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 (Date of earliest event reported): July 28, 2000 (July 23, 2000)
VOICESTREAM WIRELESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-25441 91-198-3600
(Commission File No.) (IRS Employer Identification Number)
3650 131ST AVENUE S.E., BELLEVUE, WASHINGTON 98006
(Address of principal executive office, including ZIP code)
(425) 653-4600
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 23, 2000, VoiceStream Wireless Corporation ("VoiceStream")
announced that it has entered into a definitive merger agreement with Deutsche
Telekom AG ("DT") providing for the merger of VoiceStream and DT. If the merger
is completed, VoiceStream will become a wholly-owned subsidiary of DT, and
holders of VoiceStream common stock will become entitled to receive a
combination of $30 in cash and 3.2 DT shares for each of their VoiceStream
common shares, subject to certain adjustments. In lieu of that combination,
VoiceStream stockholders may elect to receive either 3.7647 DT shares or $200 in
cash for each of their VoiceStream common shares; however, both of those
elections will be subject to proration. VoiceStream stockholders may elect to
receive DT shares in the form of DT ordinary shares, which will be listed on the
Frankfurt Stock Exchange, or DT American Depositary Receipts, which will be
listed on the New York Stock Exchange.
The completion of the merger is subject to regulatory approvals and
other customary conditions, including the approval of VoiceStream's
stockholders. Certain VoiceStream stockholders beneficially owning in the
aggregate more than 50% of the outstanding VoiceStream common stock (calculated
as of the date of the merger agreement) have entered into agreements with DT in
which these stockholders have agreed, among other things, to vote their shares
in favor of the merger.
In a separate transaction, DT has agreed to purchase $5 billion of a
new class of VoiceStream preferred stock having a liquidation preference of
$1280 per share. If the merger agreement is terminated before the merger is
completed, the new preferred stock will become convertible into common stock at
$160 per common share. Prior to conversion the preferred stock will vote
together with the common stock as a single class and will have one vote per
share. If the preferred stock issued to DT is converted into VoiceStream common
stock, DT's ownership of the common stock would be approximately 10% (calculated
as of the date of the merger agreement). VoiceStream has granted DT the right to
purchase its pro rata amount of certain subsequent issuances of equity
securities by VoiceStream in order to permit DT to maintain its percentage
ownership of VoiceStream (subject to limitations), and DT has agreed to a
standstill limiting its ownership of VoiceStream to 33% in the first two years
from July 23, 2000, 36% in the third year and 40% in the fourth and fifth years.
In connection with the merger agreement, VoiceStream and DT also
entered into agreements with Cook Inlet GSM, Inc. and Cook Inlet
Telecommunications, Inc. (collectively, "Cook Inlet") and Providence Media
Partners L.P., Providence Equity Partners III, L.P. and Providence Operating
Partners III, L.P. (collectivelly, "Providence"), relating to various exchange
rights agreements governing the rights of Cook Inlet and Providence to exchange
certain partnership and limited liability company membership interests for
VoiceStream common stock. Pursuant to these agreements, among other things, DT
agreed to accept VoiceStream's obligations under the exchange rights agreements
at the effective time of the merger, and Cook Inlet and Providence agreed to
hold and vote in favor of the merger at least 50.1% of any VoiceStream common
stock they receive pursuant to the exchange rights agreements prior to the date
of the stockholder meeting. In addition, Providence Equity Partners III, L.P.
and Providence Operating Partners III, L.P. entered into an agreement with
VoiceStream to provide for the exchange of their membership interest in a
limited liability company for four million (4,000,000) shares of
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VoiceStream common stock. This agreement amends a prior agreement that allowed
for an exchange of a variable number of shares of VoiceStream common stock based
upon an appraisal of the fair market value of the membership interest at the
time of the exchange.
A copy of the merger agreement is attached hereto as Exhibit 2.1 and
is incorporated herein by reference. Copies of the certificate of designation
for the new class of preferred stock of VoiceStream, as well as the amended
voting agreement, subscription agreement and investor agreement relating to
DT's purchase of the preferred stock of VoiceStream are attached hereto as
Exhibits 4.1, 10.1, 99.1 and 99.2 respectively, and are incorporated herein by
reference. Copies of the agreements with Cook Inlet and the various Providence
entities are attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5 respectively,
and are incorporated herein by reference. The summary contained in this Item 5
is qualified by reference to such exhibits.
A copy of the press release announcing the merger agreement and
DT's $5 billion preferred stock investment is attached hereto as Exhibit 99.3,
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS,
AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of July
23, 2000, between Deutsche Telekom AG and
VoiceStream Wireless Corporation. Schedules and
certain other attachments to this Exhibit have
not been filed; upon request, VoiceStream will
furnish supplementally to the Commission a copy
of any omitted schedule or attachment.
4.1 Form of Certificate of Designation of the
Powers, Preferences and Relative,
Participating, Optional and Other Special
Rights and Qualifications, Limitations and
Restrictions thereof of Convertible Voting
Preferred Stock of VoiceStream Wireless
Corporation.
10.1 First Amended and Restated Voting Agreement,
dated as of July 23, 2000, by and among
VoiceStream Wireless Corporation and the
individuals and entities set forth on
Schedule I thereto.
10.2 Agreement among Cook Inlet GSM, Inc., Cook
Inlet Telecommunications, Inc., Deutsche
Telekom AG, and VoiceStream Wireless
Corporation, dated as of July 23, 2000, and
Exhibit A (Form of Voting and Lock-up
Agreement) thereto.
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10.3 Agreement among Providence Media Partners
L.P., Providence Equity Partners III, L.P.,
Providence Equity Operating Partners III,
L.P., Deutsche Telekom AG and VoiceStream
Wireless Corporation, dated as of July 23,
2000, and Exhibit A (Form of Voting and
Lock-up Agreement) thereto.
10.4 Exchange Rights Acquisition and Grant
Agreement by and among VoiceStream PCS BTA I
Corporation, VoiceStream Wireless Corporation,
Western Wireless Corporation and Providence
Media Partners L.P., dated as of July 23, 2000.
10.5 Exchange Rights Agreement by and between
VoiceStream Wireless Corporation, Providence
Equity Partners III, L.P., and Providence Equity
Operating Partners III, L.P., dated as of
July 23, 2000.
99.1 Stock Subscription Agreement by and between
VoiceStream Wireless Corporation and Deutsche
Telekom AG, dated as of July 23, 2000.
Certain attachments to this Exhibit have not
been filed; upon request, VoiceStream will
furnish supplementally to the Commission a copy
of any omitted attachment.
99.2 Investor Agreement, dated as of July 23, 2000,
by and between Deutsche Telekom AG and
VoiceStream Wireless Corporation. An annex to
this Exhibit has not been filed; upon request,
VoiceStream will furnish supplementally to the
Commission a copy of the omitted annex.
99.3 Press Release, dated as of July 23, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: July 28, 2000
VOICESTREAM WIRELESS CORPORATION
By: /s/ Cregg B. Baumbaugh
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Name: Cregg B. Baumbaugh
Title: Executive Vice President -
Finance, Strategy and
Development
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EXHIBIT LIST
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of July 23, 2000,
between Deutsche Telekom AG and VoiceStream Wireless
Corporation. Schedules and certain other attachments to
this Exhibit have not been filed; upon request,
VoiceStream will furnish supplementally to the Commission
a copy of any omitted schedule or attachment.
4.1 Form of Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and
Other Special Rights and Qualifications, Limitations and
Restrictions thereof of Convertible Voting Preferred
Stock of VoiceStream Wireless Corporation.
10.1 First Amended and Restated Voting Agreement, dated as of
July 23, 2000, by and among VoiceStream Wireless
Corporation and the individuals and entities set forth on
Schedule I thereto.
10.2 Agreement among Cook Inlet GSM, Inc., Cook Inlet
Telecommunications, Inc., Deutsche Telekom AG, and
VoiceStream Wireless Corporation, dated as of July 23,
2000, and Exhibit A (Form of Voting and Lock-up
Agreement) thereto.
10.3 Agreement among Providence Media Partners L.P.,
Providence Equity Partners III, L.P., Providence Equity
Operating Partners III, L.P., Deutsche Telekom AG and
VoiceStream Wireless Corporation, dated as of July 23,
2000, and Exhibit A (Form of Voting and Lock-up
Agreement) thereto.
10.4 Exchange Rights Acquisition and Grant Agreement by and
among VoiceStream PCS BTA I Corporation, VoiceStream
Wireless Corporation, Western Wireless Corporation and
Providence Media Partners L.P., dated as of July 23, 2000.
10.5 Exchange Rights Agreement by and between VoiceStream
Wireless Corporation, Providence Equity Partners III,
L.P., and Providence Equity Operating Partners III, L.P.,
dated as of July 23, 2000.
99.1 Stock Subscription Agreement by and between VoiceStream
Wireless Corporation and Deutsche Telekom AG, dated as
of July 23, 2000. Certain attachments to this Exhibit have
not been filed; upon request, VoiceStream will furnish
supplementally to the Commission a copy of any omitted
attachment.
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99.2 Investor Agreement, dated as of July 23, 2000, by and
between Deutsche Telekom AG and VoiceStream Wireless
Corporation. An annex to this Exhibit has not been filed;
upon request, VoiceStream will furnish supplementally to
the Commission a copy of the omitted annex.
99.3 Press Release, dated as of July 23, 2000.
