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EXHIBIT 99.1
CONSENT AND LETTER OF TRANSMITTAL
TO TENDER TO
VOICESTREAM WIRELESS CORPORATION
11 5/8% SENIOR NOTES DUE 2006
AND
11 5/8% SERIES A NOTES DUE 2006
OF OMNIPOINT CORPORATION
IN EXCHANGE FOR
10 3/8% SENIOR NOTES DUE 2009
OF
VOICESTREAM WIRELESS CORPORATION
AND TO GIVE CONSENT TO THE
PROPOSED AMENDMENTS TO THE INDENTURES RELATED TO THE OMNIPOINT NOTES
PURSUANT TO THE PROSPECTUS
DATED JUNE 14, 2000
Deliver to:
HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT
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By Registered or By Hand or Facsimile Transmission
Certified Mail: Overnight Delivery: Number:
THE BANK OF NEW YORK THE BANK OF NEW YORK (For Eligible Institutions
101 Barclay Street 101 Barclay Street Only)
Reorg. Dept.-7 East Reorg. Dept.-7 East (212) 815-6339
New York, NY 10286 New York, NY 10286 Confirm Receipt
Attn: Carolle Montreuil Attn: Carolle Montreuil of Facsimile by Telephone:
(212) 815-5920
</TABLE>
Delivery of this Consent and Letter of Transmittal to an address, or
transmission via facsimile, other than as set forth above, will not constitute a
valid delivery.
<PAGE> 2
The undersigned acknowledges receipt of the prospectus constituting the
exchange offer and consent solicitation statement (as amended or supplemented
from time to time, the "Prospectus"), of VoiceStream Wireless Corporation, a
Delaware corporation (the "Offeror"), relating to the 10 3/8% Senior Notes due
2009 of the Offeror (the "VoiceStream Notes") being exchanged for the 11 5/8%
Senior Notes due 2006 and 11 5/8% Senior A Notes due 2006 of Omnipoint
Corporation, a Delaware corporation (the "Omnipoint Notes" or the "Notes"), and
this Consent and Letter of Transmittal and instructions hereto (the "Consent and
Letter of Transmittal" and, together with the Prospectus, the "Offer
Documents"), which together constitute (i) the Offeror's offers (the "Offers")
to exchange any and all of the Omnipoint Notes, upon the terms and subject to
the conditions set forth in the Offer Documents, and (ii) the Offeror's
solicitation (the "Solicitation") of consents (the "Consents") from registered
holders of Omnipoint Notes to certain proposed amendments (the "Proposed
Amendments"), as described in the Prospectus, to the indentures under which the
Omnipoint Notes were issued (the "Omnipoint Indentures"). All capitalized terms
used but not defined herein shall have the meanings assigned to such terms in
the Prospectus.
The Offeror is offering to exchange its registered, newly issued Senior
Notes in principal amounts set forth in the Prospectus for the Omnipoint Notes.
Holders who tender their Omnipoint Notes in exchange for the Offeror's
Senior Notes pursuant to the Offers in accordance with the procedures described
in the Offer Documents will be deemed to have consented to the Proposed
Amendments to the indenture governing such Omnipoint Notes. Holders may not
deliver Consents without tendering their Omnipoint Notes for exchange in the
applicable Offer. If Omnipoint Notes are accepted for exchange pursuant to the
applicable Offer and Consents are obtained for a majority of both series of
Omnipoint Notes, Holders of such Omnipoint Notes who validly tender them
pursuant to the applicable Offer at or prior to 5:00 p.m., New York City time,
on July 7, 2000 as extended by us from time to time in our sole discretion (the
"Consent Date") will receive the applicable Consent Payment, whereas Holders of
Omnipoint Notes who validly tender their Omnipoint Notes after the Consent Date
will not receive the Consent Payment, even though the Proposed Amendments
relating to such Omnipoint Notes will be effective as to all Omnipoint Notes.
The completion, execution and delivery of this Consent and Letter of Transmittal
will constitute a consent by Holders of Omnipoint Notes tendered for exchange to
such Proposed Amendments and to the execution and delivery of the supplemental
Indentures that will be executed to effect the Proposed Amendments.
PLEASE READ THIS ENTIRE CONSENT AND LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
This Consent and Letter of Transmittal is to be used by holders of Notes
(the "Holders") if: (i) certificates representing such Notes are to be
physically delivered to The Bank of New York as exchange agent (the "Exchange
Agent") herewith by such Holders; (ii) tender of such Notes is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC") (the "Book Entry Transfer Facility") pursuant to the procedures
set forth in the Prospectus under the caption "Procedures for Tendering Notes
and Delivering Consents, Book-Entry Delivery Procedures" by any financial
institution that is a participant in DTC and whose name appears on a security
listing as the owner of Notes; or (iii) tender of such Notes is to be made
according to the guaranteed delivery procedures set forth under "Procedures for
Tendering Notes and Delivering Consents, Guaranteed Delivery," and such Holders
wish to consent to the Proposed Amendments to the Indenture governing such
Omnipoint Notes, and, in each case, instructions are not being transmitted
through the DTC Automated Tender Offer Program ("ATOP"). Pursuant to the terms
of the Offers and Solicitations, the completion, execution and delivery of this
Consent and
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Letter of Transmittal by the Holders of Omnipoint Notes tendered for exchange
will be deemed to constitute a Consent to the applicable Proposed Amendments.
If, after the Consent Date, but at or prior to the Expiration Date, a
Holder desires to tender Notes pursuant to the applicable Offer and time will
not permit this Consent and Letter of Transmittal, certificates representing
such Notes and all other required documents to reach the Exchange Agent, or
book-entry procedures cannot be completed at or prior to the Expiration Date,
then such Holder must tender such Notes pursuant to the guaranteed delivery
procedure set forth in the Prospectus under "Procedures for Tendering Notes and
Delivering Consents, Guaranteed Delivery."
In the event that an Offer is withdrawn or otherwise not completed, no
consideration will be paid or become payable to Holders of Notes who validly
tendered their Notes in connection with such Offer and the tendered Notes will
be returned.
The Offers and Solicitations are made upon the terms and subject to the
conditions set forth in the Prospectus and herein. Holders of all the Notes
should carefully review the information set forth therein and herein.
Your bank or broker can assist you in completing this form. The
instructions included with this Consent and Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Offer Documents may be directed to VoiceStream Wireless Corporation, 3650 131st
Avenue S.E., Bellevue, Washington 98006, Attention: Investor Relations (425)
653-4600.
CUSIP NUMBERS
Please identify the Notes tendered by their respective Cusip numbers. The
Cusip number for each series of Notes is set forth below:
OMNIPOINT:
11 5/8% Senior Notes due 2006 -- 68212DAE2
11 5/8% Series A Notes due 2006 -- 68212DAF9
3
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TENDER OF NOTES
[ ] CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY
THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS
IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES
BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution:
DTC Account Number:
Date Tendered:
Transaction Code Number:
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND CONSENT
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Holder(s):
Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery and
Consent:
Name of Eligible Institution that guaranteed delivery:
If delivered by book-entry transfer:
DTC Account Number:
Date Sent:
Transaction Code Number:
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
<TABLE>
<CAPTION>
DESCRIPTION OF NOTES TENDERED
PRINCIPAL
AMOUNT AT
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE MATURITY
(PLEASE FILL IN, IF BLANK) CUSIP NUMBER* NUMBERS** TENDERED***
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* Insert the CUSIP Number for each Note hereby tendered.
** Need not be completed by Holders tendering by book-entry transfer or in accordance with DTC's ATOP
procedure for transfer.
*** A Holder will be deemed to have consented to the Proposed Amendments with respect to the entire
aggregate principal amount at maturity represented by any Omnipoint Notes indicated in the column
labeled "Principal Amount At Maturity Tendered".
</TABLE>
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Offers, the undersigned
hereby tenders for exchange to the Offeror the principal amount at maturity of
Notes indicated above and, with respect to all Omnipoint Notes tendered for
exchange, consents to the Proposed Amendments to the Indenture governing such
Omnipoint Notes and to the execution and delivery of a supplemental Indenture in
order to effect the Proposed Amendments. Subject to, and effective upon, the
acceptance for exchange of the Notes tendered with this Consent and Letter of
Transmittal, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Offeror all right, title and interest in and to the Notes that are
being tendered for exchange hereby and also Consents, with respect to all such
Notes tendered for exchange, to the Proposed Amendments to the Indenture
relating to such Omnipoint Notes. The undersigned understands that Supplemental
Indentures containing the applicable Proposed Amendments with respect to the
Omnipoint Notes will be executed and become binding immediately following the
receipt of Consents with respect to a majority of both series of Omnipoint Notes
promptly after 5:00 p.m., New York City time, on July 7, 2000 as such time is
extended by the Offeror from time to time in its sole discretion (the "Consent
Date"). Such Proposed Amendments by their terms will not become operative or
effect any change in the operating provisions of the related Indenture unless
the Offeror accepts for exchange all Omnipoint Notes validly tendered for
exchange (and not validly withdrawn) pursuant to the Offer. In such event, such
Proposed Amendments will be deemed effective as of the opening of business on
the Acceptance Date, and the Offeror shall thereafter be obligated to exchange
VoiceStream Notes for all Omnipoint Notes accepted on the Payment Date. If the
Offer to exchange is terminated or withdrawn with respect to either Series of
Omnipoint Notes, or the Omnipoint Notes of either Series so tendered are never
accepted for exchange, neither supplemental Indenture will become operative.
Immediately after the Proposed Amendments relating to Omnipoint Notes become
operative, all Omnipoint Notes tendered and accepted for exchange will cease to
be outstanding.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent the true and lawful agent and attorney-in-fact of the undersigned (with
full knowledge that the Depositary also acts as the agent of the Offeror) with
respect to the Notes, with full power of substitution (such power-of-attorney
being deemed to be an irrevocable power coupled with an interest) to (i) present
such Notes and all evidences of transfer and authenticity to, or transfer
ownership of, such Notes on the account books maintained by the Book-Entry
Transfer Facility to, or upon the order of, the Offeror, (ii) present such Notes
for transfer of ownership on the books of the relevant security registrar, (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Notes and (iv) deliver to the Offeror and the Trustee this Consent and
Letter of Transmittal as evidence of the undersigned's Consent to the Proposed
Amendments, all in accordance with the terms of and conditions to the Offers and
the Solicitations as described in the Prospectus.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the Consent contained herein, and that when such Notes are
accepted for exchange by the Offeror, the Offeror will acquire good title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim or right. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Exchange Agent or by
the Offeror to be necessary or desirable to complete the sale, assignment and
transfer of the Notes tendered hereby, to perfect the undersigned's Consent to
the Proposed Amendments or to complete the execution of the supplemental
Indentures. The undersigned understands that the delivery and surrender of the
Notes is not effective, and the risk of loss of the Notes does not pass to the
Exchange Agent, until receipt by the Exchange Agent of this Consent and Letter
of Transmittal, or a facsimile hereof, properly completed and duly executed,
together with all accompanying evidences of authority and any other required
documents in form satisfactory to the Offeror. All questions as to the form of
all documents
5
<PAGE> 6
and the validity (including time of receipt) and acceptance of tenders and
withdrawals of Notes and deliveries and revocations of Consents will be
determined by the Offeror, in its sole discretion, which determination shall be
final and binding.
The undersigned understands that tenders of Omnipoint Notes may be
withdrawn and Consents validly revoked by written notice of withdrawal received
by the Exchange Agent at any time at or prior to 5:00 p.m., New York City time
on the Consent Date, but not thereafter, unless an Offer to Exchange a series of
Omnipoint Notes is terminated or Consents for a majority of both series of
Omnipoint Notes are not received. If a Holder who has tendered Omnipoint Notes
for exchange effects a valid withdrawal thereof prior to the Consent Date, such
action will be deemed a revocation of the related Consent. The undersigned
understands that Consents may be revoked by written, telegraphic or facsimile
notice of revocation, or a properly transmitted "Request Message" through ATOP,
received by the Exchange Agent at any time at or prior to 5:00 p.m., New York
City time, on the Consent Date. In the event of a termination of the Offers,
Notes tendered pursuant to the Offers will be returned to the tendering Holder
promptly and such revocation will render the tender of Notes defective.
The undersigned understands that in order to be valid, a notice of
withdrawal of Notes or revocation of a Consent must contain the name of the
person who tendered the Notes or to which the revocation of Consent relates and
the description of the Notes to which it relates, the certificate number or
numbers of such Notes (unless such Notes were tendered by book-entry transfer),
and the aggregate principal amount at maturity represented by such Notes, be
signed by the Holder thereof in the same manner as the original signature on
this Consent and Letter of Transmittal by which such Notes were tendered and the
related Consent was given (including any required signature guarantees) or be
accompanied by (x) documents of transfer sufficient to have the Trustee register
the transfer of Notes into the name of the person withdrawing such Notes and/or
revoking such related Consent and (y) a properly completed irrevocable proxy
that authorizes such person to effect such withdrawal or revocation on behalf of
such Holder, and be received at or prior to 5:00 p.m., New York City time, on
the Consent Date by the Exchange Agent, at one of its addresses set forth on the
first page of this Consent and Letter of Transmittal. A purported notice of
revocation that lacks any of the required information or is dispatched to an
improper address will not validly revoke a Consent previously given.
A Holder may not validly revoke a Consent unless such Holder validly
withdraws the Omnipoint Notes to which the Consent relates, and the valid
withdrawal of a Holder's Omnipoint Notes will constitute the concurrent valid
revocation of such Holder's related Consent. Any withdrawal of previously
tendered Notes otherwise than in accordance with the provisions described above
will not constitute a valid withdrawal or revocation of such Holder's Consent.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Prospectus and in the instructions hereto and
acceptance thereof by the Offeror will constitute a binding agreement between
the undersigned and the Offeror upon the terms and subject to the conditions of
the Offers and the Solicitations and, if applicable, the Notice of Guaranteed
Delivery.
For purposes of the Offers, the undersigned understands that the Offeror
will be deemed to have accepted for purchase or exchange validly tendered Notes
(or defectively tendered Notes with respect to which the Offeror has waived such
defect), if, as and when the Offeror gives oral (confirmed in writing) or
written notice thereof to the Exchange Agent. For purposes of the Solicitations,
Consents received by the Exchange Agent will be deemed to have been accepted if,
as and when the Offeror has accepted the Notes to which they relate for exchange
pursuant to the Offers on the Acceptance Date.
6
<PAGE> 7
The undersigned understands that, under certain circumstances and subject
to certain conditions of the Offers (each of which the Offeror may waive in its
sole discretion) as set forth in the Prospectus, the Offeror would not be
required to accept for exchange or purchase any of the Notes tendered (including
any Notes tendered after the Expiration Date). Any Notes not accepted for
purchase will be returned promptly to the undersigned at the address set forth
above (or, in the case of Notes tendered by book-entry transfer, such Notes will
be credited to the account maintained at DTC from which such Notes were
delivered), unless otherwise indicated herein under "Special Delivery
Instructions" below.
All authority conferred or agreed to be conferred by this Consent and
Letter of Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Consent and Letter of Transmittal shall be binding upon the undersigned's
heirs, personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy and other legal representatives.
Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned hereby requests that any Notes representing principal amounts at
maturity not tendered or not accepted for exchange and all notes to be issued by
the Offeror in exchange for tendered Notes be issued in the name(s) of the
undersigned (and in case of Notes tendered by book-entry transfer, by credit to
the account at the Book-Entry Transfer Facility designated above) and that any
checks for payment of the Consent Payment, if applicable, be issued to the order
of, and delivered to, the undersigned. Similarly, unless otherwise indicated
herein under "Special Delivery Instructions," the undersigned hereby requests
that any Notes representing principal amounts at maturity not tendered or not
accepted for purchase and all notes to be issued by the Offeror in exchange for
tendered Notes and checks for the Consent Payment, if applicable, be delivered
to the undersigned at the address(es) shown above. In the event that the
"Special Payment Instructions" box or the "Special Delivery Instructions" box
is, or both are, completed, the undersigned hereby requests that any notes
issued by the Offeror in exchange for tendered Notes and Notes representing
principal amounts at maturity not tendered or not accepted for purchase be
issued in the name(s) of, certificates for such Notes be delivered to, and
checks for payment of the Consent Payment, if applicable, be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) so indicated,
as applicable. The undersigned recognizes that the Offeror has no obligation
pursuant to the "Special Payment Instructions" box or "Special Delivery
Instructions" box to transfer any Notes from the name of the registered
Holder(s) thereof if the Offeror does not accept for purchase any of the
principal amount at maturity of such Notes so tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING AND CONSENTING HOLDERS OF NOTES
REGARDLESS OF WHETHER NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
THE COMPLETION, EXECUTION AND DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL WILL BE DEEMED TO CONSTITUTE A CONSENT TO THE PROPOSED
AMENDMENTS RELATING TO THE NOTES TENDERED.
This Consent and Letter of Transmittal must be signed by the registered
Holder(s) of Notes exactly as their name(s) appear(s) on certificate(s) for
Notes or, if tendered by a participant in the Book-Entry Transfer Facility,
exactly as such participant's name appears on a security position listing as the
owner of Notes, or by person(s) authorized to become registered Holder(s) by
endorsements on certificates for Notes or by bond powers transmitted with this
Consent and Letter of Transmittal. Endorsements on Notes and signatures on bond
powers by registered Holders not executing this Consent and Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 4
below. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below
under "Capacity" and submit evidence satisfactory to the Offeror of such
person's authority to so act.
X
------------------------------------------------------------------------------
X
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Dated:
-------------------------------------------------------
Name(s):
------------------------------------------------------------------------
------------------------------------------------------------------------
(PLEASE PRINT)
Capacity:
------------------------------------------------------
Address:
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
-------------------------------------------------------
Tax Identification or Social Security No.:
-----------------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE, IF REQUIRED (SEE INSTRUCTION 4 BELOW)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
--------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
--------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
ELIGIBLE INSTITUTION)
--------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
--------------------------------------------------------------------------------
(PRINTED NAME)
--------------------------------------------------------------------------------
(TITLE)
Dated:
--------------------------------------------- , 2000
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7)
To be completed ONLY if certificates for Notes in a principal amount not
tendered or not accepted for purchase or notes of the Offeror issued in
exchange for Notes are to be issued in the name of, or checks for the Consent
Payment, if applicable, are to be issued to the order of someone other than
the person or persons whose signature(s) appear(s) within this Consent and
Letter of Transmittal, or issued to an address different from that shown in
the box entitled "Description of Notes" within this Consent and Letter of
Transmittal, or if Notes tendered by book-entry transfer that are not accepted
for purchase are to be credited to an account maintained at the Book-Entry
Transfer Facility other than the one designated above.
Issue: Notes Checks
(CHECK AS APPLICABLE)
To the following:
Name:
-----------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------
-----------------------------------------------------
(ZIP CODE)
-----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit unpurchased Notes delivered by book-entry transfer to the Book-Entry
Transfer Facility set forth below:
DTC
-----------------------------------------------------
(DTC ACCOUNT NUMBER)
Number of Account Party:
-----------------------------------------------------
------------------------------------------------------
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7)
To be completed ONLY if certificates for Notes in a principal amount at
maturity not tendered or not accepted for purchase or notes of the Offeror
issued in exchange for Notes or checks for the Consent Payment, if applicable,
are to be sent to someone other than the person or persons whose signature(s)
appear(s) within this Consent and Letter of Transmittal or to an address
different from that shown in the box entitled "Description of Notes" within
this Consent and Letter of Transmittal.
Issue: Notes Checks
(CHECK AS APPLICABLE)
Name:
-----------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------
-----------------------------------------------------
(ZIP CODE)
-----------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
------------------------------------------------------
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFERS AND THE CONSENT
SOLICITATIONS
1. DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL AND CERTIFICATES FOR
NOTES OR BOOK-ENTRY CONFIRMATIONS. To tender Notes in the Offers and to deliver
Consents in the Solicitations, physical delivery of certificates for Notes or a
confirmation of any book-entry transfer into the Exchange Agent's account with a
Book-Entry Transfer Facility of Notes tendered electronically, as well as a
properly completed and duly executed copy or facsimile of this Consent and
Letter of Transmittal, and any other documents required by this Consent and
Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth herein prior to the Expiration Date. Tenders of Notes in the
Offers will be accepted after the applicable Consent Date and prior to the
Expiration Date in accordance with the procedures described in the preceding
sentence or otherwise in compliance with this Consent and Letter of Transmittal
but no Consent Payment will be made for Notes so tendered. The method of
delivery of Notes and related Consents and Letters of Transmittal, any required
signature guarantees and all other required documents, including delivery
through DTC and any acceptance of an Agent's Message transmitted through ATOP,
is at the election and risk of the person tendering such Notes and delivering
such Consents and Letters of Transmittal and, except as otherwise provided in
the Consent and Letter of Transmittal, delivery will be deemed made only when
actually received by the Exchange Agent.
If delivery is by mail, it is suggested that the Holder use properly
insured, registered mail with return receipt requested, and that the mailing be
made sufficiently in advance of the applicable Consent Date or the Expiration
Date to permit delivery to the Exchange Agent prior to such date. No
alternative, conditional or contingent tenders of Notes or deliveries of
Consents will be accepted.
To tender Notes that are held through DTC and deliver Consents with respect
thereto, DTC participants may, in lieu of physically completing and signing this
Consent and Letter of Transmittal and delivering it to the Exchange Agent,
electronically transmit their acceptance through ATOP and thereby provide their
Consents, and DTC will then edit and verify the acceptance and send an Agent's
Message to the Exchange Agent for its acceptance. A transmission pursuant to
ATOP and delivery by DTC to and receipt by the Exchange Agent of the related
Agent's Message will be deemed to be a Consent evidenced by an instrument
executed by the Holder of the Notes described therein with respect to the
Proposed Amendments relating to such Notes in compliance with the terms of the
Indenture relating to such Notes. Except as otherwise provided below, the
delivery will be deemed made when the Agent's Message is actually received or
confirmed by the Exchange Agent. THIS CONSENT AND LETTER OF TRANSMITTAL AND THE
NOTES SHOULD BE SENT ONLY TO THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS TO DTC
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If, after the Consent Date and prior to the Expiration Date, a Holder
desires to tender Notes pursuant to the applicable Offer and (a) certificates
representing such Notes are not lost but are not immediately available, (b) time
will not permit such Holder's Consent and Letter of Transmittal, certificates
representing such Notes and all other required documents to reach the Exchange
Agent on or prior to the Expiration Date, or (c) the procedures for book-entry
transfer cannot be completed on or prior to the Expiration Date, a tender and
Consent may be effected if all the following are complied with:
(a) Such tender is made by or through an Eligible Institution;
(b) On or prior to the Expiration Date, the Exchange Agent has
received from such Eligible Institution at one of the addresses of the
Exchange Agent set forth on the back cover of the Prospectus, a properly
completed and validly executed Notice of Guaranteed Delivery (by manually
signed facsimile transmission, mail or hand delivery) in substantially the
form provided with this Consent and Letter of Transmittal (which Notice of
Guaranteed Delivery will also
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constitute the Consent of such Holder), setting forth the name(s) and
address(es) of the registered Holder(s) and the principal amount at
maturity of Notes being tendered and as to which Consents are being given,
and stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange ("NYSE") trading days after the date
of the Notice of Guaranteed Delivery, the Consent and Letter of Transmittal
properly completed and validly executed (or a manually signed facsimile
thereof), together with certificates representing the Notes (or
confirmation of book-entry transfer of such Notes into the Exchange Agent's
account with a Book-Entry Transfer Facility), and any other documents
required by the applicable Consent and Letter of Transmittal and the
instructions thereto, will be deposited by such Eligible Institution with
the Exchange Agent; and
(c) Such Consent and Letter of Transmittal (or a manually signed
facsimile thereof) properly completed and validly executed with any
required signature guarantees, together with certificates for all Notes in
proper form for transfer (or confirmation of book-entry transfer of such
Notes into the Exchange Agent's account with a Book-Entry Transfer
Facility), and any other required documents are received by the Exchange
Agent within three NYSE trading days after the date of such Notice of
Guaranteed Delivery.
HOLDERS SHOULD NOTE THAT THE FOREGOING PROCEDURES ARE NOT AVAILABLE UNTIL
AFTER THE CONSENT DATE AND THAT TENDERS PURSUANT TO THE GUARANTEED DELIVERY
PROCEDURES WILL NOT BE ACCEPTED PRIOR TO THAT TIME OR ENTITLE A HOLDER TO
RECEIVE THE CONSENT PAYMENT.
2. WITHDRAWAL OF TENDERS AND REVOCATIONS OF CONSENTS. Tenders of Notes
may be validly withdrawn and Consents may be validly revoked at any time at or
prior to 5:00 p.m., New York City time, on the Consent Date but not thereafter
unless Consents are not received for a majority of both series of Notes, in
which case the tendered Notes may be withdrawn until the expiration of the
Offers. A valid withdrawal of such tendered Notes at or prior to 5:00 p.m., New
York City time, on the Consent Date will constitute the concurrent valid
revocation of any related Consent. In order for a Holder to revoke a Consent,
such Holder must withdraw the related tendered Notes. Tenders of Notes may be
validly withdrawn if the Offer relating to such Notes is terminated without any
such Notes being purchased thereunder. In the event of a termination of the
Offer with respect to a Series of Notes, the Notes of such Series tendered
pursuant to such Offer will be returned promptly to the tendering Holder.
For a withdrawal of a tender of Notes (and the concurrent revocation of
related Consents) to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be received by the Exchange Agent at or
prior to 5:00 p.m., New York City time, on the Consent Date (unless Consents for
a majority of both series of Notes were not received, in which case tendered
Notes may be withdrawn until the Offer expires), at its address set forth on the
back cover of this Consent and Letter of Transmittal. Any such notice of
withdrawal must (i) specify the name of the person who tendered the Notes to be
withdrawn or to which the revocation of Consent relates, (ii) contain the
description of the Notes to be withdrawn and identify the certificate number or
numbers shown on the particular certificates evidencing such Notes (unless such
Notes were tendered by book-entry transfer) and the aggregate principal amount
at maturity represented by such Notes and (iii) be signed by the Holder of such
Notes in the same manner as the original signature on this Consent and Letter of
Transmittal by which such Notes were tendered (including any required signature
guarantees), if any, or be accompanied by (x) documents of transfer sufficient
to have the Trustee register the transfer of the Notes into the name of the
person withdrawing such Notes and revoking such related Consent and (y) a
properly completed irrevocable proxy that authorizes such person to effect such
withdrawal or revocation on behalf of such Holder. If the Notes to be withdrawn
have been delivered or otherwise identified to the Exchange Agent, a signed
notice of withdrawal is effective immediately upon written or facsimile notice
of withdrawal even if physical release is not yet
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effected. Any Notes properly withdrawn will be deemed to be not validly tendered
for purposes of the related Offer, and will constitute the concurrent valid
revocation of such Holder's related Consent. The withdrawal of a tender of Notes
(and the concurrent revocation of related Consents) may also be effected through
a properly transmitted "Request Message" through ATOP, received by the Exchange
Agent at any time prior to 5:00 p.m., New York City time, on the Consent Date
(unless Consents for a majority of both series of Omnipoint Notes were not
received, in which case tendered Omnipoint Notes may be withdrawn until the
Offer expires).
Withdrawal of Notes (and the concurrent revocation of related Consents) can
be accomplished only in accordance with the foregoing procedures.
3. PARTIAL TENDERS AND CONSENTS. Tenders of Notes pursuant to the Offers
(and the corresponding Consents thereto pursuant to the Solicitations) will be
accepted only in respect of principal amounts at maturity equal to $1,000 or
integral multiples thereof. If less than the entire principal amount at maturity
of any Note evidenced by a submitted certificate is tendered, the tendering
Holder must fill in the principal amount at maturity tendered in the last column
of the box entitled "Description of Notes" herein. The entire principal amount
at maturity represented by the certificates for all Notes delivered to the
Exchange Agent will be deemed to have been tendered, and a related Consent in
respect of Omnipoint Notes given. If the entire principal amount at maturity of
all Notes is not tendered or not accepted for purchase (and the related Consent
in respect thereof not given), Notes representing such untendered amount (or in
respect of which a Consent is not given) will be sent (or, if tendered by
book-entry transfer, returned by credit to the account at the Book-Entry
Transfer Facility designated herein) to the Holder unless otherwise provided in
the appropriate box on this Consent and Letter of Transmittal (see Instruction
5), promptly after the Notes are accepted for exchange.
4. SIGNATURES ON THIS CONSENT AND LETTER OF TRANSMITTAL; GUARANTEE OF
SIGNATURES. If this Consent and Letter of Transmittal is signed by the
registered Holder(s) of the Notes tendered hereby, the signature(s) must
correspond with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Consent and Letter of
Transmittal is signed by a participant in one of the Book-Entry Transfer
Facilities whose name is shown as the owner of the Notes tendered hereby, the
signature must correspond with the name shown on the security position listing
as the owner of the Notes.
If any of the Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign the Consent and Letter of Transmittal.
If any tendered Notes are registered in different names on several certificates,
it will be necessary to complete, sign and submit as many separate copies of
this Consent and Letter of Transmittal and any necessary accompanying documents
as there are different names in which Notes are held.
If this Consent and Letter of Transmittal is signed by the Holder, and the
certificates for Notes of Offeror issued in exchange for tendered Notes or any
Notes not tendered or not accepted for exchange are to be issued (or if any
principal amount at maturity of Notes that are not tendered or not accepted for
exchange are to be reissued or returned) to or, if tendered by book-entry
transfer, credited to the account at the Book-Entry Transfer Facility of the
Holder, and checks for payments of the Consent Payment, if applicable, to be
made in connection with the applicable Offer are to be issued to the order of
the Holder, then the Holder need not endorse any certificates for tendered Notes
nor provide a separate bond power. In any other case (including if this Consent
and Letter of Transmittal is not signed by the Holder), the Holder must either
properly endorse the Notes tendered with this Consent and Letter of Transmittal
(executed exactly as the name(s) of the registered Holder(s) appear(s) on such
Notes, and, with respect to a participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Notes, exactly
as the name(s) of the participant(s) appear(s) on such security position
listing), with the signature on the
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<PAGE> 13
endorsement guaranteed by an Eligible Institution, unless such Notes are
executed by an Eligible Institution.
If this Consent and Letter of Transmittal or any Notes are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Offeror of their authority so to act must be submitted with this Consent and
Letter of Transmittal.
Signatures on all Consents and Letters of Transmittal must be guaranteed by
a recognized participant in the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program or the Stock Exchange
Medallion Program (a "Medallion Signature Guarantor"), unless the Notes tendered
thereby are tendered (i) by a registered Holder of the Notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such Notes) who has not completed any of the boxes entitled "Special
Payment/Delivery Instructions" on the Consent and Letter of Transmittal, or (ii)
for the account of a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc. ("NASD") or a
commercial bank or trust company having an office or correspondent in the United
States (each of the foregoing being referred to as an "Eligible Institution").
5. SPECIAL PAYMENT AND SPECIAL DELIVERY INSTRUCTIONS. Tendering Holders
should indicate in the applicable box or boxes the name and address to which
notes of Offeror issued in exchange for tendered Notes or Notes for principal
amounts at maturity not tendered or not accepted for exchange or checks for
payment of the Consent Payment, if applicable, to be made in connection with the
Offers and the Solicitations are to be issued or sent, if different from the
name and address of the registered Holder signing this Consent and Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated. If no instructions are given, Notes not tendered or not accepted for
purchase will be returned to the registered Holder of the Notes tendered. Any
Holder tendering by book-entry transfer may request that Notes not tendered or
not accepted for purchase be credited to such account at the Book-Entry Transfer
Facility as such Holder may designate under the caption "Special Payment
Instructions." If no such instructions are given, any such Notes not tendered or
not accepted for purchase will be returned by crediting the account at the
Book-Entry Transfer Facility designated above.
6. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Under Federal
income tax law, certain United States Holders whose Notes are accepted for
payment are required to provide the Exchange Agent (as payer) with such United
States Holder's correct taxpayer identification number ("TIN") on the Substitute
Form W-9 (included as part of the Consent and Letter of Transmittal). If the
United States Holder is an individual, the TIN is his or her social security
number. If the Depositary is not provided with the correct TIN, the United
States Holder may be subject to a $50 penalty imposed by the IRS. In addition,
payments that are made to such Holder may be subject to backup withholding.
Additionally, any United States Holder who has been notified by the IRS that it
has failed to report all interest and dividends required to be shown on its
federal income tax returns will also be subject to backup withholding. Certain
United States Holders (including, among others, corporations) are not subject to
these backup withholding and reporting requirements. If backup withholding
applies, the Exchange Agent is required to withhold 31% of any payment made to
the United States Holder. Backup withholding is not an additional tax; any
amounts so withheld may be credited against the federal income tax liability of
the United States Holder subject to the withholding. If backup withholding
results in an overpayment of U.S. Federal income taxes, a refund may be obtained
from the IRS provided the required information is furnished.
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<PAGE> 14
To prevent backup withholding, the United States Holder or other payee is
required to complete the Substitute Form W-9 on this Consent and Letter of
Transmittal certifying that the TIN provided on such form is correct and that
such Holder or other payee is not subject to backup withholding. If the Notes
are held in more than one name or are not held in the name of an actual owner,
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance on which number to
report.
7. TRANSFER TAXES. The Offeror will pay all transfer taxes applicable to
the purchase and transfer of Notes pursuant to the Offers, except in the case of
deliveries of certificates for Notes for principal amounts at maturity not
tendered or not accepted for payment that are registered or issued in the name
of any person other than the registered Holder of Notes tendered thereby.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Consent and
Letter of Transmittal.
8. IRREGULARITIES. All questions as to the validity (including time of
receipt) of notices of withdrawal and revocation of Consents will be determined
by the Offeror in the Offeror's sole discretion (whose determination shall be
final and binding). None of the Offeror, Omnipoint or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal of Notes or revocation of Consents, or incur any liability
for failure to give any such notification.
9. WAIVER OF CONDITIONS. The Offeror expressly reserves the absolute
right, in its sole discretion, to amend or waive any of the conditions to the
Offers or the Solicitations in the case of any Notes tendered or Consents
delivered, in whole or in part, at any time and from time to time.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR NOTES. Any
Holder whose certificates for Notes have been mutilated, lost, stolen or
destroyed should write to or telephone the Exchange Agent at the address or
telephone number set forth in the Prospectus.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to the Exchange Agent at its addresses set forth on the back
cover of the Prospectus or from the tendering Holder's broker, dealer,
commercial bank or trust company. Additional copies of the Offer Documents may
be obtained from the Exchange Agent.
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<TABLE>
<C> <S> <C> <C>
PAYER'S NAME:
PART 1 -- PLEASE PROVIDE YOUR TIN IN
THE BOX AT THE RIGHT AND CERTIFY BY --------------------
SIGNING AND DATING BELOW Social Security Number(s)
OR
--------------------
Employer Identification Number
PART 2 -- Certification -- Under penalties of perjury, I certify that (1) The
number shown on this form is my correct Taxpayer Identification Number (or I am
SUBSTITUTE waiting for a number to be issued to me); and (2) I am not subject to backup
FORM W-9 withholding because: (i) I am exempt from backup withholding, (ii) I have not
PAYER'S REQUEST FOR been notified by the Internal Revenue Service (the "IRS") that I am subject to
TAXPAYER IDENTIFICATION backup withholding as a result of a failure to report all interest or dividends
NUMBER ("TIN") or (iii) the IRS has notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS. You must cross out item (2) PART 3 --
in Part 2 above if you have been notified by the IRS that Awaiting TIN [ ]
you are subject to backup withholding because of
under-reporting interest or dividends on your tax returns.
However, if after being notified by the IRS that you were
subject to backup withholding you received another
notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out such item
(2).
---------------------------------------- --------------------
SIGNATURE DATE
----------------------------------------
NAME (PLEASE PRINT)
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS AND THE
SOLICITATIONS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
15
CERTIFICATE OF PERSON AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration office or (b) I intend to mail or deliver an application to
receive a taxpayer identification number to the Exchange Agent, 31% of all
reportable payments made to me will be withheld, but I will be refunded if
I provide a certified taxpayer identification number within 60 days.
<TABLE>
<S> <C>
------------------------------ ------------------------------
SIGNATURE DATE
------------------------------
NAME (PLEASE PRINT)
</TABLE>
16
