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EXHIBIT 99.4
VOICESTREAM WIRELESS CORPORATION
EXCHANGE OFFER FOR
ANY AND ALL OF THE OUTSTANDING
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 SOLICITATION OF CONSENTS
TO PROPOSED AMENDMENTS TO THE INDENTURES RELATED TO THE OMNIPOINT NOTES
June 14, 2000
To our Clients:
Enclosed for your consideration is the Prospectus (as amended or
supplemented from time to time, the "Prospectus") and a form of Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal" and, together with the Prospectus, the
"Offer Documents"), relating to the offers (the "Offers") by VoiceStream
Wireless Corporation, a Delaware corporation (the "Offeror"), to exchange its
10 3/8% Senior Notes due 2009 for any and all 11 5/8% Senior Notes due 2006 and
11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the
"Notes").
Concurrently with the Offers, the Offeror is soliciting (the
"Solicitations") consents (the "Consents") from registered holders of Omnipoint
Notes to the adoption of certain proposed amendments (the "Proposed Amendments")
to the Indentures governing the Notes. The Offeror has offered to pay to each
holder of Omnipoint Notes who validly tenders and delivers Consents to the
Proposed Amendments to the Indentures relating to the Notes (and does not revoke
such Consent) at or prior to 5:00 p.m., New York City time, on the Consent Date,
the applicable Consent Payment, with such payment to be made on the applicable
Payment Date, if, but only if, such Notes are accepted for payment pursuant to
the terms of the Offers.
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Prospectus.
The materials relating to the Offers and the Solicitations are being
forwarded to you as the beneficial owner of Notes carried by us for your account
or benefit but not registered in your name. A tender of any Notes and delivery
of the related Consents with respect to any such Notes may only be made by us as
registered Holder and pursuant to your instructions. Therefore, the Offeror
urges beneficial owners of Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such Holder promptly
if they wish to tender Notes pursuant to the Offers and deliver Consents
pursuant to the Solicitations.
Accordingly, we request instructions as to whether you wish us to tender,
and deliver a Consent with respect to, any or all of the Notes held by us for
your account. We urge you to read carefully the Prospectus and the related
Consent and Letter of Transmittal before instructing us to tender your Notes and
to provide the related Consents with respect to such Notes. Your instructions to
us should be forwarded as promptly as possible in order to permit us to tender
Notes and to provide the related Consents on your behalf in accordance with the
provisions of the applicable Offer and Solicitation. Each Offer will expire at
5:00 p.m., New York City time, on July 21, 2000, unless the applicable
Expiration Date is extended as provided in the Prospectus. Tenders of Notes may
be withdrawn 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 each series of Omnipoint Notes, in
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which case tendered Omnipoint Notes may be withdrawn before the offer expires. A
valid revocation of Consents will render a tender of Notes defective. A
withdrawal of tendered Notes at or prior to 5:00 p.m., New York City time, on
the Consent Date will be deemed a revocation of the related Consents.
Your attention is directed to the following:
1. The Offers are for all outstanding Notes.
2. Holders who desire to tender their Omnipoint Notes pursuant to the
Offers and receive the Consent Payment are required to deliver Consents to
the Proposed Amendments to the Indenture relating to such Notes at or prior
to 5:00 p.m., New York City time, on the Consent Date.
3. If you desire to tender any Notes pursuant to the Offers and
receive the Consent Payment we must receive your instructions in ample time
to permit us to effect a tender of the Notes and deliver the related
Consents on your behalf at or prior to 5:00 p.m., New York City time, on
the Consent Date.
4. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to the Offeror will be paid by the Offeror, except as
provided in the Prospectus and the instructions to the Consent and Letter
of Transmittal.
IF YOU WISH TO HAVE US TENDER AND DELIVER CONSENTS WITH RESPECT TO ANY OR
ALL OF YOUR NOTES HELD BY US FOR YOUR ACCOUNT OR BENEFIT PURSUANT TO THE OFFERS
AND SOLICITATIONS, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING
TO US THE ATTACHED LETTER OF INSTRUCTIONS. The accompanying Consent and Letter
of Transmittal is furnished to you for informational purposes only and may not
be used to tender Notes held by us and registered in our name for your account
or to deliver Consents.
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LETTER OF INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offers and Solicitations by
VoiceStream Wireless Corporation with respect to 11 5/8% Senior Notes due 2006
and 11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the
"Notes").
This will instruct you to tender the Notes, and deliver the undersigned's
Consents with respect to the principal amount of the Notes indicated below held
by you for the account or benefit of the undersigned, pursuant to the terms of
and conditions set forth in the Prospectus dated June 14, 2000 and the related
Consent and Letter of Transmittal.
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OMNIPOINT NOTES WHICH ARE TO BE TENDERED
AND FOR WHICH CONSENTS TO THE APPLICABLE
PROPOSED AMENDMENTS ARE TO BE GIVEN:
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PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF
OF SENIOR NOTES SERIES A NOTES
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