<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Omnipoint Corporation
---------------------
(Name of Issuer)
Common Stock, Par Value $0.01 per share
---------------------------------------
(Title of Class of Securities)
68212D102
--------------------------
(CUSIP Number)
Edith Shih
Hutchison Whampoa Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
(852-2128-1188)
________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Copies to:
John A. Otoshi
Dewey Ballantine LLP
Suite 3907, Asia Pacific Finance Tower
3 Garden Road
Hong Kong
(852-2509-7000)
________________
June 23, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the 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 [_].
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 68212D102 PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUTCHISON WHAMPOA LIMITED - Not Applicable
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,271,000(1)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,271,000(1)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,271,000/(1)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 68212D102 PAGE 3 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED - Not Applicable
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
British Virgin Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,271,000(1)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
4,271,000/(1)/
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,271,000/(1)/
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 68212D102 PAGE 4 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHEUNG KONG (HOLDINGS) LIMITED - Not Applicable
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Hong Kong
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
Disclaimed (See 11 below.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
Disclaimed (See 11 below.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
Cheung Kong expressly disclaims beneficial ownership of the shares
beneficially owned by Hutchison Whampoa Limited and Hutchison
Telecommunications PCS (USA) Limited,
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
<PAGE>
(1) Issuable upon conversion of 4,271 shares of Series A Non-Voting Convertible
Preferred Stock at a conversion price of $24 per share. Under certain
circumstances, as described in Items 4 and 5, such 4,271 shares will be
automatically converted to Common Stock at a conversion price of $18.50 per
share, in which case each reporting person will beneficially own 6,124,540
shares of Common Stock. In addition, Hutchison Telecommunications PCS (USA)
Limited is party to an agreement with the Company pursuant to which it has
agreed, subject to certain terms and conditions, to purchase on October 1, 1999,
an additional 1,979 shares of Series A Non-Voting Convertible Preferred Stock,
which, at a conversion price of $24.00 per share, will be convertible into
1,979,000 additional shares of Common Stock.
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement on Schedule 13D relates to the Common Stock, par value
$0.01 per share (the "Common Stock"), of Omnipoint Corporation, a Delaware
corporation (the "Company"). The Company's principal executive office is located
at Three Bethesda Metro Center, Suite 400, Bethesda, Maryland 20814.
Item 2. Identity and Background.
-----------------------
This Statement is filed by Hutchison Whampoa Limited, a Hong Kong
corporation ("HWL"), on its own behalf and on behalf of Hutchison
Telecommunications PCS (USA) Limited, a British Virgin Islands corporation
("HTP"), an indirect wholly-owned subsidiary of HWL, and by Cheung Kong
(Holdings) Limited, a Hong Kong corporation ("Cheung Kong"), a 49.9% shareholder
of HWL.
HWL
- ---
The principal business of HWL is that of investment holding with
diversified interests and activities in the following core businesses: ports and
related services, telecommunications, property holdings and development, retail,
manufacturing and other services, and energy, infrastructure, finance and other
investments. The principal business address of HWL is 22nd Floor, Hutchison
House, 10 Harcourt Road, Hong Kong.
HWL indirectly owns 100% of the issued shares of HTP. The principal
business of HTP is investment holding. HWL's beneficial ownership reported
herein is through its interest in HTP.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of HWL and the
name, principal business and address of any corporation or other organization in
which such employment is conducted are set forth on Schedule I hereto and are
incorporated herein by reference.
During the past five years, neither HWL nor, to the best knowledge of
HWL, any of its executive officers and directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
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
judgement, 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.
HTP
- ---
HWL indirectly owns 100% of the issued shares of HTP. The principal
business of HTP is investment holding. The registered office address of HTP is
P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands.
2
<PAGE>
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of HTP and the
name, principal business and address of any corporation or other organization in
which such employment is conducted are set forth on Schedule II hereto and are
incorporated herein by reference.
During the past five years, neither HTP nor, to the best knowledge of
HTP, any of its executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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.
Cheung Kong
- -----------
The principal business of Cheung Kong is investment holding and
project management, real estate property development and investment, real estate
agency and management and securities investment. The principal business address
of Cheung Kong is 7th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong
Kong.
Cheung Kong owns 49.9% of the issued shares of HWL and may, pursuant
to Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), be deemed to control the voting and disposition of
the Shares by HTP. However, Cheung Kong disclaims beneficial ownership of the
Shares and the filing of this statement shall in no way be construed as an
admission that Cheung Kong is, for purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of the Shares.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Cheung Kong
and the name, principal business and address of any corporation or other
organization in which such employment is conducted are set forth on Schedule III
hereto and are incorporated herein by reference.
During the past five years, neither Cheung Kong nor, to the best
knowledge of Cheung Kong, any of its executive officers or directors has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
-------------------------------------------------
The aggregate purchase price for the 4,271 shares of Preferred Stock
purchased by HTP was $102,504,000. The source of funds used in this transaction
is the working capital of HWL.
3
<PAGE>
Item 4. Purpose of Transaction.
----------------------
VoiceStream Wireless Corporation ("VoiceStream"), VoiceStream Wireless
Holding Corporation and the Company are parties to that certain Agreement and
Plan of Reorganization, dated as of June 23, 1999 (the "Reorganization
Agreement"), pursuant to which wholly-owned subsidiaries of VoiceStream Wireless
Holding Corporation will merge (the "Mergers") into each of VoiceStream and the
Company, and holders of Common Stock will receive cash and/or stock of
VoiceStream Wireless Holding Corporation in exchange for their shares of Common
Stock (collectively, the "Reorganization").
In connection with the Reorganization, on June 23, 1999, VoiceStream,
HTP and the Company entered into a Securities Purchase Agreement (the
"Securities Purchase Agreement") pursuant to which, among other things, HTP
purchased 4,271 shares of the Company's Series A Non-Voting Convertible
Preferred Stock, par value $0.01 per share ("Preferred Stock"), which shares are
convertible, at the option of HTP, into Common Stock at a conversion price of
$24 per share. In the event that the Mergers contemplated by the Reorganization
Agreement are not consummated and are terminated by reason of (i) a material
breach by the Company of its covenants, agreements or obligations under the
Reorganization Agreement or (ii) any representation or warranty of the Company
under the Reorganization Agreement being untrue in any material respect, such
conversion price shall be reduced to $18.50 and the Preferred Stock will be
automatically converted to Common Stock (subject to applicable Federal
Communications Commission regulations and rulings and applicable law). At a
conversion price of $24.00 per share the 4,271 shares of Preferred Stock are
convertible into 4,271,000 shares of Common Stock. At a conversion price of
$18.50 per share the 4,271 shares of Preferred Stock are convertible into
6,124,540 shares of Common Stock. The Securities Purchase Agreement further
provides that, subject to certain terms and conditions, HTP shall purchase an
additional 1,979 shares of Preferred Stock on October 1, 1999 for an aggregate
purchase price of $47,496,000, which shall be convertible at the same conversion
prices and upon the same terms as the shares of Preferred Stock purchased on
June 23, 1999. Pursuant to the Securities Purchase Agreement, VoiceStream also
purchased 4,271 shares of Preferred Stock, and agreed to purchase an additional
1,979 shares of Preferred Stock on October 1, 1999, on identical terms.
The purpose of the purchase of Preferred Stock under the Securities
Purchase Agreement is to provide working capital to the Company
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) Pursuant to the Securities Purchase Agreement, HTP acquired 4,271
shares of Preferred Stock, as described in Item 4. By means of such acquisition,
HTP is the beneficial owner of 4,271,000 shares of Common Stock, representing
7.4% of the issued and outstanding Common Stock. Under certain circumstances as
described in Item 4 which would result in a reduction of the conversion price of
the Preferred Stock to $18.50, HTP would become the beneficial owner of
6,124,540 shares of Common Stock. Pursuant to the Securities Purchase Agreement,
subject to certain terms and conditions, HTP has agreed to purchase an
additional 1,979 shares of Preferred Stock on October 1,
4
<PAGE>
1999. Such acquisition will result in HTP being the beneficial owner of a total
of 6,250,000 shares of Common Stock, representing 10.5% of the issued and
outstanding Common Stock. Under certain circumstances as described in Item 4
which would result in a reduction of the conversion price of the Preferred
Stock, HTP would, after the purchase of such additional 1,979 shares of
Preferred Stock, become the beneficial owner of a total of 8,108,108 shares of
Common Stock. Pursuant to the Securities Purchase Agreement, VoiceStream also
purchased 4,271 shares of Preferred Stock, and has agreed to purchase an
additional 1,979 shares of Preferred Stock on October 1, 1999, on identical
terms.
HTP, HWL and Cheung Kong may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned by VoiceStream. The filing of this
statement on Schedule 13D shall not be construed as an admission that HTP, HWL
or Cheung Kong are, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any securities held
by VoiceStream, and HTP, HWL and Cheung Kong each expressly disclaim any such
beneficial ownership of Common Stock beneficially owned by VoiceStream.
HWL, through its ownership of HTP, is deemed, for purposes of Rule
13d-3, to be the beneficial owner of the shares of the Common Stock owned by
HTP, and to have shared power over the voting and disposition of such shares.
Cheung Kong, through its ownership of 49.9% of the issued shares of
HWL, may be deemed to share voting and dispositive power over such shares
beneficially owned by HWL and HTP, however, pursuant to Rule 13d-4, Cheung Kong
expressly disclaims beneficial ownership of such shares.
Except as described in item 2 and item 4 above, none of HWL, HTP or
Cheung Kong nor, to the best knowledge of HWL, HTP and Cheung Kong, any
executive officer or director of HWL, HTP or Cheung Kong (i) beneficially owns
any securities of the Company as of the date hereof or (ii) has any right as of
the date hereof to acquire, directly or indirectly, any beneficial ownership of
other securities of the Company.
(c) Except as set forth above, none of HWL, HTP or Cheung Kong nor, to the best
knowledge of HWL, HTP and Cheung Kong, any executive officer or director of HWL,
HTP or Cheung Kong has effected any transaction in shares of the Common Stock of
the Company, or securities convertible into shares of the Common Stock of the
Company, during the past 60 days.
(d) Not applicable.
(e) Not applicable.
5
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
VoiceStream, HTP and the Company are parties to the Securities
Purchase Agreement described in Item 4, pursuant to which, so long as HTP and
VoiceStream beneficially own at least 7 1/2% of the Company's outstanding equity
securities, and provided that the Preferred Stock owned by such persons has been
converted into Common Stock, such persons shall have the right to jointly
designate one person to serve on the Board of Directors of the Company. The
Securities Purchase Agreement further provides for demand and piggyback
registration rights under certain circumstances and contains a standstill
provision, which provides that HTP and VoiceStream will not, for a period of
five years following the award to the Company of the last of the licenses for
which the Company was the high bidder in the Federal Communications Commission
reauctions of C Block licenses completed in April 1999, without the prior
consent of the Company, acquire or agree to acquire any equity securities of the
Company that would result in HTP and VoiceStream's aggregate ownership of equity
securities of the Company exceeding 15% of the Company's outstanding equity
securities to the extent that such acquisition would result in the Company
violating the Communications Act of 1934 and the Telecommunications Act of 1996
(together with the rules, regulations and published decisions of the FCC
thereunder).
VoiceStream, VoiceStream Wireless Holding Corporation and the Company
are parties to the Reorganization Agreement described in Item 4, pursuant to
which wholly-owned subsidiaries of VoiceStream Wireless Holding Corporation will
merge into each of VoiceStream and the Company. Pursuant to the Reorganization
Agreement, holders of Common Stock will receive cash and/or stock of VoiceStream
Wireless Holding Corporation in exchange for their shares of Common Stock.
The Company, VoiceStream, certain stockholders of the Company (the
"Principal Company Stockholders") and certain stockholders of VoiceStream,
including HTP and Hutchison Telecommunications Holdings (USA) Limited, an
indirect wholly owned subsidiary of HWL (the "Principal VoiceStream
Stockholders"), have entered into an agreement, dated as of June 23, 1999 (the
"Merger Voting Agreement"). Pursuant to the Merger Voting Agreement, the
Principal Company Stockholders 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 (the "Principal Company
Stockholder Shares") in favor of (i) the adoption and approval of the
Reorganization Agreement and (ii) the Mergers and any other matters necessary to
consummate the transactions contemplated in the Reorganization Agreement, and
against any alternative merger proposal or acquisition proposal representing 15%
or more of the stock or assets of the Company and its subsidiaries. Pursuant to
the Merger Voting Agreement, the Principal VoiceStream Stockholders have agreed
to attend a meeting of VoiceStream's stockholders, in person or by proxy, and to
vote or cause to be voted a specified number of shares of common stock of
VoiceStream in favor of (i) the adoption and approval of the Reorganization
Agreement and (ii) the Mergers, and certain other matters and any other matters
necessary to consummate the transactions contemplated in the Reorganization
Agreement.
6
<PAGE>
From and after the date of the Merger Voting Agreement through the earlier
of the effective time of the transactions contemplated by the Reorganization
Agreement and the termination of the Reorganization Agreement, each of the
Principal Company Stockholders and the Principal VoiceStream Stockholders has
agreed not to sell or otherwise dispose of, in a single transaction or a series
of related transactions, more than 30% of the shares of Common Stock or common
stock of VoiceStream, as the case may be, of each such Principal Company
Stockholder or Principal VoiceStream Stockholder which are subject to the Merger
Voting Agreement (other than certain transfers to partners of certain Principal
Company Stockholders or Principal VoiceStream Stockholders that are
partnerships) unless, as a condition to such sale, each transferee of any shares
in excess of 30% of such shares agrees to be bound by the provisions of the
Merger Voting Agreement applicable to the Principal Company Stockholders and the
Principal VoiceStream Stockholders.
The foregoing description of the Securities Purchase Agreement, the
Reorganization Agreement and the Merger Voting Agreement is subject to, and
qualified in its entirety by reference to, the Securities Purchase Agreement,
Reorganization Agreement and Merger Voting Agreement, which are filed as
exhibits 2, 3 and 4 hereto and incorporated by reference into this Item 6.
7
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
The documents which have been filed as Exhibits are listed in the
Exhibit Index herein.
8
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of its knowledge and belief,
HWL certifies that the information set forth in this Statement with respect to
it is true, complete and correct.
Date: July 6, 1999
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: \s\ Frank Sixt
-----------------------------
Name: Frank Sixt
Title: Director
After reasonable inquiry and to the best of its knowledge and belief,
HTP certifies that the information set forth in this Statement with respect to
it is true, complete and correct.
Date: July 6, 1999
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
PCS (USA) LIMITED
By: \s\ Frank Sixt
-----------------------------
Name: Frank Sixt
Title: Director
9
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief,
Cheung Kong certifies that the information set forth in this Statement with
respect to it is true, complete and correct.
Date: July 6, 1999
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: \s\ Frank Sixt
---------------------------------
Name: Frank Sixt
Title: Director
10
<PAGE>
SCHEDULE I
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
LI Ka-shing Hong Kong Chairman, Hutchison Whampoa Limited
7th Floor, Cheung Kong Center Chairman, Cheung Kong (Holdings)
2 Queen's Road Central Limited
Hong Kong
LI Tzar Kuoi, Victor Hong Kong Deputy Chairman and Executive Director,
7th Floor, Cheung Kong Center Hutchison Whampoa Limited
2 Queen's Road Central Chairman, Cheung Kong Infrastructure
Hong Kong Holdings Limited/2/
Managing Director and Deputy Chairman,
Cheung Kong (Holdings) Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
LI Tzar Kai, Richard Canadian Deputy Chairman and Executive Director,
38th Floor, Citibank Tower Hutchison Whampoa Limited
Citibank Plaza Executive Director, Hongkong Electric
3 Garden Road Holdings Limited/3/
Central, Hong Kong Chairman and Chief Executive, the Pacific
Century Group (investment holding), Chairman,
Pacific Century Regional Developments
Limited (investment holding)
38th Floor, Citibank Tower, Citibank
Plaza, 3 Garden Road, Central, Hong
Kong
</TABLE>
<PAGE>
SCHEDULE I (continued)
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
FOK Kin-ning, Canning Australian Group Managing Director and Executive
Director, Hutchison Whampoa Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Hutchison Telecommunications
PCS (USA) Limited
Chairman, Orange plc/4/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
CHOW WOO Mo Fong, Susan Hong Kong Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Hutchison Telecommunications
PCS (USA) Limited
Director, Orange plc/4/
Director, Hongkong Electric Holdings
Limited/3/
</TABLE>
2
<PAGE>
SCHEDULE I (continued)
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
Frank John SIXT Canadian Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Non-executive Director, Cheung Kong
(Holdings) Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Hutchison Telecommunications
PCS (USA) Limited
Director, Orange plc/4/
Executive Director, Hongkong Electric
Holdings Limited/3/
George Colin MAGNUS British Executive Director, Hutchison Whampoa
7th Floor, Cheung Kong Center Limited
2 Queen's Road Central Deputy Chairman, Cheung Kong
Hong Kong (Holdings) Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Chairman, Hongkong Electric Holdings
Limited/3/
KAM Hing Lam Hong Kong Executive Director, Hutchison Whampoa
7th Floor, Cheung Kong Center Limited
2 Queen's Road Central Deputy Managing Director, Cheung
Hong Kong Kong (Holdings) Limited
Group Managing Director, Cheung
Kong Infrastructure Holdings Limited/2/
Executive Director, Hongkong Electric
Holdings Limited/3/
</TABLE>
3
<PAGE>
SCHEDULE I (continued)
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
Michael David KADOORIE British Non-Executive Director, Hutchison
24th Floor, St. George's Whampoa Limited
Building, 2 Ice House Street Chairman, The Hong Kong and
Central, Hong Kong Shanghai Hotels Limited (hotels
ownership and management), 8th
Floor, St. George's Building, 2 Ice
House Street, Central, Hong Kong
Christopher Patrick LANGLEY British Non-Executive Director, Hutchison
Level 10, No. 1 Queen's Whampoa Limited
Road Central, Hong Kong Director, The Hongkong and Shanghai
Banking Corporation Limited (banking),
No. 1 Queen's Road Central, Hong Kong
Director, Hang Seng Bank Limited
(banking), 83 Des Voeux Road Central,
Hong Kong
Director, Hongkong Electric Holdings
Limited/3/
LI Fook-wo British Non-Executive Director, Hutchison
1416 Prince's Building Whampoa Limited
10 Chater Road Director, The Bank of East Asia,
Hong Kong Limited (banking), No. 10 Des Voeux
Road Central, Hong Kong
</TABLE>
4
<PAGE>
SCHEDULE I (continued)
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
Simon MURRAY British Non-Executive Director, Hutchison
Room 2108 Gloucester Tower Whampoa Limited
The Landmark Independent Non-executive Director,
15 Queen's Road Central Cheung Kong (Holdings) Limited
Hong Kong Chairman, General Enterprise Management
Services Limited (investment fund),
Room 2108 Gloucester Tower, The
Landmark, 15 Queen's Road Central,
Hong Kong
William SHURNIAK Canadian Non-Executive Director, Hutchison
Whampoa Limited
Deputy Chairman and Director, Husky Oil
Ltd./5/
Peter Alan Lee VINE British Non-Executive Director, Hutchison
Suite 1005 World Wide House Whampoa Limited
19 Des Voeux Road Central
Hong Kong
WONG Chung Hin British Non-Executive Director, Hutchison
1225 Prince's Building Whampoa Limited
10 Chater Road Director, The Bank of East Asia, Limited
Hong Kong (banking), No. 10 Des Voeux Road
Central, Hong Kong
Director, Hongkong Electric Holdings
Limited/3/
</TABLE>
5
<PAGE>
SCHEDULE II
-----------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
FOK Kin-ning, Canning Australian Director, Hutchison Telecommunications
PCS (USA) Limited
Group Managing Director and Executive
Director, Hutchison Whampoa Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Non-executive Director, Cheung Kong
(Holdings) Limited
Director, Hutchison Telecommunications
Holdings (USA) Limited
Chairman, Orange plc/4/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Frank John SIXT Canadian Director, Hutchison Telecommunications
PCS (USA) Limited
Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Non-executive Director, Cheung Kong
(Holdings) Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited2
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Orange plc/4/
Executive Director, Hongkong Electric
Holdings Limited/3/
</TABLE>
<PAGE>
SCHEDULE II (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1a/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
CHOW WOO Mo Fong, Susan Hong Kong Director, Hutchison Telecommunications
PCS (USA) Limited
Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Director, Hutchison Telecommunications
Holdings (USA) Limited/
Director, Orange plc4
Director, Hongkong Electric Holdings
Limited/3/
KHOO Chek Ngee Singaporean Director, Hutchison Telecommunications
18th Floor, Two Harbourfront, PCS (USA) Limited
22 Tak Fung Street Group Managing Director, Hutchison
Hunghom, Kowloon Telecommunications Limited/6/
Hong Kong Director, Hutchison Telecommunications
Holdings (USA) Limited
Hans Roger SNOOK Canadian Director, Hutchison Telecommunications
50 George Street PCS (USA) Limited
London W1H 5RF Group Managing Director, Orange plc/4/
United Kingdom
CHAN Ting Yu New Zealand Director, Hutchison Telecommunications
18th Floor, Two Harbourfront, PCS (USA) Limited
22 Tak Fung Street Deputy Group Managing Director,
Hunghom, Kowloon Hutchison Telecommunications
Hong Kong Limited/6/
Director, Hutchison Telecommunications
Holdings (USA) Limited
</TABLE>
<PAGE>
SCHEDULE II (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
Kevin RUSSELL British Director, Hutchison Telecommunications
8 Amal Street PCS (USA) Limited
Afeq Industrial Park Chief Financial Officer, Partner
Rosh Ha'ayin 48103 Communications Company Ltd./7/
Israel Director, Hutchison Telecommunications
Holdings (USA) Limited
</TABLE>
<PAGE>
SCHEDULE III
------------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
LI Ka-shing Hong Kong Chairman, Cheung Kong (Holdings)
Limited
Chairman, Hutchison Whampoa
Limited
LI Tzar Kuoi, Victor Hong Kong Managing Director and Deputy Chairman,
Cheung Kong (Holdings) Limited
Chairman, Cheung Kong Infrastructure
Holdings Limited/2/
Deputy Chairman and Executive Director,
Hutchison Whampoa Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
George Colin MAGNUS British Deputy Chairman, Cheung Kong
(Holdings) Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Executive Director, Hutchison Whampoa
Limited
Chairman, Hongkong Electric Holdings
Limited/3/
KAM Hing Lam Hong Kong Deputy Managing Director, Cheung Kong
(Holdings) Limited
Group Managing Director, Cheung
Kong Infrastructure Holdings Limited/2/
Executive Director, Hutchison
Whampoa Limited
Executive Director, Hongkong Electric
Holdings Limited/3/
</TABLE>
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
HUNG Siu-lin, Katherine Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
CHUNG Sun Keung, Davy Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
IP Tak Chuen, Edmond Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
PAU Yee Wan, Ezra Hong Kong Executive Director, Cheung Kong
(Holdings) Limited
WOO Chia Ching, Grace U.S.A. Executive Director, Cheung Kong
(Holdings) Limited
LEUNG Siu Hon Hong Kong Independent Non-executive Director,
502 China Building Cheung Kong (Holdings) Limited
29 Queen's Road Central Solicitor, Messrs. S.H. Leung & Co.
Hong Kong (solicitors' firm), 502 China Building, 29
Queen's Road Central, Hong Kong
</TABLE>
2
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
FOK Kin-ning, Canning Australian Non-executive Director, Cheung Kong
22nd Floor, Hutchison House (Holdings) Limited
10 Harcourt Road Group Managing Director and Executive
Hong Kong Director, Hutchison Whampoa Limited
Deputy Chairman, Cheung Kong
Infrastructure Holdings Limited/2/
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Hutchison Telecommunications
PCS (USA) Limited
Chairman, Orange plc/4/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Frank John SIXT Canadian Non-executive Director, Cheung Kong
22nd Floor, Hutchison House (Holdings) Limited
10 Harcourt Road Executive Director, Cheung Kong
Hong Kong Infrastructure Holdings Limited/2/
Group Finance Director and Executive
Director, Hutchison Whampoa Limited
Director, Hutchison Telecommunications
Holdings (USA) Limited
Director, Hutchison Telecommunications
PCS (USA) Limited
Director, Orange plc/4/
Executive Director, Hongkong Electric
Holdings Limited/3/
</TABLE>
3
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23, 1999
-------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
CHOW Nin Mow, Albert Hong Kong Non-executive Director, Cheung Kong
27th Floor, Henley Building (Holdings) Limited
5 Queen's Road Central Executive Director, Hing Kong
Hong Kong Holdings Limited (investment
holdings), 27th floor, Henley Building, 5
Queen's Road Central, Hong Kong
YEH Yuan Chang, Anthony Hong Kong Independent Non-executive Director,
26th Floor, Tower A Cheung Kong (Holdings) Limited
Regent Centre Honorary Life President, Tai Ping
63 Wo Yi Hop Road Carpets International Ltd. (carpet
Kwai Chung manufacturing), 26th Floor, Tower A,
Hong Kong Regent Centre, 63 Wo Yi Hop Road,
Kwai Chung, Hong Kong
CHOW Kun Chee, Roland British Independent Non-executive Director,
12th Floor, Prince's Building Cheung Kong (Holdings) Limited
Chater Road Solicitor, P.C. Woo & Co. (law firm),
Hong Kong 12th Floor, Prince's Building, Chater
Road, Hong Kong
Simon MURRAY British Independent Non-executive Director,
Room 2108 Gloucester Tower Cheung Kong (Holdings) Limited
The Landmark Non-Executive Director, Hutchison
15 Queen's Road Central Whampoa Limited
Hong Kong Chairman, General Enterprise Management
Services Limited (investment fund),
Room 2108 Gloucester Tower, The
Landmark, 15 Queen's Road Central,
Hong Kong
</TABLE>
4
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of June 23 1999
------------------
<TABLE>
<CAPTION>
Present Principal Occupation or
Employment, Including Name,
Name and Principal Business and Address of
Business Address/1b/ Citizenship Each Corporation or Organization
- -------------------- ----------- --------------------------------
<S> <C> <C>
KWOK Tun-li, Stanley Canadian Independent Non-executive Director,
Ste 408-355 Burrard Street Cheung Kong (Holdings) Limited
Vancouver, British Columbia Director, Amara International Investment
V6C 2G8, Canada Corporation (investment holdings),
Ste 408-355 Burrard Street, Vancouver,
British Columbia, V6C 2G8, Canada
</TABLE>
5
<PAGE>
Notes:-
1a. Unless otherwise indicated, the business address of each of the named
persons is 22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong.
1b. Unless otherwise indicated, the business address of each of the named
persons is 7th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong.
2. The principal business address of Cheung Kong Infrastructure Holdings
Limited is 12th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong
Kong. The principal business of Cheung Kong Infrastructure Holdings Limited
is the development, investment and operation of infrastructure businesses in
Hong Kong, the PRC and the Asia-Pacific Region.
3. The principal business address of Hongkong Electric Holdings Limited is
Electric Centre, 28 City Garden Road, North Point, Hong Kong. The principal
business of Hongkong Electric Holdings Limited is generation and supply of
electricity.
4. The principal business address of Orange plc is St. James Court, Great Peak
Road, Almondsbury Park, Bradley Stoke, Bristol BS1 24QJ, England. The
principal business of Orange plc is telecommunications.
5. The principal business address of Husky Oil Ltd. is 707 8th Avenue S.W., Box
6526, Station D, Calgary, Alberta, Canada, T2P 3G7. The principal business
of Husky Oil Ltd. is investment in oil and gas.
6. The principal business address of Hutchison Telecommunications Limited is
18th Floor, Two Harbourfront, 22 Tak Fung Street, Hunghom, Kowloon, Hong
Kong. The principal business of Hutchison Telecommunications Limited is
telecommunications.
7. The principal business address of Partner Communications Company Ltd. is 8
Amal Street, Afeq Industrial Park, Rosh Ha'ayin 48103, Israel. The principal
business of Partner Communications Company Ltd. is cellular mobile telephone
services.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1. Agreement with respect to filing of Schedule 13D
2. Securities Purchase Agreement by and among VoiceStream
Wireless Corporation, Hutchison Telecommunications PCS (USA)
Limited and Omnipoint Corporation, dated as of June 23,
1999. (Incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 2, 1999)
3. Agreement and Plan of Reorganization, dated as of June 23,
1999, by and among VoiceStream Wireless Corporation,
VoiceStream Wireless Holding Corporation and Omnipoint
Corporation. (Incorporated by reference to Exhibit 2.1 to
the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 2, 1999)
4. Agreement, dated as of June 23, 1999, by and among
VoiceStream Wireless Corporation, Omnipoint Corporation,
certain stockholders of VoiceStream Wireless Corporation and
certain stockholders of Omnipoint Corporation (Incorporated
by reference to Exhibit 9.1 to VoiceStream's Current Report
on Form 8-K filed with the Securities and Exchange
Commission on July 6, 1999)
<PAGE>
EXHIBIT 1
AGREEMENT
In accordance with Reg. S. 13d-1(f)(1), the undersigned each
hereby agrees that Hutchison Whampoa Limited shall file on behalf of each
of them this Schedule 13D relating to the Common Stock, par value $0.01 per
share, in Omnipoint Corporation, to which this Agreement is an Exhibit and
such statements and amendments thereto as may be required to be filed with
the United States Securities and Exchange Commission.
Dated: July 6, 1999
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: /s/ Frank Sixt
-------------------------------
Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
PCS (USA) LIMITED
By: /s/ Frank Sixt
-------------------------------
Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: /s/ Frank Sixt
-------------------------------
Name: Frank Sixt
Title: Director
3
