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EXHIBIT 99.1
STOCKHOLDER AGREEMENT
This Stockholder Agreement (this "Agreement") dated as of July
23, 2000 among the stockholder listed on the signature page hereto ("
Stockholder" ) and Deutsche Telekom, an Aktiengesellschaft organized and
existing under the laws of the Federal Republic of Germany ("DT").
WHEREAS, simultaneously with the execution of this Agreement,
VoiceStream Wireless Corporation, a Delaware corporation ("VoiceStream"), and DT
are entering into an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of the date hereof, providing, among other things, for the merger of a
subsidiary of DT with and into VoiceStream.
WHEREAS, DT has agreed to enter into the Merger Agreement only
if Stockholder enters into this Agreement with DT;
WHEREAS, in the Merger Agreement DT has agreed, subject to the
conditions set forth therein, to acquire all of the shares of VoiceStream Common
Stock (as defined below);
NOW THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein and in the Merger Agreement, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Certain Definitions.
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(a) For the purposes of this Agreement, all capitalized terms used but
not otherwise defined herein, shall have the respective meanings given to such
terms in the Merger Agreement.
(b) For the purposes of this Agreement, the words "beneficially owned"
or "beneficial ownership" shall include, with respect to any securities, the
beneficial ownership by Stockholder and by any direct or indirect Subsidiary of
Stockholder.
(c) For purposes of this Agreement, the following terms should have the
following meanings:
"DT Derivative Securities" means any security convertible into or
exchangeable for DT Securities or the value of which is derived from the value
of DT Securities.
"DT Securities" means DT Ordinary Shares and DT American Depositary
Shares, each representing the right to receive one DT Ordinary Share.
"Transfer" means, with respect to any security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or constructive sale or other
disposition of such security or the record or beneficial ownership thereof, the
offer to make such a sale, transfer, constructive sale or other disposition, and
each agreement, arrangement or understanding whether or not in writing, to
effect any of the foregoing. The term "constructive sale" means a short sale
with respect to such security, entering into or acquiring an offsetting
derivative contract with respect to such security, entering into or acquiring a
futures or forward contract to deliver such security or entering into any
transaction that has substantially the same effect as any of the foregoing;
provided, however, that the term "constructive sale" shall not include
transactions involving the purchase and sale of securities tracking a broad
based stock index excluding the DAX index other than a monetization transaction
permitted by the Side Letter Agreement.
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2. Representations; Warranties and Covenants of Stockholder.
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Stockholder hereby represents and warrants to DT as follows:
(a) Title. As of the date hereof, Stockholder is the sole record or
beneficial owner of the number of shares of VoiceStream Common Stock set forth
on Exhibit A attached hereto ("Existing Shares" and, together with record or
beneficial ownership of any shares of VoiceStream Common Stock or other voting
capital stock of VoiceStream acquired after the date hereof, whether upon the
exercise of warrants or options, conversion of VoiceStream Preferred Stock or
any convertible securities or otherwise, "Shares"), and/or the number of
warrants, options or other rights to acquire or receive such VoiceStream Common
Stock or VoiceStream Preferred Stock, as the case may be, set forth opposite on
Exhibit A attached hereto ("Existing Rights" and, together with record or
beneficial ownership of any warrants, options or other rights to acquire or
receive such shares of VoiceStream Common Stock or other voting capital stock of
VoiceStream acquired after the date hereof, "Rights"). Stockholder is the lawful
owner of the Existing Shares and Existing Rights, free and clear of all liens,
claims, charges, security interests or other encumbrances, except as disclosed
on Exhibit A. As of the date hereof, the Existing Shares constitute all of the
capital stock of VoiceStream owned of record or beneficially by Stockholder
(excluding the Existing Rights) and Stockholder does not own of record or
beneficially, or have the right to acquire (whether currently, upon lapse of
time, following the satisfaction of any conditions, upon the occurrence of any
event or any combination of the foregoing) any shares of VoiceStream Common
Stock or VoiceStream Preferred Stock or any other securities convertible into or
exchangeable or exercisable for shares of VoiceStream Common Stock, except
pursuant to the Existing Rights.
(b) Right to Vote. Stockholder has, with respect to all of
Stockholder's Existing Shares, and will have at the VoiceStream Stockholders'
Meeting, with respect to all of Stockholder's Shares acquired prior to the
record date for the VoiceStream Shareholders' Meeting, sole voting power, sole
power of disposition or sole power to issue instructions with respect to the
matters set forth in Section 4 hereof and to fulfill its obligations under such
Section and shall not take any action or grant any person any proxy (revocable
or irrevocable) or power-of-attorney with respect to any Shares or Rights
inconsistent with his or its obligations as provided by Section 4 hereof.
Stockholder hereby revokes any and all proxies with respect to Stockholder's
Existing Shares to the extent they are inconsistent with the Stockholders'
obligations under this Agreement.
(c) Authority. Stockholder has full legal power, authority, legal
capacity and right to execute and deliver, and to perform its obligations under,
this Agreement. No other proceedings or actions on the part of Stockholder are
necessary to authorize the execution, delivery or performance of this Agreement
or the consummation of the transactions contemplated hereby. This Agreement has
been duly and validly executed and delivered by Stockholder and constitutes a
valid and binding agreement of Stockholder enforceable against Stockholder in
accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium and
other similar laws now or hereafter in effect relating to or affecting creditors
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
(d) Conflicting Instruments. Neither the execution and delivery of this
Agreement nor the performance by Stockholder of its agreements and obligations
hereunder will result in any breach or violation of, or be in conflict with or
constitute a default under, any term of any agreement, judgment, injunction,
order, decree, federal law or regulation to which Stockholder is a party or by
which Stockholder (or any of its assets) is bound.
(e) DT's Reliance. Stockholder understands and acknowledges that DT is
entering into the Merger Agreement in reliance upon Stockholder's execution,
delivery and performance of this Agreement.
3. Restriction on Transfer; Other Restrictions.
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Except as set forth in the Side Letter Agreement between TDS and DT
dated the date hereof (the "Side Letter Agreement"):
(a) Stockholder agrees not to Transfer or agree to Transfer any Shares
or Rights owned of record or beneficially by Stockholder, except as otherwise
permitted by this Section 3 or pursuant to the Merger Agreement, Transfers to
any Affiliate of the Stockholder who agrees in writing to be bound by the terms
of this Agreement or Transfers which occur by operation of law if the transferee
remains, or agrees to remain, bound by the terms of this Agreement, other than,
in each case, with DT's prior written consent.
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(b) From the date hereof until the later of January 1, 2001 and the
date of the VoiceStream Stockholders' Meeting, Stockholder agrees not to
Transfer any Shares or Rights owned of record or beneficially by Stockholder;
provided, however, that this Section 3(b) shall cease to be of any force or
effect immediately upon termination of the Merger Agreement.
(c) From the later of January 1, 2001 and the date of the VoiceStream
Stockholders' Meeting, until the earlier of the Effective Time or the
termination of the Merger Agreement, Stockholder may Transfer only up to 17.5%
of Stockholder's Total Number of Shares; provided, however, that if the
Effective Time shall not have occurred by July 31, 2001, the percentage
specified in this Section 3(c) shall on August 1, 2001 be increased by 3.75%
and, if the Effective Time shall not have occurred by August 31, 2001, such
percentage shall on September 1, 2001 be increased by an additional 3.75% for an
aggregate amount from and after September 1, 2001 of 25%.
(d) From the Effective Time through and including the three month
anniversary of the Effective Time, Stockholder agrees not to Transfer any DT
Securities or DT Derivative Securities.
(e) From the day following the three month anniversary of the Effective
Time, through and including the six month anniversary of the Effective Time,
Stockholder may Transfer only up to 40% of Stockholder's Total Number of Shares,
inclusive of any Transfer of any DT Derivative Securities.
(f) For the avoidance of doubt, the portions of a Stockholder's Total
Number of Shares permitted to be Transferred pursuant to Section 3(c) and
Section 3(e) are (i) separate and not cumulative such that if Stockholder does
not fully utilize the permission to Transfer up to 17.5% of Stockholder's Total
Number of Shares pursuant to Section 3(c), Stockholder shall not be permitted to
Transfer more than 40% of Stockholder's Total Number of Shares pursuant to
Section 3(e) and (ii) exclusive of any Transfers permitted by this Agreement
which occur at any time after the date hereof and prior to the end of the
periods specified in such Sections.
(g) For purposes of Section 3(c), the Stockholder's "Total Number of
Shares" is equal to the sum (such sum, the "Initial Number of Shares") of (i)
the number of shares of Voicestream Common Stock owned of record or beneficially
by the Stockholder as of the later of January 1, 2001 and the date of the
Voicestream Stockholders' Meeting, including any shares of Voicestream Common
Stock obtainable by the Stockholder upon conversion of any shares of Voicestream
Preferred Stock owned by the Stockholder and (ii) the number of shares of
Voicestream Common Stock owned of record or beneficially by the Stockholder as a
result of the exercise or conversion, as applicable, of any options, warrants or
convertible securities (other than Voicestream Preferred Stock) to acquire
shares of Voicestream Common Stock, during the period from the later of January
1, 2001 and the date of the Voicestream Stockholders' Meeting, until the earlier
of the Effective Time and the termination of the Merger Agreement. For purposes
of Section 3(e), Stockholder's Total Number of Shares is equal to the sum of (i)
the number of DT Securities which the Stockholder would have been entitled to
receive as Merger Consideration in the Merger in respect of the Initial Number
of Shares (determined as if all of the Stockholders who have entered into
Stockholder Agreements with DT in connection with the Merger had made a Mixed
Election) and (ii) the number of DT Securities owned of record or beneficially
by the Stockholder as a result of the exercise or conversion, as applicable, of
any options, warrants or convertible securities to acquire DT Securities (other
than any such options, warrants or convertible securities included in the
calculation of the Initial Number of Shares), during the relevant periods
specified in such subsection (e).
(h) The foregoing limitations set forth in Sections 3(c) and (e) shall
not apply to any Transfers pursuant to a tender offer, self tender offer,
exchange offer or other transaction offered generally to holders of DT
Securities and approved or not opposed by DT's Supervisory Board, and securities
subject to a Transfer made pursuant to this Section 3(h) and Section 3(l) shall
be deemed continued to be owned by the Stockholder for purposes of the
calculations made under Sections 3(c) and (e).
(i) Stockholder agrees, prior to the Effective Time, not to effect,
directly or indirectly, or through any arrangement with a third party pursuant
to which such third party may effect, directly or indirectly, any short sales of
any VoiceStream Common Stock, DT Securities or DT Derivative Securities except
in accordance with the limitations of Section 3(c) or in connection with a
monetization pursuant to the Side Letter Agreement.
(j) Stockholder hereby irrevocably waives any rights of appraisal or
rights to dissent from the Merger that Stockholder may have.
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(k) If DT's existing majority shareholders elect to effect a secondary
offering of their DT Securities during the period from the Effective Time
through the first anniversary of the Effective Time pursuant to a registration
statement filed pursuant to the Securities Act, DT shall use its reasonable best
efforts to obtain the agreement of such existing majority shareholders to
include in such offering the maximum amount of DT Securities acquired pursuant
to the Merger by the Stockholder and all other stockholders who have entered
into Stockholders Agreements with DT in connection with the Merger (the
Stockholder, and such other stockholders, collectively, the "Stockholders")
which such existing majority shareholders determine may be included in such
secondary offering without adversely affecting such secondary offering of the
securities being sold by such existing majority shareholders, on such terms and
conditions as such existing majority shareholders deem appropriate.
(l) DT has not entered into, and from and after the date hereof will
not enter into, an agreement of the kind described in Section 3(k) above
pursuant to which DT or its current majority shareholders would be requested to
grant registration rights to any third parties in connection with a secondary
offering of DT Securities by such existing majority shareholders, unless such
third parties will not have the right to have any shares included in such
registered offering unless all of the shares requested to be included in such
registered offering by any Stockholders are so included.
(m) If DT acquires any company after the date hereof for consideration
valued at more than $15 billion and, at the time the agreement in respect of
such acquisition by DT is entered into, (i) such company has a single
stockholder who owns 10% or more or a group of stockholders owning in the
aggregate 20% or more of the outstanding voting securities of such company and
(ii) in each case such stockholders are (or at any time within the prior two
years were) directors of or have the right to designate one or more directors to
the Board of Directors of such company or are officers of such company or such
company has any 5% or greater stockholders (other than institutional investors)
as to whom DT could reasonably enter into an agreement in support of such
acquisition and DT obtains or could reasonably be expected to obtain the
agreement of any such stockholder or group of stockholders of such company, as
the case may be, to vote for and support the acquisition or to limit its powers
of disposition in connection with the acquisition, the transfer restrictions
specified in Sections 3(a) through (e) shall be revised to reflect the more
favorable treatment of the stockholders of such company or the absence of
restrictions, as the case may be, including the grant or sufferance to exist of
registration rights.
4. Agreement to Vote.
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Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to
be voted or provide a consent with respect to, all Shares that it owns of record
or beneficially as of the record date for the VoiceStream Stockholders' Meeting
at the VoiceStream Stockholders' Meeting and at any other annual or special
meeting of stockholders of VoiceStream or action by written consent where such
matters arise (a) in favor of the Merger and the Merger Agreement and approval
of the terms thereof and (b) against, and Stockholder will not consent to,
approval of any Alternative Transaction or the liquidation or winding up of
VoiceStream. The obligations of each Stockholder specified in this Section 4
shall apply whether or not the Board of Directors of VoiceStream makes a
Subsequent Determination.
5. Delivery of Proxy.
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In furtherance of the agreements contained in Section 4 hereof, Stockholder
hereby agrees (a) to complete and send the proxy card received by Stockholder
with the VoiceStream Proxy Statement, so that such proxy card is received by
VoiceStream, as prescribed by the VoiceStream Proxy Statement, not later than
the fifth Business Day preceding the day of the VoiceStream Stockholders
Meeting, (b) to vote, by completing such proxy card but not otherwise, all the
Shares he or it owns of record or beneficially as of the record date for the
VoiceStream Stockholder' Meeting (i) in favor of the Merger and the Merger
Agreement and (ii) if the opportunity to do so is presented to Stockholder on
the proxy card, against any Alternative Transaction and (c) not to revoke any
such proxy.
6. No Solicitation.
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From and after the date hereof, the Stockholder shall not, nor shall it permit
any of its Subsidiaries to, nor shall it authorize or instruct any of its
officers, directors, members or employees to, and shall use its reasonable best
efforts to cause any investment banker, financial advisor, attorney, accountants
or other representatives retained by it or any of its Subsidiaries not to,
directly or indirectly through another person, on its behalf, (i) solicit,
initiate or knowingly encourage (including by way of furnishing information), or
knowingly take any other action designed to facilitate, any Alternative
Transaction, or (ii) participate in any substantive discussions or negotiations
regarding any Alternative Transaction, provided that nothing herein shall affect
the ability of Stockholder in its capacity as an officer, director, employee of,
or advisor or investment banker to, VoiceStream to take any action which is
permissible under the Merger Agreement.
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7. Termination of VoiceStream Voting Agreement and other Agreements
with Stockholders.
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The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of
September 17, 1999 by and between Stockholder and certain stockholders of Aerial
Communications Inc. and VoiceStream, the Stockholders Agreement by and among
WWC, Hutchinson Telecommunications PCS (USA) Limited and VoiceStream, the
Investor Agreement, dated as of June 23, 1999 by and among Hutchinson
Telecommunications PCS (USA) Limited and VoiceStream, the Stockholders Agreement
dated September 17, 1999 by and among Stockholder and VoiceStream, the
Registration Rights Agreement by and among VoiceStream and Stockholder dated May
4, 2000, the Investor Agreement by and among Stockholder and VoiceStream, dated
as of May 4, 2000, the Investor Agreement by and among Sonera Ltd. and
VoiceStream dated as of September 17, 1999, the Registration Rights Agreement
between VoiceStream and Sonera Ltd. dated as of September 17, 1999, the
Registration Rights Agreement by and among VoiceStream and certain stockholders
of VoiceStream, dated May 3, 1999, and the Amended and Restated Registration
Rights Agreement by and among Omnipoint Corporation and the other parties named
therein, dated June 29, 1995, shall, in consideration of the undertakings by DT
under this Agreement and the Merger Agreement, be terminated and be of no
further force or effect effective at the Effective Time. Except as set forth in
the Side Letter Agreement, Stockholder agrees that (a) until the earlier of (x)
the later of January 1, 2001 and the date of the VoiceStream Stockholders'
Meeting, and (y) the termination of the Merger Agreement, Stockholder shall not
exercise any registration rights and (b) from the date hereof until the earlier
of the termination of the Merger Agreement or the Effective Time, Stockholder
shall not be entitled to the benefit of any preemption rights that Stockholder
may have under the agreements listed in the immediately preceding sentence as a
result of the investment contemplated by the DT Financing Agreements. None of
the agreements so listed shall be amended or modified in a manner inconsistent
with the terms of this Agreement without DT's prior written approval.
8. Additional Shares and Additional Rights.
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If, after the date hereof, Stockholder acquires record or beneficial ownership
of any additional shares of capital stock of VoiceStream (any such shares,
"Additional Shares"), including, without limitation, upon exercise of any
option, warrant or right to acquire shares of capital stock of VoiceStream,
through the conversion of the VoiceStream Preferred Stock or through any stock
dividend or stock split, or record or beneficial ownership of any additional
options, warrants or rights to acquire shares of capital stock of VoiceStream
(any such options, warrants, or rights, "Additional Rights"), the provisions of
this Agreement applicable to the Shares and the Rights shall be applicable to
such Additional Shares and Additional Rights from and after the date of
acquisition thereof. The provisions of the immediately preceding sentence shall
be effective with respect to Additional Shares and Additional Rights without
action by any Person immediately upon the acquisition by any Stockholder of
record or beneficial ownership of such Additional Shares or Additional Rights.
9. Miscellaneous.
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(a) Entire Agreement. This Agreement together with the Side Letter
Agreement constitutes the entire agreement among the parties with respect to the
subject matter hereof.
(b) Costs and Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.
(c) Invalid Provisions. If any provision of this Agreement shall be
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
it affecting the remaining provisions of this Agreement.
(d) Execution in Counterparts. This Agreement may be executed in
counterparts transmitted and delivered by facsimile each of which shall be an
original with the same effect as if the signatures hereto and thereto were upon
the same instrument.
(e) Specific Performance. Stockholder agrees with DT as to itself that
if for any reason Stockholder fails to perform any of its agreements or
obligations under this Agreement, irreparable harm or injury to DT would be
caused as to which money damages would not be an adequate remedy. Accordingly,
Stockholder agrees that, in seeking to enforce this Agreement against
Stockholder, DT shall be entitled, in addition to any other remedy available at
law, equity or otherwise, to specific performance and injunctive and other
equitable relief. The provisions of this Section 10(e) are without prejudice to
any other rights or remedies, whether at law or in equity, that DT may have
against Stockholder for any failure to perform any of its agreements or
obligations under this Agreement.
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(f) Amendments; Termination.
(i) This Agreement, including this Section 10(f), may not be modified,
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by the parties hereto.
(ii) The provisions of this Agreement (other than Sections 3, 4 and 5)
shall terminate upon the earliest to occur of (A) the consummation of the
Merger, (B) the date that is two (2) years after the date hereof, and (C) the
termination of the Merger Agreement. The provisions of Section 3 of this
Agreement shall terminate when the applicable time period set forth therein
lapses. The provisions of Sections 4 and 5 of this Agreement shall terminate
upon the earlier of the consummation of the Merger and termination of the Merger
Agreement.
(g) Governing Law; Submission and Jurisdiction.
(i) This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to the principles
of conflicts of laws thereof.
(ii) Each of the parties hereto irrevocably agrees that any legal
action or proceeding with respect to this Agreement or for recognition and
enforcement of any judgment in respect hereof brought by the other party hereto
or its successors or assigns shall be brought and determined only in the United
States District Court for the State of Delaware or, in the event (but only in
the event) that such court does not have subject matter jurisdiction over such
action or proceeding, in the courts of the State of Delaware. Each of the
parties hereto hereby irrevocable submits with regard to any such action or
proceeding for itself and in respect to its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid courts. Each of
the parties hereto hereby irrevocably waives, and agrees not to assert, by way
of motion, as a defense, counterclaim or otherwise, in any action or proceeding
with respect to this Agreement, (A) any claim that it is not personally subject
to the jurisdiction of the above-named courts for any reason other than the
failure to serve in accordance with this Section 10(g)(ii) or that it or its
property is exempt or immune from jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise), and (B) to the fullest extent permitted by
the applicable law, that (x) the suit, action or proceeding in such court is
brought in an inconvenient forum, (y) the venue of such suit, action or
proceeding is improper and (z) this Agreement, or the subject matter hereof, may
not be enforced in or by such courts. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 10(i) shall
be deemed effective service of process on such party.
(h) Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
legal successors (including, in the case of Stockholder or any other individual,
any executors, administrators, estates, legal representatives and heirs of
Stockholder or such individual) and permitted assigns; provided that, except as
otherwise provided in this Agreement, no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement.
(i) Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date of receipt and shall be delivered personally or sent by
overnight courier or sent by telecopy, to the Parties at the following addresses
or telecopy numbers (or at such other address or telecopy number for a party as
shall be specified by like notice):
(i) if to Stockholder, at Stockholder's address appearing below at any
other address that Stockholder may have provided in writing to DT,
Telephone and Data Systems, Inc.
30 North LaSalle, Suite 4000
Chicago, Illinois 60602
Attention: LeRoy T. Carlson, Jr., President
Facsimile: 312-630-9299
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with a copy to:
Sidley & Austin
Bank One Plaza
10 South Dearborn
Chicago, Illinois 60603
Attention: Michael G. Hron
Facsimile: 312-853-7036
(ii) if to DT:
Deutsche Telekom AG
140 Friedrich-Ebert-Allee
53113 Bonn
Germany
Attention: Kevin Copp
Facsimile: +49-228-181-44177
with a copy to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Robert P. Davis
Facsimile: (212) 225-3999
(j) Waiver of Immunity. DT agrees that, to the extent that it or any of
its property is or becomes entitled at any time to any immunity on the grounds
of sovereignty or otherwise based upon its status as an agency or
instrumentality of government from any legal action, suit or proceeding or from
setoff or counterclaim relating to this Agreement from the jurisdiction of any
competent court, from service of process, from attachment prior to judgment,
from attachment in aid of execution of a judgment, from execution pursuant to a
judgment or arbitral award, or from any other legal process in any jurisdiction,
it, for itself and its property expressly, irrevocably and unconditionally
waives, and agrees not to plead or claim, any such immunity with respect to such
matters arising with respect to this Agreement or the subject matter hereof
(including any obligation for the payment of money). DT agrees that the waiver
in this provision is irrevocable and is not subject to withdrawal in any
jurisdiction or under any statute, including the Foreign Sovereign Immunities
Act, 28 U.S.C. ss. 1602 et seq. The foregoing waiver shall constitute a present
waiver of immunity at any time any action is initiated against DT with respect
to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Stockholders Agreement as of this 23rd day of July, 2000.
DEUTSCHE TELEKOM AG
By: /s/ Kevin Copp
-------------------
Name: Kevin Copp
Title: Head of International Legal Affairs
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ Sandra L. Helton
------------------------
Name: Sandra L. Helton
Title: Executive Vice President - Finance
and Chief Financial Officer
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EXHIBIT A
Stockholder Name and Address Number of Existing Shares Number and Description
of Existing Rights
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Telephone and Data Systems, Inc. 35,570,493
30 North LaSalle, Suite 4000
Chicago, IL 60602
Attention: LeRoy T. Carlson, Jr.,
President
Facsimile: 312-630-9299
