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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
VoiceStream Wireless Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
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(CUSIP Number)
Deutsche Telekom AG
Kevin Copp, Head of International Legal Affairs
Friedrich-Ebert-Allee 140
D-53113 Bonn, Germany
49-228-181-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 23, 2000
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(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(e), 13d-1(f) or 13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on the following pages)
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<TABLE>
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<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Telekom AG
IRS Identification Number: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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7 SOLE VOTING POWER
NUMBER OF SHARES
31,250,000
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING ------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON 31,250,000
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.74%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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Item 1. Security and Issuer.
This statement relates to shares of common stock (the "Common Shares")
of VoiceStream Wireless Corporation (the "Company"), par value $0.001. The
address and principal executive office of the Company is: 3650 131st Avenue
S.E., Bellevue, Washington 98006.
Item 2. Identity and Background.
This statement is filed, pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by Deutsche Telekom AG
("DT"), an Aktiengesellschaft organized under the laws of the Federal Republic
of Germany. DT's business address is Friedrich-Ebert-Allee 140, D-53113 Bonn,
Germany. DT is principally engaged in the telecommunications business.
During the last five years, DT has not been convicted in any criminal
proceeding. During the last five years, DT has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding DT is or was 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.
The name, business address, citizenship and present principal
occupation or employment of each member of the Supervisory Board and Board of
Management of DT are set forth on Schedule I hereto and are incorporated herein
by reference. Unless otherwise specified, each member of the Board of Management
and Supervisory Board is a citizen of the Federal Republic of Germany.
During the last five years, to the best of DT's knowledge, no person on
Schedule I has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
proceeding such person is or was 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
Pursuant to, and subject to the terms and conditions contained in, the
Stock Subscription Agreement described in Item 4, DT has agreed to purchase
3,906,250 shares of Convertible Voting Preferred Stock of the Company, par value
$0.001 per share (the "Convertible Preferred Stock"). The Convertible Preferred
Stock is convertible into 31,250,000 Common Shares at a price of $160.00 per
Common Share, subject to adjustment, but only in the event that the Merger
Agreement described in Item 4 is terminated. The aggregate amount of funds that
DT will utilize to purchase the 3,906,250 shares of Convertible Preferred Stock
will be $5 billion. DT expects to use currently available funds to effect the
purchase of Convertible Preferred Stock.
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Item 4. Purpose of Transaction.
On July 23, 2000, DT and the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement"), pursuant to which a newly formed
wholly-owned Delaware subsidiary of DT will be merged under Delaware law into
the Company (the "Merger"), with the Company being the surviving corporation.
All of the stockholders of the Company will become entitled to receive ordinary
shares of DT, cash or a combination thereof, subject to proration and other
adjustments, as more fully described in the Merger Agreement.
The Merger is subject to the satisfaction of certain conditions,
including receipt of regulatory approvals and approval from the stockholders of
the Company, as set forth in the Merger Agreement. Consummation of the Merger
would result in the Company becoming a wholly-owned subsidiary of DT and the
Common Shares ceasing to be listed on NASDAQ. The Merger Agreement, Exhibit 1
hereto, is incorporated herein by reference.
In connection with DT's entering into the Merger Agreement, the Company
entered into a Stock Subscription Agreement with DT, dated as of July 23, 2000
(the "Stock Subscription Agreement"), pursuant to which DT has agreed to
purchase 3,906,250 shares of Convertible Preferred Stock for an aggregate
subscription price of $5 billion. DT's purchase of the Convertible Preferred
Stock is subject to receipt of certain regulatory approvals. To the extent that
DT's purchase of the Convertible Preferred Stock is not permitted as a result of
limitations on foreign ownership under the Communications Act of 1934 and
Telecommunications Act of 1996, both as amended, without obtaining a waiver of
such limitation from the Federal Communications Commission (the "FCC"), DT
shall, pursuant to the Stock Subscription Agreement, purchase such lesser amount
of stock as DT is permitted to purchase without violating the limitation on
foreign ownership. The Stock Subscription Agreement provides that any of the
3,906,250 shares of Convertible Preferred Stock not purchased by DT initially
shall be purchased by DT promptly after the required waiver is obtained. DT's
obligation to purchase the Convertible Preferred Stock pursuant to the Stock
Subscription Agreement is independent of its obligations under the Merger
Agreement. The Stock Subscription Agreement, Exhibit 2 hereto, is incorporated
herein by reference.
The Convertible Preferred Stock will rank senior to the Common Shares
and the Company's 2 1/2% Convertible Preferred Stock with respect to rights on
liquidation, dissolution or winding up, but junior to any other series of the
Company's preferred stock. The Convertible Preferred Stock will be entitled to
receive dividends and other distributions in respect of the Company's capital
stock at the same rate and at the same time as Common Shares. The Convertible
Preferred Stock will be convertible into 31,250,000 Common Shares at a price of
$160.00 per Common Share, subject to adjustment, but only in the event of the
termination of the Merger Agreement. The Common Shares into which the
Convertible Preferred Stock will be convertible currently represent
approximately 12.74% of the 214,117,711 Common Shares outstanding as of June 30,
2000, based on information supplied by the Company to DT. As a holder of the
Convertible Preferred Stock, DT will be entitled to one vote per share of
Convertible Preferred Stock it owns on all matters on which holders of Common
Shares vote. DT's Convertible Preferred Stock currently represents 1.79% of the
outstanding voting securities of the Company. The Form of Certificate of
Designation for the Convertible Preferred Stock, Exhibit 3 hereto, is
incorporated herein by reference.
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In connection with DT's agreement to purchase the Convertible Preferred
Stock, DT and the Company have entered into an Investor Agreement, dated July
23, 2000 (the "Investor Agreement"), pursuant to which DT and certain of its
affiliates have agreed to be subject to certain standstill obligations limiting
DT's right to acquire additional voting securities of the Company, other than
pursuant to the Merger or in certain limited circumstances. The Investor
Agreement further prohibits DT from transferring any of its Convertible
Preferred Stock prior to the termination of the Merger Agreement. The Investor
Agreement grants DT certain rights to purchase up to its pro rata amount of
certain subsequent issuances of equity securities by the Company in order for DT
to maintain its percentage ownership interest in the Company (subject to
limitations) and grants DT certain registration rights with respect to any
Common Shares it may own. The Investor Agreement, Exhibit 4 hereto, is
incorporated herein by reference.
In connection with DT's agreement to purchase the Convertible Preferred
Stock, DT, the Company and certain stockholders entered into the First Amended
and Restated Voting Agreement (the "First Amended and Restated Voting
Agreement") that will become effective at such time as DT converts its
Convertible Preferred Stock into Common Shares (the "Effective Time"). Pursuant
to the First Amended and Restated Voting Agreement, the parties thereto agree,
among other things, after the Effective Time, to vote for the election to the
Board of Directors of the Company of two designees of DT for so long as DT owns
at least 9,800,000 Common Shares, and one designee for so long as DT owns less
than 9,800,000 Common Shares but at least 4,500,000 Common Shares. The First
Amended and Restated Voting Agreement, Exhibit 5 hereto, is incorporated herein
by reference.
As a condition to DT's agreeing to enter into the Merger Agreement,
certain stockholders of the Company (the "Stockholders") have entered into
Stockholders Agreements with DT, dated as of July 23, 2000 (collectively, the
"Stockholders Agreements"), pursuant to which the Stockholders have agreed to
vote their Common Shares in favor of the Merger Agreement and the Merger and
have agreed to vote against, and not to consent to, any Alternative Transaction
(as defined in the Stockholders Agreements) and not to transfer any of their
Common Shares, in each case for periods specified in the Stockholders
Agreements. Certain stockholders of the Company holding warrants to purchase
Common Shares entered into agreements with DT pursuant to which such
stockholders agreed to submit election forms, as described in the Merger
Agreement, in connection with the Common Shares covered by such warrants. The
agreements with such stockholders, Exhibits 6 to 12 hereto, are incorporated by
reference herein.
In connection with the Merger Agreement, DT entered into separate
agreements with Cook Inlet and Providence Media, two joint venture partners of
the Company having contingent contractual rights, under certain circumstances,
to exchange their respective interests in the joint ventures or affiliates of
such joint ventures into Common Shares. Pursuant to these agreements, DT agreed,
on the effective date of the Merger, to assume the Company's obligations under
such exchange rights and Cook Inlet and Providence consented to the form and
substance of such assumption. In addition, to the extent that they elect to
exercise their exchange rights prior to the relevant stockholders meeting of the
Company, Cook Inlet and Providence agreed to certain transfer restrictions on no
more than 50.1% of the Common Shares they may own as a result of exercising such
exchange rights and have agreed to vote any Common Shares they may own as a
result thereof in favor of the Merger Agreement and the Merger and against, and
not to consent to, any Alternative Transaction. The agreements with Cook Inlet
and Providence entered into in
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connection with the Merger Agreement, Exhibits 13 and 16 hereto, are
incorporated by reference herein.
The preceding summary of certain provisions of the Merger Agreement,
the Stock Subscription Agreement, the Form of Certificate of Designation, the
Investor Agreement, the First Amended and Restated Voting Agreement, the
Stockholders Agreements and the agreements with Cook Inlet and Providence,
copies of which are filed as exhibits hereto, is not intended to be complete and
is qualified in its entirety by reference to the full text of such agreements.
A copy of the press release announcing the merger agreement and DT's
investment in the Convertible Preferred Stock, attached as Exhibit 17, is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Upon the occurrence of the closings under the Stock Subscription
Agreement, DT will become the record owner of 3,906,250 shares of Convertible
Preferred Stock and the beneficial owner of 31,250,000 Common Shares, currently
representing approximately 12.74% of the outstanding Common Shares.
As of August 1, 2000, Jeffrey A. Hedberg, a member of the Board of
Management of DT, owned 381 Common Shares. To the best of DT's knowledge, no
other member of the Supervisory Board or Board of Management of DT beneficially
owns any Common Shares. DT hereby disclaims beneficial ownership of the Common
Shares owned by Mr. Hedberg.
Pursuant to the Stockholders Agreements, the Stockholders have agreed
to vote their Common Shares in favor of the Merger and the Merger Agreement and
have agreed to vote against, and not consent to, any Alternative Transaction.
The number of Common Shares subject to the Stockholders Agreements currently
represent more than 50% of the aggregate number of Common Shares outstanding as
of June 30, 2000, together with the number of Common Shares underlying the
Company's 2 1/2 Convertible Preferred Shares, which are expected to be converted
into Common Shares prior to the stockholders meeting of the Company called to
vote on the Merger. DT hereby disclaims beneficial ownership of the Common
Shares owned by the Stockholders that are subject to the Stockholder Agreements.
(c) Except for the Agreements described in Item 4, there have been
no transactions in Common Shares by DT, or, to the best knowledge of DT, the
members of the Supervisory Board or Board of Management of DT during the past 60
days.
(d) To the best knowledge of DT, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Items 4 and 5.
Except as set forth in Items 4 and 5, neither DT nor, to the best
knowledge of DT, any of members of the Supervisory Board or Board of Management
of DT, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any other person with respect to any securities of the
Company or its subsidiaries.
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Item 7. Material to be Filed as Exhibits.
<TABLE>
<CAPTION>
EXHIBIT INDEX
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Exhibit Number Description
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<S> <C>
1 Agreement and Plan of Merger, dated as of July 23,
2000, between DT and the Company, incorporated by
reference herein from Exhibit 2.1 to the Company's
Current Report on 8-K (File No. 0-25441), dated
July 28, 2000. Schedules or similar attachments to
this Exhibit have not been filed; upon request, DT
will furnish supplementally to the Commission a
copy of any omitted schedule
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2 Stock Subscription Agreement, dated as of July 23,
2000, between DT and the Company, incorporated by
reference herein from Exhibit 99.1 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000. Certain attachments
to this Exhibit have not been filed as exhibits to
this Exhibit; upon request, DT will furnish
supplementally a copy of any omitted attachment.
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3 Form of Certificate of Designation for the
Convertible Preferred Stock, incorporated by
reference herein from Exhibit 4.1 to the Company's
Current Report on 8-K (File No. 0-25441), dated
July 28, 2000.
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4 Investor Agreement between DT and the Company,
dated as of July 23, 2000, incorporated by
reference herein from Exhibit 99.2 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000. An annex to this
Exhibit has not been filed as an annex to this
Exhibit; upon request, DT will furnish
supplementally to the Commission a copy of the
omitted annex.
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5 First Amended and Restated Voting Agreement among
the Company and the Stockholders, dated as of July
23, 2000, incorporated by reference herein from
Exhibit 10.1 to the Company's Current Report on
8-K (File No. 0-25441), dated July 28, 2000.
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6 Stockholder Agreement between Telephone and Data
Systems, Inc. and DT, dated as of July 23, 2000,
together with the Side Letter Agreement between
TDS and DT, dated as of July 23, 2000.
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7 Stockholders Agreement between Hutchison and DT,
dated as of July 23, 2000.
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8 Stockholders Agreement between Sonera and DT,
dated as of July 23, 2000.
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9 Stockholders Agreement among John W. Stanton,
Theresa Gillespie and DT, dated as of July 23,
2000.
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10 Stockholders Agreement between Goldman Sachs and
DT, dated as of July 23, 2000.
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11 Letter Agreement between DT and Allen & Company,
dated as of July 23, 2000
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12 Letter Agreement between DT and Richard Fields,
dated as of July 23, 2000
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</TABLE>
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<TABLE>
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<S> <C>
13 Agreement among Cook Inlet, DT and the Company,
dated as of July 23, 2000, and Exhibit A (Form of
Voting and Lock-up Agreement) thereto
incorporated by reference herein from
Exhibit 10.2 to the Company's Current Report on
8-K (File No. 0-25441), dated July 28, 2000.
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14 Agreement among Providence, DT and the Company,
dated as of July 23, 2000, and Exhibit A (Form of
Voting and Lock-up Agreement) thereto incorporated
by reference herein from Exhibit 10.3 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
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15 Exchange Rights Acquisition and Grant Agreement
among the Company, Western Wireless Corporation
and Providence, dated as of July 23, 2000,
incorporated by reference herein from Exhibit 10.4
to the Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
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16 Exchange Rights Agreement between the Company and
Providence, dated as of July 23, 2000,
incorporated by reference herein from Exhibit 10.5
to the Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
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17 Press Release, dated July 23, 2000, incorporated
by reference herein from Exhibit 99.3 to the
Company's Current Report on 8-K (File No. 0-25441)
dated July 28, 2000.
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</TABLE>
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SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 2, 2000 DEUTSCHE TELEKOM AG
/s/ Kevin Copp
----------------------------------
By: Kevin Copp
Title: Head of International Legal
Affairs
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Schedule I
Directors and Executive Officers of Deutsche Telekom AG
The following tables I and II set forth the names, addresses and, with
respect to the Supervisory Board (Table II), principal occupations of the
members of DT's Board of Management and Supervisory Board. Each member of the
Board of Management is principally employed by DT.
I. The Board of Management
Dr. Ron Sommer
Chairman
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Josef Brauner
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Detlef Buchal
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dr. Karl-Gerhard Eick
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Jeffrey A. Hedberg
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Citizen of the United States of America
Dr. Hagen Hultzsch
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dr. Heinz Klinkhammer
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dipl. Ing. Gerd Tenzer
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
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II. Supervisory Board
<TABLE>
<S> <C>
Dr. Hans-Dietrich Winkhaus Dr. h.c. Andre Leysen
Chairman, Chairman of the Management Chairman of the Supervisory Board
Board of Henkel KgaA of GEVAERT N.V.
Henkelstrasse 67 Septe Straat 27
D-40191 Dusseldorf B-2640 Mortsel
Citizen of Belgium
Rudiger Schulze Waltraud Litzenberger
Vice-Chairman, Member of the Central Chairwoman of the Works Council at
Executive Committee of the German Postal Deutsche Telekom's Branch Office in Bad
Union Kreuznach,
Rhonestr. 2 Bruckes 2-8
D-60528 Frankfurt/M D-55545 Bad Kreuznach
Gert Becker Michael Loffler
Member of the Supervisory Board of Chairman of the Works Council at Deutsche
Deutsche Telekom AG Telekom AG's Branch Office in Leipzig
Friedrich-Ebart-Allee 140 Querstrasse 1-3
D-53113 Bonn D-04103 Leipzig
Josef Falbisoner Hans-W. Reich
Chairman of the Deutsche Postgewerkschaft Speaker of the Managing Board,
trade union, Southern Bavaria District Kreditanstalt fur Wiederaufbrau
Schwanthaler Str. 64 Palmengarten 5-9
D-80336 Munich D-60325 Frankfurt/Main
Dr. Hubertus von Grunberg Rainer Roll
Chairman of the Supervisory Board Vice-Chairman of the Central Works Council
of Continental AG at Deutsche Telekom AG
Vahrenwalder Str. 9 Friedrich-Ebert-Allee 140
D-30165 Hannover D-53113 Bonn
Dr. sc. techn. Dieter Hundt Wolfgang Schmitt
Managing Partner of Allgaier Werke GmbH & Head of Deutsche Telekom AG's Regional
Co. KG, President of the National Union of Directorate in Freiburg i.B.
German Employer Associations Berliner Allee 1
Postfach 40 D-79114 Freiburg im Breisgau
D-73062 Uhingen
</TABLE>
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<TABLE>
<S> <C>
Rainer Koch, Michael Sommer
Chairman of the Works Vice-Chairman of the Deutsche Post
Council of DeTelmmobilien Gewerkschaft
Kaiser-Wilhelm-Ring 4-6 Rhonestrasse 2
D-48145 Munster D-60528 Frankfurt
Ursula Steinke Prof. Dr. Helmut Sihler
Chairwoman of the Works Council at Member of the Supervisory Board
Deutsche Telekom AG's Northern District of Deutsche Telekom AG
Service and Computer Center Friedrich-Ebert-Alee 14D
Bunsenstr. 29 D-53113 Bonn
D-24145 Kiel Citizen of Austria
Prof. Dr.h.c. Dieter Stolte
Director General of the Zweites Deutsches
Fernsehen broadcasting organization
Postfach 40 40
D-55100 Mainz
Bernhard Walter
Former Chairman of the Management Board of Dresdner Bank
Jurgen-Ponto-Platz 1
D-60301 Frankfurt am Main
Wilhelm Wegner
Chairman of the Central Works Council at
Deutsche Telekom AG
Friedrich-Ebert-Allee 140
D-53113 Bonn
Prof. Dr. Heribert Zitzelsberger
State Secretary in BMF, the Federal Finance
Ministry (Bundesministerium der Finanzen)
Wilhelmstr. 97
D-10117 Berlin
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT LIST
Exhibit Number Description
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<S> <C>
1 Agreement and Plan of Merger, dated as of July 23,
2000, between DT and the Company, incorporated by
reference herein from Exhibit 2.1 to the Company's
Current Report on 8-K (File No. 0-25441), dated
July 28, 2000. Schedules or similar attachments to
this Exhibit have not been filed; upon request, DT
will furnish supplementally to the Commission a
copy of any omitted schedule
2 Stock Subscription Agreement, dated as of July 23,
2000, between DT and the Company, incorporated by
reference herein from Exhibit 99.1 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000. Certain attachments
to this Exhibit have not been filed as exhibits
to this Exhibit; upon request, DT will furnish
supplementally a copy of any omitted attachment.
3 Form of Certificate of Designation for the
Convertible Preferred Stock, incorporated by
reference herein from Exhibit 4.1 to the Company's
Current Report on 8-K (File No. 0-25441), dated
July 28, 2000.
4 Investor Agreement between DT and the Company,
dated as of July 23, 2000, incorporated by
reference herein from Exhibit 99.2 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000. An annex to this
Exhibit has not been filed as an annex to this
Exhibit; upon request, DT will furnish
supplementally to the Commission a copy of the
omitted annex.
5 First Amended and Restated Voting Agreement among
the Company and the Stockholders, dated as of July
23, 2000, incorporated by reference herein from
Exhibit 10.1 to the Company's Current Report on
8-K (File No. 0-25441), dated July 28, 2000.
6 Stockholder Agreement between Telephone and Data
Systems, Inc. and DT, dated as of July 23, 2000,
together with the Side Letter Agreement between
TDS and DT, dated as of July 23, 2000.
7 Stockholders Agreement between Hutchison and DT,
dated as of July 23, 2000.
8 Stockholders Agreement between Sonera and DT,
dated as of July 23, 2000.
9 Stockholders Agreement among John W. Stanton,
Theresa Gillespie and DT, dated as of July 23,
2000.
10 Stockholders Agreement between Goldman Sachs and
DT, dated as of July 23, 2000.
11 Letter Agreement between DT and Allen & Company,
dated as of July 23, 2000
12 Letter Agreement between DT and Richard Fields,
dated as of July 23, 2000
13 Agreement among Cook Inlet, DT and the Company,
dated as of July 23, 2000, and Exhbit A (Form of
Voting and lock-up Agreement) thereto
incorporated by reference herein from
Exhibit 10.2 to the
</TABLE>
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<TABLE>
<S> <C>
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
14 Agreement among Providence, DT and the Company,
dated as of July 23, 2000, and Exhibit A (Form of
Voting and Lock-up Agreement) thereto incorporated
by reference herein from Exhibit 10.3 to the
Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
15 Exchange Rights Acquisition and Grant Agreement
among the Company, Western Wireless Corporation
and Providence, dated as of July 23, 2000,
incorporated by reference herein from Exhibit 10.4
to the Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
16 Exchange Rights Agreement between the Company and
Providence, dated as of July 23, 2000,
incorporated by reference herein from Exhibit 10.5
to the Company's Current Report on 8-K (File No.
0-25441), dated July 28, 2000.
17 Press Release, dated July 23, 2000, incorporated
by reference herein from Exhibit 99.3 to the
Company's Current Report on 8-K (File No. 0-25441)
dated July 28, 2000.
</TABLE>
15
