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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
May 3, 1999
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Issuer Name and Ticker or Trading Symbol
VoiceStream Wireless Corporation
(VSTR)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Year)
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7. Individual or Joint/Group Filing (Check applicable line)
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More than One Reporting Person
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<TABLE>
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Table I -- Non-Derivative Securities Beneficially Owned |
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| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
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<S> <C> <C> <C>
| | | |
Common Stock(01) | 02 | 02 | 02 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one Reporting Person, see Instruction
5(b)(v).
FORM 3 (continued)
<TABLE>
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Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
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<S> <C> <C> <C> <C> <C> <C> <C>
Stock Option | | | | | | | |
(right to buy)(01) | Immed. | 1/1/08 | Common Stock | 250 | 03 | 02,04 | 02,04 |
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Stock Option | | | | | | | |
(right to buy)(01) | 05 | 1/1/08 | Common Stock | 03 | 03 | 02,05 | 02,05 |
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</TABLE>
Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners, L.P. ("GSCP"), GS
Advisors, L.P. ("GS Advisors"), Stone Street Fund 1992, L.P. ("Stone Street"),
Bridge Street Fund 1992, L.P. ("Bridge Street" and, together with GSCP and Stone
Street, the "Limited Partnerships"), Stone Street Performance Corp.
("Performance Corp."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman
Sachs Group, Inc. ("GS Group" and, together with GSCP, GS Advisors, Stone
Street, Bridge Street, Performance Corp. and Goldman Sachs, the "Reporting
Persons"). The principal business address of each of the Reporting Persons is 85
Broad Street, New York, New York 10004.
Explanation of Responses:
01: On May 3, 1999, Western Wireless Corporation ("Western Wireless"),
consummated its spin-off of the shares of common stock of VoiceStream Wireless
Corporation ("Common Stock") owned by it to the holders of Class A common stock
and Class B common stock of Western Wireless (the "Spin-Off"). In the Spin-Off
transaction, Western Wireless distributed to each of its shareholders one share
of Common Stock for each share of Class A and/or Class B common stock of Western
Wireless owned by such shareholder. Beneficial ownership of the Common Stock to
the extent described herein was acquired by the Filing Persons pursuant to the
Spin-Off.
02: GS Group may be deemed to own beneficially and directly 68,821 shares of
Common Stock and Goldman Sachs and GS Group may be deemed to own beneficially
and indirectly in the aggregate 9,730,208 shares of Common Stock through the
Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general
partner or managing general partner of the Limited Partnerships. Goldman Sachs
is the investment manager of GSCP. Goldman Sachs is an indirect wholly-owned
subsidiary of GS Group. Goldman Sachs and GS Group each disclaim beneficial
ownership of the securities owned by the Limited Partnerships except to the
extent of their pecuniary interest therein.
GSCP may be deemed to own beneficially and directly and its general partner, GS
Advisors, may be deemed to own beneficially and indirectly 8,986,738 shares of
Common Stock. GS Advisors disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
Stone Street may be deemed to own beneficially and directly and its general
partner Performance Corp., may be deemed to own beneficially and indirectly
470,401 shares of Common Stock. Performance Corp. disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
Bridge Street may be deemed to own beneficially and directly and its managing
general partner Performance Corp., may be deemed to own beneficially and
indirectly 273,069 shares of Common Stock. Performance Corp. disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
03: The number of shares and grant price has not been determined at this time
and will be determined by a formula based on a future occurrence.
04: These options were issued in connection with the Spin-Off in respect of
vested options granted to a managing director of Goldman Sachs in his capacity
as a director of Western Wireless. That managing director also serves as a
director of VoiceStream Wireless Corporation (the "Company"). That managing
director has an understanding with GS Group pursuant to which he holds the stock
options for the benefit of GS Group.
05: These options where issued in connection with the Spin-Off in respect of
unvested options granted to a managing director of Goldman Sachs in his capacity
as a director of Western Wireless. That managing director also serves as a
director of the Company. That managing director has an understanding with GS
Group pursuant to which he holds the stock options for the benefit of GS Group.
These options vest in 3 equal installments over three years, beginning January
1, 2000.
Signatures:
GOLDMAN, SACHS & CO.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1992, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1992, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET PERFORMANCE CORP.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Date: May 13, 1999
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Alternatively, this form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
