-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mks5X/246BLsoQsrznN/Qg5dXo8+JsAEFr+e47g0x68jyGLv+yKbRrHT4UMYIbWn MLXCjUDg50/Tbl2IhkD0yA== /in/edgar/work/20000802/0000913115-00-000012/0000913115-00-000012.txt : 20000921 0000913115-00-000012.hdr.sgml : 20000921 ACCESSION NUMBER: 0000913115-00-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VOICESTREAM WIRELESS CORP /DE CENTRAL INDEX KEY: 0001097609 STANDARD INDUSTRIAL CLASSIFICATION: [4812 ] IRS NUMBER: 911983600 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58637 FILM NUMBER: 684265 BUSINESS ADDRESS: STREET 1: 3650 131ST AVENUE SE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4256534600 MAIL ADDRESS: STREET 1: 3650 131ST AVENUE SE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98006 FORMER COMPANY: FORMER CONFORMED NAME: VOICESTREAM WIRELESS HOLDING CORP DATE OF NAME CHANGE: 19991025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989 CENTRAL INDEX KEY: 0000913115 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 366125594 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: 30 NORTH LA SALLE STREET, SUITE 4000 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: C/O TELEPHONE & DATA SYSTEMS INC STREET 2: PO BOX 628010 CITY: MIDDLETON STATE: WI ZIP: 53562-8010 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)1 VoiceStream Wireless Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock ($.001 par value) - -------------------------------------------------------------------------------- (Title of Class of Securities) 928615103 -------------------------------------- (CUSIP Number) LeRoy T. Carlson, Jr. (312) 630-1900 President and Chief Executive Officer Telephone and Data Systems, Inc. 30 N. LaSalle Street, Suite 4000, Chicago, Illinois 60602 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 2000 ------------------------------------------------------------- (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 that 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 following pages) (Page 1 of 8 Pages) - ------------------------------------ 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter discolsures provided in a prior cover page. Information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------------------------------------------------------- 13D - ------------------------------------- --------------------------- CUSIP No. 928615103 Page 2 of 8 Pages --------- ----- ------ - ------------------------------------- --------------------------- - ------------- ------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Telephone and Data Systems, Inc. - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) |_| (b) |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------- ------------------------------------------------------------------ - ------------- ----------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------- ------------------------------------------------------------------ - ------------------------------- ---------- ------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 35,570,493 shares REPORTING -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 35,570,493 shares - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,570,493 shares - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16% - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC, CO - ------------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D - -------------------------------------------------------------------------------- 13D - ------------------------------------- --------------------------- CUSIP No. 928615103 Page 3 of 8 Pages --------- ----- ------ - ------------------------------------- --------------------------- - ------------- ------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Trustees of the Voting Trust under Agreement dated June 30, 1989 - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) |X| (b) |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------- ------------------------------------------------------------------ - ------------------------------- ---------- ------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 35,570,493 shares REPORTING -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------- 10 SHARED DISPOSITIVE POWER 35,570,493 shares -------------------------------------------- - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,570,493 shares - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16% - ------------- ------------------------------------------------------------------ - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* HC, CO - ------------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Schedule 13D Issuer: VoiceStream Wireless Corporation Page 4 of 8 Pages This Amendment No. 2 to Schedule 13D is being filed pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"), by Telephone and Data Systems, Inc., a Delaware corporation ("TDS"), on behalf of itself and its subsidiaries, and by the trustees of the Voting Trust under Agreement dated June 30, 1989, as amended (the "TDS Voting Trust"). Item 1. Security and Issuer. ------------------- This statement relates to the common stock, $.001 par value ("Issuer Common Stock"), of VoiceStream Wireless Corporation ("Issuer"). The principal executive office of the Issuer is located at 3650 131st Avenue, S. E., Bellevue, WA 98006. Item 2. Identity and Background. ----------------------- TDS and the Trustees of the TDS Voting Trust, are filing this Schedule 13D with respect to Issuer Common Stock. The following sets forth information with respect to Items 2(a) through 2(f) for TDS and the Trustees of the TDS Voting Trust. TDS. TDS is a Delaware corporation. The principal business and office address of TDS, is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. TDS's principal business is that of providing diversified telecommunications services. TDS, directly and through its subsidiaries, has established cellular and local telephone operations. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The Trustees of the Voting Trust. The principal business address of the Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The Voting Trust holds TDS Series A Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust. The information with respect to the trustees of the Voting Trust is set forth in Appendix C hereto, and incorporated herein by reference. To the knowledge of LeRoy T. Carlson, Jr., during the last five (5) years, none of TDS, the Voting Trust, nor any of the persons named in Appendices A, B and C hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the knowledge of LeRoy T. Carlson, Jr., during the last five (5) years, none of TDS, the Voting Trust, nor any of the persons named in Appendices A, B and C hereto was 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. ------------------------------------------------- See Item 4 below. Item 4. Purpose of Transaction. ---------------------- On July 24, 1999, Issuer entered into an Agreement and Plan of Merger ("Merger Agreement") with Deutsche Telekom AG ("DT"), which provides for the merger of a subsidiary of DT with and into Issuer, with Issuer surviving the merger (the "Merger") as a wholly-owned subsidiary of DT. In the Merger, each outstanding share of common stock of Issuer, including all shares of Issuer common stock beneficially owned by TDS, would be converted into the right to receive DT Ordinary Shares (or American Depository Shares representing DT Ordinary Shares) and/or cash, as set forth in the Merger Agreement. This description is qualified in its entirety by reference to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on July 28, 2000, including the Exhibits thereto, which is incorporated by reference herein. A copy of the Merger Agreement is filed as Exhibit 2.1 to such Form 8-K and is incorporated by reference herein in its entirety. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 5 of 8 Pages In connection with the transactions contemplated by the Merger Agreement, TDS and DT entered into a Stockholder Agreement ("Stockholder Agreement") dated July 23, 2000, pursuant to which TDS agreed, among other things, to vote for the approval of the Merger Agreement as a stockholder of Issuer. This description is qualified in its entirety by reference to the Stockholder Agreement, a copy of which is filed herewith and is incorporated by reference herein in its entirety. On May 4, 2000, TDS accepted the terms of and became a party to a Voting Agreement ("Voting Agreement") dated as of February 25, 2000 among Issuer and certain stockholders of Issuer (identified on the signature page to the Voting Agreement). The Voting Agreement provides that the parties thereto shall vote their shares of Issuer Common Stock for the election to the board of directors of VoiceStream in the manner specified in such Voting Agreement. The Voting Agreement provides, among other things, that so long as TDS beneficially owns at least 4,500,000 shares of Issuer Common Stock, one member of the Issuer board of directors shall be an individual designated by TDS (the "TDS Designee"), except that the TDS Designee may not be an officer, director, management level employee or affiliate of TDS, or of any person in which TDS or any affiliate of TDS has an "attributable interest" (as defined by applicable FCC rules and regulations)(a "Qualified Designee"); provided, however, that Issuer shall have the right to approve the TDS Designee, which approval shall not be unreasonably withheld; and provided further, however, that if TDS owns more than 9,800,000 shares of Issuer Common Stock and Sonera Corporation and its affiliates own less than 4,500,000 shares of Issuer Common Stock, then TDS shall have the right to two TDS Designees as directors of Issuer. If TDS becomes entitled to designate a second director under the Voting Agreement, the parties to the Voting Agreement would be required to seek and obtain a waiver or other exemptive order from the Federal Communications Commission before such second director could be appointed to the board of directors of Issuer. This description is qualified in its entirety by reference to the Voting Agreement, a copy of which was previously filed with this Schedule 13D and which is incorporated by reference herein in its entirety. In connection with the transactions contemplated by the Merger Agreement, TDS entered into the First Amended and Restated Voting Agreement ("Amended Voting Agreement") dated as of July 23, 2000 among Issuer and certain stockholders of Issuer (identified on the signature page to the Voting Agreement) and DT. The Amended Voting Agreement provides that, upon the effectiveness of the Amended Voting Agreement, the parties thereto shall vote their shares of Issuer Common Stock for the election to the board of directors of VoiceStream in the manner specified in the Amended Voting Agreement, including for the election of two nominees designated by DT. The Amended Voting Agreement will become effective if DT converts its VoiceStream preferred stock into VoiceStream common stock. The rights of TDS under the Amended Voting Agreement will be substantially the same as under the Voting Agreement. This description is qualified in its entirety by reference to the Amended Voting Agreement, a copy of which is incorporated by reference herein in its entirety. TDS and Issuer are also parties to an Investor Agreement dated May 4, 2000 which limits certain actions by TDS as a stockholder of Issuer for a period of five (5) years. Subject to certain exceptions, TDS agreed not to (i) acquire any additional shares of Issuer Common Stock which would cause TDS to own in excess of 24.9% of the voting securities of Issuer; (ii) solicit proxies for shares of Issuer Common Stock or participate in an election contest; or (iii) join a group or take any action to initiate, encourage or otherwise facilitate a tender or exchange offer for Issuer which would result in change of control of Issuer. In addition, TDS agreed to certain restrictions on its ability to transfer its shares of Issuer Common Stock. In particular, if TDS sells Issuer Common Stock, it agreed to take reasonable care to preclude the acquisition of more than 5% of the voting power of the Issuer Common Stock by any person or group, except Sonera Corporation and certain other affiliated parties. This description is qualified in its entirety by reference to the Investor Agreement, a copy of which was previously filed with this Schedule 13D and which is incorporated by reference herein in its entirety. TDS and Issuer are also parties to a Registration Rights Agreement pursuant to which TDS has demand and piggyback registration rights for the shares of Issuer Common Stock received by TDS in the Reorganization. The Registration Rights Agreement permits four (4) demand registration rights (one every nine (9) months) and permits unlimited piggyback registration rights. The registration rights survive only as long as TDS is unable to sell the shares of Issuer Common Stock without registration. The foregoing descriptions of the above agreements is subject to, and qualified in their entirety by reference to, the text of such agreements, which are included or incorporated by reference as exhibits hereto. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 6 of 8 Pages Item 5. Interest in Securities of the Issuer. ------------------------------------ (I) TDS. --- (a) As of July 23, 2000, TDS beneficially owns 35,570,493 shares of Issuer Common Stock. (b) (i) Sole Power to Vote or Direct the Vote: ------------------------------------- None. (ii) Shared Power to Vote or Direct the Vote: --------------------------------------- 35,570,493 shares. (iii) Sole Power to Dispose or Direct the Disposition: -------------------------------------------- None. (iv) Shared Power to Dispose or Direct the Disposition: -------------------------------------------- 35,570,493 shares. (c) Except as described herein, to the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty (60) days in shares of Issuer Common Stock by TDS. (d) To the knowledge of LeRoy T. Carlson, Jr., no other person is known to have the right of dividends from, or the proceeds from the sale of the shares of Issuer Common Stock beneficially owned by TDS. (e) Not Applicable. (II) Directors and Executive Officers of TDS. --------------------------------------- (a) - (b)See Appendix D attached hereto and incorporated herein by reference. (c) Except as described below, to the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty (60) days in shares of Issuer Common Stock by any Director or Executive Officer of TDS. (d) To the knowledge of LeRoy T. Carlson, Jr., no person other than the persons listed in Appendix D are known to have the right to receive or the power to direct the receipt of dividends from, or other proceeds from the sale of Issuer Common Stock beneficially owned by the persons listed in Appendix D. (e) Not applicable. (III) The Voting Trust. ---------------- (a) As of July 23, 2000, the TDS Voting Trust may be deemed to beneficially own 35,570,493 shares of Issuer Common Stock. (b) (i) Sole Power to Vote or Direct the Vote: ------------------------------------- None. (ii) Shared Power to Vote or Direct the Vote: --------------------------------------- 35,570,493 shares. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 7 of 8 Pages (iii) Sole Power to Dispose or Direct the Disposition: -------------------------------------------- None. (iv) Shared Power to Dispose or Direct the Disposition: -------------------------------------------- 35,570,493 shares. (c) To the knowledge of LeRoy T. Carlson, Jr., no transactions were effected during the past sixty (60) days in shares of Issuer Common Stock by The Voting Trust. (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ----------------------------------------------------------------------- See Item 4. The Voting Trust holds TDS Series A Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares held in the trust. The Voting Trust trustees hold and vote 6,361,777 TDS Series A Common Shares held in the Voting Trust, representing approximately 90% of the outstanding TDS Series A Common Shares, and approximately 52% of the combined voting power of the TDS Series A Common Shares and TDS Common Shares. Therefore, the Voting Trust trustees may be deemed to direct a majority of the combined voting power of TDS. The Issuer Common Stock is held by the filing persons for investment purposes only. Except as disclosed herein, none of the filing persons has any present plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D. Each of the filing persons, however, expects to evaluate on an ongoing basis the Issuer's financial condition, business, operations and prospects, the market price of the Issuer Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors. Accordingly, subject to the Stockholder Agreement and other agreements entered into in connection with the Merger Agreement or otherwise referenced herein, each filing person reserves the right to change its plans and intentions at any time, as it deems appropriate and, in connection therewith, any one or more of the filing persons (and their respective affiliates) may purchase additional shares of Issuer Common Stock or other securities of the Issuer or may sell or transfer shares of Issuer Common Stock beneficially owned by them from time to time in public or private transactions and/or may enter into privately negotiated derivative transaction with institutional counterparties or otherwise to hedge the market risk of some or all of their positions in the shares of Issuer Common Stock or other securities. Any such transactions may be effected at any time or from time to time subject to any applicable limitations imposed on the sale of any of the Issuer securities by the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Item 7. Material to be Filed as Exhibits. -------------------------------- 99.1 Stockholder Agreement dated as of July 23, 2000 (filed herewith). 99.2 Agreement and Plan of Merger dated July 23, 2000 (Incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on July 28, 2000) 99.3 First Amended and Restated Voting Agreement dated July 23, 2000. (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on July 28, 2000). In addition, the Voting Trust Agreement dated June 30, 1989, as amended, is hereby incorporated by reference to Exhibit 9.1 to the Annual Report on Form 10-K of Telephone and Data Systems, Inc. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 8 of 8 Pages JOINT FILING AGREEMENT The undersigned hereby agree and consent, pursuant to Rule 13d-1(f)(1), to the joint filing of all Schedules 13D and/or Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of July 23, 2000. TELEPHONE AND DATA SYSTEMS, INC. THE VOTING TRUST By: /s/ LeRoy T. Carlson, Jr. By: /s/ LeRoy T. Carlson, Jr. ---------------------------------- ------------------------- LeRoy T. Carlson, Jr. LeRoy T. Carlson, Jr. President and Chief Executive Officer As Trustee and Attorney-in-Fact for other Trustees* *Pursuant to Joint Filing Agreement and Power of Attorney previously filed with the Securities and Exchange Commission and incorporated by reference herein. Signature Page to Amendment to Schedule 13D relating to VoiceStream Wireless Corporation by Telephone and Data Systems, Inc., and The Voting Trust, respectively. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 1 of 4 of Appendix A APPENDIX A DIRECTORS OF TDS ---------------- (I) (a) Name: ---- LeRoy T. Carlson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Chairman of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (II) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 2 of 4 of Appendix A (III) (a) Name: ---- Sandra L. Helton (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Executive Vice President - Finance and CFO of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (IV) (a) Name: ---- James Barr III (b) Business Address: ---------------- TDS Telecommunications Corporation 301 South Westfield Road Madison, Wisconsin 53705-0158 (c) Present Principal Occupation or Employment: ------------------------------------------ President of TDS Telecommunications Corporation, a wholly-owned subsidiary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (V) (a) Name: ---- Walter C.D. Carlson (b) Business Address: ---------------- Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 3 of 4 of Appendix A (VI) (a) Name: ---- Letitia G.C. Carlson (b) Residence Address: ----------------- 7604 Fairfax Road Bethesda, Maryland 20814 (c) Present Principal Occupation or Employment: ------------------------------------------ Medical Doctor (d) Citizenship: ----------- United States (VII) (a) Name: ---- Donald C. Nebergall (b) Residence Address: ----------------- 2919 Applewood Place, N.E. Cedar Rapids, Iowa 52402 (c) Present Principal Occupation or Employment: ------------------------------------------ Consultant to Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VIII) (a) Name: ---- Herbert S. Wander (b) Business Address: ---------------- Katten, Muchin & Zavis 525 West Monroe Street Suite 1600 Chicago, Illinois 60606-3693 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Katten, Muchin & Zavis (d) Citizenship ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 4 of 4 of Appendix A (IX) (a) Name: ---- George W. Off (b) Business Address: ---------------- Catalina Marketing Group 11300 Ninth Street North St. Petersburg, Florida 33716 (c) Present Principal Occupation or Employment: ------------------------------------------ Retired Chairman of Catalina Marketing Corporation (d) Citizenship: ----------- United States (X) (a) Name: ---- Martin L. Solomon (b) Business Address: ---------------- 2665 South Bayshore Drive, Suite 906 Coconut Grove, Florida 33133 (c) Present Principal Occupation or Employment: ------------------------------------------ Chairman and CEO of American Country Holdings, Inc. (d) Citizenship: ----------- United States (XI) (a) Name: ---- Kevin A. Mundt (b) Business Address: ---------------- Mercer Management Consulting, Inc. 33 Hayden Avenue Lexington, MA 02173 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Retail Group Head of Mercer Management Consulting, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 1 of 7 of Appendix B APPENDIX B EXECUTIVE OFFICERS OF TDS ------------------------- (I) (a) Name: ---- LeRoy T. Carlson (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Director and Chairman of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (II) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Director, President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (III) (a) Name: ---- Sandra L. Helton (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 Schedule 13D Issuer: VoiceStream Wireless Corporation Page 2 of 7 of Appendix B (c) Present Principal Occupation or Employment: ------------------------------------------ Director, Executive Vice President - Finance and CFO of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (IV) (a) Name: ---- Rudolph E. Hornacek (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Engineering of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (V) (a) Name: ---- John E. Rooney (b) Business Address: ---------------- United States Cellular Corporation 8410 West Bryn Mawr Suite 700 Chicago, Illinois 60631 (c) Present Principal Occupation or Employment: ------------------------------------------ Director, President and Chief Executive Officer of United States Cellular Corporation, an over 80%-owned subsidiary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VI) (a) Name: ---- James Barr III (b) Business Address: ---------------- TDS Telecommunications Corporation 301 South Westfield Road Madison, Wisconsin 53705-0158 Schedule 13D Issuer: VoiceStream Wireless Corporation Page 3 of 7 of Appendix B (c) Present Principal Occupation or Employment: ------------------------------------------ President of TDS Telecommunications Corporation, a wholly-owned subsidiary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VII) (a) Name: ---- Scott H. Williamson (b) Business Address: ---------------- 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Senior Vice President - Acquisitions of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (VIII) (a) Name: ---- Michael K. Chesney (b) Business Address: ---------------- 1014 South Briarcliffe Circle Maryville, Tennessee 37803 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Corporate Development of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (IX) (a) Name: ---- George L. Dienes (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 Schedule 13D Issuer: VoiceStream Wireless Corporation Page 4 of 7 of Appendix B (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President-Corporate Development of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (X) (a) Name: ---- C. Theodore Herbert (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ----------------------------------------- Vice President-Human Resources of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XI) (a) Name: ---- Peter L. Sereda (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President and Treasurer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XII) (a) Name: ---- Mark A. Steinkrauss (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 Schedule 13D Issuer: VoiceStream Wireless Corporation Page 5 of 7 of Appendix B (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President-Corporate Relations of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XIII) (a) Name: ---- Edward W. Towers (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President-Corporate Development and Operations of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XIV) (a) Name: ---- James W. Twesme (b) Business Address: ---------------- TDS Corporate Madison 8401 Greenway Boulevard P.O. Box 628010 Middleton, Wisconsin 53562-8010 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Corporate Finance - Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 6 of 7 of Appendix B (XV) (a) Name: ---- Byron A. Wertz (b) Business Address: ---------------- Telephone and Data Systems, Inc. 8000 West 78th Street, Suite 400 Minneapolis, Minnesota 55439 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President - Corporate Development of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XVI) (a) Name: ---- D. Michael Jack (b) Business Address: ---------------- TDS Corporate Madison 8401 Greenway Boulevard P.O. Box 628010 Middleton, Wisconsin 53562-8010 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President and Corporate Controller of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (XVII) (a) Name: ---- Gregory J. Wilkinson (b) Business Address: ---------------- TDS Corporate Madison 8401 Greenway Boulevard P.O. Box 628010 Middleton, Wisconsin 53562-8010 (c) Present Principal Occupation or Employment: ------------------------------------------ Vice President and Corporate Secretary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 7 of 7 of Appendix B (XVIII) (a) Name: ---- Michael G. Hron (b) Business Address: ---------------- Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin and General Counsel and Assistant Secretary of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 1 of 2 of Appendix C APPENDIX C TRUSTEES OF THE VOTING TRUST (I) (a) Name: ---- LeRoy T. Carlson, Jr. (b) Business Address: ---------------- Telephone and Data Systems, Inc. 30 North LaSalle Street Suite 4000 Chicago, Illinois 60602 (c) Present Principal Occupation or Employment: ------------------------------------------ Director, President and Chief Executive Officer of Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States (II) (a) Name: ---- Walter C.D. Carlson (b) Business Address: ---------------- Sidley & Austin Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 (c) Present Principal Occupation or Employment: ------------------------------------------ Partner of the law firm of Sidley & Austin (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 2 of 2 of Appendix C (III) (a) Name: ---- Letitia G.C. Carlson (b) Business Address: ---------------- 7604 Fairfax Road Bethesda, Maryland 20814 (c) Present Principal Occupation or Employment: ------------------------------------------ Medical Doctor (d) Citizenship: ----------- United States (IV) (a) Name: ---- Donald C. Nebergall (b) Residence Address: ----------------- 2919 Applewood Place, N.E. Cedar Rapids, Iowa 52402 (c) Present Principal Occupation or Employment: ------------------------------------------ Director of and Consultant to Telephone and Data Systems, Inc. (d) Citizenship: ----------- United States Schedule 13D Issuer: VoiceStream Wireless Corporation Page 1 of 1 of Appendix D APPENDIX D Ownership of Common Stock of VoiceStream Wireless Corporation (Issuer) (Based on latest available information.) Number of shares of Issuer's Common Stock Percentage of Beneficially Class Owned as of Latest of the Issuer's Name Practicable Date Common Stock ---- ---------------- ----------------- James Barr, III -- -- Thomas A. Burke 922 * LeRoy T. Carlson 455 * LeRoy T. Carlson, Jr. -- -- Letitia G. C. Carlson -- -- Walter C. D. Carlson -- -- Michael K. Chesney -- -- George L. Dienes -- -- Sandra L. Helton -- -- C. Theodore Herbert -- -- Rudolph E. Hornacek -- -- Michael G. Hron -- -- D. Michael Jack -- -- Donald C. Nebergall -- -- George W. Off 455 * John E. Rooney -- -- Peter L. Sereda 100 * Martin L. Solomon -- -- Mark A. Steinkrauss 228 * Edward W. Towers -- -- James W. Twesme 2,263 * Herbert S. Wander -- -- Byron A. Wertz 102 * Gregory J. Wilkinson 970 * ----- Total 5,495 * ===== * Less than 1% EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 STOCKHOLDER AGREEMENT This Stockholder Agreement (this "Agreement") dated as of July 23, 2000 among the stockholder listed on the signature page hereto (" Stockholder" ) and Deutsche Telekom, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany ("DT"). WHEREAS, simultaneously with the execution of this Agreement, VoiceStream Wireless Corporation, a Delaware corporation ("VoiceStream"), and DT are entering into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of the date hereof, providing, among other things, for the merger of a subsidiary of DT with and into VoiceStream. WHEREAS, DT has agreed to enter into the Merger Agreement only if Stockholder enters into this Agreement with DT; WHEREAS, in the Merger Agreement DT has agreed, subject to the conditions set forth therein, to acquire all of the shares of VoiceStream Common Stock (as defined below); NOW THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein and in the Merger Agreement, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Certain Definitions. ------------------- (a) For the purposes of this Agreement, all capitalized terms used but not otherwise defined herein, shall have the respective meanings given to such terms in the Merger Agreement. (b) For the purposes of this Agreement, the words "beneficially owned" or "beneficial ownership" shall include, with respect to any securities, the beneficial ownership by Stockholder and by any direct or indirect Subsidiary of Stockholder. (c) For purposes of this Agreement, the following terms should have the following meanings: "DT Derivative Securities" means any security convertible into or exchangeable for DT Securities or the value of which is derived from the value of DT Securities. "DT Securities" means DT Ordinary Shares and DT American Depositary Shares, each representing the right to receive one DT Ordinary Share. "Transfer" means, with respect to any security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or constructive sale or other disposition of such security or the record or beneficial ownership thereof, the offer to make such a sale, transfer, constructive sale or other disposition, and each agreement, arrangement or understanding whether or not in writing, to effect any of the foregoing. The term "constructive sale" means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any transaction that has substantially the same effect as any of the foregoing; provided, however, that the term "constructive sale" shall not include transactions involving the purchase and sale of securities tracking a broad based stock index excluding the DAX index other than a monetization transaction permitted by the Side Letter Agreement. 2. Representations; Warranties and Covenants of Stockholder. ------------------------------------------------------------------ Stockholder hereby represents and warrants to DT as follows: (a) Title. As of the date hereof, Stockholder is the sole record or beneficial owner of the number of shares of VoiceStream Common Stock set forth on Exhibit A attached hereto ("Existing Shares" and, together with record or beneficial ownership of any shares of VoiceStream Common Stock or other voting capital stock of VoiceStream acquired after the date hereof, whether upon the exercise of warrants or options, conversion of VoiceStream Preferred Stock or any convertible securities or otherwise, "Shares"), and/or the number of warrants, options or other rights to acquire or receive such VoiceStream Common Stock or VoiceStream Preferred Stock, as the case may be, set forth opposite on Exhibit A attached hereto ("Existing Rights" and, together with record or beneficial ownership of any warrants, options or other rights to acquire or receive such shares of VoiceStream Common Stock or other voting capital stock of VoiceStream acquired after the date hereof, "Rights"). Stockholder is the lawful owner of the Existing Shares and Existing Rights, free and clear of all liens, claims, charges, security interests or other encumbrances, except as disclosed on Exhibit A. As of the date hereof, the Existing Shares constitute all of the capital stock of VoiceStream owned of record or beneficially by Stockholder (excluding the Existing Rights) and Stockholder does not own of record or beneficially, or have the right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing) any shares of VoiceStream Common Stock or VoiceStream Preferred Stock or any other securities convertible into or exchangeable or exercisable for shares of VoiceStream Common Stock, except pursuant to the Existing Rights. (b) Right to Vote. Stockholder has, with respect to all of Stockholder's Existing Shares, and will have at the VoiceStream Stockholders' Meeting, with respect to all of Stockholder's Shares acquired prior to the record date for the VoiceStream Shareholders' Meeting, sole voting power, sole power of disposition or sole power to issue instructions with respect to the matters set forth in Section 4 hereof and to fulfill its obligations under such Section and shall not take any action or grant any person any proxy (revocable or irrevocable) or power-of-attorney with respect to any Shares or Rights inconsistent with his or its obligations as provided by Section 4 hereof. Stockholder hereby revokes any and all proxies with respect to Stockholder's Existing Shares to the extent they are inconsistent with the Stockholders' obligations under this Agreement. (c) Authority. Stockholder has full legal power, authority, legal capacity and right to execute and deliver, and to perform its obligations under, this Agreement. No other proceedings or actions on the part of Stockholder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Stockholder and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors rights generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity). (d) Conflicting Instruments. Neither the execution and delivery of this Agreement nor the performance by Stockholder of its agreements and obligations hereunder will result in any breach or violation of, or be in conflict with or constitute a default under, any term of any agreement, judgment, injunction, order, decree, federal law or regulation to which Stockholder is a party or by which Stockholder (or any of its assets) is bound. (e) DT's Reliance. Stockholder understands and acknowledges that DT is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery and performance of this Agreement. 3. Restriction on Transfer; Other Restrictions. ------------------------------------------- Except as set forth in the Side Letter Agreement between TDS and DT dated the date hereof (the "Side Letter Agreement"): (a) Stockholder agrees not to Transfer or agree to Transfer any Shares or Rights owned of record or beneficially by Stockholder, except as otherwise permitted by this Section 3 or pursuant to the Merger Agreement, Transfers to any Affiliate of the Stockholder who agrees in writing to be bound by the terms of this Agreement or Transfers which occur by operation of law if the transferee remains, or agrees to remain, bound by the terms of this Agreement, other than, in each case, with DT's prior written consent. 2 (b) From the date hereof until the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, Stockholder agrees not to Transfer any Shares or Rights owned of record or beneficially by Stockholder; provided, however, that this Section 3(b) shall cease to be of any force or effect immediately upon termination of the Merger Agreement. (c) From the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, until the earlier of the Effective Time or the termination of the Merger Agreement, Stockholder may Transfer only up to 17.5% of Stockholder's Total Number of Shares; provided, however, that if the Effective Time shall not have occurred by July 31, 2001, the percentage specified in this Section 3(c) shall on August 1, 2001 be increased by 3.75% and, if the Effective Time shall not have occurred by August 31, 2001, such percentage shall on September 1, 2001 be increased by an additional 3.75% for an aggregate amount from and after September 1, 2001 of 25%. (d) From the Effective Time through and including the three month anniversary of the Effective Time, Stockholder agrees not to Transfer any DT Securities or DT Derivative Securities. (e) From the day following the three month anniversary of the Effective Time, through and including the six month anniversary of the Effective Time, Stockholder may Transfer only up to 40% of Stockholder's Total Number of Shares, inclusive of any Transfer of any DT Derivative Securities. (f) For the avoidance of doubt, the portions of a Stockholder's Total Number of Shares permitted to be Transferred pursuant to Section 3(c) and Section 3(e) are (i) separate and not cumulative such that if Stockholder does not fully utilize the permission to Transfer up to 17.5% of Stockholder's Total Number of Shares pursuant to Section 3(c), Stockholder shall not be permitted to Transfer more than 40% of Stockholder's Total Number of Shares pursuant to Section 3(e) and (ii) exclusive of any Transfers permitted by this Agreement which occur at any time after the date hereof and prior to the end of the periods specified in such Sections. (g) For purposes of Section 3(c), the Stockholder's "Total Number of Shares" is equal to the sum (such sum, the "Initial Number of Shares") of (i) the number of shares of Voicestream Common Stock owned of record or beneficially by the Stockholder as of the later of January 1, 2001 and the date of the Voicestream Stockholders' Meeting, including any shares of Voicestream Common Stock obtainable by the Stockholder upon conversion of any shares of Voicestream Preferred Stock owned by the Stockholder and (ii) the number of shares of Voicestream Common Stock owned of record or beneficially by the Stockholder as a result of the exercise or conversion, as applicable, of any options, warrants or convertible securities (other than Voicestream Preferred Stock) to acquire shares of Voicestream Common Stock, during the period from the later of January 1, 2001 and the date of the Voicestream Stockholders' Meeting, until the earlier of the Effective Time and the termination of the Merger Agreement. For purposes of Section 3(e), Stockholder's Total Number of Shares is equal to the sum of (i) the number of DT Securities which the Stockholder would have been entitled to receive as Merger Consideration in the Merger in respect of the Initial Number of Shares (determined as if all of the Stockholders who have entered into Stockholder Agreements with DT in connection with the Merger had made a Mixed Election) and (ii) the number of DT Securities owned of record or beneficially by the Stockholder as a result of the exercise or conversion, as applicable, of any options, warrants or convertible securities to acquire DT Securities (other than any such options, warrants or convertible securities included in the calculation of the Initial Number of Shares), during the relevant periods specified in such subsection (e). (h) The foregoing limitations set forth in Sections 3(c) and (e) shall not apply to any Transfers pursuant to a tender offer, self tender offer, exchange offer or other transaction offered generally to holders of DT Securities and approved or not opposed by DT's Supervisory Board, and securities subject to a Transfer made pursuant to this Section 3(h) and Section 3(l) shall be deemed continued to be owned by the Stockholder for purposes of the calculations made under Sections 3(c) and (e). (i) Stockholder agrees, prior to the Effective Time, not to effect, directly or indirectly, or through any arrangement with a third party pursuant to which such third party may effect, directly or indirectly, any short sales of any VoiceStream Common Stock, DT Securities or DT Derivative Securities except in accordance with the limitations of Section 3(c) or in connection with a monetization pursuant to the Side Letter Agreement. (j) Stockholder hereby irrevocably waives any rights of appraisal or rights to dissent from the Merger that Stockholder may have. 3 (k) If DT's existing majority shareholders elect to effect a secondary offering of their DT Securities during the period from the Effective Time through the first anniversary of the Effective Time pursuant to a registration statement filed pursuant to the Securities Act, DT shall use its reasonable best efforts to obtain the agreement of such existing majority shareholders to include in such offering the maximum amount of DT Securities acquired pursuant to the Merger by the Stockholder and all other stockholders who have entered into Stockholders Agreements with DT in connection with the Merger (the Stockholder, and such other stockholders, collectively, the "Stockholders") which such existing majority shareholders determine may be included in such secondary offering without adversely affecting such secondary offering of the securities being sold by such existing majority shareholders, on such terms and conditions as such existing majority shareholders deem appropriate. (l) DT has not entered into, and from and after the date hereof will not enter into, an agreement of the kind described in Section 3(k) above pursuant to which DT or its current majority shareholders would be requested to grant registration rights to any third parties in connection with a secondary offering of DT Securities by such existing majority shareholders, unless such third parties will not have the right to have any shares included in such registered offering unless all of the shares requested to be included in such registered offering by any Stockholders are so included. (m) If DT acquires any company after the date hereof for consideration valued at more than $15 billion and, at the time the agreement in respect of such acquisition by DT is entered into, (i) such company has a single stockholder who owns 10% or more or a group of stockholders owning in the aggregate 20% or more of the outstanding voting securities of such company and (ii) in each case such stockholders are (or at any time within the prior two years were) directors of or have the right to designate one or more directors to the Board of Directors of such company or are officers of such company or such company has any 5% or greater stockholders (other than institutional investors) as to whom DT could reasonably enter into an agreement in support of such acquisition and DT obtains or could reasonably be expected to obtain the agreement of any such stockholder or group of stockholders of such company, as the case may be, to vote for and support the acquisition or to limit its powers of disposition in connection with the acquisition, the transfer restrictions specified in Sections 3(a) through (e) shall be revised to reflect the more favorable treatment of the stockholders of such company or the absence of restrictions, as the case may be, including the grant or sufferance to exist of registration rights. 4. Agreement to Vote. ------------------ Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to be voted or provide a consent with respect to, all Shares that it owns of record or beneficially as of the record date for the VoiceStream Stockholders' Meeting at the VoiceStream Stockholders' Meeting and at any other annual or special meeting of stockholders of VoiceStream or action by written consent where such matters arise (a) in favor of the Merger and the Merger Agreement and approval of the terms thereof and (b) against, and Stockholder will not consent to, approval of any Alternative Transaction or the liquidation or winding up of VoiceStream. The obligations of each Stockholder specified in this Section 4 shall apply whether or not the Board of Directors of VoiceStream makes a Subsequent Determination. 5. Delivery of Proxy. ----------------- In furtherance of the agreements contained in Section 4 hereof, Stockholder hereby agrees (a) to complete and send the proxy card received by Stockholder with the VoiceStream Proxy Statement, so that such proxy card is received by VoiceStream, as prescribed by the VoiceStream Proxy Statement, not later than the fifth Business Day preceding the day of the VoiceStream Stockholders Meeting, (b) to vote, by completing such proxy card but not otherwise, all the Shares he or it owns of record or beneficially as of the record date for the VoiceStream Stockholder' Meeting (i) in favor of the Merger and the Merger Agreement and (ii) if the opportunity to do so is presented to Stockholder on the proxy card, against any Alternative Transaction and (c) not to revoke any such proxy. 6. No Solicitation. --------------- From and after the date hereof, the Stockholder shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or instruct any of its officers, directors, members or employees to, and shall use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountants or other representatives retained by it or any of its Subsidiaries not to, directly or indirectly through another person, on its behalf, (i) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any Alternative Transaction, or (ii) participate in any substantive discussions or negotiations regarding any Alternative Transaction, provided that nothing herein shall affect the ability of Stockholder in its capacity as an officer, director, employee of, or advisor or investment banker to, VoiceStream to take any action which is permissible under the Merger Agreement. 4 7. Termination of VoiceStream Voting Agreement and other Agreements with Stockholders. - -------------------------------------------------------------------------------- The VoiceStream Voting Agreement, the Parent Stockholder Agreement dated as of September 17, 1999 by and between Stockholder and certain stockholders of Aerial Communications Inc. and VoiceStream, the Stockholders Agreement by and among WWC, Hutchinson Telecommunications PCS (USA) Limited and VoiceStream, the Investor Agreement, dated as of June 23, 1999 by and among Hutchinson Telecommunications PCS (USA) Limited and VoiceStream, the Stockholders Agreement dated September 17, 1999 by and among Stockholder and VoiceStream, the Registration Rights Agreement by and among VoiceStream and Stockholder dated May 4, 2000, the Investor Agreement by and among Stockholder and VoiceStream, dated as of May 4, 2000, the Investor Agreement by and among Sonera Ltd. and VoiceStream dated as of September 17, 1999, the Registration Rights Agreement between VoiceStream and Sonera Ltd. dated as of September 17, 1999, the Registration Rights Agreement by and among VoiceStream and certain stockholders of VoiceStream, dated May 3, 1999, and the Amended and Restated Registration Rights Agreement by and among Omnipoint Corporation and the other parties named therein, dated June 29, 1995, shall, in consideration of the undertakings by DT under this Agreement and the Merger Agreement, be terminated and be of no further force or effect effective at the Effective Time. Except as set forth in the Side Letter Agreement, Stockholder agrees that (a) until the earlier of (x) the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting, and (y) the termination of the Merger Agreement, Stockholder shall not exercise any registration rights and (b) from the date hereof until the earlier of the termination of the Merger Agreement or the Effective Time, Stockholder shall not be entitled to the benefit of any preemption rights that Stockholder may have under the agreements listed in the immediately preceding sentence as a result of the investment contemplated by the DT Financing Agreements. None of the agreements so listed shall be amended or modified in a manner inconsistent with the terms of this Agreement without DT's prior written approval. 8. Additional Shares and Additional Rights. ---------------------------------------- If, after the date hereof, Stockholder acquires record or beneficial ownership of any additional shares of capital stock of VoiceStream (any such shares, "Additional Shares"), including, without limitation, upon exercise of any option, warrant or right to acquire shares of capital stock of VoiceStream, through the conversion of the VoiceStream Preferred Stock or through any stock dividend or stock split, or record or beneficial ownership of any additional options, warrants or rights to acquire shares of capital stock of VoiceStream (any such options, warrants, or rights, "Additional Rights"), the provisions of this Agreement applicable to the Shares and the Rights shall be applicable to such Additional Shares and Additional Rights from and after the date of acquisition thereof. The provisions of the immediately preceding sentence shall be effective with respect to Additional Shares and Additional Rights without action by any Person immediately upon the acquisition by any Stockholder of record or beneficial ownership of such Additional Shares or Additional Rights. 9. Miscellaneous. ------------- (a) Entire Agreement. This Agreement together with the Side Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof. (b) Costs and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. (c) Invalid Provisions. If any provision of this Agreement shall be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity or unenforceability only, without it affecting the remaining provisions of this Agreement. (d) Execution in Counterparts. This Agreement may be executed in counterparts transmitted and delivered by facsimile each of which shall be an original with the same effect as if the signatures hereto and thereto were upon the same instrument. (e) Specific Performance. Stockholder agrees with DT as to itself that if for any reason Stockholder fails to perform any of its agreements or obligations under this Agreement, irreparable harm or injury to DT would be caused as to which money damages would not be an adequate remedy. Accordingly, Stockholder agrees that, in seeking to enforce this Agreement against Stockholder, DT shall be entitled, in addition to any other remedy available at law, equity or otherwise, to specific performance and injunctive and other equitable relief. The provisions of this Section 10(e) are without prejudice to any other rights or remedies, whether at law or in equity, that DT may have against Stockholder for any failure to perform any of its agreements or obligations under this Agreement. 5 (f) Amendments; Termination. (i) This Agreement, including this Section 10(f), may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. (ii) The provisions of this Agreement (other than Sections 3, 4 and 5) shall terminate upon the earliest to occur of (A) the consummation of the Merger, (B) the date that is two (2) years after the date hereof, and (C) the termination of the Merger Agreement. The provisions of Section 3 of this Agreement shall terminate when the applicable time period set forth therein lapses. The provisions of Sections 4 and 5 of this Agreement shall terminate upon the earlier of the consummation of the Merger and termination of the Merger Agreement. (g) Governing Law; Submission and Jurisdiction. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof. (ii) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement or for recognition and enforcement of any judgment in respect hereof brought by the other party hereto or its successors or assigns shall be brought and determined only in the United States District Court for the State of Delaware or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the courts of the State of Delaware. Each of the parties hereto hereby irrevocable submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (A) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 10(g)(ii) or that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (B) to the fullest extent permitted by the applicable law, that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper and (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(i) shall be deemed effective service of process on such party. (h) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal successors (including, in the case of Stockholder or any other individual, any executors, administrators, estates, legal representatives and heirs of Stockholder or such individual) and permitted assigns; provided that, except as otherwise provided in this Agreement, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement. (i) Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date of receipt and shall be delivered personally or sent by overnight courier or sent by telecopy, to the Parties at the following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice): (i) if to Stockholder, at Stockholder's address appearing below at any other address that Stockholder may have provided in writing to DT, Telephone and Data Systems, Inc. 30 North LaSalle, Suite 4000 Chicago, Illinois 60602 Attention: LeRoy T. Carlson, Jr., President Facsimile: 312-630-9299 6 with a copy to: Sidley & Austin Bank One Plaza 10 South Dearborn Chicago, Illinois 60603 Attention: Michael G. Hron Facsimile: 312-853-7036 (ii) if to DT: Deutsche Telekom AG 140 Friedrich-Ebert-Allee 53113 Bonn Germany Attention: Kevin Copp Facsimile: +49-228-181-44177 with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Attention: Robert P. Davis Facsimile: (212) 225-3999 (j) Waiver of Immunity. DT agrees that, to the extent that it or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise based upon its status as an agency or instrumentality of government from any legal action, suit or proceeding or from setoff or counterclaim relating to this Agreement from the jurisdiction of any competent court, from service of process, from attachment prior to judgment, from attachment in aid of execution of a judgment, from execution pursuant to a judgment or arbitral award, or from any other legal process in any jurisdiction, it, for itself and its property expressly, irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity with respect to such matters arising with respect to this Agreement or the subject matter hereof (including any obligation for the payment of money). DT agrees that the waiver in this provision is irrevocable and is not subject to withdrawal in any jurisdiction or under any statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602 et seq. The foregoing waiver shall constitute a present waiver of immunity at any time any action is initiated against DT with respect to this Agreement. 7 IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement as of this 23rd day of July, 2000. DEUTSCHE TELEKOM AG By: /s/ Kevin Copp ------------------- Name: Kevin Copp Title: Head of International Legal Affairs TELEPHONE AND DATA SYSTEMS, INC. By: /s/ Sandra L. Helton ------------------------ Name: Sandra L. Helton Title: Executive Vice President - Finance and Chief Financial Officer EXHIBIT A Stockholder Name and Address Number of Existing Shares Number and Description of Existing Rights - ---------------------------- ------------------------- ---------------------- Telephone and Data Systems, Inc. 35,570,493 30 North LaSalle, Suite 4000 Chicago, IL 60602 Attention: LeRoy T. Carlson, Jr., President Facsimile: 312-630-9299 -----END PRIVACY-ENHANCED MESSAGE-----