<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VoiceStream Wireless Corporation
--------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
928615 10 3
---------------------------
(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)
__________
May 3, 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. 928615 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUTCHISON WHAMPOA LIMITED
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
HONG KONG
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
22,899,252
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
22,899,252
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
22,899,252
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.97%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 928615 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUTCHISON TELECOMMUNICATIONS HOLDINGS (USA) LIMITED
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BRITISH VIRGIN ISLANDS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,888,888
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,888,888
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,888,888
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.07%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 928615 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
BRITISH VIRGIN ISLANDS
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
19,010,364
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
19,010,364
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,010,364
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.90%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 928615 10 3
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHEUNG KONG (HOLDINGS) LIMITED
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
HONG KONG
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
DISCLAIMED (SEE 11 BELOW.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
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, HUTCHISON
TELECOMMUNICATIONS PCS (USA) LIMITED AND HUTCHISON TELECOMMUNICATIONS
HOLDINGS (USA) LIMITED.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.97%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, no par value per share
("Common Stock"), of VoiceStream Wireless Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 3650 131st Avenue S.E.,
Bellevue, Washington 98006, U.S.A.
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, Hutchison
Telecommunications Holdings (USA) Limited, a British Virgin Islands corporation
("HTH"), 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 each of HTP and HTH.
The principal business of each of HTP and HTH is investment holding. HTP owns
19,010,364 shares of Common Stock of the Issuer and HTH owns 3,888,888 shares of
Common Stock of the Issuer (together, the "Shares"). HWL is the beneficial
owner of the Shares through its interest in HTP and HTH.
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.
<PAGE>
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. HTP owns 19,010,364 of the Shares. HWL is the beneficial owner of the
Shares through its interest in HTP.
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.
HTH
- ---
HWL indirectly owns 100% of the issued shares of HTH. The principal
business of HTH is investment holding. The registered office address of HTH is
P.O. Box 957 Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands. HTH owns 3,888,888 of the Shares. HWL is the beneficial owner of the
Shares through its interest in HTH.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of HTH 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 HTH nor, to the best knowledge of
HTH, 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.
2
<PAGE>
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 and HTH. 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 IV
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 3,888,888 shares of Common Stock reported herein as beneficially
owned by HTH were acquired on May 3, 1999 in connection with the spin-off of all
of the shares of the Issuer's Common Stock owned by Western Wireless Corporation
("Western Wireless") to all of Western Wireless's shareholders (the "Spin-Off").
Pursuant to the Spin-Off, Western Wireless distributed one share of the Issuer's
Common Stock for each share of Western Wireless Class A Common Stock and one
share of the Issuer's Common Stock for each shares of Western Wireless Class B
Common Stock owned as of May 3, 1999. In November 1997, HTH acquired for a
purchase price of approximately $19 per share (approximately $74 million)
3,888,888 shares of Western Wireless Class A Common Stock. As of May 3, 1999,
HTH still owned 3,888,888 shares of Western Wireless Class A Common Stock and
thus received a distribution of 3,888,888 shares of the Issuer's Common Stock on
that date.
In connection with an investment by HWL in Western Wireless (the
"Hutchison Investment"), in February 1998 HTP purchased 2,484 shares of the
Issuer's Common Stock (19,010,364 shares, as adjusted for a stock split
effectuated immediately prior to the Spin-Off), representing 19.9% of the
outstanding capital stock of the Issuer for an aggregate purchase price of
$248.4 million.
Item 4. Purpose of Transaction.
----------------------
As noted above the Reporting Persons acquired this beneficial
ownership of Common Stock in connection with the Spin-Off and the Hutchison
Investment. The
3
<PAGE>
Reporting Persons currently own such Common Stock for investment purposes only.
HWL intends to review from time to time its ownership of the Shares and may,
depending upon its evaluations of the business and prospects of the Issuer, or
such other considerations as it may consider relevant, determine to increase,
decrease or dispose of its holdings in the Shares.
Except as described herein, none of HWL, HTP, HTH or Cheung Kong
currently has any plans, nor has under consideration any proposals, which relate
to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the United
States Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) HWL, through its ownership of HTP and HTH, is deemed, for purposes of
Rule 13d-3, to be the beneficial owner of 22,899,252 shares of the
Common Stock, representing 23.97% of the Common Stock outstanding, and
to have shared power over the voting and disposition of the Shares.
4
<PAGE>
HTP is the beneficial owner of 19,010,364 shares of the Common Stock,
representing 19.90% of the outstanding Common Stock, and has shared
power over the voting and disposition of the Shares.
HTH is the beneficial owner of 3,888,888 shares of the Common Stock,
representing 4.07% of the outstanding Common Stock, and has shared
power over the voting and disposition of the 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 the
22,899,252 shares of the Common Stock beneficially owned by HTP and
HTH, 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, HTH
or Cheung Kong nor, to the best knowledge of HWL, HTP, HTH and Cheung
Kong, any executive officer or director of HWL, HTP, HTH or Cheung
Kong (i) beneficially owns any securities of the Issuer 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 Issuer.
(c) Except as set forth above, none of HWL, HTP, HTH or Cheung Kong nor,
to the best knowledge of HWL, HTP, HTH and Cheung Kong, any executive
officer or director of HWL, HTP, HTH or Cheung Kong has effected any
transaction in shares of the Common Stock of the Issuer, or securities
convertible into shares of the Common Stock of the Issuer, during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
At the time of the Hutchison Investment, Western Wireless and HTH
entered into a shareholders agreement, which granted certain rights to HTH. In
connection with the Spin-Off, the shareholder agreement was amended to provide
that the only rights which survive the Spin-Off are HTH's preemptive rights, its
demand and piggyback registration rights and its right to transfer its right to
designate directors and demand and piggyback registration rights to person's who
acquire from HTH 50% of more of the shares of the Issuer's Common Stock
purchased by HTH in the Hutchison Investment.
In connection with the Spin-off, HTP and HTH and certain other
shareholders of the Issuer also entered into a voting agreement (the "Voting
Agreement")
5
<PAGE>
which incorporates HTH's rights under the shareholder agreement relating to the
designation of directors to the Board of the Issuer. The Voting Agreement
provides that the parties thereto shall vote their shares of the Issuer's Common
Stock for the election of ten board members designated as follows: (i) Mr. John
Stanton, so long as he is the Chief Executive Officer of the Issuer or he
beneficially owns 4,500,000 shares of Common Stock; (ii) so long as the Hellman
Entities (as defined in the Voting Agreement) beneficially own at least (A)
9,800,000 shares of Common Stock, two persons designated by the Hellman Entities
or (B) 4,500,000 shares of Common Stock, one person designated by the Hellman
Entities; (iii) so long as the Hutchison Entities (as defined in the Voting
Agreement) beneficially own at least (A) 9,800,000 shares of Common Stock, two
persons designated by the Hutchison Entities or (B) 4,500,000 shares of Common
Stock, one person designated by the Hutchison Entities; (iv) so long as the
Goldman Sachs Entities (as defined in the Voting Agreement) beneficially own at
least 4,500,000 shares of Common Stock, one person designated by Goldman Sachs;
(v) so long as the Stanton Entities and Providence (each as defined in the
Voting Agreement) collectively beneficially own at least 4,500,000 shares of
Common Stock, one person designated by majority vote of the Stanton Entities and
Providence (such designee being in addition to Mr. Stanton if he is then serving
on the Issuer Board of Directors by reason of being the Chief Executive Officer
of the Issuer or the Stanton Entities' beneficial ownership of at least
4,500,000 shares of Common Stock). The Stanton Entities will agree that (x) so
long as Mr. Stanton is serving as Chief Executive Officer or he beneficially
owns at least 4,500,000 shares of Common Stock, (y) the Stanton Entities and
Providence collectively beneficially own at least 4,500,000 shares of Common
Stock, and (z) Providence beneficially owns at least 2,500,000 shares of Common
Stock, the Stanton Entities shall vote their shares of Common Stock for one
member of the Issuer's Board of Directors designated by Providence; and (vi)
three members of the Issuer's Board of Directors selected by a majority of the
persons selected as described above. In addition, the Hutchison Entities shall
have the right to designate an additional director (and the Board shall in each
case be expanded by one member to accommodate such new designee) when the
Hutchison Entities' aggregate ownership of the Common Stock exceeds each of the
following thresholds: 27.25%, 33.33%, 38.5%, 42.9%, 44.67% and 50%. The Goldman
Sachs Entities are limited in their voting power pursuant to provisions of the
Issuer's Articles of Incorporation. Each of HWL, HTP and HTH expressly disclaim
any interest in and beneficial ownership of any shares of Common Stock held by
the Stanton Entities, the Hellman Entities, the Goldman Entities or Providence.
Except as disclosed in the preceding paragraphs and in Items 3, 4 and
5, to the best knowledge of HWL, HTP, HTH and Cheung Kong, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the foregoing persons or any executive officer or director of any of the
foregoing persons or between any such persons and any other person with respect
to any securities of the Issuer, including but not limited to the transfer or
voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies.
6
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
The documents which have been filed as Exhibits are listed in the
Exhibit Index herein.
7
<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: May 13, 1999
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: /s/ Chow Woo Mo Fong, Susan
----------------------------------------
Name: Chow Woo Mo Fong, Susan
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: May 13, 1999
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
PCS (USA) LIMITED
By: /s/ Khoo Chek Ngee
--------------------------------
Name: Khoo Chek Ngee
Title: Director
8
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief,
HTH certifies that the information set forth in this Statement with respect to
it is true, complete and correct.
Date: May 13, 1999
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
HOLDINGS (USA) LIMITED
By: /s/ Khoo Chek Ngee
--------------------------------
Name: Khoo Chek Ngee
Title: Director
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: May 13, 1999
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: /s/ Ip Tak Chuen, Edmond
--------------------------------------
Name: Ip Tak Chuen, Edmond
Title: Director
9
<PAGE>
SCHEDULE I
----------
Executive Officers and Directors of
-----------------------------------
Hutchison Whampoa Limited
-------------------------
As of May 13, 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 Limited2
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 Limited3
Central, Hong Kong Chairman and Chief Executive, the Pacific
Century Group (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 May 13, 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 May 13, 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 Limited2
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 May 13, 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 May 13, 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 (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of May 13, 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 Limited/2/
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 May 13, 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 plc/4/
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 Hong Kong 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>
2
<PAGE>
SCHEDULE II (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of May 13, 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>
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>
3
<PAGE>
SCHEDULE III
------------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications Holdings (USA) Limited
---------------------------------------------------
As of May 13, 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
Holdings (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
PCS (USA) Limited
Chairman, Orange plc/4/
Deputy Chairman, Hongkong Electric
Holdings Limited/3/
Frank John SIXT Canadian Director, Hutchison Telecommunications
Holdings (USA) Limited
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
PCS (USA) Limited
Director, Orange plc/4/
Executive Director, Hongkong Electric
Holdings Limited/3/
</TABLE>
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of May 13, 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
Holdings (USA) Limited
Deputy Group Managing Director and
Executive Director, Hutchison Whampoa
Limited
Executive Director, Cheung Kong
Infrastructure Holdings Limited/2/
Director, Hutchison Telecommunications
PCS (USA) Limited
Director, Orange plc/4/
Director, Hongkong Electric Holdings
Limited/3/
KHOO Chek Ngee Singaporean Director, Hutchison Telecommunications
18th Floor, Two Harbourfront, Holdings (USA) Limited
22 Tak Fung Street Group Managing Director, Hutchison
Hunghom, Kowloon Telecommunications Limited/6/
Hong Kong Director, Hutchison Telecommunications
PCS (USA) Limited
Hans Roger SNOOK Canadian Director, Hutchison Telecommunications
50 George Street Holdings (USA) Limited
London W1H 5RF Group Managing Director, Orange plc/4/
United Kingdom
CHAN Ting Yu Hong Kong Director, Hutchison Telecommunications
18th Floor, Two Harbourfront, Holdings (USA) Limited
22 Tak Fung Street Deputy Group Managing Director,
Hunghom, Kowloon Hutchsion Telecommunications
Hong Kong Limited/6/
Director, Hutchison Telecommunications
PCS (USA) Limited
</TABLE>
<PAGE>
SCHEDULE III (continued)
------------
Executive Officers and Directors of
-----------------------------------
Hutchison Telecommunications PCS (USA) Limited
----------------------------------------------
As of May 13, 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>
Kevin RUSSELL British Director, Hutchison Telecommunications
8 Amal Street Holdings (USA) Limited
Afeq Industrial Park Chief Financial Officer, Partner
Rosh Ha'ayin 48103 Communications Company Ltd./7/
Israel Director, Hutchison Telecommunications
PCS (USA) Limited
</TABLE>
<PAGE>
SCHEDULE IV (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of May 13, 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, 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 IV (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of May 13, 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>
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 IV (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of May 13, 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 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 IV (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of May 13, 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 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 IV (continued)
-----------
Executive Officers and Directors of
-----------------------------------
Cheung Kong (Holdings) Limited
------------------------------
As of May 13, 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>
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. Purchase Agreement by and among Western PCS. Corporation,
Western Wireless Corporation, Hutchison Telecommunications
Limited and Hutchison Telecommunications PCS (USA) Limited
dated October 14, 1997. (Incorporated by reference to
Exhibit 10.18 filed with the VoiceStream Wireless
Corporation Registration Statement on Form 10 (Commission
File No. 000-25441) filed with the SEC on April 13, 1998).
3. Form of Shareholders Agreement by and among VoiceStream
Wireless Corporation, Western Wireless Corporation,
Hutchison Telecommunications Holdings (USA) Limited and
Hutchison Telecommunications PCS (USA) Limited (Incorporated
by reference to Exhibit 10.45 filed with the VoiceStream
Wireless Corporation Registration Statement on Form 10
(Commission File No. 000-25441) filed with the SEC on April
13, 1998).
4. Form of First Amendment to Shareholders Agreement by and
among VoiceStream Wireless Corporation, Western Wireless
Corporation, Hutchison Telecommunications Holdings (USA)
Limited and Hutchison Telecommunications PCS (USA) Limited
(Incorporated by reference to Exhibit 10.41 filed with the
VoiceStream Wireless Corporation Registration Statement on
Form 10 (Commission File No. 000-25441) filed with the SEC
on April 13, 1998).
5. Form of Voting Agreement by and among VoiceStream Wireless
Corporation, Hellman & Friedman Capital Partners II, L.P., H
& F Orchard Partners, L.P., H & F International Partners,
L.P., John W. Stanton, Theresa E. Gillespie, PN Cellular,
Inc., Stanton Family Trust, Stanton Communications
Corporation, GS Capital Partners, L.P., The Goldman Sachs
Group, L.P., Bridge Street Fund 1992, L.P., Stone Street
Fund 1992, L.P., Providence Media Partners L.P., Hutchison
Telecommunications PCS (USA) Limited, and Hutchison
Telecommunications Holdings
<PAGE>
(USA) Limited (Incorporated by reference to Exhibit 10.42
filed with the VoiceStream Wireless Corporation Registration
Statement on Form 10 (Commission File No. 000-25441) filed
with the SEC on April 13, 1998).
6. Form of Registration Rights Agreement by and among
VoiceStream Wireless Corporation, Hellman & Friedman Capital
Partners II, L.P., H & F Orchard Partners, L.P., H & F
International Partners, L.P., John W. Stanton, Theresa E.
Gillespie, PN Cellular, Inc., Stanton Family Trust, Stanton
Communications Corporation, GS Capital Partners, L.P., The
Goldman Sachs Group, L.P., Bridge Street Fund 1992, L.P.,
Stone Street Fund 1992, L.P., and Providence Media Partners
L.P. (Incorporated by reference to Exhibit 10.43 filed with
the VoiceStream Wireless Corporation Registration Statement
on Form 10 (Commission File No. 000-25441) filed with the
SEC on April 13, 1998).
<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, no par value, in
VoiceStream Wireless 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: May 13, 1999
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: /s/ Chow Woo Mo Fong, Susan
--------------------------------------------
Name: Chow Woo Mo Fong, Susan
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
PCS (USA) LIMITED
By: /s/ Khoo Chek Ngee
------------------------------------
Name: Khoo Chek Ngee
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS
HOLDINGS (USA) LIMITED
By: /s/ Khoo Chek Ngee
------------------------------------
Name: Khoo Chek Ngee
Title: Director
<PAGE>
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: /s/ Ip Tak Chuen, Edmond
----------------------------------------
Name: Ip Tak Chuen, Edmond
Title: Director
