SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VoiceStream Wireless Corporation
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(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
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(Name, address and telephone number of person authorized
to receive notices and communications)
July 23, 2000
----------------------------------------------------------
(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
--------------------
------------------------------------------------------------------------
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) [X]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[X]
------------------------------------------------------------------------
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 10,349,909
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,388,759
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,388,759
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
BD-PN-IA
------------------------------------------------------------------------
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<PAGE>
--------------------
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) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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7. SOLE VOTING POWER
NUMBER OF 69,541
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 10,349,909
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 69,541
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
10,388,759
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,458,300
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC-CO
------------------------------------------------------------------------
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<PAGE>
--------------------
CUSIP NO. 928615103
--------------------
------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Advisors, L.L.C.
------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
------------------------------------------------------------------------
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<PAGE>
--------------------
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) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,986,738
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
------------------------------------------------------------------------
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) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,401
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
------------------------------------------------------------------------
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
Bridge Street Fund 1992, L.P.
------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,069
------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
------------------------------------------------------------------------
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 1992, L.L.C.
------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
------------------------------------------------------------------------
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
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
------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,470
------------------------------------------------------------------------
12. CHECK 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
OO
------------------------------------------------------------------------
-8-
<PAGE>
Item 1. Security and Issuer.
-------------------
No change.
Item 2. Identity and Background.
-----------------------
Item 2 is amended by replacing existing Schedule II-A-i in its entirety
with the Schedule II-A-i attached to this amendment, by replacing existing
Schedule II-A-ii in its entirety with the Schedule II-A-ii attached to this
amendment and by replacing existing Schedule II-B-i with the Schedule II-B-i
attached to this amendment.
Item 2 is further amended by replacing the eighth paragraph thereof in
its entirety as follows:
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) except as set forth on Schedule II-C
hereto 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.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
No change.
Item 4. Purpose of Transaction.
----------------------
No change.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended in its entirety as follows:
(a) As of July 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 4.2% of the 213,004,636 shares of Common Stock outstanding as of
May 4, 2000 (as reported in the Company's Form 10-Q/A filed on May 17, 2000 (the
"Form 10-Q/A")).
As of July 25, 2000, Stone Street may be deemed to have beneficially
owned 470,401 shares of Common Stock, representing approximately 0.2% of the
213,004,636 shares of Common Stock outstanding as of May 4, 2000 (as reported in
the Form 10-Q/A). As of July 25, 2000, Bridge Street may be deemed to have
beneficially owned 273,069 shares of Common Stock, representing approximately
0.1% of the 213,004,636 shares of Common Stock
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<PAGE>
outstanding as of May 4, 2000 (as reported in the Form 10-Q/A). As of July 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
0.3% of the 213,004,636 shares of Common Stock outstanding as of May 4, 2000 (as
reported in the Form 10-Q/A).
As of July 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 July 25, 2000, Goldman Sachs may be deemed to have beneficially
owned 648,723 shares of Common Stock held in Managed Accounts and 9,828 shares
of Common Stock held as a result of ordinary course trading activities of
Goldman Sachs. Accordingly, as of July 25, 2000, Goldman Sachs may be deemed to
have beneficially owned approximately 4.9% of the 213,004,636 shares of Common
Stock outstanding as of May 4, 2000 (as reported in the Form 10-Q/A).
As of July 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 Partnership as herein described. In
addition, as of July 25, 2000, GS Group may be deemed to have beneficially owned
648,723 shares of Common Stock held in Managed Accounts and 9,828 shares held as
a result of ordinary course trading activities of Goldman Sachs in the Common
Stock. 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 July 25, 2000, GS Group may be deemed to have beneficially
owned approximately 4.9% of the 213,004,636 shares of Common Stock outstanding
as of May 4, 2000 (as reported in the Form 10-Q/A and including the 720 shares
issuable upon exercise of the aforementioned options held by Terence M. O'Toole
for the benefit of GS Group). Goldman Sachs and GS Group disclaim beneficial
ownership of the shares of Common Stock held in Managed Accounts.
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
July 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 which have been effected during the period from May 25, 2000 through July
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 American Stock Exchange, The
Chicago Stock Exchange, the Chicago Board Options Exchange or through other
broker-dealers. The total consideration (exclusive of commissions) for shares of
Common Stock purchased during this period was approximately $962,556.95. Except
as set forth in Schedule III, no transactions in the Common Stock were effected
by the Filing Persons,
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<PAGE>
or, to the knowledge of any such 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
May 25, 2000 through July 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 the 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 paragraphs:
Merger Agreement and Related Voting Arrangements
On July 23, 2000, the Company and Deutsche Telekom AG ("DT") entered
into a definitive Agreement and Plan of Merger (the "Merger Agreement"), which
provides for the merger of a subsidiary of DT with and into the Company. This
merger will result in the Company's becoming a wholly owned subsidiary of DT.
In the merger, with respect to each share of Common Stock, Company
stockholders will have the ability to (i) make an all stock election entitling a
stockholder to receive 3.7647 shares of DT, (ii) an all cash election entitling
a stockholder to receive $200 in cash or (iii) a combination election entitling
a stockholder to receive 3.2 DT shares and $30 in cash, in each case subject to
proration and to the right of the Company to reduce the aggregate cash
consideration as it reasonably determines necessary to permit delivery of the
requisite tax opinion pursuant to the Merger Agreement. Company stockholders may
elect to receive (with respect to the stock consideration) DT American
Depositary Receipts, which will be listed on the New York Stock Exchange, or
ordinary DT shares, which will be listed on the Frankfurt Stock Exchange.
The following persons have entered into agreements with DT (the
"Stockholders Agreements") to vote shares of Common Stock, which in the
aggregate represent more than 50% of the Company's currently outstanding shares,
in favor of the merger:
John W. Stanton
Theresa E. Gillespie
PN Cellular, Inc.
Stanton Family Trust
Stanton Communications Corporation
GS Capital Partners, L.P.
The Goldman Sachs Group, Inc.
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<PAGE>
Bridge Street Fund 1992, L.P.
Stone Street Fund 1992, L.P.
Hutchison Telecommunications Holdings (USA) Limited
Hutchison Telecommunications PCS (USA) Limited
Sonera Corporation
Sonera Holding, B.V.
Deutsche Telekom AG
Telephone and Data Systems, Inc.
The Merger Agreement requires that the merger be presented to the
Company stockholders for a vote even if the Company's board of directors no
longer recommends that the stockholders approve the merger. The consummation of
the merger is subject to a number of conditions, including receipt of regulatory
approvals or expiration of applicable waiting periods, including with respect to
the Federal Communications Commission, the Hart-Scott-Rodino Antitrust
Improvements Act and the European Economic Community and a no-action position
under Exxon-Florio.
The Merger Agreement may be terminated, among other reasons, by the
Company if the merger has not occurred by September 30, 2001, and by DT if the
merger has not occurred by December 31, 2001, or by either party if a burdensome
condition (as defined in the Merger Agreement) is imposed by any regulatory body
in granting its approval.
DT will invest $5 billion in preferred stock of the Company having a
liquidation preference of $1,280 per share, which will become convertible into
Common Stock at $160 per share if the Merger Agreement is terminated. The
preferred stock will vote with the Common Stock as a single class and will have
one vote per share. If the preferred stock issued to DT is converted into Common
Stock, DT's ownership of the outstanding Common Stock would be approximately
10%. Further, upon such conversion into Common Stock, an amendment to the
existing Voting Agreement among certain stockholders of the Company, described
below, entered into by DT and such other stockholders of the Company that will
permit DT to designate two members of the Company's board will become effective.
In addition, the Company has granted DT the right to purchase its pro rata
amount of certain subsequent issuances of equity securities by the Company in
order to permit DT to maintain its percentage ownership of the Company (subject
to limitations) and DT has agreed to a standstill limiting its ownership of the
Company to 33% in the first two years, 36% in the third year and 40% in the
fourth and fifth years following the date of the Merger Agreement.
First Amended and Restated Voting Agreement
The Voting Agreement will remain in effect unless and until DT converts
its Company preferred stock into Common Stock, in which case the Voting
Agreement will be amended and restated as described herein pursuant to the First
Amended and Restated Voting Agreement, dated as of July 23, 2000 (the "First
Amended and Restated Voting Agreement"). Under the terms of the First Amended
and Restated Voting Agreement, the filing persons will
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<PAGE>
vote their shares of Common Stock in favor of a board consisting of 19 persons
(subject to adjustment) designated as follows:
(i) John Stanton, as long as he is the chief executive officer of the
Company;
(ii) One member designated by John Stanton, so long as he or his
permitted transferees beneficially own at least 4,500,000 shares;
(iii) Four members designated by Hutchison Telecommunications PCS USA
Limited ("Hutchison PCS") (or if Hutchison PCS has transferred all of its shares
to permitted transferees of Hutchison PCS, four designees of such permitted
transferees) and its affiliated entities. Such number of designees shall be
subject to increases (rounded to the nearest whole number), depending upon
increases in Hutchison PCS's (and its permitted transferees') percentage
ownership of outstanding shares (including without limitation shares issuable to
Hutchison PCS (and its permitted transferees) upon conversion of the Company
preferred stock held by Hutchison PCS), in which event the board shall be
expanded by one member to accommodate each such new designee unless there are
vacancies on the board and the board determines to fill any vacancies with such
designees so that the percentage of the entire board represented by Hutchison
PCS's designees (rounded to the nearest whole number) shall be proportionate to
Hutchison PCS's (and its permitted transferees') aggregate percentage ownership
of outstanding shares (including without limitation shares issuable to Hutchison
PCS (and its permitted transferees) upon conversion of the preferred stock held
by Hutchison PCS);
(iv) One member designated by GS Group, GS Capital, Bridge Street and
Stone Street (collectively, the "Goldman Entities") and their permitted
transferees, so long as such entities beneficially own at least 4,500,000
shares;
(v) Four members who were on the board of directors of Omnipoint
Corporation ("Omnipoint") prior to the acquisition (the "Omnipoint
Reorganization") of Omnipoint by the Company and who are selected by Omnipoint
to serve (the following persons have been designated by Omnipoint to serve as
directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr. and James J.
Ross; such persons being collectively referred to as the "Omnipoint Designees")
until and including the second annual meeting of stockholders of the Company
taking place after February 25, 2000 (it being understood that such four members
shall serve until such time as the term of office of the directors elected at
such second annual meeting terminates);
(vi) One member designated by Sonera Corporation ("Sonera") and its
permitted transferees so long as such entities beneficially own at least
4,500,000 shares; provided, however, that if Sonera beneficially owns more than
9,800,000 shares and Telephone Data Systems, Inc. ("TDS") beneficially owns less
than 4,500,000 shares, the number of members that Sonera will be entitled to
designate will be two;
(vii) One member designated by TDS and its permitted transferees so
long as such entities beneficially own at least 4,500,000 shares, such director
to be elected to the board
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<PAGE>
by action of the board promptly after TDS designates a member; provided,
however, that if TDS beneficially owns more than 9,800,000 shares and Sonera
beneficially owns less than 4,500,000 shares, the number of members that TDS
will be entitled to designate will be two;
(viii) Two members designated by DT and its permitted transferees so
long as such entities beneficially own at least 9,800,000 shares, such directors
to be elected to the board by action of the board promptly after DT designates
such members; provided, however, that if DT beneficially owns at least 4,500,000
shares but less than 9,800,000 shares, the number of members that DT will be
entitled to designate will be one;
(ix) The then president of the Company;
(x) The then vice-chairman of the Company; and
(xi) The remaining members of the board as selected by a majority of
the directors designated pursuant to clauses (i), (ii), (iv), (ix) and (x).
No designee to the board may be removed (except removal for cause under
applicable law) without the written consent of the persons who designated the
director (in the case of the Omnipoint Designees, a majority of the board of
directors of Omnipoint as such board of directors existed immediately prior to
the Omnipoint Reorganization).
Notwithstanding the foregoing:
(A) if at any time the Goldman Entities (and their permitted
transferees) shall cease to beneficially own at least 4,500,000 shares, then in
such event, they (or, if they have transferred all of their shares to permitted
transferees, their permitted transferees) shall not be entitled to designate any
member of the board;
(B) if at any time John Stanton (and his permitted transferees) shall
cease to beneficially own at least 4,500,000 shares, then in such event, John
Stanton (or, if John Stanton has transferred all of his shares to permitted
transferees, his permitted transferees) shall not be entitled to designate any
member of the board (except that Stanton shall continue to serve on the board
for so long as he holds the office of chief executive officer of the Company);
(C) the number of designees of Hutchison PCS (and its permitted
transferees) shall be subject to decreases (rounded to the nearest whole number)
depending upon reductions in Hutchison PCS's (and its permitted transferees')
percentage ownership of outstanding shares (including without limitation shares
issuable to Hutchison PCS (and its permitted transferees) upon conversion of the
Company preferred stock held by Hutchison PCS), so that the percentage of the
entire board represented by Hutchison PCS's (and its permitted transferees')
designees (rounded to the nearest whole number) shall be proportionate to
Hutchison PCS's (and its permitted transferees') aggregate percentage ownership
of outstanding shares, in which event the number of designees Hutchison PCS (and
its permitted transferees) are entitled to designate to the board shall be
reduced so that the percentage of the entire board represented by Hutchison
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<PAGE>
PCS's (and its permitted transferees') designees (rounded to the nearest whole
number) shall be proportionate to Hutchison PCS's (and its permitted
transferees') aggregate percentage ownership of outstanding shares; provided,
however, that so long as Hutchison PCS (and its permitted transferees)
beneficially owns at least 9,800,000 shares, then in such event Hutchison PCS
and its permitted transferees shall be entitled to designate at least two
members of the board; and provided, further, that if at any time Hutchison PCS
(and its permitted transferees) shall cease to beneficially own at least (i)
9,800,000 shares, but shall continue to beneficially own at least 4,500,000
shares, then in such event Hutchison PCS and its permitted transferees shall be
entitled to designate only one member of the board; and (ii) 4,500,000 shares,
then in such event, Hutchison PCS and its permitted transferees shall not be
entitled to designate any member of the board;
(D) if at any time Sonera (and its permitted transferees) shall cease
to beneficially own at least (i) 9,800,000 shares at a time when Sonera is
entitled to designate two directors, then in such event, Sonera (or, if Sonera
has transferred all of its shares to permitted transferees of Sonera, its
permitted transferees) shall be entitled to designate only one member of the
board; and (ii) 4,500,000 shares, then in such event, Sonera (or, if Sonera has
transferred all of its shares to permitted transferees of Sonera, its permitted
transferees) shall not be entitled to designate any member of the board;
(E) if at any time TDS (and its permitted transferees) shall cease to
beneficially own at least (i) 9,800,000 shares at a time when TDS is entitled to
designate two directors, then in such event, TDS (or, if TDS has transferred all
of its shares to permitted transferees of TDS, its permitted transferees) shall
be entitled to designate only one member of the board; and (ii) 4,500,000
shares, then in such event, TDS (or, if TDS has transferred all of its shares to
permitted transferees of TDS, its permitted transferees) shall not be entitled
to designate any member of the Board;
(F) if at any time DT (and its permitted transferees) shall cease to
beneficially own at least (i) 9,800,000 shares, but shall continue to
beneficially own at least 4,500,000 shares), then in such event, DT (or, if DT
has transferred all of its shares to permitted transferees of DT, its permitted
transferees) shall be entitled to designate only one member of the board; and
(ii) 4,500,000 shares, then in such event, DT (or, if DT has transferred all of
its shares to permitted transferees of DT, its permitted transferees) shall not
be entitled to designate any member of the board.
(G) any vacancies on the board created by reason of the provisions of
subsections (A) through (F) above shall be filled by the vote of a majority of
the directors then in office (unless such directors determine to reduce the size
of the board after a vacancy is created) to serve until the next annual meeting
of stockholders of the Company, and at the next annual meeting shall be filled
by a vote of a plurality of all stockholders of the Company; provided, however,
that in the event that the size of the board shall have increased by reason of
Hutchison PCS having the right to designate additional director(s) and
thereafter Hutchison PCS shall cease to have the right to so designate such
additional director(s), the size of the board shall be appropriately reduced and
each of the parties to the First Amended and Restated Voting
-15-
<PAGE>
Agreement (and each of their respective permitted transferees) will vote, or
cause to be voted, all of the shares then beneficially owned by it (whether now
owned or hereafter acquired), in person or by proxy (and, shall take all other
necessary or desirable actions within such party's (or its permitted
transferees') 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), to cause such reduction in the board.
(H) Notwithstanding anything to the contrary contained in the First
Amended and Restated Voting Agreement, Hutchison's right to transfer its right
to designate directors to certain block transferees as set forth in Sections 14
and 15 of the stockholders agreement of VoiceStream Wireless Corporation, dated
February 17, 1998, as amended, among Western Wireless Corporation, a Washington
corporation, the Company and Hutchison PCS, shall continue in full force and
effect until terminated in accordance with the terms of such stockholders
agreement.
Transfer Restrictions Pursuant to the Stockholders Agreement
Pursuant to the stockholders agreement entered into between DT and the
Goldman Entities, in addition to agreeing to vote in favor of the merger with DT
the Goldman Entities have agreed with DT not to transfer any Common Stock (or DT
shares received with respect to their Common Stock in the merger) except for the
percentage of their holdings set forth below, subject to certain exceptions:
o Until the later of January 1, 2001 and the Company stockholders'
meeting to approve the merger: none.
o From the later of January 1, 2001 and the Company stockholders'
meeting to approve the merger until the merger occurs: 17.5%, except
that if the merger has not occurred by July 31, 2001 the percentage
thereafter will be increased by 3.75% on August 1, 2001, and if the
merger has not occurred by August 31, 2001 the percentage thereafter
will be increased by another 3.75% on September 1, 2001.
o For the three-month period following the merger: none
o For the three-month period ending six months after the merger: 40%
o After six months after the merger: 100%.
The descriptions of the Merger Agreement and the First Amended and
Restated Voting Agreement contained herein are subject, and qualified in their
entirety by reference to, the Merger Agreement and the First Amended and
Restated Voting Agreement, respectively, each of which has been made an exhibit
to this amendment and is hereby incorporated by reference in this Item 6, and
the description of the Stockholders Agreements contained herein are subject to,
and qualified in their entirety by reference to, the stockholders agreement
entered into by DT and
-16-
<PAGE>
the Goldman Entities, which has been made an exhibit to this amendment and is
hereby incorporated by reference in 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).
99.2 The Registration Rights Agreement (incorporated by reference to the
exhibit filed with VoiceStream Wireless Corporation's registration
statement on Form 10/A).
99.3 Joint Filing Agreement, dated February 14, 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. (previously
filed).
99.4 Power of Attorney, dated December 21, 1998, relating to Goldman,
Sachs & Co. (previously filed).
99.5 Power of Attorney, dated May 7, 1999, relating to The Goldman Sachs
Group, Inc. (previously filed).
99.6 Power of Attorney, dated January 31, 2000, relating to GS Capital
Partners, L.P. (previously filed).
99.7 Power of Attorney, dated February 1, 2000, relating to GS Advisors,
L.L.C. (previously filed).
99.8 Power of Attorney, dated December 16, 1999, relating to Stone Street
Fund 1992, L.P. (previously filed).
99.9 Power of Attorney, dated December 16, 1999, relating to Bridge Street
Fund 1992, L.P. (previously filed).
99.10 Power of Attorney, dated December 16, 1999, relating to Stone Street
1992, L.L.C. (previously filed).
99.11 The Amended and Restated Voting Agreement, dated as of July 23, 2000
(incorporated by reference to Exhibit 10.1 of the Form 8-K filed on
July 28, 2000 by the Company).
99.12 The Stockholders Agreement between DT and the Goldman Entities, dated
as of July 23, 2000.
99.13 The Agreement and Plan of Merger, dated as of July 23, 2000, between
DT and the Company (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed on July 28, 2000 by the Company).
-17-
<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: July 28, 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
-18-
<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).
99.3 Joint Filing Agreement, dated February 14, 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. (previously
filed).
99.4 Power of Attorney, dated December 21, 1998, relating to Goldman,
Sachs & Co. (previously filed).
99.5 Power of Attorney, dated May 7, 1999, relating to The Goldman Sachs
Group, Inc. (previously filed).
99.6 Power of Attorney, dated January 31, 2000, relating to GS Capital
Partners, L.P. (previously filed).
99.7 Power of Attorney, dated February 1, 2000, relating to GS Advisors,
L.L.C. (previously filed).
99.8 Power of Attorney, dated December 16, 1999, relating to Stone Street
Fund 1992, L.P. (previously filed).
99.9 Power of Attorney, dated December 16, 1999, relating to Bridge Street
Fund 1992, L.P. (previously filed).
99.10 Power of Attorney, dated December 16, 1999, relating to Stone Street
1992, L.L.C. (previously filed).
99.11 The Amended and Restated Voting Agreement, dated as of July 23, 2000
(incorporated by reference to Exhibit 10.1 of the Form 8-K filed on
July 28, 2000 by the Company).
99.12 The Stockholders Agreement between DT and the Goldman Entities, dated
as of July 23, 2000.
99.13 The Agreement and Plan of Merger, dated as of July 23, 2000, between
DT and the Company (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed on July 28, 2000 by the Company).
-19-
<PAGE>
SCHEDULE II-A-i
---------------
<TABLE>
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.
<CAPTION>
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Barry S. Volpert 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.
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
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.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
-21-
<PAGE>
SCHEDULE II-A-ii
----------------
<TABLE>
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 S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L. Schwartz 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 S.
Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L. Schwartz is 133 Fleet
Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K. Mehra and
Antoine L. Schwartz are United States citizens. Richard S. Sharp is a citizen of
the United Kingdom, Sanjeev K. Mehra is a citizen of India and Antoine L.
Schwartz is a citizen of France.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
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.
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
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.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
</TABLE>
-23-
<PAGE>
SCHEDULE II-B-i
---------------
<TABLE>
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
States citizens. Sanjeev K. Mehra is a citizen of India.
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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.
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Esta E. Stecher Vice President 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.
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.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
-25-
<PAGE>
SCHEDULE II-C
-------------
On April 6, 2000, in connection with an industry-wide investigation by
the Securities and Exchange Commission (the "SEC") relating to the pricing of
government securities in advance refunding transactions, Goldman, Sachs & Co.
(the "Firm") joined in a global settlement resolving the SEC investigation as
well as a related qui tam lawsuit purportedly brought on behalf of the United
States entitled United States ex rel. Lissack v. Goldman, Sachs & Co., et al.,
95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or
denying the findings, the Firm consented to the issuance of an SEC
administrative order (SEA Rel. No. 42640) which, among other things, found that
the Firm had violated Sections 17(a)(2) and (3) of the Securities Act of 1933 in
connection with such pricing of government securities, required the Firm to
cease and desist from violating such provisions, and ordered the Firm to make
payments totaling approximately $5.1 Million to the U.S. Treasury and $104,000
to two municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of such
securities.
-26-
<PAGE>
SCHEDULE III
------------
<TABLE>
<CAPTION>
CUSIP Security Purchases Sales Price Trade Date Settlement Date
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
928615-10-3 VOICESTREAM WIRELESS CORP 800 120.9375 23-Jun-00 28-Jun-00
928615-10-3 VOICESTREAM WIRELESS CORP 3,450 101.9750 25-May-00 31-May-00
928615-10-3 VOICESTREAM WIRELESS CORP 2,250 150.5940 21-Jul-00 26-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 600 129.3750 2-Jun-00 7-Jun-00
928615-10-3 VOICESTREAM WIRELESS CORP 2,000 130.0000 21-Jul-00 26-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 140.0000 21-Jul-00 26-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 152.2238 21-Jul-00 26-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 153.6225 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 300 135.8000 25-Jul-00 28-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 700 130.7760 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 5,000 136.5000 20-Jun-00 23-Jun-00
928615-10-3 VOICESTREAM WIRELESS CORP 800 140.0000 11-Jul-00 14-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 123.3125 6-Jul-00 11-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 6,000 117.7396 1-Jun-00 6-Jun-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 123.6875 10-Jul-00 13-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 125.0000 10-Jul-00 13-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 125.0000 10-Jul-00 13-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 500 123.6875 10-Jul-00 13-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 2,400 143.0000 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 1,400 143.0000 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 450 143.0000 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 450 143.0000 24-Jul-00 27-Jul-00
928615-10-3 VOICESTREAM WIRELESS CORP 450 143.0000 24-Jul-00 27-Jul-00
928615-9B-L CALL/VSTR(BWUBL) @ 160 50 2300.0000 7-Jul-00 10-Jul-00
928615-9G-F CALL/VSTR(BWUGF) @ 130 25 1445.0000 11-Jul-00 12-Jul-00
928615-9G-F CALL/VSTR(BWUGF) @ 130 5 1325.0000 11-Jul-00 12-Jul-00
928615-9G-H CALL/VSTR(BWUGH) @ 140 5 750.0000 11-Jul-00 12-Jul-00
928615-9G-J CALL/VSTR(BWUGJ) @ 150 10 400.0000 11-Jul-00 12-Jul-00
928615-9G-J CALL/VSTR(BWUGJ) @ 150 5 400.0000 11-Jul-00 12-Jul-00
928615-9G-J CALL/VSTR(BWUGJ) @ 150 3 212.5000 21-Jul-00 24-Jul-00
</TABLE>
-27-
