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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
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(Title of Class of Securities)
928615103
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(CUSIP Number)
John W. Stanton and Theresa E. Gillespie
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, WA 98006
(425)586-8700
(Name, address and telephone number of person authorized
to receive notices and communications)
September 17, 1999
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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 [X].
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
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Stanton and Theresa E. Gillespie, husband and wife
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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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
U.S.A.
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 6,555,411 (1)
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER
6,555,411 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,555,411 (1)
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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)
6.9%
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14. TYPE OF REPORTING PERSON
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IN
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(1) Includes (i) 1,686,069 shares of VoiceStream Wireless Common Stock held of
record by PN Cellular, Inc. ("PN Cellular"), which is substantially owned and
controlled by Mr. Stanton and Ms. Gillespie, (ii) 1,274,519 shares of
VoiceStream Wireless Common Stock held of record by Stanton Communications
Corporation ("SCC"), which is substantially owned and controlled by Mr. Stanton
and Ms. Gillespie, (iii) 3,152,774 shares of VoiceStream Wireless Common Stock
held by Mr. Stanton and Ms. Gillespie, as tenants in common, (iv) 164,437 shares
of VoiceStream Wireless Common Stock held of record by The Stanton Family Trust;
and (v) 90,000 shares and 15,000 shares of VoiceStream Wireless Common Stock
held of record by each of Mr. Stanton and Ms. Gillespie, respectively, pursuant
to Western Wireless Corporation's 1997 Executive Restricted Stock Plan. Mr.
Stanton and Ms. Gillespie are married and share voting and investment power with
respect to the shares jointly owned by them, as well as the shares held of
record of PN Cellular, SCC and The Stanton Family Trust.
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This Amendment No. 1 to Schedule 13D amends and supplements the
Schedule 13D filed by John W. Stanton ("Mr. Stanton") and Theresa E. Gillespie
("Ms. Gillespie") with the Securities and Exchange Commission on June 28, 1999,
relating to the common stock, no par value (the "Common Stock"), of VoiceStream
Wireless Corporation, a Washington corporation (the "Company").
Unless otherwise indicated herein, each capitalized term used and
not defined herein shall have the meaning assigned to such term in the Schedule
13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
Involving Securities of the Issuer.
On September 17, 1999, the Company, VoiceStream Wireless Holding
Corporation, a Delaware corporation ("Holding"), Aerial Communications, Inc., a
Delaware corporation ("Aerial"), Telephone and Data Systems, Inc., a Delaware
corporation ("TDS") , TDS and VoiceStream Subsidiary III Corporation, a Delaware
corporation and wholly owned subsidiary of Holding ("Sub"), entered into an
Agreement and Plan of Reorganization, dated as of September 17, 1999, among (the
"Aerial Reorganization Agreement") pursuant to which a merger of Sub into Aerial
is contemplated (the "Merger"). In conjunction with the Aerial Reorganization
Agreement, Mr. Stanton, Ms. Gillespie, certain other stockholders of the
Company, the Company, Aerial and TDS entered into a Parent Stockholder
Agreement, dated as of September 17, 1999 (the "Parent Stockholder Agreement"),
which provides that the parties thereto shall vote their shares of the Common
Stock for the election to the board of directors of the Company (i) so long as
TDS beneficially owns at least 4,500,000 shares of Common Stock, one member, who
shall be an individual designated by TDS but who is not an officer, director,
management level employee or affiliate of TDS, or of any person in which TDS or
any affiliate of TDS has an "attributable interest" (as defined by applicable
FCC rules and regulations)(a "Qualified Designee"); provided, however, that the
Company shall have the right to approve such designee, which approval shall not
be unreasonably withheld; and provided further, however, that if TDS owns more
than 9,800,000 shares of the Common Stock and Sonera Ltd, a Finnish limited
liability company, and its affiliates own less than 4,500,000 shares of the
Common Stock, then TDS shall have the right to designate two Qualified Designees
as directors of the Company, and (ii) the directors designated pursuant to the
Voting Agreement referred to in the original Schedule 13D filing, the
Reorganization Agreement with Omnipoint referred to in such original filing, and
a letter agreement, dated June 23, 1999 with Hutchinson Telecommunications PCS
(USA) Limited ("Hutchinson"), a British Virgin Islands Corporation (the
"Hutchinson Letter"), whereby Hutchinson's representation on the board of
directors of the Company would be increased to four.
In addition, the parties to the Parent Stockholder Agreement have
agreed to attend a meeting of the Company's stockholders, in person or by proxy,
and to vote or cause to be voted the number of shares of Common Stock
beneficially owned by them set forth in a schedule to the Parent Stockholder
Agreement (the "Scheduled Shares") in favor of (i) the adoption and approval of
the Aerial Reorganization Agreement, and (ii) the Merger, and any other matters
necessary to consummate the transactions contemplated in the Aerial
Reorganization Agreement.
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In addition, pursuant to the Parent Stockholder Agreement, the
parties thereto have agreed, upon the consummation of the Merger, to enter into
a new voting agreement on terms mutually satisfactory to the parties thereto,
and pursuant to which (i) the voting arrangements which existed under the Voting
Agreement described in the original Schedule 13D filing will apply to Holding,
(ii) the voting arrangements set forth above shall be effectuated, the
Hutchinson Letter shall be effectuated and the provisions of Section 7.4 of the
Reorganization Agreement with Omnipoint shall be effectuated.
Finally, from and after the date of the Parent Stockholder
Agreement through the earlier of the effective time of the transactions
contemplated by the Aerial Reorganization Agreement and the termination of the
Parent Stockholder Agreement, each of Mr. Stanton and Ms. Gillespie and each of
certain other stockholders of the Company have agreed not to sell or otherwise
dispose of, any of the Scheduled Shares beneficially owned by such stockholder
unless, as a condition to such sale, each transferee agrees to be bound by the
provisions of the Parent Stockholder Agreement applicable to the stockholders of
the Company.
The foregoing descriptions of the Parent Stockholder Agreement is
subject to, and qualified in its entirety by reference to, the form of Parent
Stockholder Agreement, which is filed as exhibit 99.3 hereto and incorporated by
reference into this Item 6.
Item 7. Material To be Filed as Exhibits.
99.3 Parent Stockholder Agreement, dated as of September 17, 1999,
by and among Aerial, TDS, the Company, Holding, Mr. Stanton, Ms. Gillespie and
certain stockholders of VoiceStream Wireless Corporation.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 27, 1999
By: /s/ John W. Stanton
---------------------------------
John W. Stanton
By: /s/ Theresa E. Gillespie
---------------------------------
Theresa E. Gillespie
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Exhibit Index
99.3 Parent Stockholder Agreement, dated as of September 17, 1999,
by and among Aerial, TDS, the Company, Holding, Mr. Stanton, Ms. Gillespie and
certain stockholders of VoiceStream Wireless Corporation.
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EXHIBIT 99.3
PARENT STOCKHOLDER AGREEMENT
PARENT STOCKHOLDER AGREEMENT, dated as of September 17, 1999 (this
"Agreement") by and among Aerial Communications, Inc., a Delaware corporation
("Company"), Telephone and Data Systems, Inc., a Delaware corporation ("TDS"),
VoiceStream Wireless Corporation, a Washington corporation ("VoiceStream"),
VoiceStream Wireless Holding Corporation, a Delaware corporation
("Holding")(VoiceStream and Holding are collectively referred to as Parent as
provided in Section 1(b)) and the individuals and entities set forth on Schedule
I hereto (each a "Parent Stockholder" and, collectively, the "Parent
Stockholders").
RECITALS
WHEREAS, each Parent Stockholder is a stockholder of VoiceStream;
WHEREAS, Company, VoiceStream, Holding, VoiceStream Subsidiary III
Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent
("Sub"), and Telephone and Data Systems, Inc. ("TDS") are entering into an
Agreement and Plan of Reorganization, dated as of September 17, 1999 (the
"Reorganization Agreement"), providing for, among other things, the merger of
Sub with and into Company and the conversion of shares of Company Common Stock
into shares of Parent Common Stock, par value $0.001(the "Parent Common Stock");
WHEREAS, the Board of Directors of Parent, at a meeting duly called
and held, duly adopted resolutions approving, among other things, the
Reorganization Agreement and the Reorganization, determining that the
Reorganization and the issuance (the "Parent Share Issuance") of shares of
Parent Common Stock in accordance with the Reorganization to be fair to, and in
the best interests of, Parent's stockholders;
WHEREAS, each Parent Stockholder owns beneficially the number of
shares of Parent Common Stock set forth opposite such Parent Stockholder's name
in Schedule I hereto (the "VoiceStream Scheduled Shares"); and
WHEREAS, as a condition to Company's willingness to enter into the
Reorganization Agreement and as a condition to TDS's willingness to enter into a
stockholder agreement (the "TDS Stockholder Agreement") with respect to the
Reorganization Agreement, each of Company and TDS has required that each Parent
Stockholder agree, and in order to induce Company to enter into the
Reorganization Agreement and to induce TDS to enter into the TDS Stockholder
Agreement, each Parent Stockholder has agreed, to enter into this Agreement;
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NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Defined Terms and Certain Matters. (a) Capitalized terms used in
this Agreement that are not defined herein shall have such meanings as set forth
in the Reorganization Agreement.
(b) VoiceStream, Holding and Omnipoint Corporation, a Delaware
corporation ("Omnipoint"), have entered into an Agreement and Plan of
Reorganization dated as of June 23, 1999 (the "Omnipoint Agreement") providing
for, among other things, the acquisition of Omnipoint. VoiceStream shall be the
Parent for purposes of this Agreement until the earlier of the closing of the
reorganization contemplated by the Omnipoint Agreement ("Omnipoint
Reorganization") or the Merger provided for in the Reorganization Agreement.
"Qualified Designee" shall mean an individual who is not an officer,
director, management level employee or Affiliate of TDS, or of any Person in
which TDS or any Affiliate of TDS has an "attributable interest" (as defined by
applicable FCC rules and regulations) designated by TDS provided that Parent
shall have the right to approve the designee, which approval shall not be
unreasonably withheld.
"Beneficially Owned" and "Beneficial Ownership" have the meaning set
forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange
Act; except that no broker or dealer or any affiliate thereof shall be deemed to
Beneficially Own shares of Common Stock, the beneficial ownership of which is
acquired in the ordinary course of the activities of a broker or dealer
registered under Section 15 of the Securities Exchange Act of 1934, as amended,
including, but not limited to, the acquisition of beneficial ownership of such
securities as a result of any market-making or underwriting activities
(including any shares acquired for the investment account of a broker or dealer
in connection with such underwriting activities), or the exercise of investment
or voting discretion authority over any of its customer accounts, or the
acquisition in good faith of such securities in connection with the enforcement
of payment of a debt previously contracted.
2. Voting Agreement and Director Designees.
(a) Parent Stockholders are parties to a Voting Agreement, dated May
3, 1999 ("VoiceStream Voting Agreement"), pursuant to which each Parent
Stockholder agreed on the terms set forth in the VoiceStream Voting Agreement to
vote the shares of
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Parent Common Stock Beneficially Owned by it at the time of a vote in favor of
directors designated by such Parent Stockholders. On June 23, 1999 the Parent
Stockholders entered into an Agreement (the "Omnipoint Voting Agreement") with
certain stockholders of Omnipoint (the "Omnipoint Stockholders") in which they
agreed, among other things, to terminate the VoiceStream Voting Agreement and
enter into a new Voting Agreement on terms mutually satisfactory to Omnipoint
Stockholders and Parent Stockholders ("Newco Voting Agreement") which will set
forth voting arrangements which will apply to Holding after the Omnipoint
Reorganization. The Parent Stockholders and TDS hereby agree as follows: (i) if
at the Effective Time the Omnipoint Reorganization has not been consummated, the
Parent Stockholders and TDS shall enter into a voting agreement ("Newco Voting
Agreement II") effective on the Effective Time on terms mutually satisfactory to
the Parent Stockholders and TDS, pursuant to which (w) the voting arrangements
which existed under the VoiceStream Voting Agreement will apply to Parent, (x)
the provisions of Section 2(b) below shall also be effectuated, (y) the
provisions of the letter agreement, dated June 23, 1999 ("Hutchison Letter"),
with Hutchinson will be effectuated, and (z) upon consummation of the Omnipoint
Reorganization, the provisions of Section 7.4 of the Omnipoint Agreement shall
be effectuated; (ii) if at the Effective Time the Omnipoint Reorganization has
been consummated, the Parent Stockholders and TDS shall enter into, and shall
use reasonable efforts to seek to have the Omnipoint Stockholders to enter into,
Newco Voting Agreement II, effective on the Effective Time on terms mutually
satisfactory to the Parent Stockholders, TDS and the Omnipoint Stockholders
effectuating each of clauses (w), (x), (y) and (z) above. If the Omnipoint
Stockholders do not enter into Newco Voting Agreement II which shall be
effective at the Effective Time, the Parent Stockholders and TDS shall enter
into Newco Voting Agreement II effective at the Effective Time, it being
understood and agreed that the Parent Stockholders and the Omnipoint
Stockholders will still enter into the Newco Voting Agreement.
(b) Pursuant to Newco Voting Agreement II each of the Parent
Stockholders and TDS (and the Omnipoint Stockholders if they agree to enter into
such agreement) shall agree, on the terms set forth therein, to vote, or cause
to be voted, all of the shares of Parent Common Stock Beneficially Owned by it
at the time of the vote in person or by proxy (and shall take all other
necessary or desirable action within TDS or such Parent Stockholder's control
including attendance at meetings in person or by proxy for purposes of obtaining
a quorum and execution of written consents in lieu of meetings), for the
election and continuation in office of (i) one (1) Qualified Designee as
director of Parent so long as TDS Beneficially Owns at least 4,500,000 shares of
Parent Common Stock; provided, however if TDS
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owns more than 9,800,000 shares of Parent Common Stock and Sonera Ltd. and its
Affiliates own less than 4,500,000 shares of Parent Common Stock, TDS shall be
permitted to designate two (2) Qualified Designees as directors of Parent; (ii)
the directors designated by the Parent Stockholders pursuant to the VoiceStream
Voting Agreement (as restated in Newco Voting Agreement II), the Hutchison
Letter and Section 7.4 of the Omnipoint Agreement.
(c) By their execution of this Agreement each Parent Stockholder
severally agrees to be bound by the provisions of Sections 6(a) and 6(b) of the
Investor Agreement, dated as of September 17, 1999, among Sonera Ltd.,
VoiceStream and Holding and agree that Sonera Ltd. shall be a third party
beneficiary of this sub clause (c).
(d) Parent agrees if necessary, to amend the Bylaws of Parent, to
increase the number of authorized directors to a number sufficient to satisfy
the obligations in the VoiceStream Voting Agreement, Newco Voting Agreement and
Newco Voting Agreement II, as applicable.
3. Covenants of Each Parent Stockholder. Until the earlier of the
Effective Time or the termination of this Agreement in accordance with Section
5, each Parent Stockholder covenants and agrees as follows:
(a) Each Parent Stockholder hereby agrees to attend the Parent
Stockholders' Meeting, in person or by proxy, and to vote (or cause to be voted)
all VoiceStream Scheduled Shares owned by such Parent Stockholder at the time of
the Parent Stockholders' Meeting in favor of adoption and approval of the
Reorganization Agreement, the Merger and the Parent Share Issuance and any other
matters necessary to consummate the transactions contemplated in the
Reorganization Agreement; such agreement to vote shall apply also to any
adjournment or adjournments of the Parent Stockholders' Meeting.
(b) Each of John W. Stanton, Theresa E. Gillespie, PN Cellular, Inc.,
Stanton Family Trust, Stanton Communications Corporation, Hutchison
Telecommunications Holdings (USA) Limited and Hutchison Telecommunications PCS
(USA) Limited (collectively the "Designated Parent Stockholders") hereby agrees
not to sell, transfer, pledge, encumber or otherwise dispose of (collectively,
"Transfer") any of its VoiceStream Scheduled Shares, unless, as a condition to
any such Transfer, each transferee (or, in the case of a pledge or similar
transfer, each pledge or similar conditional transferee) of any such shares,
prior to such Transfer (or, in the case of a pledge or similar transfer, prior
to taking title to or exercising any rights with respect to the applicable
VoiceStream Scheduled Shares), agrees in writing to be bound by the provisions
of Sections 3 and 5 through 16 of this
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Agreement applicable to the Parent Stockholders (and such transferee shall
thereby become a Parent Stockholder for all purposes of Sections 3 and 5 through
16 of this Agreement). Any Transfer by a Designated Parent Stockholders of such
shares and securities without compliance with this Section 3(b) of this
Agreement shall be null and void and such transferee shall have no rights as a
stockholder of VoiceStream.
(c) To the extent inconsistent with the foregoing provisions of this
Section 3, each Parent Stockholder hereby revokes any and all previous proxies
with respect to such Parent Stockholder's VoiceStream Scheduled Shares.
4. Representations and Warranties of Parent Stockholder. Each Parent
Stockholder, severally, as to such Parent Stockholder, represents and warrants
(which representations shall continue for the term of this Agreement) to each of
Company and TDS as follows:
(a) Such Parent Stockholder has the legal capacity, power and
authority to enter into and perform all of such Parent Stockholder's obligations
under this Agreement. To the extent such Parent Stockholder is a legal entity,
the execution, delivery and performance of this Agreement by such Parent
Stockholder has been duly authorized by all requisite corporate or other entity
action and does not violate such Parent Stockholder's organizational documents.
The execution, delivery and performance of this Agreement by such Parent
Stockholder does not violate any other instrument or agreement or any law,
regulation or order applicable to such Parent Stockholder or its assets,
including, without limitation, any voting agreement, stockholders agreement or
voting trust. This Agreement has been duly and validly executed and delivered by
such Parent Stockholder and constitutes a valid and binding agreement of such
Parent Stockholder, enforceable against such Parent Stockholder in accordance
with its terms.
(b) (i) Such Parent Stockholder is the beneficial owner of, and has
good and marketable title to, the VoiceStream Scheduled Shares set forth
opposite its name on Schedule I, and (ii) such Parent Stockholder has the sole
right to vote, the sole power of disposition with respect to, and the sole power
to demand appraisal rights with respect to, the VoiceStream Scheduled Shares set
forth opposite its name on Schedule I, and none of such shares is subject to any
voting trust, proxy or other agreement, arrangement or restriction with respect
to the voting of such shares which in any way limits, restricts or conflicts
with this Agreement.
5. Termination. This Agreement shall terminate upon the earlier of (i)
termination of the Reorganization Agreement as
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provided for in Section 8.1 of the Reorganization Agreement or (ii) the later of
(A) the Effective Time or (B) full execution of Newco Voting Agreement II as
provided for in Section 2(a).
6. Further Assurances. Each Parent Stockholder, Company and TDS will,
from time to time, execute and deliver, or cause to be executed and delivered,
such additional or further consents, proxies, documents and other instruments as
the other may reasonably request for the purpose of effectively carrying out the
transactions contemplated by this Agreement.
7. Successors, Assigns and Transferees Bound. This Agreement shall be
binding upon the successors, assigns and, to the extent set forth in Section
3(b) hereof with respect to Designated Parent Stockholders, transferees of the
parties hereto, and the parties hereto shall take any and all actions necessary
to obtain the written confirmation from any such successor, assignee and, to the
extent set forth in Section 3(b) hereof with respect to Designated Parent
Stockholders, transferee that it is bound by the terms hereof.
8. Remedies. Each party hereto acknowledges that money damages would
be both incalculable and an insufficient remedy for any breach of this Agreement
by it, and that any such breach would cause the other party irreparable harm.
Accordingly, each party agrees that in the event of any breach or threatened
breach of this Agreement, the other party, in addition to any other remedies at
law or in equity it may have, shall be entitled, without the requirement of
posting a bond or other security, to equitable relief, including injunctive
relief and specific performance.
9. Submission to Jurisdiction. Each party hereto hereby irrevocably
submits in any suit, action or proceeding arising out of or related to this
Agreement or any of the transactions contemplated hereby or thereby to the
exclusive jurisdiction of the United States District Court for the District of
Delaware and the courts of the State of Delaware and waives any and all
objections to jurisdiction that it may have under the laws of the State of
Delaware or the United States and any claim or objection that any such court is
an inconvenient forum.
10. Severability. The invalidity or unenforceability of any provision
of this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction, or
the validity or enforceability of any provision of this Agreement in any other
jurisdiction.
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11. Amendment. This Agreement may be amended only by means of a
written instrument executed and delivered by each of the Parent Stockholders,
Company and TDS.
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
13. Counterparts. For the convenience of the parties, this Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
14. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally, sent by overnight
courier (providing proof of delivery) or telecopied (with a confirmatory copy
sent by overnight courier) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
(a) if to Company, to
Aerial Communications, Inc.
8410 West Bryn Mawr, Suite 1100
Chicago, Illinois 60631
Attn: President
Telecopy No.: 773-399-4147
with a copy to:
Aerial Company Communications, Inc.
c/o Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-853-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
(b) if to TDS, to
Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
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<PAGE> 8
Chicago, Illinois 60602
Attn: Chairman
Telecopy No.: 312-853-9299
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Michael G. Hron, Esq.
Telecopy No.: 312-853-7036
(c) if to VoiceStream, to
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Suite 400
Bellevue, WA 98006
Attention: General Counsel
Telecopy No.: 425-586-8080
with a copy to:
Friedman Kaplan & Seiler
875 Third Avenue
New York, NY 10022
Attn: Barry A. Adelman, Esq.
Telecopy No.: 212-355-6401
and
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Attn: Richard B. Dodd, Esq.
Telecopy No.: 206-623-7022
(d) if to Holding, to
VoiceStream Wireless Holding Corporation
3650 131st Avenue S.E.
Suite 400
Bellevue, WA 98006
Attention: General Counsel
Telecopy No.: 425-586-8080
-8-
<PAGE> 9
with a copy to:
Friedman Kaplan & Seiler
875 Third Avenue
New York, NY 10022
Attn: Barry A. Adelman, Esq.
Telecopy No.: 212-335-6401
and
Preston Gates & Ellis LLP
5000 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Attn: Richard B. Dodd, Esq.
Telecopy No.: 206-623-7022
(e) if to a Parent Stockholder, to it at the corresponding address set
forth on Schedule I hereto.
15. Limitation on Liability. No party hereto shall have any liability
hereunder for any acts or omissions of any other party hereto.
16. Expenses. Each party hereto shall bear its own expenses incurred
in connection with this Agreement.
* * * * * *
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date noted above.
AERIAL COMMUNICATIONS, INC.
By: /s/ LeRoy T. Carlson, Jr.
-------------------------------------
Name: LeRoy T. Carlson, Jr.
Title: Chairman
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ LeRoy T. Carlson
-------------------------------------
Name: LeRoy T. Carlson
Title: Chairman
PARENT STOCKHOLDERS:
HELLMAN & FRIEDMAN CAPITAL PARTNERS II,
L.P., A CALIFORNIA LIMITED PARTNERSHIP
By: Hellman & Friedman Investors, L.P.,
its general partner
By: Hellman & Friedman Investors,
Inc., its general partner
By: /s/ Mitchell Cohen
--------------------------------
Name: Mitchell Cohen
Title: Vice President
H&F ORCHARD PARTNERS, L.P., A CALIFORNIA
LIMITED PARTNERSHIP
By: H&F Orchard Investors, L.P., its
general partner
By: H&F Orchard Investors, Inc.,
its general partner partner
By: /s/ Mitchell Cohen
--------------------------------
Name: Mitchell Cohen
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Title: Vice President
H&F INTERNATIONAL PARTNERS, L.P., A
CALIFORNIA LIMITED PARTNERSHIP
By: H&F International Investors, L.P.,
its general partner
By: H&F International Investors,
Inc., its general partner partner
By: /s/ Mitchell Cohen
--------------------------------
Name: Mitchell Cohen
Title: Vice President
/s/ John W. Stanton
---------------------------------------------
John W. Stanton
/s/ Theresa E. Gillespie
---------------------------------------------
Theresa E. Gillespie
PN CELLULAR, INC.
By: /s/ John W. Stanton
-------------------------------------
Name: John W. Stanton
Title:
STANTON FAMILY TRUST
By: /s/ Theresa E. Gillespie
-------------------------------------
Name: Theresa E. Gillespi
Title: Trustee
STANTON COMMUNICATIONS CORPORATION
By: /s/ John W. Stanton
-------------------------------------
Name: John W. Stanton
Title:
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<PAGE> 12
GS CAPITAL PARTNERS, L.P.
By: GS Advisors L.P., General Partner
By: GS Advisors, Inc., General Partner
By: /s/ Eve M. Gerriets
--------------------------------
Name: Eve M. Gerriets
Title: Vice President
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Joseph H. Glebermer
-------------------------------------
Name: Joseph H. Glebermer
Title: Vice President
BRIDGE STREET FUND 1992, L.P.
By: Stone Street Performance Corp.,
Managing General Partner
By: /s/ Eve M. Gerriets
-------------------------------------
Name: Eve M. Gerriets
Title: Vice President
STONE STREET FUND 1992, L.P.
By: Stone Street Performance Corp.,
General Partner
By: /s/ Eve M. Gerriets
-------------------------------------
Name: Eve M. Gerriets
Title: Vice President
-12-
<PAGE> 13
PROVIDENCE MEDIA PARTNERS L.P.
By: Providence Media G.P. Limited
Partnership, General Partner
By: Providence Ventures L.P., General
Partner
By: /s/ Jonathan M. Nelson
--------------------------------
Name: Jonathan M. Nelson
Title: President
HUTCHISON TELECOMMUNICATIONS HOLDINGS
(USA) LIMITED
By: /s/ Canning Fok
-------------------------------------
Name: Canning Fok
Title: Director
By: /s/ Edith Shih
-------------------------------------
Name: Edith Shih
Title: Company Secretary
HUTCHISON TELECOMMUNICATIONS PCS (USA)
LIMITED
By: /s/ Canning Fok
-------------------------------------
Name: Canning Fok
Title: Director
By: /s/ Edith Shih
-------------------------------------
Name: Edith Shih
Title: Company Secretary
-13-
