SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VoiceStream Wireless Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
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(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
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(Name, address and telephone number of person authorized
to receive notices and communications)
February 25, 2000
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(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.
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CUSIP NO. 928615103 PAGE 2 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldman, Sachs & Co.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a) [ ]
b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9,983,617
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
10,018,617
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,018,617
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14. TYPE OF REPORTING PERSON
BD-PN-IA
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CUSIP NO. 928615103 PAGE 3 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Goldman Sachs Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 68,821
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9,984,337
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 68,821
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
10,019,337
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,088,158
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14. TYPE OF REPORTING PERSON
HC-CO
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CUSIP NO. 928615103 PAGE 4 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Advisors, L.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,986,738
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
8,986,738
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14. TYPE OF REPORTING PERSON
OO
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CUSIP NO. 928615103 PAGE 5 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Capital Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 8,986,738
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
8,986,738
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 928615103 PAGE 6 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street Fund 1992, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 470,401
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
470,401
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,401
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 928615103 PAGE 7 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bridge Street Fund 1992, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 273,069
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
273,069
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,069
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 928615103 PAGE 8 OF 24 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street 1992, L.L.C.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
N/A
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 743,470
EACH ---------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------
10. SHARED DISPOSITIVE POWER
743,470
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,470
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14. TYPE OF REPORTING PERSON
OO
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Item 1. Security and Issuer.
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This statement on Schedule 13D relates to the common stock, no par
value (the "Common Stock"), of VoiceStream Wireless Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 3650 131st Avenue S.E., Bellevue, Washington 98006.
Item 2. Identity and Background.
-----------------------
GS Capital Partners, L.P. ("GS Capital"), GS Advisors, L.L.C. ("GS
Advisors"), Goldman, Sachs & Co. ("Goldman Sachs"), The Goldman Sachs Group,
Inc. ("GS Group"), Stone Street Fund 1992, L.P. ("Stone Street"), Bridge Street
Fund 1992, L.P. ("Bridge Street") and Stone Street 1992, L.L.C. ("Stone Street
LLC" and together with GS Capital, GS Advisors, Goldman Sachs, Stone Street and
Bridge Street, the "Filing Persons")1 hereby file this statement on Schedule 13D
with respect to the Common Stock of the Company. Goldman Sachs and GS Group may
be deemed, for purposes of this Statement, to beneficially own shares of Common
Stock through GS Capital, Stone Street and Bridge Street (Stone Street, Bridge
Street and GS Capital are collectively referred to as the "Limited
Partnerships") of which affiliates of Goldman Sachs and GS Group are the general
partner or the managing general partner. Goldman Sachs and GS Group each
disclaims beneficial ownership of shares of Common Stock beneficially owned by
the Limited Partnerships to the extent of partnership interests in the Limited
Partnerships held by persons other than Goldman Sachs, GS Group or their
affiliates. In addition, Goldman Sachs and GS Group may be deemed to
beneficially own shares of Common Stock held in client accounts with respect to
which Goldman Sachs or employees of Goldman Sachs have voting or investment
discretion, or both ("Managed Accounts"). Goldman Sachs and GS Group disclaim
beneficial ownership of the shares of Common Stock held in Managed Accounts.
Goldman Sachs and GS Group may also be deemed to beneficially own from time to
time shares acquired in ordinary course trading activities by Goldman Sachs. In
addition, GS Group also owns shares of Common Stock and may be deemed, for
purposes of this Statement, to beneficially own shares of Common Stock issuable
upon exercise of options held by a managing director of Goldman Sachs who is a
director of the Company and who holds such options for the benefit of GS Group.
Stone Street LLC may be deemed, for purposes of this Statement, to beneficially
own shares of Common Stock through Stone Street of which Stone Street LLC is the
general partner and Bridge Street, of which Stone Street LLC is the managing
general partner. Stone Street LLC disclaims beneficial ownership of shares of
Common Stock beneficially owned by Stone Street and Bridge Street to the extent
of partnership interests in Stone Street and Bridge Street held by persons other
than Stone Street LLC.
GS Capital, a Delaware limited partnership, was formed for the purpose
of investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited liability company, is the sole
general partner of GS Capital. Goldman Sachs, a New
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1 Neither the present filing nor anything contained herein shall be
construed as an admission that any Filing Person constitutes a "person"
for any purpose other than Section 13(d) of the Securities Exchange Act
of 1934 (the "Act").
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<PAGE>
York limited partnership, is an investment banking firm and a member of the New
York Stock Exchange, Inc. and other national exchanges. Goldman Sachs also
serves as the investment manager for GS Capital and the manager for each of GS
Advisors and Stone Street LLC. Goldman Sachs is owned, directly and indirectly,
by GS Group. GS Group is a Delaware corporation and a holding company that
(directly or indirectly through subsidiaries or affiliated companies or both) is
a leading investment banking organization. Stone Street and Bridge Street, each
a Delaware limited partnership, were formed for the purpose of investing in
equity and equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions and in other
financial instruments. Stone Street LLC, a Delaware limited liability company,
is the sole general partner of Stone Street and the sole managing general
partner of Bridge Street. The principal business address of each of the Filing
Persons is 85 Broad Street, New York, New York 10004.
The name, business address, present principal occupation or employment
and citizenship of each director of GS Group are set forth in Schedule I hereto
and are incorporated herein by reference.
The name, business address, present principal occupation or employment
and citizenship of each executive officer of GS Advisors are set forth in
Schedule II-A-i hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment
and citizenship of each member of the Principal Investment Area Investment
Committee of Goldman Sachs, which is responsible for making all investment and
management decisions for GS Advisors on behalf of Goldman Sachs, are set forth
in Schedule II-A-ii hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment
and citizenship of each executive officer of Stone Street LLC are set forth in
Schedule II-B-i hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment
and citizenship of each member of the Stone Street Investment Committee of
Goldman Sachs, which is responsible for making all investment and management
decisions for Stone Street LLC on behalf of Goldman Sachs, are set forth in
Schedule II-B-ii hereto and are incorporated herein by reference.
During the past five years, none of the Filing Persons, or, to the
knowledge of each of the Filing Persons, any of the persons listed on Schedule
I, Schedule II-A-i, Schedule II- A-ii, Schedule II-B-i or Schedule II-B-ii
hereto, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
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<PAGE>
The Filing Persons have entered into a Joint Filing Agreement, dated as
of March 6, 2000, a copy of which is attached hereto as Exhibit 99.3.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On February 25, 2000, wholly-owned subsidiaries of the Company merged
into each of VoiceStream Wireless Corporation, a Washington Corporation ("VWC"),
and Omnipoint Corporation, a Delaware corporation ("Omnipoint") (such events
being referred to herein collectively as the "Merger"). As a result of the
Merger, (a) shareholders of VWC received one share of Common Stock for each
share of common stock of VWC that they owned at the time of the Merger and (b)
shareholders of Omnipoint were given the choice of electing to receive for each
share of Omnipoint Common Stock that they owned at the time of the Merger either
(i) 0.825 of a share of Common Stock plus $8.00 in cash (the "Standard Election
Consideration"), (ii) all stock, in which case the number of shares of Common
Stock to be received would be determined in accordance with the merger agreement
(the "Stock Election Consideration"), or (iii) all cash, in which case the
amount of cash to be received would be determined in accordance with the merger
agreement. Under the terms of the Merger, there is a fixed number of total
shares of Common Stock and a fixed amount of total cash that the Company will
issue and pay to holders of Omnipoint common stock. Accordingly, persons
electing the all stock or all cash election might receive a mix of Common Stock
and cash (the "Cash Election Consideration" and, collectively with the Standard
Election Consideration and Stock Election Consideration, the "Merger
Consideration").
Item 4. Purpose of the Transaction.
--------------------------
The foregoing acquisitions of Common Stock were made for investment
purposes only. None of the Filing Persons has any present plans or proposals
which relate to or would result in any transaction, event or action enumerated
in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated
under the Act.
Each of the Filing Persons, however, expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Filing Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or more
of the Filing Persons (and their respective affiliates) may purchase additional
shares of Common Stock or other securities of the Company or may sell or
transfer shares of Common Stock beneficially owned by them from time to time in
public or private transactions and/or may enter into privately negotiated
derivative transaction with institutional counterparties to hedge the market
risk of some or all of their positions in the shares of Common Stock or other
securities and/or may cause any of the Limited Partnerships or Stone Street LLC
to distribute in kind to their respective partners or members, as the case may
be, shares of Common Stock or other securities owned by such entities. Any such
transactions may be effected at any time or from time to time subject to any
applicable limitations imposed on the sale of any of their Company securities by
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
Item 5. Interest in Securities of the Issuer.
------------------------------------
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<PAGE>
(a) As of February 25, 2000, GS Capital and GS Advisors, 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 5.5% of the shares of Common Stock expected to be outstanding as
of immediately following consummation of the Merger (as reported in the
Company's Joint Proxy Statement-Prospectus, dated January 25, 2000 (the "Proxy
Statement-Prospectus"), with respect to the Merger.
As of February 25, 2000, Stone Street may be deemed to have
beneficially owned 470,401 shares of Common Stock, representing approximately
0.3% of the shares of Common Stock expected to be outstanding as of immediately
following consummation of the Merger (as reported in the Proxy
Statement-Prospectus). As of February 25, 2000, Bridge Street may be deemed to
have beneficially owned 273,069 shares of Common Stock, representing
approximately 0.2% of the shares of Common Stock expected to be outstanding as
of immediately following consummation of the Merger (as reported in the Proxy
Statement-Prospectus). As of February 25, 2000, Stone Street LLC, through Stone
Street's and Bridge Street's collective beneficial ownership of 743,470 shares
of Common Stock, may be deemed to have beneficially owned 743,470 shares of
Common Stock, representing approximately 0.5% of the shares of Common Stock
expected to be outstanding as of immediately following consummation of the
Merger (as reported in the Proxy Statement-Prospectus).
As of February 25, 2000, 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 February 25, 2000, Goldman Sachs may be deemed to
have beneficially owned 280,608 shares of Common Stock held in Managed Accounts
and 7,801 shares held as a result of ordinary course trading activities of
Goldman Sachs in the shares of common stock of VWC prior to the consummation of
the Merger. Accordingly, as of February 25, 2000, Goldman Sachs may be deemed to
have beneficially owned approximately 6.2% of the shares of Common Stock
expected to be outstanding as of immediately following consummation of the
Merger (as reported in the Proxy Statement-Prospectus).
As of February 25, 2000, 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 February 25, 2000, GS Group may be deemed to have beneficially
owned 280,608 shares of Common Stock held in Managed Accounts and 7,801 shares
held as a result of ordinary course trading activities of Goldman Sachs in the
shares of common stock of VWC prior to consummation of the Merger. In addition,
GS Group may be deemed to beneficially own 720 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 February 25,
2000, GS Group may be deemed to have beneficially owned approximately 6.2% of
the shares of Common Stock expected to be outstanding as of immediately
following consummation of the Merger (as reported in the Proxy
Statement-Prospectus and
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<PAGE>
including the 720 shares issuable upon exercise of the aforementioned options
held by Terence M. O'Toole for the benefit of GS Group).
In addition, as of February 29, 2000, Goldman Sachs may be deemed to
have beneficially owned shares of Common Stock through the ownership of shares
of Omnipoint Common Stock held in Managed Accounts and shares of Omnipoint
Common Stock acquired through ordinary course trading activities of Goldman
Sachs prior to the consummation of the Merger, and GS Group may be deemed to
have indirectly beneficially owned such shares of Common Stock through Goldman
Sachs. Those shares of Omnipoint Common Stock now represent the right to receive
the Omnipoint Merger Consideration as described above in Item 3. The amount of
shares of Common Stock which Goldman Sachs will receive as Merger Consideration
is dependent upon both the form of consideration which Goldman Sachs may elect
to receive and the form of consideration that other former shareholders of
Omnipoint Common Stock may elect to receive, and final elections have not yet
been made. The beneficial ownership reflected in this Schedule 13D does not
reflect any shares of shares of Common Stock which may be deemed to be
beneficially owned by GS Group and Goldman Sachs through beneficial ownership of
Omnipoint Common Stock as described in this paragraph.
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-i, II-A-ii, II-B-i or
II-B-ii to this statement, beneficially owns any shares of Common Stock as of
February 25, 2000, 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 III sets forth the transactions in the shares of common
stock, no par value (the "VWC Common Stock"), of VWC which have been effected
during the period from December 27, 1999 through February 25, 2000, all of which
were effected in the ordinary course of business of Goldman Sachs. The
transactions in the Common Stock, described in Schedule III, were effected in
the NASDAQ National Market. The total consideration (exclusive of commissions)
for the shares of VVC Common Stock purchased during this period was
approximately $1,460,137.17. Except as set forth in Schedule III, no
transactions in the Common Stock or the VWC 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-i, II-A-ii, II-B-i or II-B-ii hereto, during
the period from December 27, 1999 through February 25, 2000.
(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.
--------------------------------------------------------
The Company and GS Group, GS Capital, Bridge Street, Stone Street and
certain other stockholders of the Company are party to a Voting Agreement, dated
as of February 25, 2000 (the "Voting Agreement"). Pursuant to the Voting
Agreement, the Filing Persons have agreed to vote the number of shares of Common
Stock beneficially owned by them (excluding shares beneficially owned through
broker-dealer activities) for the election of a board initially consisting of 16
members, subject to adjustments, designated as follows: (i) John Stanton, as
long as he is the chief executive officer of the Company; (ii) one member
designated by Mr. Stanton, so long as he or entities affiliated with him
beneficially own at least 4,500,000 shares of Common Stock; (iii) four members
designated by Hutchison PCS (USA) Limited and its affiliated entities, which
number of designees shall be subject to increases or decreases depending upon
increases or reductions in Hutchison PCS (USA)'s percentage ownership of
outstanding Common Stock, including shares of Common Stock issuable to Hutchison
PCS (USA) upon conversion of the Company's 2.5% Convertible Junior Preferred
Stock; (iv) one member designated by GS Group and the Limited Partnerships, so
long as the Limited
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<PAGE>
Partnerships and GS Group beneficially own at least 4,500,000 shares of Common
Stock; (v) four members who were on the Omnipoint board prior to the Merger and
who are selected by Omnipoint to serve during the period from the closing of the
Merger until and including the second annual meeting of stockholders of the
Company taking place after the closing of the Merger; (vi) one member designated
by Sonera Corporation and its affiliated entities, so long as the Sonera
entities beneficially own at least 4,500,000 shares of Common Stock; and the
remaining members of the board to be selected by a majority of the persons
selected as described above.
In addition, the Voting Agreement provides that in the event of the
consummation of the transactions described in that certain Agreement and Plan of
Reorganization, dated as of September 17, 1999 (as the same may be amended from
time to time, the "Aerial Reorganization Agreement"), by and among VWC, the
Company, VoiceStream Subsidiary III Corporation, a Delaware corporation ("Merger
Sub"), Aerial Communications, Inc., a Delaware corporation ("Aerial"), and
Telephone and Data Systems, Inc., a Delaware corporation ("TDS"), pursuant to
which, among other things, Merger Sub is to be merged with and into Aerial (such
merger, together with the related transactions contemplated by the Aerial
Reorganization Agreement, being referred to herein as the "Aerial
Reorganization"), then TDS will become a party to the Voting Agreement, the
number of members of the board of directors of the Company will be increased to
17, and TDS will be entitled to designate a member so long as TDS owns at least
4,500,000 shares of Common Stock.
In addition, VWC and GS Group and the Limited Partnerships and certain
other stockholders of the Company are party to a Registration Rights Agreement,
dated as of May 3, 1999 (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, the stockholder parties to that agreement are
entitled, subject to certain restrictions, to demand up to two registrations of
their shares of Common Stock in any twelve month period and to participate in
registrations initiated by the Company. The Registration Rights Agreement
expires in July 2004.
The foregoing descriptions of the Voting Agreement and the Registration
Rights Agreement are subject to, and qualified in their entirety by reference
to, the form of Voting Agreement and Registration Rights Agreement, which are
filed as exhibits hereto and incorporated by reference into this Item 6.
Except as described in this statement, none of the Filing Persons or,
to the knowledge of the Filing Persons, any of the persons listed on Schedules
I, II-A-i, II-A-ii, II-B-i or II-B-ii hereto is a party to any contract,
arrangement, understanding or relationship with respect to any securities of the
Company.
Item 7. Material To be Filed as Exhibits.
--------------------------------
99.1 The Voting Agreement (incorporated by reference to Exhibit
10.98 of the Schedule 13D filed on March 2, 2000 by John
Stanton with respect to the Company).
-14-
<PAGE>
99.2 The Registration Rights Agreement (incorporated by reference
to the exhibit filed with VoiceStream Wireless Corporation's
registration statement on Form 10/A filed on April 13, 1999.
99.3 Joint Filing Agreement, dated March 6, 2000, between
Goldman, Sachs & Co., The Goldman Sachs Group, Inc., GS
Capital Partners, L.P., GS Advisors, L.L.C., Stone Street
Fund 1992, L.P., Bridge Street Fund 1992, L.P. and Stone
Street 1992, L.L.C.
99.4 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.5 Power of Attorney, dated May 7, 1999, relating to The Goldman
Sachs Group, Inc.
99.6 Power of Attorney, dated January 31, 2000, relating to GS
Capital Partners, L.P.
99.7 Power of Attorney, dated February 1, 2000, relating to GS
Advisors, L.L.C.
99.8 Power of Attorney, dated December 16, 1999, relating to Stone
Street Fund 1992, L.P.
99.9 Power of Attorney, dated December 16, 1999, relating to Bridge
Street Fund 1992, L.P.
99.10 Power of Attorney, dated December 16, 1999, relating to Stone
Street 1992, L.L.C.
-15-
<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: March 6, 2000
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.L.C.
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 1992, L.L.C.
By: /s/ Roger S. Begelman
---------------------
Name: Roger S. Begelman
Title: Attorney-in-Fact
-16-
<PAGE>
Exhibit Index
-------------
99.1 The Voting Agreement (incorporated by reference to Exhibit 10.98 of the
Schedule 13D filed on March 2, 2000 by John Stanton with respect to the
Company).
99.2 The Registration Rights Agreement (incorporated by reference to the
exhibit filed with VoiceStream Wireless Corporation's registration
statement on Form 10/A filed on April 13, 1999.
99.3 Joint Filing Agreement, dated March 6, 2000, between Goldman, Sachs
& Co., The Goldman Sachs Group, Inc., GS Capital Partners, L.P., GS
Advisors, L.L.C., Stone Street Fund 1992, L.P., Bridge Street Fund
1992, L.P. and Stone Street 1992, L.L.C.
99.4 Power of Attorney, dated December 21, 1998, relating to Goldman, Sachs
& Co.
99.5 Power of Attorney, dated May 7, 1999, relating to The Goldman Sachs
Group, Inc.
99.6 Power of Attorney, dated January 31, 2000, relating to GS Capital
Partners, L.P.
99.7 Power of Attorney, dated February 1, 2000, relating to GS Advisors,
L.L.C.
99.8 Power of Attorney, dated December 16, 1999, relating to Stone Street
Fund 1992, L.P.
99.9 Power of Attorney, dated December 16, 1999, relating to Bridge Street
Fund 1992, L.P.
99.10 Power of Attorney, dated December 16, 1999, relating to Stone Street
1992, L.L.C.
-17-
<PAGE>
SCHEDULE I
----------
The name of each director of The Goldman Sachs Group, Inc. is set forth
below.
The business address of each person listed below except John L.
Thornton, Sir John Browne, James A. Johnson, John H. Bryan and Ruth J. Simmons
is 85 Broad Street, New York, NY 10004. The business address of John L. Thornton
is 133 Fleet Street, London EC4A 2BB, England. The business address of Sir John
Browne is BP Amoco plc, Brittanic House, 1 Finsbury Circus, London EC2M,
England. The business address of James A. Johnson is Fannie Mae, 3900 Wisconsin
Avenue NW, Washington, D.C. 20016. The business address of John H. Bryan is
Three First National Plaza, Chicago, IL 60602-4260. The business address of Ruth
J. Simmons is Office of the President, Smith College, College Hall Room 20,
Northhampton, MA 01063.
Each person is a citizen of the United States of America except for Sir
John Browne, who is a citizen of the United Kingdom. The present principal
occupation or employment of each of the listed persons is set forth below.
Name Present Principal Occupation
- ---- ----------------------------
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman
Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of The Goldman
Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The Goldman
Sachs Group, Inc.
Sir John Browne Group Chief Executive of BP Amoco plc
James A. Johnson Chairman of the Executive Committee of the Board of
Fannie Mae
John H. Bryan Chairman and Chief Executive Officer of Sara Lee
Corporation
Ruth J. Simmons President of Smith College
John L. Weinberg Senior Chairman of The Goldman Sachs Group, Inc.
-18-
<PAGE>
SCHEDULE II-A-i
---------------
The name, position and present principal occupation of each executive
officer of GS Advisors, L.L.C., the sole general partner of GS Capital Partners,
L.P. are set forth below.
The business address for all the executive officers listed below except
Barry S. Volpert is 85 Broad Street, New York, New York 10004. The business
address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB, England.
All executive officers listed below are United States citizens.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
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 & Co.
Barry S. Volpert Director/Vice President Managing Director of
Goldman Sachs International
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.
Patrick P. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Sarah Smith 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/Secretary Vice President of Goldman,
Sachs & Co.
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
John E. Bowman Vice President Vice President of Goldman,
Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman,
Sachs & Co.
</TABLE>
-20
<PAGE>
SCHEDULE II-A-ii
----------------
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which exercises
the authority of Goldman, Sachs & Co. in managing GS Advisors, L.L.C., are set
forth below.
The business address for each member listed below except Gene T. Sykes,
Richard Sharp and Barry S. Volpert is 85 Broad Street, New York, New York 10004.
The business address of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA
94025. The business address of Richard Sharp and Barry S. Volpert is 133 Fleet
Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp and Sanjeev K. Mehra
are United States citizens. Richard S. Sharp is a citizen of the United Kingdom
and Sanjeev K. Mehra is a citizen of India.
Name Present Principal Occupation
- ---- ----------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
-21-
<PAGE>
SCHEDULE II-B-i
---------------
The name, position and present principal occupation of each executive
officer of Stone Street 1992, L.L.C., the sole general partner of Stone Street
Fund 1992, L.P. and the managing general partner of Bridge Street Fund 1992,
L.P., are set forth below.
The business address for each of the executive officers listed below is
85 Broad Street, New York, New York 10004.
All executive officers listed below except Sanjeev K. Mehra are United
[Untied] States citizens. Sanjeev K. Mehra is a citizen of India.
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Richard A. Friedman Vice President Managing Director of
Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of
Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of
Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of
Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The
Goldman, Sachs Group, Inc.
Peter M. Sacerdote President Advisory Director of
Goldman, Sachs & Co.
David J. Greenwald Vice President Managing Director of
Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of
Goldman, Sachs & Co.
Patrick P. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Sarah Smith Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Elizabeth S. Fascitelli Vice President Managing Director of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman,
Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman,
Sachs & Co.
John E. Bowman Vice President Vice President of Goldman,
Sachs & Co.
-22-
<PAGE>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Katherine L. Nissenbaum Vice President Vice President of Goldman,
Sachs & Co.
-23-
<PAGE>
SCHEDULE II-B-ii
----------------
The name and principal occupation of each member of the Stone Street
Investment Committee of Goldman, Sachs & Co., which exercises the authority of
Goldman, Sachs & Co. in managing Stone Street 1992, L.L.C., are set forth below.
The business address for each member listed below is 85 Broad Street,
New York, New York 10004.
All members listed below except Sanjeev K. Mehra are United States
citizens. Sanjeev K. Mehra is a citizen of India.
Name Present Principal Occupation
- ---- ----------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group,
Inc.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
-24-
<PAGE>
SCHEDULE III
------------
VoiceStream Wireless Corporation
Cusip No. 928615103
<TABLE>
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,250 120.1625 10-Jan-00 13-Jan-00
500 137.2500 24-Jan-00 27-Jan-00
1,250 120.1625 10-Jan-00 13-Jan-00
500 137.2500 24-Jan-00 27-Jan-00
600 151.2500 17-Feb-00 23-Feb-00
4,866 154.5000 17-Feb-00 23-Feb-00
300 125.9403 28-Jan-00 2-Feb-00
700 1,000 125.9403 31-Jan-00 3-Feb-00
750 101.5000 12-Jan-00 18-Jan-00
1,2500 137.5000 24-Jan-00 27-Jan-00
500 117.1250 14-Jan-00 20-Jan-00
450 127.4907 3-Jan-00 6-Jan-00
450 127.4907 3-Jan-00 6-Jan-00
800 102.6944 12-Jan-00 18-Jan-00
450 127.4907 3-Jan-00 6-Jan-00
1,000 102.6944 12-Jan-00 18-Jan-00
</TABLE>
-25-
Exhibit 99.3
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
Common Stock, no par value, of VoiceStream Wireless Corporation, and further
agree to the filing of this agreement as an Exhibit thereto. In addition, each
party to this Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement on Schedule 13D.
Date: March 6, 2000
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
- --------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P. GS ADVISORS, L.L.C.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
- --------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1992, L.P. BRIDGE STREET FUND 1992, L.P.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
- --------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1992, L.L.C.
By:/s/ Roger S. Begelman
- ---------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Exibit 99.4
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
- ---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
Exibit 99.5
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of May 7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Robert J. Katz
- ---------------------------------
Name: Robert J. Katz
Title: Executive Vice President and General Counsel
Exhibit 99.6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of Janaury 31, 2000.
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.L.C.
By:/s/ Kaca B. Enquist
- ---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exibit 99.7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, as amended, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 1, 2000.
GS ADVISORS, L.L.C.
By:/s/ Kaca B. Enquist
- ---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 99.8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1992, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
STONE STREET FUND 1992, L.P.
By: Stone Street 1992, L.L.C.
By:/s/ Kaca B. Enquist
- ---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 99.9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1992, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
BRIDGE STREET FUND 1992, L.P.
By: Stone Street 1992, L.L.C.
By:/s/ Kaca B. Enquist
- ---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Exhibit 99.10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1992, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
STONE STREET 1992, L.L.C.
By:/s/ Kaca B. Enquist
- ---------------------------------
Name: Kaca B. Enquist
Title: Vice President
