SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
VoiceStream Wireless Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
928615103
--------------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized
to receive notices and communications)
September 17, 1999
--------------------------------------
(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.
<PAGE>
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CUSIP No. 928615103
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________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldman, Sachs & Co.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
AF; OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 10,017,068
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
10,017,068
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
PERSON
10,017,068
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
BD-PN-IA
________________________________________________________________________________
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<PAGE>
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CUSIP No. 928615103
- --------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Goldman Sachs Group, Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
AF; OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
68,821
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 10,017,318
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 68,821
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
10,017,318
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,086,139
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
HC-CO
________________________________________________________________________________
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CUSIP No. 928615103
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________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Advisors, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
AF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 8,986,738
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
8,986,738
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
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<PAGE>
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CUSIP No. 928615103
- --------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Capital Partners, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 8,986,738
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
8,986,738
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
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<PAGE>
- --------------------
CUSIP No. 928615103
- --------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street Fund 1992, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 470,401
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
470,401
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,401
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
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<PAGE>
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CUSIP No. 928615103
- --------------------
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bridge Street Fund 1992, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 273,069
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
273,069
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,069
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
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<PAGE>
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CUSIP No. 928615103
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________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street Performance Corp.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
AF
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________________________________________
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 743,470
OWNED BY _________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH _________________________________________________________________
10. SHARED DISPOSITIVE POWER
743,470
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,470
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
CERTAIN SHARES
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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<PAGE>
Preliminary Statement
This Amendment No. 2 supplements the Schedule 13D filed by the Filing
Persons with the Securities and Exchange Commission on May 13, 1999 and June 25,
1999 (the Amendment No. 1 to Schedule 13D filed on June 23, 1999 shall be
hereinafter referred to as "Amendment No. 1"), relating to the common stock, no
par value (the "Common Stock"), of VoiceStream Wireless Corporation, a
Washington corporation (the "Company"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings ascribed to them in the
original Schedule 13D.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of the Transaction.
No change.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety as follows:
(a) As of September 23, 1999, GS Capital and GS Advisors, L.P., through
GS Capital's beneficial ownership of 8,986,738 shares of Common Stock, may each
be deemed to have beneficially owned 8,986,738 shares of Common Stock,
representing approximately 9.4% of the outstanding shares of Common Stock
reported to be outstanding as of June 30, 1999 (as reported in the Company's
Form 10-Q for the quarter ended June 30, 1999 (the "Form 10-Q")).
As of September 23, 1999, Stone Street, through its beneficial
ownership of 470,401 shares of Common Stock, may be deemed to have beneficially
owned 470,401 shares of Common Stock, representing approximately 0.5% of the
outstanding shares of Common Stock expected to be outstanding as of June 30,
1999 (as reported in the Form 10-Q). As of September 23, 1999, Bridge Street,
through its beneficial ownership of 273,069 shares of Common Stock, may be
deemed to have beneficially owned 273,069 shares of Common Stock, representing
approximately 0.3% of the
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<PAGE>
outstanding shares of Common Stock reported to be outstanding as of June 30,
1999 (as reported in the Form 10-Q). As of September 23, 1999, Performance may
be deemed to have beneficially owned 743,470 shares of Common Stock which as of
such date may be deemed to have been beneficially owned by the Other Limited
Partnerships as herein described. Accordingly, as of September 23, 1999,
Performance may be deemed to have beneficially owned approximately 0.8% of the
outstanding shares of Common Stock reported to be outstanding as of June 30,
1999 (as reported in the Form 10-Q).
As of September 23, 1999, Goldman Sachs may be deemed to have
beneficially owned 9,730,208 shares of Common Stock which as of such date may be
deemed to have been beneficially owned by the Limited Partnerships as herein
described. In addition, as of September 23, 1999, Goldman Sachs may be deemed to
have beneficially owned 286,125 shares of Common Stock held in Managed Accounts
and 735 shares held as a result of ordinary course trading activities of Goldman
Sachs in the shares of common stock of Western Wireless prior to the spin-off.
Accordingly, as of September 23, 1999, Goldman Sachs may be deemed to have
beneficially owned approximately 10.5% of the outstanding shares of Common Stock
reported to be outstanding as of June 30, 1999 (as reported in the Form 10-Q).
As of September 23, 1999, GS Group, through its direct beneficial
ownership of 68,821 shares of Common Stock, may be deemed to have beneficially
owned 68,821 shares of Common Stock, and may be deemed to have beneficially
owned 9,730,208 shares of Common Stock which as of such date may be deemed to
have been beneficially owned by the Limited Partnerships as herein described. In
addition, as of September 23, 1999, GS Group may be deemed to have beneficially
owned 286,125 shares of Common Stock held in Managed Accounts and 735 shares
held as a result of ordinary course trading activities of Goldman Sachs in the
shares of common stock of Western Wireless prior to the spin-off. In addition,
GS Group may be deemed to beneficially own 250 shares of Common Stock issuable
upon exercise of vested options held by Terence M. O'Toole, a Managing Director
of Goldman Sachs, for the benefit of GS Group. Accordingly, as of September 23,
1999, GS Group may be deemed to have beneficially owned approximately 10.6% of
the outstanding shares of Common Stock reported to be outstanding as of June 30,
1999 (as reported in the Form 10-Q and including the 250 shares issuable upon
exercise of the aforementioned options held by Terence M. O'Toole for the
benefit of GS Group).
None of the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedules I, II-A or II-B to this
statement, beneficially owns any shares of
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<PAGE>
Common Stock as of September 23, 1999, other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and
to dispose or direct the disposition of shares of Common Stock beneficially
owned by such Filing Person as indicated in pages 2 through 8 above.
(c) Schedule IV sets forth the transactions in the Common Stock which
have been effected during the period from July 19, 1999 through September 23,
1999, all of which were effected on behalf of Managed Accounts in the ordinary
course of business of Goldman Sachs. The transactions in the Common Stock,
described in Schedule IV, were effected in the NASDAQ National Market. Except as
set forth in Schedule IV, no transactions in the Common Stock were effected by
the Filing Persons, or, to the knowledge of any of the Filing Persons, any of
the persons listed on Schedules I, II-A or II-B hereto, during the period from
July 19 through September 23, 1999.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock held in Managed Accounts, no other
person is known by any Filing Person to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships Involving Securities of the
Issuer.
Item 6 is hereby amended by adding the following additional paragraphs:
On September 17, 1999, the Company, VoiceStream Wireless Holding
Corporation, a Delaware corporation ("Holding"), Aerial Communications, Inc., a
Delaware corporation ("Aerial"), Telephone and Data Systems, Inc., a Delaware
corporation ("TDS"), and VoiceStream Subsidiary III Corporation, a Delaware
corporation and wholly owned subsidiary of Holding ("Sub"), entered into an
Agreement and Plan of Reorganization, dated as of September 17, 1999 (the
"Aerial Reorganization Agreement"), pursuant to which a merger of Sub into
Aerial is contemplated (the "Merger"). In conjunction with the Aerial
Reorganization Agreement, the Filing Persons, certain other stockholders of the
Company, the Company, Aerial and TDS entered into a Parent Stockholder
Agreement, dated as of September 17, 1999 (the
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<PAGE>
"Parent Stockholder Agreement"), which provides that the parties thereto shall
vote their shares of the Common Stock for (i) the election to the board of
directors of the Company so long as TDS beneficially owns at least 4,500,000
shares of Common Stock, one member, who shall be an individual designated by TDS
but who is not an officer, director, management level employee or affiliate of
TDS, or of any person in which TDS or any affiliate of TDS has an "attributable
interest" (as defined by applicable FCC rules and regulations) (a "Qualified
Designee"); provided, however, that the Company shall have the right to approve
such designee, which approval shall not be unreasonably withheld; and provided
further, however, that if TDS owns more than 9,800,000 shares of the Common
Stock and Sonera Ltd., a Finnish limited liability company, and its affiliates
own less than 4,500,000 shares of the Common Stock, then TDS shall have the
right to designate two Qualified Designees as directors of the Company, and (ii)
the directors designated pursuant to that Merger Voting Agreement referred to in
Amendment No. 1, the Reorganization Agreement with Omnipoint referred to in
Amendment No. 1, and a letter agreement, dated June 23, 1999 with Hutchinson
Telecommunications PCS (USA) Limited, a British Virgin Islands Corporation (the
"Hutchinson Letter").
In addition, the parties to the Parent Stockholder Agreement have
agreed to attend a meeting of the Company's stockholders, in person or by proxy,
and to vote or cause to be voted the number of shares of Common Stock
beneficially owned by them set forth in a schedule to the Parent Stockholder
Agreement (the "Scheduled Shares") in favor of (i) the adoption and approval of
the Aerial Reorganization Agreement, and (ii) the Merger, and any other matters
necessary to consummate the transactions contemplated in the Aerial
Reorganization Agreement.
In addition, pursuant to the Parent Stockholder Agreement, the parties
hereto have agreed, upon the consummation of the Merger, to enter into a new
voting agreement on terms mutually satisfactory to the parties thereto, and
pursuant to which (i) the voting arrangements which existed under the Voting
Agreement described in Amendment No. 1 will apply to Holding, (ii) the voting
arrangements set forth above shall be effectuated, the Hutchinson Letter shall
be effectuated and the provisions of Section 7.4 of the Reorganization Agreement
with Omnipoint (as described in Amendment No. 1) shall be effectuated.
Finally, from and after the date of the Parent Stockholder Agreement
through the earlier of the effective time of the transactions contemplated by
the Aerial Reorganization Agreement and the termination of the Parent
Stockholder Agreement, the Filing Persons and each of certain other stockholders
of the Company have agreed not to sell or otherwise dispose of, any of the
Scheduled Shares beneficially owned by such stockholder unless, as a condition
to such sale, each transferee agrees to be bound by the provisions of the Parent
Stockholder Agreement applicable to the stockholders of the Company.
The foregoing description of the Parent Stockholder Agreement is
subject to, and qualified in its entirety by reference to, the form of Parent
Stockholder Agreement, which is
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<PAGE>
filed as exhibit 99.5 hereto and incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
99.5 Parent Stockholder Agreement, dated as of September 17, 1999,
by and among Aerial, TDS, the Company, Holding, the Filing Persons and certain
other stockholders of VoiceStream Wireless Corporation.
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<PAGE>
SIGNATURE
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: September 28, 1999
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger s. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
GS ADVISORS, L.P.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
GS CAPITAL PARTNERS, L.P.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
STONE STREET FUND 1992, L.P.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
BRIDGE STREET FUND 1992, L.P.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
STONE STREET PERFORMANCE CORP.
By: /s/ Roger S. Begelman
-----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
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<PAGE>
SCHEDULE II-A
The name, position and present principal occupation of each director
and executive officer of GS Advisors, Inc., the sole general partner of GS
Advisors, L.P., which is the sole general partner of GS Capital Partners, L.P.,
are set forth below.
The business address for all the executive officers and directors
listed below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New
York, New York 10004. The business address of Henry Cornell is 3 Garden Road,
Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London
EC4A 2BB, England.
All executive officers and directors listed below are United States
citizens.
Name and Present Principal Occupation Position
- ------------------------------------- --------
Richard A. Friedman Director/President
Managing Director of Goldman,
Sachs & Co.
Terence M. O'Toole Director/Vice President
Managing Director of Goldman,
Sachs & Co.
Elizabeth S. Fascitelli Treasurer
Managing Director of Goldman,
Sachs & Co.
Joseph H. Gleberman Director/Vice President
Managing Director of Goldman,
Sachs & Co.
Henry Cornell Vice President
Managing Director of Goldman,
Sachs (Asia) L.L.C.
Barry S. Volpert Director/Vice President
Managing Director of Goldman
Sachs International
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<PAGE>
Eve M. Gerriets Vice President/Secretary
Vice President of Goldman,
Sachs & Co.
David J. Greenwald Assistant Secretary
Managing Director of Goldman,
Sachs & Co.
Esta E. Stecher Assistant Secretary
Managing Director of Goldman,
Sachs & Co.
James B. McHugh Assistant Secretary
Vice President of Goldman,
Sachs & Co.
C. Douglas Fuge Assistant Treasurer
Managing Director of Goldman,
Sachs & Co.
Dan H. Jester Assistant Treasurer
Managing Director of Goldman,
Sachs & Co.
David A. Viniar Assistant Treasurer
Managing Director of Goldman,
Sachs & Co.
Katherine B. Enquist Vice President
Vice President of Goldman,
Sachs & Co.
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<PAGE>
SCHEDULE IV
VoiceStream Wireless Corporation
Cusip No. 928615103
Purchases Sales Price Trade Date Settlement Date
- --------- ----- ----- ---------- ---------------
1,000 37.4375 20-Jul-99 23-Jul-99
2,000 37.4375 20-Jul-99 23-Jul-99
5,000 44.2500 28-Jul-99 2-Aug-99
5,327 53.4375 10-Sep-99 15-Sep-99
10,000 54.6250 14-Sep-99 17-Sep-99
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.5 Parent Stockholder Agreement, dated as of September 17, 1999, by
and among Aerial, TDS, the Company, Holding, the Filing Persons
and certain other stockholders of VoiceStream Wireless
Corporation.
PARENT STOCKHOLDER AGREEMENT
PARENT STOCKHOLDER AGREEMENT, dated as of September 17, 1999 (this
"Agreement") by and among Aerial Communications, Inc., a Delaware corporation
("Company"), Telephone and Data Systems, Inc., a Delaware corporation ("TDS"),
VoiceStream Wireless Corporation, a Washington corporation ("VoiceStream"),
VoiceStream Wireless Holding Corporation, a Delaware corporation
("Holding")(VoiceStream and Holding are collectively referred to as Parent as
provided in Section 1(b)) and the individuals and entities set forth on Schedule
I hereto (each a "Parent Stockholder" and, collectively, the "Parent
Stockholders").
RECITALS
WHEREAS, each Parent Stockholder is a stockholder of VoiceStream;
WHEREAS, Company, VoiceStream, Holding, VoiceStream Subsidiary III
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Sub"), and Telephone and Data Systems, Inc. ("TDS") are entering into an
Agreement and Plan of Reorganization, dated as of September 17, 1999 (the
"Reorganization Agreement"), providing for, among other things, the merger of
Sub with and into Company and the conversion of shares of Company Common Stock
into shares of Parent Common Stock, par value $0.001(the "Parent Common Stock");
WHEREAS, the Board of Directors of Parent, at a meeting duly called and
held, duly adopted resolutions approving, among other things, the Reorganization
Agreement and the Reorganization, determining that the Reorganization and the
issuance (the "Parent Share Issuance") of shares of Parent Common Stock in
accordance with the Reorganization to be fair to, and in the best interests of,
Parent's stockholders;
WHEREAS, each Parent Stockholder owns beneficially the number of shares
of Parent Common Stock set forth opposite such Parent Stockholder's name in
Schedule I hereto (the "VoiceStream Scheduled Shares"); and
WHEREAS, as a condition to Company's willingness to enter into the
Reorganization Agreement and as a condition to TDS's willingness to enter into a
stockholder agreement (the "TDS Stockholder Agreement") with respect to the
Reorganization Agreement, each of Company and TDS has required that each Parent
Stockholder agree, and in order to induce Company to enter into the
Reorganization Agreement and to induce TDS to enter into the
<PAGE>
TDS Stockholder Agreement, each Parent Stockholder has agreed, to
enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Defined Terms and Certain Matters. (a) Capitalized terms used in
this Agreement that are not defined herein shall have such meanings as set forth
in the Reorganization Agreement.
(b) VoiceStream, Holding and Omnipoint Corporation, a Delaware
corporation ("Omnipoint"), have entered into an Agreement and Plan of
Reorganization dated as of June 23, 1999 (the "Omnipoint Agreement") providing
for, among other things, the acquisition of Omnipoint. VoiceStream shall be the
Parent for purposes of this Agreement until the earlier of the closing of the
reorganization contemplated by the Omnipoint Agreement ("Omnipoint
Reorganization") or the Merger provided for in the Reorganization Agreement.
"Qualified Designee" shall mean an individual who is not an officer,
director, management level employee or Affiliate of TDS, or of any Person in
which TDS or any Affiliate of TDS has an "attributable interest" (as defined by
applicable FCC rules and regulations) designated by TDS provided that Parent
shall have the right to approve the designee, which approval shall not be
unreasonably withheld.
"Beneficially Owned" and "Beneficial Ownership" have the meaning set
forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange
Act; except that no broker or dealer or any affiliate thereof shall be deemed to
Beneficially Own shares of Common Stock, the beneficial ownership of which is
acquired in the ordinary course of the activities of a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934, as amended,
including, but not limited to, the acquisition of beneficial ownership of such
securities as a result of any market-making or underwriting activities
(including any shares acquired for the investment account of a broker or dealer
in connection with such underwriting activities), or the exercise of investment
or voting discretion authority over any of its customer accounts, or the
acquisition in good faith of such securities in connection with the enforcement
of payment of a debt previously contracted.
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<PAGE>
2. Voting Agreement and Director Designees.
(a) Parent Stockholders are parties to a Voting Agreement, dated May 3,
1999 ("VoiceStream Voting Agreement"), pursuant to which each Parent Stockholder
agreed on the terms set forth in the VoiceStream Voting Agreement to vote the
shares of Parent Common Stock Beneficially Owned by it at the time of a vote in
favor of directors designated by such Parent Stockholders. On June 23, 1999 the
Parent Stockholders entered into an Agreement (the "Omnipoint Voting Agreement")
with certain stockholders of Omnipoint (the "Omnipoint Stockholders") in which
they agreed, among other things, to terminate the VoiceStream Voting Agreement
and enter into a new Voting Agreement on terms mutually satisfactory to
Omnipoint Stockholders and Parent Stockholders ("Newco Voting Agreement") which
will set forth voting arrangements which will apply to Holding after the
Omnipoint Reorganization. The Parent Stockholders and TDS hereby agree as
follows: (i) if at the Effective Time the Omnipoint Reorganization has not been
consummated, the Parent Stockholders and TDS shall enter into a voting agreement
("Newco Voting Agreement II") effective on the Effective Time on terms mutually
satisfactory to the Parent Stockholders and TDS, pursuant to which (w) the
voting arrangements which existed under the VoiceStream Voting Agreement will
apply to Parent, (x) the provisions of Section 2(b) below shall also be
effectuated, (y) the provisions of the letter agreement, dated June 23, 1999
("Hutchison Letter"), with Hutchinson will be effectuated, and (z) upon
consummation of the Omnipoint Reorganization, the provisions of Section 7.4 of
the Omnipoint Agreement shall be effectuated; (ii) if at the Effective Time the
Omnipoint Reorganization has been consummated, the Parent Stockholders and TDS
shall enter into, and shall use reasonable efforts to seek to have the Omnipoint
Stockholders to enter into, Newco Voting Agreement II, effective on the
Effective Time on terms mutually satisfactory to the Parent Stockholders, TDS
and the Omnipoint Stockholders effectuating each of clauses (w), (x), (y) and
(z) above. If the Omnipoint Stockholders do not enter into Newco Voting
Agreement II which shall be effective at the Effective Time, the Parent
Stockholders and TDS shall enter into Newco Voting Agreement II effective at the
Effective Time, it being understood and agreed that the Parent Stockholders and
the Omnipoint Stockholders will still enter into the Newco Voting Agreement.
(b) Pursuant to Newco Voting Agreement II each of the Parent
Stockholders and TDS (and the Omnipoint Stockholders if they agree to enter into
such agreement) shall agree, on the terms set forth therein, to vote, or cause
to be voted, all of
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<PAGE>
the shares of Parent Common Stock Beneficially Owned by it at the time of the
vote in person or by proxy (and shall take all other necessary or desirable
action within TDS or such Parent Stockholder's control including attendance at
meetings in person or by proxy for purposes of obtaining a quorum and execution
of written consents in lieu of meetings), for the election and continuation in
office of (i) one (1) Qualified Designee as director of Parent so long as TDS
Beneficially Owns at least 4,500,000 shares of Parent Common Stock; provided,
however if TDS owns more than 9,800,000 shares of Parent Common Stock and Sonera
Ltd. and its Affiliates own less than 4,500,000 shares of Parent Common Stock,
TDS shall be permitted to designate two (2) Qualified Designees as directors of
Parent; (ii) the directors designated by the Parent Stockholders pursuant to the
VoiceStream Voting Agreement (as restated in Newco Voting Agreement II), the
Hutchison Letter and Section 7.4 of the Omnipoint Agreement.
(c) By their execution of this Agreement each Parent Stockholder
severally agrees to be bound by the provisions of Sections 6(a) and 6(b) of the
Investor Agreement, dated as of September 17, 1999, among Sonera Ltd.,
VoiceStream and Holding and agree that Sonera Ltd. shall be a third party
beneficiary of this sub clause (c).
(d) Parent agrees if necessary, to amend the Bylaws of Parent, to
increase the number of authorized directors to a number sufficient to satisfy
the obligations in the VoiceStream Voting Agreement, Newco Voting Agreement and
Newco Voting Agreement II, as applicable.
3. Covenants of Each Parent Stockholder. Until the earlier of the
Effective Time or the termination of this Agreement in accordance with Section
5, each Parent Stockholder covenants and agrees as follows:
(a) Each Parent Stockholder hereby agrees to attend the Parent
Stockholders' Meeting, in person or by proxy, and to vote (or cause to be voted)
all VoiceStream Scheduled Shares owned by such Parent Stockholder at the time of
the Parent Stockholders' Meeting in favor of adoption and approval of the
Reorganization Agreement, the Merger and the Parent Share Issuance and any other
matters necessary to consummate the transactions contemplated in the
Reorganization Agreement; such agreement to vote shall apply also to any
adjournment or adjournments of the Parent Stockholders' Meeting.
(b) Each of John W. Stanton, Theresa E. Gillespie, PN Cellular, Inc.,
Stanton Family Trust, Stanton Communications
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<PAGE>
Corporation, Hutchison Telecommunications Holdings (USA) Limited and Hutchison
Telecommunications PCS (USA) Limited (collectively the "Designated Parent
Stockholders") hereby agrees not to sell, transfer, pledge, encumber or
otherwise dispose of (collectively, "Transfer") any of its VoiceStream Scheduled
Shares, unless, as a condition to any such Transfer, each transferee (or, in the
case of a pledge or similar transfer, each pledge or similar conditional
transferee) of any such shares, prior to such Transfer (or, in the case of a
pledge or similar transfer, prior to taking title to or exercising any rights
with respect to the applicable VoiceStream Scheduled Shares), agrees in writing
to be bound by the provisions of Sections 3 and 5 through 16 of this Agreement
applicable to the Parent Stockholders (and such transferee shall thereby become
a Parent Stockholder for all purposes of Sections 3 and 5 through 16 of this
Agreement). Any Transfer by a Designated Parent Stockholders of such shares and
securities without compliance with this Section 3(b) of this Agreement shall be
null and void and such transferee shall have no rights as a stockholder of
VoiceStream.
(c) To the extent inconsistent with the foregoing provisions of this
Section 3, each Parent Stockholder hereby revokes any and all previous proxies
with respect to such Parent Stockholder's VoiceStream Scheduled Shares.
4. Representations and Warranties of Parent Stockholder. Each Parent
Stockholder, severally, as to such Parent Stockholder, represents and warrants
(which representations shall continue for the term of this Agreement) to each of
Company and TDS as follows:
(a) Such Parent Stockholder has the legal capacity, power and authority
to enter into and perform all of such Parent Stockholder's obligations under
this Agreement. To the extent such Parent Stockholder is a legal entity, the
execution, delivery and performance of this Agreement by such Parent Stockholder
has been duly authorized by all requisite corporate or other entity action and
does not violate such Parent Stockholder's organizational documents. The
execution, delivery and performance of this Agreement by such Parent Stockholder
does not violate any other instrument or agreement or any law, regulation or
order applicable to such Parent Stockholder or its assets, including, without
limitation, any voting agreement, stockholders agreement or voting trust. This
Agreement has been duly and validly executed and delivered by such Parent
Stockholder and constitutes a valid and binding agreement of such Parent
Stockholder, enforceable against such Parent Stockholder in accordance with its
terms.
-5-
<PAGE>
(b) (i) Such Parent Stockholder is the beneficial owner of, and has
good and marketable title to, the VoiceStream Scheduled Shares set forth
opposite its name on Schedule I, and (ii) such Parent Stockholder has the sole
right to vote, the sole power of disposition with respect to, and the sole power
to demand appraisal rights with respect to, the VoiceStream Scheduled Shares set
forth opposite its name on Schedule I, and none of such shares is subject to any
voting trust, proxy or other agreement, arrangement or restriction with respect
to the voting of such shares which in any way limits, restricts or conflicts
with this Agreement.
5. Termination. This Agreement shall terminate upon the earlier of (i)
termination of the Reorganization Agreement as provided for in Section 8.1 of
the Reorganization Agreement or (ii) the later of (A) the Effective Time or (B)
full execution of Newco Voting Agreement II as provided for in Section 2(a).
6. Further Assurances. Each Parent Stockholder, Company and TDS will,
from time to time, execute and deliver, or cause to be executed and delivered,
such additional or further consents, proxies, documents and other instruments as
the other may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement.
7. Successors, Assigns and Transferees Bound. This Agreement shall be
binding upon the successors, assigns and, to the extent set forth in Section
3(b) hereof with respect to Designated Parent Stockholders, transferees of the
parties hereto, and the parties hereto shall take any and all actions necessary
to obtain the written confirmation from any such successor, assignee and, to the
extent set forth in Section 3(b) hereof with respect to Designated Parent
Stockholders, transferee that it is bound by the terms hereof.
8. Remedies. Each party hereto acknowledges that money damages would be
both incalculable and an insufficient remedy for any breach of this Agreement by
it, and that any such breach would cause the other party irreparable harm.
Accordingly, each party agrees that in the event of any breach or threatened
breach of this Agreement, the other party, in addition to any other remedies at
law or in equity it may have, shall be entitled, without the requirement of
posting a bond or other security, to equitable relief, including injunctive
relief and specific performance.
9. Submission to Jurisdiction. Each party hereto hereby irrevocably
submits in any suit, action or proceeding
-6-
<PAGE>
arising out of or related to this Agreement or any of the transactions
contemplated hereby or thereby to the exclusive jurisdiction of the United
States District Court for the District of Delaware and the courts of the State
of Delaware and waives any and all objections to jurisdiction that it may have
under the laws of the State of Delaware or the United States and any claim or
objection that any such court is an inconvenient forum.
10. Severability. The invalidity or unenforceability of any provision
of this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction, or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
11. Amendment. This Agreement may be amended only by means of a written
instrument executed and delivered by each of the Parent Stockholders, Company
and TDS.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
13. Counterparts. For the convenience of the parties, this Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
14. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, sent by overnight
courier (providing proof of delivery) or telecopied (with a confirmatory copy
sent by overnight courier) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(a) if to Company, to
Aerial Communications, Inc.
8410 West Bryn Mawr, Suite 1100
Chicago, Illinois 60631
Attn: President
Telecopy No.: 773-399-4147
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<PAGE>
with a copy to:
Aerial Company Communications, Inc.
c/o Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-853-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
(b) if to TDS, to
Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-853-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
(c) if to VoiceStream, to
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Suite 400
Bellevue, WA 98006
Attention: General Counsel
Telecopy No.: 425-586-8080
with a copy to:
Friedman Kaplan & Seiler
875 Third Avenue
New York, NY 10022
Attn: Barry A. Adelman, Esq.
Telecopy No.: 212-355-6401
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<PAGE>
and
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Attn: Richard B. Dodd, Esq.
Telecopy No.: 206-623-7022
(d) if to Holding, to
VoiceStream Wireless Holding Corporation
3650 131st Avenue S.E.
Suite 400
Bellevue, WA 98006
Attention: General Counsel
Telecopy No.: 425-586-8080
with a copy to:
Friedman Kaplan & Seiler
875 Third Avenue
New York, NY 10022
Attn: Barry A. Adelman, Esq.
Telecopy No.: 212-335-6401
and
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Attn: Richard B. Dodd, Esq.
Telecopy No.: 206-623-7022
(e) if to a Parent Stockholder, to it at the corresponding address set
forth on Schedule I hereto.
15. Limitation on Liability. No party hereto shall have any liability
hereunder for any acts or omissions of any other party hereto.
16. Expenses. Each party hereto shall bear its own expenses incurred in
connection with this Agreement.
* * * * * *
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<PAGE>
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date noted above.
AERIAL COMMUNICATIONS, INC.
By: /s/ LeRoy T. Carlson, Jr.
-----------------------------------
Name: LeRoy T. Carlson, Jr.
Title: Chairman
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
-----------------------------------
Name: LeRoy T. Carlson
Title: Chairman
PARENT STOCKHOLDERS:
HELLMAN & FRIEDMAN CAPITAL PARTNERS II,
L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Hellman & Friedman Investors, L.P.,
its general partner
By: Hellman & Friedman Investors,
Inc., its general partner
By: /s/ Mitchell Cohen
---------------------------
Name: Mitchell Cohen
Title: Vice President
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<PAGE>
H&F ORCHARD PARTNERS, L.P., A CALIFORNIA
LIMITED PARTNERSHIP
By: H&F Orchard Investors, L.P., its
general partner
By: H&F Orchard Investors, Inc.,
its general partner partner
By: /s/ Mitchell Cohen
---------------------------
Name: Mitchell Cohen
Title: Vice President
H&F INTERNATIONAL PARTNERS, L.P., A
CALIFORNIA LIMITED PARTNERSHIP
By: H&F International
Investors, L.P.,
its general partner
By: H&F International
Investors, Inc., its
general partner partner
By: /s/ Mitchell Cohen
-------------------
Name: Mitchell Cohen
Title: Vice President
/s/ John W. Stanton
-------------------------
John W. Stanton
/s/ Theresa E. Gillespie
-------------------------
Theresa E. Gillespie
PN CELLULAR, INC.
By: /s/ John W. Stanton
---------------------
Name: John W. Stanton
Title:
STANTON FAMILY TRUST
By: /s/ Theresa E. Gillespie
------------------------------
Name: Theresa E. Gillespi
Title: Trustee
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<PAGE>
STANTON COMMUNICATIONS CORPORATION
By: /s/ John W. Stanton
-------------------------------
Name: John W. Stanton
Title:
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<PAGE>
GS CAPITAL PARTNERS, L.P.
By: GS Advisors L.P., General
Partner
By: GS Advisors, Inc., General
Partner
By: /s/ Eve M. Gerriets
---------------------------
Name: Eve M. Gerriets
Title: Vice President
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Joseph H. Glebermer
-------------------------------
Name: Joseph H. Glebermer
Title: Vice President
BRIDGE STREET FUND 1992, L.P.
By: Stone Street Performance Corp.,
Managing General Partner
By: /s/ Eve M. Gerriets
-------------------------------
Name: Eve M. Gerriets
Title: Vice President
STONE STREET FUND 1992, L.P.
By: Stone Street Performance Corp.,
General Partner
By: /s/ Eve M. Gerriets
-------------------------------
Name: Eve M. Gerriets
Title: Vice President
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<PAGE>
PROVIDENCE MEDIA PARTNERS L.P.
By: Providence Media G.P. Limited
Partnership, General Partner
By: Providence Ventures L.P.,
General Partner
By: /s/ Jonathan M. Nelson
--------------------------
Name: Jonathan M. Nelson
Title: President
HUTCHISON TELECOMMUNICATIONS
HOLDINGS (USA) LIMITED
By: /s/ Canning Fok
-------------------------------
Name: Canning Fok
Title: Director
By: /s/ Edith Shih
-------------------------------
Name: Edith Shih
Title: Company Secretary
HUTCHISON TELECOMMUNICATIONS PCS
(USA) LIMITED
By: /s/ Canning Fok
-------------------------------
Name: Canning Fok
Title: Director
By: /s/ Edith Shih
-------------------------------
Name: Edith Shih
Title: Company Secretary
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<PAGE>
SCHEDULE I
PARENT STOCKHOLDERS
NUMBER OF PARENT
NAME AND ADDRESS OF STOCKHOLDER SHARES
- ------------------------------- ----------------
Hellman & Friedman Capital Partners II, L.P. __________
c/o Hellman & Friedman LLC
One Maritime Plaza, Suite 1200
San Francisco, California 94111
Attention: Mitchell R. Cohen
Fax: 415-788-0176
H&F Orchard Partners, L.P. __________
c/o Hellman & Friedman
One Maritime Plaza, Suite 1200
San Francisco, California 94111
Attention: Mitchell R. Cohen
Fax: 415-788-0176
H&F International Partners, L.P. __________
c/o Hellman & Friedman
One Maritime Plaza, Suite 1200
San Francisco, California 94111
Attention: Mitchell R. Cohen
Fax: 415-788-0176
GS Capital Partners, L.P. __________
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000
The Goldman Sachs Group, Inc. __________
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000
Bridge Street Fund 1992, L.P. __________
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000
<PAGE>
NUMBER OF PARENT
NAME AND ADDRESS OF STOCKHOLDER SHARES
- ------------------------------- ----------------
Stone Street Fund 1992, L.P. __________
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000
Providence Media Partners L.P. __________
c/o Providence Ventures, Inc.
900 Fleet Center
50 Kennedy Plaza
Providence, Rhode Island 02903
Attention: Jonathan Nelson
Fax: 401-751-1790
John W. Stanton and Theresa E. Gillespie __________
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010
PN Cellular, Inc. __________
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010
Stanton Family Trust __________
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010
Stanton Communications Corporation __________
c/o VoiceStream Wireless Corporation
3650 131st Avenue S.E., Suite 400
Bellevue, WA 98006
Attention: John W. Stanton
Fax: 425-586-8010
I-2
<PAGE>
NUMBER OF PARENT
NAME AND ADDRESS OF STOCKHOLDER SHARES
- ------------------------------- ----------------
Hutchison Telecommunications __________
PCS (USA) Limited
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885
and:
c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778
Hutchison Telecommunications Holdings (USA) __________
Limited
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
Telephone No.: 809-494-2233
Facsimile No.: 809-494-4885
and:
c/o Hutchison Telecommunications Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Attention: Ms. Edith Shih
Fax: 852-2128-1778
I-3
