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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
June 24, 1999
VOICESTREAM WIRELESS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
000-25441 91-1956183
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(Commission File Number) (IRS Employer Identification No.)
3650 131st Avenue SE
Bellevue, WA 98006
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(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (425) 586-8700
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On June 23, 1999, VoiceStream Wireless Corporation issued the following press
release:
FOR IMMEDIATE RELEASE
VOICESTREAM WIRELESS AND OMNIPOINT ANNOUNCE MERGER AGREEMENT TO MERGE AT 0.825
VOICESTREAM SHARES PLUS $8 IN CASH FOR EACH OMNIPOINT SHARE HUTCHISON
TELECOMMUNICATIONS LIMITED INVESTS ADDITIONAL $957 MILLION
Bellevue, Wash. and Bethesda, Md. (June 23, 1999) -- VoiceStream
Wireless Corporation (NASDAQ: VSTR), and Omnipoint Corporation (NASDAQ: OMPT)
announced today that their respective Boards of Directors have unanimously
approved a definitive agreement to merge. VoiceStream also announced today that
Hutchison Telecommunications PCS (USA) Limited (Hutchison USA), a subsidiary of
Hutchison Telecommunications Limited and a shareholder in VoiceStream, has
committed to make an additional cash investment of $957 million into the
combined company. In addition, VoiceStream announced today that Cook Inlet
Region Inc. (CIRI) has agreed to make an investment in a newly created joint
venture owned 50.1% by CIRI and 49.9% by VoiceStream, in order to acquire the
designated entity licenses held by Omnipoint Corporation. The total value of
these transactions is over $9 billion.
"The combination of VoiceStream Wireless and Omnipoint brings together
two major providers of GSM (Global System for Mobile Communications) in the
United States making the combined company one of the largest licensees in the
world employing GSM technology" said John W. Stanton, chairman and chief
executive officer of VoiceStream Wireless. "After the merger the combined
company, together with CIRI, will have licenses to provide service to over 175
million people with operating systems from New York to Hawaii. With licenses in
17 of the top 25 markets, the combined company together with CIRI will be one of
the major providers of telecommunications services in the country."
"This merger brings together two great companies, Omnipoint and
VoiceStream" said Doug Smith, chairman and chief executive officer of Omnipoint.
"The combined company provides service to over one million customers. As the
second largest PCS license holder and the fourth largest wireless company in the
United States in terms of people in licensed areas, the combined company will
reap the benefits of increased scale and scope. The combination of our two
companies will be beneficial for consumers and will create opportunities for
both employees as well as shareholders as the new business competes in the
telecommunications marketplace."
"Hutchison owns interests in wireless systems in twelve countries in
five continents. We made our initial investment in VoiceStream in 1997" a
Hutchison Whampoa spokesman said. "Through our association with VoiceStream
Wireless we are excited about this unique opportunity to participate in the
current rapid growth in wireless telecommunications in the United States. The
U.S. mobile market is one
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of the largest and most exciting growth opportunities in the world today for
digital mobile communications. Following the merger, VoiceStream will be the
largest GSM operator in the country. As VoiceStream's largest shareholder both
before and after the merger, the investment represents a significant step in
expanding Hutchison's global presence in the mobile communications business."
"We are excited to participate in this transaction with VoiceStream and
Omnipoint," said Carl H. Marrs, president and chief executive officer of CIRI.
"With this transaction, and the recent PCS auction results, CIRI becomes one of
the nation's most significant Designated Entity providers of PCS service. This
helps fulfill the FCC's and Congress' goals for this important program."
VOICESTREAM AND OMNIPOINT MERGER
VoiceStream Wireless and Omnipoint Corporation will enter into a merger
in which VoiceStream will exchange 0.825 shares of VoiceStream common stock plus
$8.00 in cash for every share of Omnipoint common stock. There will be a cash or
share election option available to shareholders of Omnipoint subject to
proration. VoiceStream said that it expects the stock portion of the offer will
be tax-free to Omnipoint shareholders. This merger is subject to shareholder
approval as well as federal, state, and other regulatory approvals including
those of the Federal Communications Commission, and the Department of Justice.
Major shareholders have agreed irrevocably to vote for the merger. VoiceStream
also has committed to invest $150 million in Omnipoint prior to the close of the
merger, including approximately $100 million to be provided immediately. The
merger is expected to close in the fourth quarter of 1999.
HUTCHISON USA INVESTMENT
Hutchison USA will be making an investment of $957 million into the
combined company for common and convertible preferred securities. The preferred
provides for a 2.5% cumulative dividend payable at maturity (40 years) and if
converted all accrued dividends will be canceled. A component of this investment
will be used as interim financing to purchase $150 million of convertible
preferred stock of Omnipoint on the same terms as VoiceStream, of which
approximately $100 million will be provided immediately, which upon closing will
be converted into equity of VoiceStream. The remaining $807 million will be
invested into the combined company upon the closing of the merger. Hutchison USA
is currently the largest shareholder of VoiceStream stock, owning 24% of the
company. Pro forma for the merger and its additional investment, Hutchison USA
will own approximately 30% of the combined company on the exercise of certain
conversion rights.
CIRI INVESTMENT
CIRI and VoiceStream will form new joint ventures to acquire certain
designated entity communications licenses from Omnipoint upon closing of the
merger. CIRI will own 50.1% interest and
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VoiceStream will own the remaining 49.9% of the ventures. CIRI and VoiceStream
have two existing joint ventures and have been successfully working together
since 1995.
MANAGEMENT
John W. Stanton will remain the chairman and chief executive officer of
VoiceStream. Doug Smith, the current chairman of Omnipoint, will become a vice
chairman of VoiceStream, will continue as chairman of Omnipoint Technologies,
and will also lead the development of a wireless data strategy for the combined
company.
Based in Bellevue, Wash., VoiceStream Wireless Corp. is a leading
provider of wireless communications services in the western United States
including Denver, Phoenix, Seattle, Salt Lake City, and Portland. VoiceStream
Wireless currently provides personal communications service using the globally
dominant GSM technology in eleven U.S. markets. In conjunction with joint
ventures, VoiceStream currently provides PCS service in four additional markets.
Goldman, Sachs & Co. acted as advisor to VoiceStream Wireless.
Founded in 1987, Omnipoint is a leader in commercializing PCS. Omnipoint
currently provides advanced wireless communications services in the eastern
United States, including New York, Philadelphia, Boston, Miami, and Detroit.
Omnipoint Technologies, Inc. is a leading developer and supplier of wireless
communication technologies, products and engineering services. Allen & Company
and Lehman Brothers acted as advisors to Omnipoint Corporation.Hutchison Whampoa
Limited, a conglomerate headquartered in Hong Kong, is engaged in five core
businesses: telecommunications; ports and related services; property development
and holdings; retail, manufacturing and other services; and energy and
infrastructure. In the international telecom arena, Hutchison owns approximately
44% of Orange plc, which operates the fastest growing PCS network in the United
Kingdom and telecom businesses in France, Germany, Switzerland, Austria and
Belgium. Hutchison also operates telecom businesses in Hong Kong, Australia,
Israel, India, Singapore, Thailand, Malaysia, Indonesia, Sri Lanka and Ghana.
Chase Securities Inc. acted as advisor to Hutchison USA.
CIRI, based in Anchorage, Alaska, is an Alaska Native regional
corporation with investments in nationwide communications, tourism, real estate,
and construction and equipment services. CIRI is owned by 6,900 Alaska Native
shareholders of Eskimo, Indian, and Aleut descent.
FOR FURTHER INFORMATION CONTACT:
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Ken Prussing Laura Knight
VoiceStream Wireless Corporation Omnipoint Investor Relations
(425) 586-8072 (301) 951-2517
[email protected] [email protected]
www.voicestream.com www.omnipoint.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VOICESTREAM WIRELESS CORPORATION
Dated: June 24, 1999
By /s/ Alan R. Bender
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Alan R. Bender
Executive Vice President,
General Counsel and Secretary
