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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2000
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VoiceStream Wireless Corporation.
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(Exact name of registrant as specified in its charter)
Delaware 0-29667 91-1983600
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3650 131st Avenue S.E. Bellevue, Washington 98006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 653-4600
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2 and Item 5. Acquisition or Disposition of Assets; Other Events.
On May 4, 2000, VoiceStream Wireless Corporation, a Delaware
corporation ("VoiceStream"), announced the closing of its acquisition of Aerial
Communications, Inc., a Delaware corporation ("Aerial"), through the merger of a
subsidiary of VoiceStream, VoiceStream Subsidiary III Corporation ("Sub") with
and into Aerial. As a result of the merger, VoiceStream owns all the outstanding
stock of Aerial and the directors of Sub became the directors of Aerial, the
surviving corporation, after the merger. The merger was accomplished according
to the terms of an Agreement and Plan of Reorganization (the "Agreement"), dated
as of September 17, 1999, among VS Washington Corporation, a Washington
corporation, VoiceStream, Sub, Aerial and Telephone and Data Systems, Inc., a
Delaware corporation ("TDS"). Pursuant to the terms of the Agreement, holders of
Aerial Common Shares, other than TDS and Sonera Corporation, have the right to
elect to receive for each Aerial Common Share that they own either .455 of a
share of VoiceStream common stock or $18.00 in cash. TDS and Sonera will receive
.455 of a share of VoiceStream common stock for each Aerial Common Share or
Aerial Series A Common Share owned by them. VoiceStream will pay cash in lieu of
any fractional shares that result from the conversion of Aerial Common Shares
and Series A Common Shares into .455 of a share of VoiceStream common stock. The
closing price of VoiceStream common stock on May 3, 2000, as reported on the
Nasdaq Stock Market was $100.625.
Assuming all holders of Aerial Common Shares elect to receive .455 of a
share of VoiceStream common stock in exchange for each Aerial Common Share that
they own, VoiceStream will issue approximately 52,324,652 shares of VoiceStream
common stock in exchange for the outstanding Aerial Common Shares and Series A
Common Shares and, following the issuance of such shares, will have a total
equity market capitalization of approximately $21.4 billion, based on the May 3
closing price of VoiceStream common stock.
Pursuant to the terms of the Agreement, on May 4, 2000, TDS became a
party to a voting agreement executed on February 25, 2000, by and among
VoiceStream and the principal stockholders of VoiceStream set forth on Schedule
I of the voting agreement. The voting agreement governs the voting of the
VoiceStream common stock held by the parties thereto with respect to the
election of directors.
Based in Bellevue, WA, VoiceStream is a leading provider of wireless
communications services in the United States. Aerial is also a provider of
wireless communications services. VoiceStream will integrate the Aerial
operations and the recently acquired Omnipoint Corporation operations with its
present operations. As a result of the acquisition of Aerial, VoiceStream,
together with joint ventures in which VoiceStream is an investor, has licenses
to provide service to over 218 million people with operating systems from New
York to Hawaii. With licenses, including those of joint ventures in which
VoiceStream is an investor, in 23 of the top 25 markets VoiceStream is one of
the major providers of telecommunications services in the country. VoiceStream
is the largest provider of personal communications service using the globally
dominant GSM technology in the United States. VoiceStream is a member of the
North American GSM Alliance LLC, a group of U.S. and Canadian digital wireless
PCS carriers. The GSM Alliance
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helps provide GSM wireless communications for its customers in more than 4,000
U.S. and Canadian cities and towns as well as international service.
Item 7. Financial Statements and Exhibits.
No financial statements are filed herewith. VoiceStream is required to
file financial statements by amendment hereto no later than 60 days after the
date that this Current Report on Form 8-K must be filed.
The following exhibits are filed herewith:
Exhibit
Number Description of Exhibit
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10.1 Voting Agreement dated as of February 25, 2000 by and
among VoiceStream and the stockholders set forth on
Schedule I thereto.
10.2 Acceptance by TDS of above Voting Agreement, dated May
4, 2000.
99 Press release dated May 5, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: May 4, 2000 VOICESTREAM WIRELESS CORPORATION
(Registrant)
By: /s/ Alan R. Bender
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Name: Alan R. Bender
Title: Executive Vice President