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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
[ X ] 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
February/2000
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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 [ ] 10% Owner
[ ] Officer (give title below) [ X ] Other (specify below)
Former 10% Owner
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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 | 2/17/00 | P | | 4,866 | A | $154.50 | | 01,03 | 01,03 |
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| | | | | | | | | |
Common Stock | 2/17/00 | P | | 600 | A | $151.25 | | 01,03 | 01,03 |
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| | | | | | | | | |
Common Stock | 2/25/00 | D(02)| V | 03 | D | 02 | -0- | 03 | 03 |
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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 | 2/25/00|D(02)|V| | 939 | 04 | 04 |Common Stock | 939 | 02 | -0- |03,04 |03,04 |
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Stock Option | | | | | | | | | | | | | | |
(right to buy)| $9.25 | 2/25/00|D(02)|V| | 250 | Immed. | 1/1/08 |Common Stock | 250 | 02 | -0- |03,05 |03,05 |
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Stock Option | | | | | | | | | | | | | | |
(right to buy)| $9.25 | 2/25/00|D(02)|V| | 704 | 06 | 1/1/08 |Common Stock | 704 | 02 | -0- |03,06 |03,06 |
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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.L.C. ("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 securities reported herein as purchased were purchased and may be deemed
to be beneficially owned directly by Goldman Sachs. Without admitting any legal
obligation, Goldman Sachs will remit appropriate profits, if any, to the
Company.
02: On February 25, 2000, VoiceStream Wireless Corporation, a Washington
corporation ("VS Washington"), merged with a wholly-owned subsidiary of
VoiceStream Wireless Holding Corporation, which is a Delaware corporation that
was itself wholly owned by VS Washington, and its shares were exchanged for
shares of VoiceStream Wireless Holding Corporation ("Holding Corporation") on a
one for one basis (the "Merger"). Immediately after the Merger, Holding
Corporation changed its name to VoiceStream Wireless Corporation ("VS
Delaware"). The market value of Holding Corporation on the effective date of the
Merger was $140.4375 per share. Outstanding and unexercised options to purchase
VS Washington common stock were assumed by Holding Corporation and converted
into an option to purchase an equal amount of shares of Holding Corporation
common stock. The terms and conditions of the original options remain unchanged.
03: Pursuant to the Merger, Goldman Sachs may be deemed to have disposed of
7,066 shares of VS Washington common stock in exchange for 7,066 shares of
Holding Corporation common stock. These securities may be deemed to have been
beneficially owned directly by Goldman Sachs and may be deemed to have been
beneficially owned indirectly by GS Group.
GS Group may be deemed to have disposed of 68,821 shares of VS Washington common
stock in exchange for 68,821 shares of Holding Corporation common stock.
GSCP may be deemed to have disposed of 8,986,738 shares of VS Washington common
stock in exchange for 8,986,738 shares of Holding Corporation common stock.
These securities may be deemed to have been beneficially owned directly by GSCP
and may be deemed to have been beneficially owned indirectly by its general
partner, GS Advisors. 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 have disposed of 470,401 shares of VS Washington
common stock in exchange for 470,401 shares of Holding Corporation common stock.
These securities may be deemed to have been beneficially owned directly by Stone
Street and may be deemed to have been beneficially owned indirectly by its
general partner, Stone 1992 LLC. 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 have disposed of 273,069 shares of VS Washington
common stock in exchange for 273,069 shares of Holding Corporation common stock.
These securities may be deemed to have been beneficially owned directly by
Bridge Street and may be deemed to have been beneficially owned indirectly by
its managing general partner, Stone 1992 LLC. Stone 1992 LLC disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
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 acquired or disposed of directly by
Goldman Sachs or GS Group. Goldman Sachs and GS Group each disclaim beneficial
ownership of the securities disposed of by the Limited Partnerships except to
the extent of their pecuniary interest therein.
04: 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.
05: 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.
06: 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/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.L.C.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1992, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1992, L.P.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Stone Street 1992 LLC
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Date: March 13, 2000
** 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.
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 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
January 31, 2000.
GS CAPITAL PARTNERS, L.P.
By: GS ADVISORS, 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 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
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KACA B. ENQUIST, Vice President
