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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VoiceStream Wireless Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
-------------------------------
(CUSIP Number)
Kaj-Erik Relander
Sonera Corporation
Teollisuuskatu 15
P.O. Box 106, FIN-00051
Helsinki, Finland
+358-204-01
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(Name, address and telephone number of person authorized
to receive notices and communications)
May 4, 2000
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(Date of Event which requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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CUSIP NO. 928615103 Page 2 of 11
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonera Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Finland
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7. SOLE VOTING POWER
NUMBER OF 18,975,773
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 18,975,773
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
18,975,773
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 928615103 Page 3 of 11
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonera Holding, B.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 8,771,930
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 8,771,930
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,771,930
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
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This amendment to the statement on Schedule 13D relates to the
common stock, $.001 par value (the "Common Stock"), of VoiceStream Wireless
Corporation, a Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 3650 131st Avenue SE, Bellevue, Washington
98006.
Item 2. Identity and Background.
-----------------------
(a) This Schedule 13D is being filed by Sonera Corporation, a
Finnish limited liability company ("Sonera") and its wholly owned subsidiary
Sonera Holding B.V. ("Sonera B.V."). The members of the supervisory board of
Sonera, and their principal occupation or employment, are:
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
Pauli Saapunki, chairman.................. Member of Parliament
Pirjo-Riitta Antvuori, vice chairman...... Member of Parliament
Liisa Hyssala............................. Member of Parliament
Olavi Tonteri............................. Colonel, Finnish Defense Forces
Leenamaija Otala.......................... Docent, Pro Competence Oy
Tuomas Harpf.............................. Managing Director, Suomen Viestintarahoitus Oy
Arja Alho................................. Master of Political Science
Reino Ojala............................... Special Advisor
Helena Vartiainen......................... Chairman of City Council
Tarja Cronberg............................ Executive Director, Council of North Karelia region
Tapio Hintikka............................ President and CEO, Oyj Hackman Abp
Raimo Kantola............................. Professor, Helisinki University of Technology
Tarmo Eskola ............................. IT Director, UPM-Kymmene Corporation
Ritva Rastimo............................. Managing Director, Espoo Chamber of Commerce
Max Mickelsson............................ Secretary General for the Parliamentary Group of the National Coalition Party
Erik Lindfors............................. Secretary, Metal Workers' Union
Max Arhippainen........................... Senior Economist, Pellervo Economic Research Institute
Bjarne Kallis............................. Member of Parliament
Mauri Salo................................ Member of Parliament
Lasse Viren............................... Member of Parliament
</TABLE>
The members of the board of directors of Sonera and their
principal occupation or employment are:
<TABLE>
<S> <C>
Markku Talonen............................ Chairman
Liisa Joronen............................. Vice Chairman
Kalevi Alestalo........................... Director
Reijo Sulonen............................. Director
Jussi Lansio.............................. Director
Tapio Vaahtokivi.......................... Director, employee representative
Kari Vilkman.............................. Director, employee representative
</TABLE>
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Markku Talonen has been the chairman of the board of directors
of Sonera since 1998, and, prior to the demerger, was the chairman of the board
of directors of PT Finland. In addition, Mr. Talonen is the president and CEO of
Orion Corporation.
Liisa Joronen has been the vice chairman of the board of
directors of Sonera since 1998, and, prior to the demerger, was a member of the
board of directors of PT Finland. In addition, Ms. Joronen is the chairman of
the board of directors of SOL Corporation and a member of the supervisory boards
of Merita Bank plc and llmarinen Mutual Pension Insurance Company.
Kalevi Alestalo has been a member of the board of directors of
the Sonera since 1998. Mr. Alestalo is the consultant counselor of the Ministry.
Reijo Sulonen has been a member of the board of directors of
Sonera since 1998, and, prior to the demerger, was a member of the board of
directors of PT Finland. Mr. Sulonen serves as a professor at the Helsinki
University of Technology. In addition, he is a member of the Boards of Directors
of a number of Finnish information and other technology related companies.
Jussi Lansio has been a member of the board of directors of
Sonera since March 2000. Mr. Lansio is the managing director of Oyj Hartwall
Abp.
Tapio Vaahtokivi has been an employee representative on the
board of directors of Sonera since 1998, and, prior to the demerger, was an
employee representative on the board of directors of Telecom Finland. Mr.
Vaahtokivi is the chairman of Telecommunications Union, a labor union for
telecommunications employees.
Kari Vilkman has been an employee representative on the board
of directors of Sonera since 1998, and, prior to the demerger, was an employee
representative on the board of directors of Telecom Finland.
The executive officers of Sonera are:
<TABLE>
<S> <C>
Aulis Salin............................... President and chief executive officer
Kaj-Erik Relander......................... Deputy chief executive officer
Aimo Eloholma............................. Executive vice president
Matti Makkonen............................ Executive vice president
Juha Varelius............................. Executive vice president
Kim Ignatius.............................. Executive vice president
Harri Hollmen............................. Executive vice president
</TABLE>
Aulis Salin is the president and the chief executive officer
of Sonera. Mr. Salin joined Sonera in 1962 and he has held positions in various
departments.
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Aimo Eloholma is the executive vice president of Sonera
responsible for corporate planning. Mr. Eloholma joined Sonera in 1974 and he
has held a number of positions in various fields of operation, including data
communications, business development and sales and marketing.
Matti Makkonen is the executive vice president of Sonera
responsible for its mobile communications operations. Mr. Makkonen joined Sonera
in 1976 and he has held a number of positions within the mobile communications
operations.
Kaj-Erik Relander is the deputy chief executive officer of
Sonera and previously served as Sonera's executive vice president and chief
financial officer responsible for its international operations. Prior to joining
Sonera in 1994, Mr. Relander worked for SITRA, a Finnish private equity fund.
Juha Varelius is the executive vice president of Sonera
responsible for media services. Mr. Varelius joined Sonera in 1993 and has held
a number of positions within media services.
Kim Ignatius is the execuitve vice president and chief
financial officer of Sonera. Prior to joining Sonera on April 1, 2000, Mr.
Ignatius worked for Tamro Group, a Nordic company distributing pharmaceuticals,
and marketing and distributing medical and laboratory equipment and supplies.
Harri Hollmen is the executive vice president of Sonera
responsible for financial online service provider. Prior to joining Sonera on
April 10, 2000, Mr. Hollmen worked for Leonia Group, a Finnish bank.
(b), (c) and (f) The address of Sonera and its supervisors,
directors and executive officers is Teollisuuskatu 15, P.O. Box 106, FIN-00051,
Helsinki, Finland. Sonera is a limited liability company organized under the
laws of the Republic of Finland. Each supervisor, director and executive officer
of Sonera is a citizen of the Republic of Finland. Sonera's principal business
is telecommunications.
The address of Sonera B.V. and its directors and executive
officers is Rivium Quadrant 58, [2909 LC] Cabelle aan den IJssel, the
Netherlands. Sonera B.V. is a limited liability company organized under the laws
of the Netherlands. The managing directors of Sonera B.V. are Jacques Andre
Martin Bruins Slott (a citizen of the Netherlands), Maire Laitinen (a citizen of
the Republic of Finland), and Reetta-Leena Rossi-Luck (a citizen of the Republic
of Finland). Sonera B.V.'s principal business is telecommunications.
(d) and (e) During the past five years, none of Sonera, Sonera
B.V. or their supervisors, directors or executive officers have been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or
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<PAGE>
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.
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Sonera received 10,203,843 shares of the Company's Common
Stock pursuant to the Aerial Reorganization (as defined below) on May 4, 2000 in
exchange for the shares of common stock of Aerial Communications, Inc. held by
Sonera immediately prior to the Aerial Reorganization (the "Aerial Securities").
The source of funds used by Sonera to purchase the Aerial Securities was working
capital. The amount of funds used by Sonera to purchase the Aerial Securities
was $230,000,000.
Item 4. Purpose of the Transaction.
--------------------------
The acquisitions of Common Stock by the Filing Persons were
made for investment purposes only.
None of the Filing Persons has any present plans or intention
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, the Filing
Persons have entered into the Voting Agreement described under Item 6 below.
Each of the Filing Persons, however, expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Common Stock, conditions in the securities markets generally,
general economic and industry conditions and other factors. The Filing Persons
may purchase additional shares of Common Stock or may sell shares of Common
Stock from time to time in public or private transactions (subject to any
applicable limitations imposed on the sale of any of their shares of Common
Stock by the Securities Act of 1933, as amended).
Item 5. Interest in Securities of the Issuer.
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(a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES
BENEFICIALLY OWNED:
Sonera is the beneficial owner of 18,975,773 shares of Common
Stock, representing 8.9% of the issued and outstanding Common Stock of which
8,771,930 shares of Common Stock are beneficially owned by Sonera B.V.
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(b) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO
VOTE:
Sonera has the sole power (i) to vote or to direct the voting
of and (ii) to dispose and to direct the disposition of 18,975,773 shares of
Common Stock beneficially owned by it directly and indirectly.
Sonera B.V. has the sole power (i) to vote or to direct the
voting of and (ii) to dispose and to direct the disposition of the 8,771,930
shares of Common Stock beneficially owned by it.
(c) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS OR SINCE THE
MOST RECENT FILING ON SCHEDULE 13D, WHICHEVER IS LESS:
On May 4, 2000, the Aerial Reorganization was consummated and
Sonera exchanged its Aerial Securities for 10,203,843 shares of Common Stock of
the Company.
(d) To the best knowledge of each Filing Person, no other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships Involving
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Securities of the Issuer.
-------------------------
VoiceStream Wireless Holding Corporation, John W. Stanton,
Theresa E. Gillespie, PN Cellular, Inc., The Stanton Family Trust, Stanton
Communications Corporation, GS Capital Partners, L.P., The Goldman Sachs Group,
Inc., Bridge Street Fund 1992, L.P., Stone Street Fund 1992, L.P., Hutchison
Telecommunications Holdings (USA) Limited, Hutchison Telecommunications PCS
(USA) Limited, Allen & Company Incorporated, Madison Dearborn Capital Partners,
L.P., James N. Perry, Jr., Richard L. Fields, Avance Capital, Avance Capital II,
Avance Capital III, Douglas G. Smith Grat, Douglas G. Smith, James J. Ross, as
Trustee for Elizabeth G. Ross U/T/A, Dated March 4, 1994, James J. Ross, as
Trustee for David G. Ross U/T/A, Dated June 18, 1997, Sonera Corporation and
Sonera Holding B.V. entered into an agreement, dated as of February 25, 2000
(the "Voting Agreement"). Pursuant to the Voting Agreement, the Filing Persons
have agreed to vote their shares of Common Stock for the election of a board
initially consisting of 16 members, subject to adjustments, of the Company board
designated as follows: (i) Mr. Stanton, as long as he is the chief executive
officer of the Company; (ii) one member designated by Mr. Stanton, so long as he
or entities affiliated with him beneficially own at least 4,500,000 shares of
Common Stock; (iii) four members designated by Hutchison PCS (USA) Limited and
its affiliated entities, which number of designees shall be subject to increases
or decreases depending upon increases or reductions in Hutchison PCS (USA)'s
percentage ownership of outstanding Common Stock, including shares of Common
Stock issuable to Hutchison PCS (USA) upon conversion of the Company's 2.5%
Convertible Junior Preferred Stock; (iv) one member designated by Goldman, Sachs
& Co., Inc. and affiliated entities, so long as the Goldman Sachs entities
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<PAGE>
beneficially own at least 4,500,000 shares of Common Stock; (v) four members who
were on the Omnipoint board prior to the Merger and who are selected by
Omnipoint to serve during the period from the closing of the Merger until and
including the second annual meeting of stockholders of the Company taking place
after the closing of the Merger (the designees of Omnipoint are initially
Douglas G. Smith, Richard L. Fisher, James N. Perry, Jr., and James J. Ross),
(vi) one member designated by Sonera Corporation and its affiliated entities
(including Sonera B.V.), so long as the Sonera entities beneficially own at
least 4,500,000 shares of Common Stock; (vii) TDS will be entitled to designate
a member so long as TDS owns at least 4,500,000 shares of Common Stock; and the
remaining members of the board to be selected by a majority of the persons
selected as described above. The Voting Agreement further provides that if TDS
owns more than 9,800,000 shares of Common Stock and Sonera owns less than
4,500,000 shares of Common Stock, TDS will be entitled to designate two members
to the board of the Company, and if Sonera owns more than 9,800,000 shares of
Common Stock and TDS owns less than 4,500,000 shares of Common Stock, Sonera
will be entitled to designate two members to the board of the Company.
On September 17, 1999, Sonera, VWC and the Company entered
into an Investor Agreement whereby Sonera agreed that upon consummation of the
Merger and until September 17, 2004, beneficial ownership of Common Stock held
by Sonera and its affiliates would not exceed 19.9% of the outstanding shares of
Common Stock. Among other things, this agreement will also prohibit Sonera and
its affiliates from, in certain circumstances, participating in proxy contests,
tender offers, exchange offers or other transactions relating to a change of
control of the Company. Upon consummation of the Merger, the Company also agreed
to grant Sonera certain registration rights for the shares of Common Stock it
receives for its $500 million investment and other Company shares issued to
Sonera or an affiliate of Sonera.
The foregoing description of the Voting Agreement is subject
to, and qualified in its entirety by reference to, the agreement, which is filed
as Exhibit 2 hereto and incorporated by reference into this Item 6.
Item 7. Material To be Filed as Exhibits.
--------------------------------
1.* Stock Subscription Agreement dated as of September
17, 1999 by and among VoiceStream Wireless Holding
Corporation and Sonera LTD.
2.* Voting Agreement, dated as of February 25, 2000, by
and among VoiceStream Wireless Holding Corporation,
John W. Stanton, Theresa E. Gillespie, PN Cellular,
Inc., The Stanton Family Trust, Stanton
Communications Corporation, GS Capital Partners,
L.P., The Goldman Sachs Group, Inc., Bridge Street
Fund 1992, L.P., Stone Street Fund 1992, L.P., Stone
Street Performance Corp., Hutchison
Telecommunications Holdings (USA) Limited, Hutchison
Telecommunications PCS (USA) Limited, Allen & Company
Incorporation, Allen & Co., Inc., Madison Dearborn
Capital Partners, L.P., Avance Capital, Douglas G.
Smith, Douglas G. Smith GRAT, Richard L. Fields,
James N. Perry, Jr., James J. Ross, as Trustee for
Elizabeth G. Ross U/T/A, Dated March 4, 1994, James
J. Ross, as Trustee for David G.
9
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Ross U/T/A, Dated June 18, 1997, Sonera Corporation
and Sonera Holding B.V.
3.* The Investor Agreement, dated September 17, 1999,
among Sonera LTD., VoiceStream Wireless Corporation
and VoiceStream Wireless Holding Corporation.
4.* The Registration Rights Agreement, dated February 25,
2000, between VoiceStream Wireless Holding
Corporation, Sonera Corporation and Sonera Holding
B.V.
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* Previously filed.
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SIGNATURE
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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: May 24, 2000 SONERA CORPORATION
By: /s/ Kaj-Erik Relander
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SONERA HOLDING B.V.
By: /s/ Kaj-Erik Relander
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