SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 14, 2000
--------------------------------
VOICESTREAM WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Washington 000-25441 91-1956183
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3650 131st Avenue S.E. Bellevue, Washington 98006
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 653-4600
-----------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
[LOGO] [LOGO]
Voice Stream MICROCELL
Wireless Telecom
get more from life.
News Release
For immediate release
---------------------
MICROCELL ANNOUNCES EQUITY INVESTMENT BY VOICESTREAM
VoiceStream will invest CAN$400 million to purchase 9,590,000 shares
Montreal, Canada; Bellevue, Wash., February 14, 2000 -- Microcell
Telecommunications Inc. (TSE: MTI.B; Nasdaq: MICT) and VoiceStream Wireless
Corporation (Nasdaq: VSTR) jointly announced today that they signed a definitive
agreement in which VoiceStream, a leading provider of personal communications
services in the United States, agreed to invest CAN$400 million to purchase
9,590,000 newly issued Class A Shares of Microcell. The execution of this
definitive agreement follows an agreement in principle reached earlier in
January. The per share transaction price was equal to the closing market price
of Microcell's publicly traded Class B Non-Voting Shares on the Nasdaq National
Market System on January 6. It is anticipated that the investment will be
completed by the end of February.
Upon issuance, the Class A shares will constitute approximately 15% of the
issued and outstanding equity securities of Microcell. These are non-voting and
are convertible at any time into Common Shares, which are voting (subject to
Canadian foreign ownership restrictions). If fully converted, these Common
Shares would represent a 22.6% voting interest in Microcell. At the closing of
the transaction, VoiceStream will be entitled to designate two members to
Microcell's Board of Directors.
"We are very pleased to have VoiceStream join us as a strategic shareholder,"
said Andre Tremblay, Chairman, President and Chief Executive Officer of
Microcell Telecommunications Inc. "VoiceStream is both an attractive and highly
complementary strategic partner, which has been a leader in successfully
establishing and rapidly expanding the North American GSM network. This
partnership will enable us to enhance seamless North American GSM roaming, reap
the benefits of scale and scope, as well as maximize our investment in
innovation and service development by pooling our resources and market expertise
with them."
"VoiceStream is thrilled by the opportunity to invest in Microcell," said John
Stanton, Chairman and Chief Executive Officer of VoiceStream. "Microcell and
VoiceStream are both leaders in
2
<PAGE>
our countries in providing state-of-the-art GSM wireless telecommunications
services to our customers. This investment will allow the companies to work even
closer together in improving services provided to their customers."
Microcell plans to use the funds to help finance subscriber acquisition, digital
network expansion, improving existing coverage and upgrading the network to
higher-speed data transmission technologies such as GPRS. Mr. Tremblay
concluded, "VoiceStream's equity investment in Microcell provides us with
additional financing to continue growing our core business, while further
developing our wireless Internet and data services strategy. We intend to fully
leverage the power of GSM and our strategic partnership with VoiceStream to
position Microcell as a leader in the data world."
VoiceStream Wireless Corp., based in Bellevue, Wash., is a leading provider of
wireless communications services in the western United States using the GSM
technology platform. The company is completing agreements to merge with two
other GSM service providers, Omnipoint Corp. and Aerial Communications. When
both transactions are completed, VoiceStream and its affiliates will own
licenses in 23 of the top 25 largest markets, making it one of the major
nationwide providers of communication services in the country and the largest
GSM operator worldwide. VoiceStream is a member of the North American GSM
Alliance LLC, a group of U.S. and Canadian digital wireless PCS carriers. The
GSM Alliance helps provide GSM wireless communications for their customers in
more than 4,000 U.S. and Canadian cities and towns as well as international
service. For more information, go to www.voicestream.com.
Microcell is a Canadian wireless communications company. Its PCS network serves
53% of the Canadian population. The Service is available under the Fido(R) brand
name in a number of centres including Quebec, Sherbrooke, Montreal, Ottawa-Hull,
Oshawa, St. Catharines-Niagara, Toronto, Hamilton, Kitchener-Waterloo, London,
Edmonton, Calgary, Vancouver and Victoria. Beyond its PCS footprint, Microcell
offers analog roaming service in an area representing 94% of the Canadian
population. As a member of the international GSM Association and the North
American GSM Alliance, Microcell also offers roaming services in over 60
countries and in more than 4,000 Canadian and U.S. cities. Microcell
Telecommunications has been a public company since October 15, 1997, and is a
member of the TSE 300, TSE 200 and S&P/TSE Canadian Mid Cap indices. Microcell's
head office is located in Montreal. The Company employs over 2,000 people across
Canada.
Fido is a trademark of Microcell Solutions Inc.
http://www.microcell.ca
http://www.fido.ca
Source:
Francois Perreault
Opsis Communications & Marketing
(514) 393-8998
3
<PAGE>
For more information:
Microcell Telecommunications Inc. VoiceStream Wireless Corporation
Investment community: Investment community:
Thane Fotopoulos: (514) 937-0102 (ext. 8317) Ken Prussing (877) 853-8682
[email protected] [email protected]
Media: Media:
Claire Fiset: (514) 937-0102 (ext. 7824) John Snyder (206) 652-9704
[email protected] Snyder Buscher Group
Victoria Ollers: (416) 822-2288 [email protected]
[email protected]
4
<PAGE>
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
--------------------------------
(Registrant)
Date February 14, 2000 By /S/ Alan R. Bender
--------------------- -----------------------------
(Signature)
Alan R. Bender, Executive Vice President
5
