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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
VoiceStream Wireless Corporation
(VSTR)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
December/1999
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Common Stock | | | | | | | -0- | 01 | 01 |
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| | | | | | | | | |
Common Stock | | | | | | | 02 | 02 | 02 |
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
FORM 4 (continued)
<TABLE>
<CAPTION>
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans- | Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |action | or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr | (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------ | ------------ |Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code |V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Option | | | | | | | | | | | | | | |
(right to buy)| $11.32 |12/31/99|A(03)|V| 939 | | 03 | 03 |Common Stock | 939 | | 939 |02,03 |02,03 |
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Stock Option | | | | | | | | | | | | | | |
(right to buy)| $9.25 | | | | | | Immed. | 1/1/08 |Common Stock | 250 | | 250 |02,04 |02,04 |
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Stock Option | | | | | | | | | | | | | | |
(right to buy)| $9.25 | | | | | | 05 | 1/1/08 |Common Stock | 704 | | 704 |02,05 |02,05 |
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</TABLE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners, L.P. ("GSCP"), GS
Advisors, L.P. ("GS Advisors"), Stone Street Fund 1992, L.P. ("Stone Street"),
Bridge Street Fund 1992, L.P. ("Bridge Street" and, together with GSCP and Stone
Street, the "Limited Partnerships"), Stone Street 1992, L.L.C. ("Stone 1992
LLC"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc.
("GS Group" and, together with GSCP, GS Advisors, Stone Street, Bridge Street,
Stone 1992 LLC and Goldman Sachs, the "Reporting Persons"). The principal
business address of each of the Reporting Persons is 85 Broad Street, New York,
New York 10004.
Explanation of Responses:
01: The 200 shares of Common Stock previously reported as beneficially owned
directly by The Hull Group ("Hull"), were sold in a basket which met the
requirements for exemption as outlined by the Securities and Exchange
Commission, and therefore not reportable. Hull is a wholly-owned subsidiary of
GS Group. The Reporting Persons other than GS Group disclaim beneficial
ownership of these securities.
02: Goldman Sachs may be deemed to own beneficially and directly and GS Group
may be deemed to own beneficially and indirectly 1,600 shares of Common Stock.
GS Group may be deemed to own beneficially and directly 68,821 shares of Common
Stock. Goldman Sachs and GS Group may be deemed to own beneficially and
indirectly in the aggregate 9,730,208 shares of Common Stock through the Limited
Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner
or managing general partner of the Limited Partnerships. Goldman Sachs is the
investment manager of GSCP. Goldman Sachs is an indirect wholly-owned subsidiary
of GS Group. The Reporting Persons, other than Goldman Sachs and GS Group,
disclaim beneficial ownership of the securities owned directly by Goldman Sachs
or GS Group. Goldman Sachs and GS Group each disclaim beneficial ownership of
the securities owned by the Limited Partnerships except to the extent of their
pecuniary interest therein.
GSCP may be deemed to own beneficially and directly and its general partner, GS
Advisors, may be deemed to own beneficially and indirectly 8,986,738 shares of
Common Stock. GS Advisors disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
Stone Street may be deemed to own beneficially and directly and its general
partner, Stone 1992 LLC may be deemed to own beneficially and indirectly 470,401
shares of Common Stock. Stone 1992 LLC disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
Bridge Street may be deemed to own beneficially and directly and its managing
general partner, Stone 1992 LLC, may be deemed to own beneficially and
indirectly 273,069 shares of Common Stock. Stone 1992 LLC disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
03: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan to a managing director of Goldman
Sachs, in his capacity as a director of the Issuer. That managing director has
an understanding with GS Group pursuant to which he holds the stock options for
the benefit of GS Group. The options are exercisable in four equal annual
installments beginning January 1, 2000.
04: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan in connection with Western Wireless
Corporation's spin-off of the shares of common stock of VoiceStream Wireless
Corporation owned by it to the holders of Class A common stock and Class B
common stock of Western Wireless Corporation ("Spin-Off"), in respect of vested
options granted to a managing director of Goldman Sachs in his capacity as a
director of Western Wireless Corporation. That managing director also serves as
a director of the Company. That managing director has an understanding with GS
Group pursuant to which he holds the stock options for the benefit of GS Group.
05: These options were granted pursuant to the VoiceStream Wireless Corporation
1999 Management Incentive Stock Option Plan in connection with the Spin-Off in
respect of unvested options granted to a managing director of Goldman Sachs in
his capacity as a director of Western Wireless Corporation. That managing
director also serves as a director of the Company. That managing director has an
understanding with GS Group pursuant to which he holds the stock options for the
benefit of GS Group. These options vest in 3 equal annual installments,
beginning January 1, 2000.
**Signatures:
GOLDMAN, SACHS & CO.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS, L.P.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 1992, L.P.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1992, L.P.
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
Stone Street 1992 LLC
By: s/ Hans L. Reich
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Name: Hans L. Reich
Title: Attorney-in-fact
Date: January 10, 2000
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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 ceases 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
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KACA B. ENQUIST, Vice President
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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 ceases 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
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KACA B. ENQUIST, Vice President
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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 ceases 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
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KACA B. ENQUIST, Vice President
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
