Shares, and any other voting
securities of VoiceStream Holdings, then Beneficially Owned by such Stockholder
(whether issued heretofore or hereafter) that such Stockholder owns or has the
right to vote, in person or by proxy (and shall take all other necessary or
desirable actions within such Stockholder's (or its Permitted Affiliate
Transferees') control, including attendance at meetings in person or by proxy
for purposes of obtaining a quorum and execution of written consents in lieu of
meetings), in favor of the election and continuation in office of the following
sixteen (16) (or, upon completion of the Aerial Reorganization, seventeen (17))
members of the Board (subject to adjustments to such number of directors, as
provided below):
(i) John Stanton, as long as he is the chief executive officer
of VoiceStream Holdings;
(ii) One (1) member designated by John Stanton, so long as he
or his Permitted Affiliate Transferees Beneficially Own at least 4,500,000
Shares;
(iii) Four (4) members designated by Hutchison PCS (or if
Hutchison PCS has Transferred all of its Shares to Permitted Affiliate
Transferees of Hutchison PCS, four (4) designees of such Permitted Affiliate
Transferees) and its affiliated entities. Such number of designees shall be
subject to increases or decreases (rounded to the nearest whole number and
subject to Section 3(a)(C) hereof) depending upon increases or reductions in
Hutchison PCS's (and its Permitted Affiliate Transferees') Percentage Ownership
of outstanding Shares, including without limitation Shares issuable to Hutchison
PCS (and its Permitted Affiliate Transferees) upon conversion of the 2.5%
Convertible Junior Preferred Stock, without par value, of VoiceStream Holdings,
purchased by Hutchison PCS pursuant to that certain Stock Subscription Agreement
dated June 23, 1999, by and among VoiceStream Holdings, HTL and Hutchison PCS.
Hutchison PCS shall have the right to designate additional members (the Board
shall be expanded by one (1) member to accommodate each such new designee unless
there are vacancies on the Board and the Board determines to fill any vacancies
with such designees) so that the percentage of the entire Board represented by
Hutchison PCS's designees (rounded to the nearest whole
Exhibit 6
-3-
<PAGE>
number) shall be proportionate to Hutchison PCS's (and its Permitted Affiliate
Transferees') aggregate Percentage Ownership;
(iv) One (1) member designated by GSC and its Permitted
Affiliate Transferees, so long as such entities Beneficially Own at least
4,500,000 Shares;
(v) Four (4) members who were on the Board of Directors of
Omnipoint prior to the Omnipoint Reorganization and who are selected by
Omnipoint to serve (the following persons have been designated by Omnipoint to
serve as directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr. and
James J. Ross; such Persons being collectively referred to as the "Omnipoint
Designees") during the period from the closing of the Omnipoint Reorganization
until and including the second annual meeting of stockholders of VoiceStream
Holdings taking place after the closing of the Omnipoint Reorganization (it
being understood that such four (4) members shall serve until such time as the
term of office of the directors elected at such second annual meeting
terminates);
(vi) One (1) Qualified Sonera Designee designated by Sonera
and its Permitted Affiliate Transferees so long as such entities Beneficially
Own at least 4,500,000 Shares; provided, however, that if the Aerial
Reorganization is consummated and Sonera Beneficially Owns more than 9,800,000
Shares and TDS Beneficially Owns less than 4,500,000 Shares, the number of
Qualified Sonera Designees that Sonera will be entitled to designate will be two
(2);
(vii) If the Aerial Reorganization is consummated and TDS and
VoiceStream Holdings execute the agreement in the form attached hereto as
Exhibit A whereby TDS becomes a party to this Agreement as a Stockholder, one
(1) Qualified TDS Designee designated by TDS and its Permitted Affiliate
Transferees so long as such entities Beneficially Own at least 4,500,000 Shares,
such director to be appointed to the Board by action of the Board by the later
of (x) the closing of the Aerial Reorganization or (y) promptly after TDS
designates a Qualified TDS Designee; provided, however, that if TDS Beneficially
Owns more than 9,800,000 Shares and Sonera Beneficially Owns less than 4,500,000
Shares, the number of Qualified TDS Designees that TDS will be entitled to
designate will be two (2); and
(viii) The remaining members of the Board as selected by a
majority vote of the persons selected as described in subsections (i) through
(vii) above.
No designee to the Board shall be removed from the Board (except
removal for cause under applicable law) without the written consent of the
Stockholder or group of Stockholders that has the right to designate such Person
to the Board (or, if such Stockholder or group of Stockholders has Transferred
all of their Shares to Permitted Affiliate Transferees of such Stockholder or
group of Stockholders, without the written consent of Permitted Affiliate
Transferees holding a majority of the Shares owned by all of such Permitted
Affiliate Transferees), or, in the case of the Omnipoint Designees, without the
consent of a majority of the Board of Directors of Omnipoint as such Board of
Directors existed immediately prior to the Omnipoint Reorganization (the "Old
Omnipoint Board"). Any Stockholder or group of Stockholders (or, if such
Stockholder or group of Stockholders has Transferred all of their Shares to
Permitted Affiliate Transferees of such Stockholder or group of Stockholders,
Permitted Affiliate Transferees holding a majority of the Shares owned by all of
such Permitted Affiliate Transferees) or, in the case of the Omnipoint
Designees, a majority of the Old Omnipoint Board, that has the right to
designate any member(s) of the Board shall have the right to replace any
member(s) so designated by it (whether or not such member is removed from the
Board with or without cause or ceases to be a member of the Board by reason of
death, disability or for any other reason) upon written notice to VoiceStream
Holdings and the other members of the Board, which notice shall set forth the
name of the member(s) being replaced and the name of the new member(s). Each of
the Stockholders (and each of their respective Permitted Affiliate Transferees)
agrees that it will vote, or cause to be voted, all of the Shares then
Beneficially Owned by it (whether now owned or hereafter acquired ), in person
or by proxy (and shall take all other necessary or desirable actions within such
Stockholder's (or its Permitted Affiliate Transferees's) control including
attendance at meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), so as to cause, if
necessary, the removal of the existing director previously elected by such
Stockholders (and its Permitted Affiliate Transferees), or previously designated
by Omnipoint (in the case of the original Omnipoint Designees) or by a majority
of the Old Omnipoint Board (if the Old Omnipoint Board designates a replacement
for an Omnipoint Designee, such replacement shall for all purposes of this
Agreement be an Omnipoint Designee), and the election and continuation in office
of any successor director designated by any of the
Exhibit 6
-4-
<PAGE>
Stockholders (or any of such Stockholder's Permitted Affiliate Transferees)
pursuant to this Section 3(a). Notwithstanding the foregoing,
(A) if at any time GSC (and its Permitted Affiliate
Transferees) shall cease to
Beneficially Own at least 4,500,000 Shares, then in such event, GSC (or, if GSC
has Transferred all of its Shares to Permitted Affiliate Transferees of GSC, its
Permitted Affiliate Transferees) shall not be entitled to designate any member
of the Board;
(B) if at any time John Stanton (and his Permitted
Affiliate Transferees) shall cease to Beneficially Own at least 4,500,000
shares, then in such event, John Stanton (or, if John Stanton has Transferred
all of his Shares to Permitted Affiliate Transferees of John Stanton, his
Permitted Affiliate Transferees) shall not be entitled to designate any
member of the Board (except that Stanton shall continue to serve on the
Board for so long as he holds the office of Chief Executive Officer of
VoiceStream Holdings);
(C) if at any time Hutchison PCS (and its Permitted
Affiliate Transferees) shall ceaseto Beneficially Own at least (i) 9,800,000
Shares, then in such event Hutchison PCS and its Permitted Affiliate
Transferees shall be entitled to designate only one member of the Board; and
(ii) 4,500,000 Shares, then in such event, Hutchison PCS and its Permitted
Affiliate Transferees shall not be entitled to designate any member of the
Board. In addition, if Hutchison PCS shall have designated additional
director(s) by reason of an increase in its Percentage Ownership as set forth
in Section 3(a)(iii) above, and at any time thereafter the Percentage
Ownership of Hutchison PCS (and its Permitted Affiliate Transferees)
shall decrease, (i) the number of designees Hutchison PCS (and its Permitted
Affiliate Transferees) are entitled to designate to the Board shall be reduced
so that the percentage of the entire Board represented by Hutchison PCS's
(and its Permitted Affiliate Transferees') designees (rounded to the
nearest whole number) shall be proportionate to Hutchison PCS's (and its
Permitted Affiliate Transferees') aggregate Percentage Ownership, (ii) any
members designated by Hutchison PCS (and its Permitted Affiliate Transferees) in
excess of such number shall be removed from the Board (any such members to be
removed to be designated by Hutchison or, in the event that Hutchison fails to
designate the members to be removed, by a majority of the members of the Board),
and (iii) the Board shall be reduced in size by the number of members so
removed;
(D) if at any time Sonera (and its Permitted
Affiliate Transferees) shall cease to
Beneficially Own at least (i) 9,800,000 Shares at a time when Sonera is entitled
to designate two (2) directors, then in such event, Sonera (or, if Sonera has
Transferred all of its Shares to Permitted Affiliate Transferees of Sonera, its
Permitted Affiliate Transferees) shall be entitled to designate only one (1)
member of the Board; and (ii) 4,500,000 Shares, then in such event, Sonera (or,
if Sonera has Transferred all of its Shares to Permitted Affiliate Transferees
of Sonera, its Permitted Affiliate Transferees) shall not be entitled to
designate any member of the Board;
(E) if the Aerial Reorganization is consummated and
TDS and VoiceStream Holdings execute an agreement in the form attached
hereto as Exhibit A whereby TDS becomes a party to this Agreement as a
Stockholder, and at any time thereafter TDS (and its Permitted Affiliate
Transferees) shall cease to Beneficially Own at least (i) 9,800,000 Shares at
a time when TDS is entitled to designate two (2) directors, then in such event,
TDS (or, if TDS has Transferred all of its Shares to Permitted Affiliate
Transferees of TDS, its Permitted Affiliate Transferees) shall be entitled to
designate only one (1) member of the Board; and (ii) 4,500,000 Shares, then
in such event, TDS (or, if TDS has Transferred all of its Shares to Permitted
Affiliate Transferees of TDS, its Permitted Affiliate Transferees) shall
not be entitled to designate any member of the Board;
(F) Any vacancies on the Board created by reason of
the provisions of subsections (A) through (E) above shall be filled by the
vote of a majority of the directors then in office (unless such directors
determine to reduce the size of the Board after a vacancy is created) to
serve until the next annual meeting of shareholders of VoiceStream
Holdings, and at the next annual meeting shall be filled by a vote of a
plurality of all shareholders of VoiceStream Holdings (including the
Stockholders and their Permitted Affiliate Transferees); provided,
however, that in the event that the size of the Board shall have increased
by reason of Hutchison PCS having the right to designate additional
director(s) and thereafter Hutchison PCS shall cease to have the right to so
designate such additional director(s), the size of the Board shall be
appropriately reduced and each of the Stockholders (and each of their respective
Permitted Affiliate Transferees ) agrees that it will vote, or cause to be
voted, all of the Shares then Beneficially Owned by it (whether now owned or
hereafter acquired), in person
Exhibit 6
-5-
<PAGE>
or by proxy (and, shall take all other necessary or desirable actions within
such Stockholder's (or its Permitted Affiliate Transferees') control including
attendance at meetings in person or by proxy for purposes of obtaining a quorum
and execution of written consents in lieu of meetings), to cause such reduction
in the Board.
(G) Notwithstanding anything to the contrary
contained in this Agreement, Hutchison's right to transfer its right to
designate directors to certain block transferees as set forth in Sections 14
and 15 of the Shareholders Agreement of VoiceStream Wireless Corporation,
dated February 17, 1998, as amended, among Western Wireless Corporation,
a Washington corporation, VoiceStream and Hutchison PCS, shall continue in full
force and effect until terminated in accordance with the terms of such
Shareholders Agreement.
(b) Notwithstanding anything to the contrary herein, if a Stockholder
shall cease to have the right to designate any director to the Board pursuant to
this Agreement, such Stockholder shall be released in full from all obligations
and shall cease to have any rights under this Agreement; provided, however, that
at the time that the Omnipoint Designees no longer serve on the Board and there
is no further obligation to designate Omnipoint Designees under Section 3(a)(v)
hereof, the following Persons shall be released in full from all obligations and
shall cease to have any rights under this Agreement: Allen & Company
Incorporated, Avance Capital, Avance Capital II, Avance Capital III, Madison
Dearborn Capital Partners, L.P., James N. Perry, Jr., Douglas G. Smith, Douglas
G. Smith Grat, Richard L. Fields, James J. Ross and James J. Ross, as Trustee.
Section 4. VoiceStream Holdings and Stockholder Covenants.
------------------------------------------------
(a) VoiceStream Holdings hereby agrees to use all reasonable efforts to
give effect to the provisions of Section 3 hereof. In this regard, VoiceStream
Holdings shall, subject to the provisions of Section 3 hereof, duly nominate the
designees set forth above, or as may otherwise be designated by a party hereto
pursuant to the terms of Section 3 hereof, for election to the Board and shall
include in any proxy solicitation materials related to the election of members
of the Board such information and recommendations of the Board as are
appropriate, in proxy solicitation materials.
(b) Each Stockholder shall vote the Shares then Beneficially Owned by
such Stockholder at any regular or special meeting of the Stockholders or in any
written consent executed in lieu of such a meeting of Stockholders for the
election of such designees. VoiceStream Holdings and each Stockholder shall take
all other actions necessary to ensure that the certificate of incorporation and
by-laws of VoiceStream Holdings or any successor constituent documents as in
effect immediately following the date hereof do not, at any time thereafter,
conflict in any respect with the provisions of this Agreement.
(c) At the closing of the Aerial Reorganization, TDS and VoiceStream
Holdings shall enter into the agreement attached hereto pursuant to which TDS
shall become a party to this Agreement, provided that nothing in this Agreement
shall in any way limit, amend or modify any of the terms or provisions of the
Investor Agreement to be entered into among TDS, VoiceStream Holdings and
VoiceStream at such time.
Section 5. Representations and Warranties of VoiceStream Holdings.
-----------------------------------------------------------
VoiceStream Holdings represents and warrants to each Stockholder as follows: (i)
it has full power and authority to execute, deliver and perform its obligations
under this Agreement; (ii) this Agreement and all transactions contemplated
hereby have been duly and validly authorized by all necessary action on its
part, this Agreement has been duly executed and delivered by it, and this
Agreement constitutes its legal, valid and binding obligation enforceable
against VoiceStream Holdings in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other similar laws of general application which may affect the enforcement of
creditors' rights generally and by general equitable principles; and (iii)
neither the execution, delivery or performance of this Agreement by it, nor the
consummation of the transactions contemplated hereby will, with or without the
giving of notice or passage of time or both conflict with, result in a default
or loss of rights (or give rise to any right of termination, cancellation or
acceleration) under, (A) any provision of the certificate of incorporation,
by-laws, partnership agreement or comparable constituent document of it, (B) any
material note, bond, indenture, mortgage, deed of trust, contract, agreement,
lease or other instrument or obligation to which it is a party or by which it or
its properties may be bound or affected or (C) any law, order, judgment,
ordinance, rule, regulation or decree to which it is a party or by which it or
any of its properties are bound or affected.
Section 6. Representations and Warranties of the Stockholders.
---------------------------------------------------
Each Stockholder, severally, as to such Stockholder, represents and warrants to
the other parties as follows:(i) such Stockholder has full power and
Exhibit 6
-6-
<PAGE>
authority to execute, deliver and perform such Stockholder's obligations under
this Agreement; (ii) this Agreement and all transactions contemplated hereby
have been duly and validly authorized by all necessary action on such
Stockholder's part, this Agreement has been duly executed and delivered by such
Stockholder, and this Agreement constitutes such Stockholder's legal, valid and
binding obligation enforceable against such Stockholder in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general application which
may affect the enforcement of creditors' rights generally and by general
equitable principles; (iii) neither the execution, delivery or performance of
this Agreement by such Stockholder, nor the consummation of the transactions
contemplated hereby will, with or without the giving of notice or passage of
time or both conflict with, result in a default or loss of rights (or give rise
to any right of termination, cancellation or acceleration) under, (A) if such
Stockholder is an entity, any provision of the certificate of incorporation,
by-laws, partnership agreement or comparable constituent document of such
Stockholder, (B) any material note, bond, indenture, mortgage, deed of trust,
contract, agreement, lease or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or such Stockholder's
properties may be bound or affected or (C) any law, order, judgment, ordinance,
rule, regulation or decree to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties are bound or affected; and
(iv) the Shares listed next to the name of such Stockholder on Schedule I hereto
are the only voting securities of VoiceStream Holdings Beneficially Owned by
such Stockholder.
Section 7. Effectiveness and Termination.
------------------------------
This Agreement shall be effective as of the effectiveness of the Omnipoint
Reorganization and shall terminate upon the earliest to occur of any of the
following events:
(a) Upon agreement by all Stockholders then retaining the right to
designate directors under this Agreement and, so long as Omnipoint Designees are
to be designated or are serving pursuant to Section 3(a)(v) hereof, by the
Omnipoint Designees or the Old Omnipoint Board; or
(b) The filing by VoiceStream Holdings of a petition in bankruptcy or
the expiration of sixty (60) days after a petition in bankruptcy shall have been
filed against VoiceStream Holdings and such petition shall not have been stayed
or discharged during such sixty (60) day period; or upon the expiration of sixty
(60) days after the commencement of any proceeding under any law for the relief
of debtors seeking the relief or readjustment of VoiceStream Holdings'
indebtedness either through reorganization, winding-up, extension or otherwise,
and such proceedings involving VoiceStream Holdings as debtor shall not have
been vacated or stayed within such sixty (60) day period; or upon the
appointment of a receiver, custodian or trustee for all or substantially all of
VoiceStream Holdings' property, or the making of VoiceStream Holdings of any
general assignment for the benefit of creditors, or the admitting in writing by
VoiceStream Holdings of its inability to pay its debts as they mature; or upon
the voluntary or involuntary liquidation or dissolution of VoiceStream Holdings;
or
(c) The Beneficial Ownership of all of the Shares by only one
Stockholder (including its Permitted Affiliate Transferees).
Upon such termination, except for any rights any party may have in
respect of any breach by any other party of its or his obligations hereunder,
none of the parties hereto shall have any further obligation or liability
hereunder.
Section 8. Miscellaneous.
----------------
(a) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their Permitted Affiliate Transferees. Each of the
Stockholders hereby agrees that prior to any Transfer of any Shares to a
Permitted Affiliate Transferee, such Permitted Affiliate Transferee shall
execute a counterpart of this Agreement agreeing to be bound by the provisions
of this Agreement. No Transfer to a Permitted Affiliate Transferee shall be
effective unless such Permitted Affiliate Transferee has executed such
counterpart of this Agreement. Except as set forth above with respect to
Transfers to Permitted Affiliate Transferees, nothing in this Agreement shall
prohibit the Transfer of Shares by any of the Stockholders.
(b) Each of the parties hereto acknowledges and agrees that, in the
event of any breach of this Agreement, the non-breaching parties would be
irreparably harmed and could not be made whole by monetary damages. Accordingly,
each of the parties hereto agrees that the other parties, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel performance of this Agreement pursuant to Section 8(m).
Exhibit 6
-7-
<PAGE>
(c) The headings in this Agreement are for convenience only and shall
not be considered a part of or affect the construction or interpretation of any
provision of this Agreement.
(d) All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
same day or next day (or equivalent with respect to delivery outside the United
States) courier (guaranteed delivery) or telex or facsimile (i) if to a
Stockholder, at such Stockholder's address appearing on Schedule I hereto or at
any other address that such Stockholder may have provided in writing to
VoiceStream Holdings and the other Stockholders then party to this Agreement and
(ii) if to VoiceStream Holdings, at 3650 131st Avenue SE, Bellevue, Washington
98006, U.S.A., Tel: 425-586-8014, Fax: 425-586-8080; Attention: Alan R. Bender,
Esq. or such other address as VoiceStream Holdings may have furnished to the
Stockholders in writing, with a copy (which shall not constitute notice) to
Friedman Kaplan & Seiler LLP, 875 Third Avenue, New York, NY 10022, USA, Tel:
212-833-1107, Fax: 212-355-6401, Attention: Barry A. Adelman, Esq. If a notice
hereunder is transmitted by confirmed fax so as to arrive during normal business
hours during a Business Day at the place of receipt, then such notice shall be
deemed to have been given on such Business Day at the place of receipt or, if so
transmitted to arrive after normal business hours during a Business Day at the
place of receipt, then such notice shall be deemed to have been given on the
following Business Day at the place of receipt. If such notice is sent by
next-day courier or equivalent, it shall be deemed to have been given on the
third Business Day at the place of receipt following sending provided, that the
date of sending shall be deemed to be the date at the place of receipt at the
time such notice is posted.
(e) The provisions of this Agreement shall apply, to the full extent
set forth herein with respect to the Shares now or hereinafter owned by each
Stockholder (and its Permitted Affiliate Transferees), to any and all securities
of VoiceStream Holdings or any successor or assign of VoiceStream Holdings
(whether by merger, consolidation or otherwise) that may be issued in respect
of, in exchange for, or in substitution of such Shares, and shall be
appropriately adjusted for any stock dividends, stock splits, reverse splits,
combinations, recapitalizations and similar events occurring after the date
hereof.
(f) Copies of this Agreement will be available for inspection or
copying by any interested Person at the offices of VoiceStream Holdings through
the Secretary of VoiceStream Holdings. VoiceStream Holdings will otherwise take
all actions as may be necessary or appropriate to comply with any applicable law
relating to the validity and enforceability of shareholders agreements
containing the provisions of this Agreement.
(g) Except as expressly provided otherwise herein, neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by VoiceStream
Holdings and each of the Stockholders. The failure of any party hereto to give
notice of the breach or non-fulfillment of any term or condition of this
Agreement shall not constitute a waiver thereof, nor shall the waiver of any
breach or non-fulfillment of any term or condition of this Agreement constitute
a waiver of any other breach or non-fulfillment of that term or condition or any
other term or condition of this Agreement.
(h) This Agreement may be amended or modified at any time by a writing
setting forth such amendment or modification, signed by VoiceStream Holdings and
by Stockholders (or their Permitted Affiliate Transferees) owning in the
aggregate at least 90% of the Shares owned by the Stockholders (and their
Permitted Affiliate Transferees); provided, however, that, unless such amendment
is signed by VoiceStream Holdings and by each Stockholder (or its Permitted
Affiliate Transferees) adversely affected by such amendment, no such amendment
or modification shall eliminate any right of any Stockholder (or its Permitted
Affiliate Transferees) or, in the case of the Omnipoint Designees, the Old
Omnipoint Board, to designate the member or members of the Board it is entitled
to designate in accordance with Section 3 hereof (it being understood and agreed
that this clause shall not prohibit the enlargement of the Board).
(i) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, and all of which together shall be
considered one and the same agreement.
(j) The obligations of each of the Stockholders under this Agreement
shall be several with respect to each such Stockholder.
(k) This Agreement constitutes the entire understanding of the parties
hereto with respect to this subject matter hereof and supersedes all prior
understandings among such parties with respect to such subject matter.
Exhibit 6
-8-
<PAGE>
(l) The validity of this Agreement, its construction, interpretation
and enforcement, and the rights of the parties hereunder, shall be determined
under, governed by and construed in accordance with the internal laws of the
State of New York applicable to contracts formed and performed entirely in such
state. Each party hereto agrees that, subject to Section 8(m) hereof, any suit,
action or other proceeding arising out of this Agreement shall be brought and
litigated in the courts of the State of Washington or the United States District
Court for the Western District of Washington and each party hereto hereby
irrevocably consents to personal jurisdiction and venue in any such court and
hereby waives any claim it may have that such court is an inconvenient forum for
the purposes of any such suit, action or other proceeding.
(m) Any and all disputes, controversies or claims (each a "Dispute")
between the Stockholders relating to the interpretation or enforcement or
performance of this Agreement shall be resolved by binding arbitration by the
American Arbitration Association in accordance with its rules, subject to the
following provisions:
(i) There shall be three arbitrators (the "Arbitrators") which
shall be appointed in accordance with the procedure of the American Arbitration
Association.
(ii) The expenses of the arbitration shall be borne equally by
the Stockholders involved in the arbitration, and each party shall bear its own
legal fees and expenses; provided, however, that the Arbitrators shall have
discretion to require that one party pay all or a portion of the expenses of
arbitration or the other party's legal fees and expenses in connection with any
particular arbitration.
(iii) The Arbitrators shall determine whether and to what
extent any party shall be entitled to damages or equitable relief. No party
shall be entitled to punitive damages or consequential damages or shall be
required to post a bond in connection with equitable relief.
(iv) The Arbitrators shall not have the power to add to nor
modify any of the terms or conditions of this Agreement. The Arbitrators'
decision shall not go beyond what is necessary for the interpretation and
application of the provisions of this Agreement in respect of the issue before
the Arbitrators. The Arbitrators' decision and award or permitted remedy, if
any, shall be based upon the issue as drafted and submitted by the respective
parties and the relevant and competent evidence adduced at the hearing(s).
(v) The Arbitrators shall have the authority to award any
remedy or relief provided for in this Agreement, in addition to any other remedy
or relief (including provisional remedies and relief) that a court of competent
jurisdiction could order or grant (but subject to the remedial limitations,
elsewhere set forth in this Agreement, including, but without limitation, the
aforesaid prohibition against punitive and consequential damages). The
Arbitrators written decision shall be rendered within sixty (60) days of the
hearing. The decision reached by the Arbitrators shall be final and binding upon
the parties as to the matter in dispute. To the extent that the relief or remedy
granted by the Arbitration is relief or remedy on which a court could enter
judgment, a judgment upon the award rendered by the Arbitrators may be entered
in any court having jurisdiction thereof (unless in the case of an award of
damages, the full amount of the award is paid within ten (10) days of its
determination by the Arbitrators). Otherwise, the award shall be binding on the
parties in connection with their continuing performance of this Agreement and in
any subsequent arbitral or judicial proceeding between the parties.
(vi) The arbitration shall take place in Seattle, Washington,
unless otherwise agreed by the parties, and shall be conducted in the English
language.
(vii) The arbitration proceeding and all filing, testimony,
documents and information relating to or presented during the arbitration
proceeding shall be disclosed exclusively for the purpose of facilitating the
arbitration process and for no other purpose.
(viii) The parties shall continue performing their respective
obligations under this Agreement notwithstanding the existence of a Dispute
while the Dispute is being resolved unless and until such obligations are
terminated, expire or are suspended in accordance with the provisions hereof.
(ix) The Arbitrators may, in their sole discretion, order a
pre-hearing exchange of information including production of documents, exchange
of summaries of testimony or exchange of statements of position, and shall
schedule promptly all discovery and other procedural steps and otherwise assume
case management
Exhibit 6
-9-
<PAGE>
initiative and control to effect an efficient and expeditious resolution of the
Dispute. At any oral hearing of evidence in connection with an arbitration
proceeding, each party and its counsel shall have the right to examine its
witnesses and to cross-examine the witnesses of the other party. No testimony of
any witness shall be presented in written form unless the opposing party or
parties shall have the opportunity to cross-examine such witness, except as the
parties otherwise agree in writing.
(x) Notwithstanding the dispute resolution procedures
contained in this Section 8(m), either party may apply to any court having
jurisdiction (a) to enforce this Agreement to arbitrate, (b) to seek provisional
injunctive relief so as to maintain the status quo until the arbitration award
is rendered or the Dispute is otherwise resolved, or (c) to challenge or vacate
any final judgment, award or decision of the Arbitrators that does not comport
with the express provisions of this Section 8(m).
(n) The failure of any party to seek redress for violation of, or to
insist upon the strict performance of , any provision of this Agreement shall
not prevent a subsequent act, which would have originally constituted a
violation, from having the effect of an original violation.
(o) The rights and remedies provided by this Agreement are cumulative
and the use of any one right or remedy by any party shall not preclude or waive
its right to use any or all other remedies except as otherwise expressly
provided in this Agreement. Such rights and remedies are given in addition to
any other rights the parties may have by law, statute, ordinance or otherwise.
(p) The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.
Exhibit 6
-10-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
VOICESTREAM WIRELESS HOLDING CORPORATION
By: /s/ John W. Stanton
---------------------------
Name: John W. Stanton
Title: Chairman and Chief Executive Officer
Stockholders:
/s/ John W. Stanton
---------------------
John W. Stanton
/s/ Theresa E. Gillespie
------------------------
Theresa E. Gillespie
PN Cellular, Inc.
By: /s/ Theresa E. Gillespie
--------------------------------
Name: Theresa E. Gillespie
Title: Treasurer
Stanton Family Trust
By: /s/ Theresa E. Gillespie
--------------------------------
Name: Theresa E. Gillespie, Trustee
Stanton Communications Corporation
By: /s/ Theresa E. Gillespie
------------------------------
Name: Theresa E. Gillespie
Title: Treasurer
GS Capital Partners, L.P.
By: GS Advisors L.L.C., General Partner
By: /s/ John E. Bowman
------------------------
Name: John E. Bowman
Title: Vice President
The Goldman Sachs Group, Inc.
By: /s/ Terence M. O'Toole
----------------------------
Name: Terence M. O'Toole
Title: Attorney-in-Fact
Bridge Street Fund 1992, L.P.
By: Stone Street 1992 L.L.C., Managing General Partner
By: /s/ John E. Bowman
------------------------
Name: John E. Bowman
Title: Vice President
Stone Street Fund 1992, L.P.
By: Stone Street 1992 L.L.C., General Partner
By: /s/ John E. Bowman
------------------------
Name: John E. Bowman
Title: Vice President
Exhibit 6
-11-
<PAGE>
Hutchison Telecommunications Holdings (USA) Limited
By: /s/ Canning Fok
----------------------
Name: Canning Fok
Title: Director
Hutchison Telecommunications PCS (USA) Limited
By: /s/ Susan Chow
--------------------
Name: Susan Chow
Title: Director
ALLEN & COMPANY INCORPORATED
By: /s/ Richard L. Fields
---------------------------
Name: Richard L. Fields
Title: Manager
MADISON DEARBORN CAPITAL PARTNERS, L.P.
By: Madison Dearborn Partners, L.P., its General Partner
By: Madison Dearborn Partners, Inc. its General Partner
By: /s/ James N. Perry
------------------------
Name: James N. Perry
Title: Manager
/s/ James N. Perry
-------------------
James N. Perry, Jr.
/s/ Richard L. Fields
---------------------
Richard L. Fields
AVANCE CAPITAL
By: /s/ Douglas G. Smith
---------------------
Name: Douglas G. Smith
Title: Sole Proprietor
AVANCE CAPITAL II
By: /s/ Douglas G. Smith
---------------------------
Name: Douglas G. Smith
Title: Sole Proprietor
AVANCE CAPITAL III
By: /s/ Douglas G. Smith
--------------------------
Name: Douglas G. Smith
Title: Sole Proprietor
DOUGLAS AND GABRIELA SMITH 1995 FAMILY TRUST
By: /s/ Gabriela Smith
------------------------
Name: Gabriela Smith
Title: Trustee
Exhibit 6
-12-
<PAGE>
/s/ Douglas G. Smith
--------------------
Douglas G. Smith
/s/ James J. Ross
-----------------
James J. Ross
ELIZABETH G. ROSS U/T/A, DATED MARCH 4, 1994
By: /s/ James J. Ross
------------------------
Name: James J. Ross
Title: Trustee
DAVID G. ROSS U/T/A, DATED JUNE 18, 1997
By: /s/ James J. Ross
-----------------------
Name: James J. Ross
Title: Trustee
SONERA CORPORATION
By: /s/ Olli T. Tuohimaa
---------------------------
Name: Olli T. Touhimaa
Title: Attorney in Fact
SONERA HOLDING, B.V.
By: /s/ Olli T. Tuohimaa
--------------------------
Name: Olli T. Touhimaa
Title: Attorney in Fact
Exhibit 6
-13-
<PAGE>
SCHEDULE I
Stockholders
Name and Address of Stockholder Number of Shares
John W. Stanton and Theresa E. Gillespie
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010.................................................2,930,136
PN Cellular, Inc.
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010.................................................1,686,069
Stanton Family Trust
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010...................................................164,437
Stanton Communications Corporation
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010.................................................1,274,520
GS Capital Partners, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000.................................................8,986,738
The Goldman Sachs Group, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000....................................................68,821
Bridge Street Fund 1992, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000...................................................273,069
Stone Street Fund 1992, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000...................................................470,401
Exhibit 6
-14-
<PAGE>
Name and Address of Stockholder Number of Shares
Hutchison Telecommunications PCS (USA) Limited
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885
and:
c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778...............................................52,010,364
(Which includes 26,227,586 shares of Common Stock issuable upon conversion
of the Company's 2.5% Junior Convertible Preferred Stock)
Hutchison Telecommunications Holdings (USA) Limited
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885
and:
c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778................................................3,888,888
Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815 1,196,398
Avance Capital
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815.............................................2,220,266
Avance Capital II
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815...............................................750,000
Avance Capital III
Attn: Douglas G. Smith
6200 Brookside Drive
Chevy Chase, MD 20815...............................................375,000
Douglas & Gabriela Smith
1995 Family Trust
Attn: Gabriela Smith, Trustee
6200 Brookside Drive
Chevy Chase, MD 20815...............................................519,482
Richard L. Fields
75 Central Park South, Apt. 15B
Exhibit 6
-15-
<PAGE>
Name and Address of Stockholder Number of Shares
New York, NY 10022..................................................317,368
Allen & Company Incorporated
c/o Richard L. Fields, Managing Director
711 Fifth Avenue
New York, NY 10022................................................2,290,522
James N. Perry, Jr.
Madison Dearborn Capital Partners, LP
Three First National Plaza, Suite 1330
Chicago, IL 60602....................................................50,874
Madison Dearborn Capital Partners, LP
c/o James N. Perry, Jr., Managing Director
Three First National Plaza, Suite 1330
Chicago, IL 60602.................................................3,232,149
James J. Ross
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017..................................................582,445
James J. Ross, as Trustee, of Elizabeth G. Ross U/T/A, dated March 4, 1994
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017
James J. Ross, as Trustee, of David G. Ross U/T/A, dated June 18, 1997
c/o Becker Ross Stone DeStefano & Klein
317 Madison Avenue, Suite 1410
New York, NY 10017..................................An Aggregate of 145,950
Sonera Corporation
P.O. Box 106
FIN-00051-TELE
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander, Executive Vice President
Facsimile: 011 358 2040 3770
Sonera Holding, B.V.
c/o Sonera Corporation
P.O. Box 106
FIN-00051-TELE
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander, Executive Vice President
Facsimile: 011 358 2040 3770......................................8,792,555
Upon the execution and delivery of the attached agreement, the following
Stockholder shall become a party to this Agreement.
Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, IL 60602
Attention: LeRoy T. Carlson, Jr., President
Facsimile: 312-630-9299 [Number of Shares shall be as set forth on the
agreement attached hereto as Exhibit A.]
Exhibit 6
-16-
<PAGE>
Exhibit A to
Voting Agreement
AGREEMENT
AGREEMENT, dated as of __________, 2000, by and between VOICESTREAM
WIRELESS CORPORATION (f/k/a VoiceStream Wireless Holding Corporation), a
Delaware corporation ("VoiceStream"), and TELEPHONE AND DATA SYSTEMS, INC., a
Delaware corporation ("TDS");
WHEREAS, VoiceStream has entered into a Voting Agreement ("Voting
Agreement") dated as of February 25, 2000, together with certain stockholders of
VoiceStream set forth on Schedule I thereof ("Stockholders");
WHEREAS, all capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Voting Agreement;
WHEREAS, in the Voting Agreement, the Stockholders and VoiceStream have
agreed that, at the time of the closing of the Aerial Reorganization, TDS and
VoiceStream shall execute and deliver this Agreement to evidence the admission
of TDS as a party to the Voting Agreement;
WHEREAS, the Aerial Reorganization is being consummated concurrently
with the execution of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. TDS hereby accepts and agrees to all of the terms and
conditions of the Voting Agreement and agrees to become a
party to the Voting Agreement as a Stockholder effective
immediately.
2. The Voting Agreement shall not in any way limit, amend or
modify any of the terms or provisions of the Investor
Agreement dated the date hereof among TDS, VS Washington
Corporation and VoiceStream.
3. VoiceStream, by action of its Board of Directors, shall
appoint a Qualified TDS Designee to the Board of Directors of
VoiceStream on the later of (i) the date hereof or (ii)
promptly after TDS designates a Qualified TDS Designee.
4. This Agreement shall become effective as of the Effective Time
of the Aerial Reorganization and shall supersede the Parent
Stockholder Agreement, dated as of September 17, 1999, among
Aerial, TDS, VoiceStream and VS Washington Corporation (f/k/a
VoiceStream Wireless Corporation) and the individuals and
entities set forth on Schedule I thereto, which shall
terminate by its terms at such time.
5. The number of Shares Beneficially Owned by TDS as of the date
of this Agreement is _______ Shares.
Exhibit 6
-17-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
VOICESTREAM WIRELESS CORPORATION
By: ___________________________________________
Name:
Title:
TELEPHONE AND DATA SYSTEMS, INC.
By: ___________________________________________
Name:
Title:
Exhibit 6
-18-
<PAGE>
EXHIBIT 7
AGREEMENT
AGREEMENT, dated as of May 4, 2000, by and between VOICESTREAM WIRELESS
CORPORATION (f/k/a VoiceStream Wireless Holding Corporation), a Delaware
corporation ("VoiceStream") and TELEPHONE AND DATA SYSTEMS, INC., a Delaware
corporation ("TDS");
WHEREAS, VoiceStream has entered into a Voting Agreement ("Voting
Agreement") dated as of February 25, 2000, together with certain stockholders of
VoiceStream set forth on Schedule I thereof ("Stockholders");
WHEREAS, all capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Voting Agreement;
WHEREAS, in the Voting Agreement, the Stockholders and VoiceStream have
agreed that, at the time of the closing of the Aerial Reorganization, TDS and
VoiceStream shall execute and deliver this Agreement to evidence the admission
of TDS as a party to the Voting Agreement;
WHEREAS, the Aerial Reorganization is being consummated concurrently
with the execution of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. TDS hereby accepts and agrees to all of the terms and
conditions of the Voting Agreement and agrees to become a
party to the Voting Agreement as a Stockholder effective
immediately.
2. The Voting Agreement shall not in any way limit, amend or
modify any of the terms or provisions of the Investor
Agreement dated the date hereof among TDS, VS Washington
Corporation and VoiceStream.
3. VoiceStream, by action of its Board of Directors, shall
appoint a Qualified TDS Designee to the Board of Directors of
VoiceStream on the later of (i) the date hereof or (ii)
promptly after TDS designates a Qualified TDS Designee.
4. This Agreement shall become effective as of the Effective Time
of the Aerial Reorganization and shall supersede the Parent
Stockholder Agreement, dated as of September 17, 1999, among
Aerial, TDS, VoiceStream and VS Washington Corporation (f/k/a
VoiceStream Wireless Corporation) and the individuals and
entities set forth on Schedule I thereto, which shall
terminate by its terms at such time.
5. The number of Shares Beneficially Owned by TDS as of the date
of this Agreement is 35,570,493 Shares.
Exhibit 7
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
VOICESTREAM WIRELESS CORPORATION
By: _____________________________________
Name:
Title:
TELEPHONE AND DATA SYSTEMS, INC.
By: _____________________________________
Name:
Title:
SIGNATURE PAGE TO ACCEPTANCE BY TELEPHONE AND DATA SYSTEMS, INC.
OF VOICESTREAM WIRELESS CORPORATION VOTING AGREEMENT
Exhibit 7
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