-----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, LvtUcFLfsB/XFW0GGttVcXaTGg3mje9mElm6Ae0NMoKhEVC1xUEIlFIvmLi5gUKw j3tG5FWn5OX55mPLMkdHSw== /in/edgar/work/20000901/0001051512-00-000026/0001051512-00-000026.txt : 20000922 0001051512-00-000026.hdr.sgml : 20000922 ACCESSION NUMBER: 0001051512-00-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000901 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/A SEC ACT: SEC FILE NUMBER: 005-58637 FILM NUMBER: 716058 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 /DE/ CENTRAL INDEX KEY: 0001051512 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 362669023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126301900 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREET STREET 2: 8401 GREENWAY BLVD CITY: CHICAGO STATE: IL ZIP: 60602 SC 13D/A 1 0001.txt AMENDMENT NO.3 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. 3)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) August 26, 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) - --------------------- 1 The 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 disclosures 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 - -------------------------------------------------------------------------------- CUSIP No. 928615103 13D 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 - -------------------------------------------------------------------------------- CUSIP No. 928615103 13D 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. 3 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"). This Amendment No. 3 supplements and amends TDS's Schedule 13D, as previously amended by Amendments Nos. 1 and 2. Reference is made to such prior filings for additional information and exhibits. 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 August 26, 2000, Issuer entered into an Agreement and Plan of Reorganization ("Merger Agreement") with Powertel, Inc., which provides for the merger of a subsidiary of Issuer with and into Powertel, with Powertel surviving the merger (the "Merger") as a wholly-owned subsidiary of VoiceStream. In the Merger, each outstanding share of common stock of Powertel would be converted into the right to receive shares of Issuer Common Stock 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 August 31, 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 Powertel entered into a Stockholder Agreement ("Stockholder Agreement") dated August 26, 2000, pursuant to which TDS agreed, among other things, (i) to vote for the approval of the Merger Agreement as a stockholder of Issuer and (ii) to join in an amendment to the Voting Agreement dated February 25, 2000 among Issuer and certain stockholders of Issuer, as accepted by TDS as of May 4, 2000 and as amended as of July 23, 2000, to provide for the election of one person designated by Powertel for election to the Board of Directors 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. The foregoing descriptions of the above agreements are subject to and qualified in their entirety to the text of such agreements filed with or incorporated by reference herein. Item 5. Interest in Securities of the Issuer. ------------------------------------ (I) TDS. --- (a) As of August 31, 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. Schedule 13D Issuer: VoiceStream Wireless Corporation Page 6 of 8 Pages (III) The Voting Trust. ---------------- (a) As of August 31, 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. (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 6,364,331 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 in this Schedule 13D, as previously amended and as amended hereby, 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 transactions 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 August 26, 2000 (filed herewith). Schedule 13D Issuer: VoiceStream Wireless Corporation Page 7 of 8 Pages 99.2 Agreement and Plan of Reorganization dated August 26, 2000 (Incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on August 31, 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 August 31, 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 St. North St. Petersburg, FL 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 2 0002.txt EXHIBIT 99.1 TDS Agreement Execution Copy TDS STOCKHOLDERS AGREEMENT This TDS Stockholders Agreement (this "Agreement") dated as of August 26, 2000 among Powertel, Inc., a Delaware corporation ("Powertel") and the stockholder of VoiceStream listed on the signature page hereto ("Stockholder" ). WHEREAS, simultaneously with the execution of this Agreement, VoiceStream Wireless Corporation, a Delaware corporation ("VoiceStream") and Powertel are entering into an Agreement and Plan of Merger (the "Powertel Merger Agreement"), dated as of the date hereof, providing, among other things, for the merger of a subsidiary of VoiceStream with and into Powertel (the "Merger") ; WHEREAS, Powertel has agreed to enter into the Powertel Merger Agreement only if the VoiceStream Principal Stockholders enter into a VoiceStream Voting Agreement, including this Agreement; WHEREAS, in the Powertel Merger Agreement VoiceStream has agreed, subject to the conditions set forth therein, to acquire all of the shares of Powertel 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, except as set forth in the Side Agreement between Stockholder and Powertel dated the date hereof (the "Side Agreement"), agree as follows: 1. Certain Definitions. ------------------- This Agreement is one of the VoiceStream Voting Agreements referenced in the recitals to the Powertel Merger Agreement. 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 Powertel Merger Agreement. 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. "Transfer" means, with respect to any security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or other disposition of such security or the record or beneficial ownership thereof, the offer to make such a sale, transfer or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. 2. Representations; Warranties and Covenants of Stockholder. ---------------------------------------------------------- Stockholder hereby represents and warrants to Powertel 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 or VoiceStream preferred stock, as the case may be, set forth opposite Stockholder's name on Exhibit A attached hereto (the "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, Stockholder's "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 such Stockholder's name on Exhibit A attached hereto (the "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, Stockholder's "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. Except as disclosed on Exhibit A, Stockholder has, and (subject to the provisions of Section 3(a)) will have at the VoiceStream Stockholders' Meeting, with respect to all of Stockholder's Shares listed on Exhibit A and acquired subsequent to the date hereof and prior to the record date for the VoiceStream Stockholders' 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 and Section 5 hereof. Stockholder hereby revokes any and all proxies with respect to Stockholder's Existing Shares to the extent they are inconsistent with Stockholder's obligations under this Agreement. (c) Authority. Stockholder has full legal power, authority, legal capacity and right to execute and deliver, and to perform its or his obligations under, this Agreement. No proceedings or actions on the part of Stockholder other than those already taken 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 such 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 2 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) Powertel's Reliance. Stockholder understands and acknowledges that Powertel is entering into the Powertel Merger Agreement in reliance upon Stockholder's execution, delivery and performance of this Agreement. 3. Restriction on Transfer; Other Restrictions. ------------------------------------------------------- (a) 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, except as otherwise permitted by this Section 3 or pursuant to the Powertel Merger Agreement or the DT Merger Agreement (including the Stockholder Agreements entered into in connection therewith), 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 in writing to remain, bound by the terms of this Agreement, other than, in each case, with Powertel's prior written consent, provided, however, that this Section 3(a) shall cease to be of any force or effect immediately upon termination of the Powertel Merger Agreement. (b) Stockholder agrees that if at any time during the period beginning on the later of January 1, 2001 and the date of the VoiceStream Stockholders' Meeting and continuing until the first to occur of (1) the Effective Time and (2) the termination of the Powertel Merger Agreement, Stockholder proposes to Transfer, or exercise or propose to exercise registration rights with respect to, more than 25% of the Stockholders' Shares (individually or in the aggregate with other Transfers made during such period), Stockholder will notify the Powertel stockholders listed on Exhibit B attached hereto (the "Powertel Stockholders") in writing at the addresses set forth on Exhibit B at least three Business Days in advance of such proposed Transfer or exercise of rights, whichever is first to occur, and shall waive any right of Stockholder to preclude or delay the filing of a registration statement or a Transfer by the Powertel Stockholders with respect to Powertel Stock up to the amounts permitted under Section 3.3 of such Powertel Stockholders' Powertel Stockholders Agreements with VoiceStream (as such amounts may be increased by the provisions of such Section 3.3). (c) Stockholder agrees that if at any time during the period beginning on the Effective Time through and including the six (6) month anniversary of the Effective Time, Stockholder proposes to Transfer, or exercise or propose to exercise registration rights with respect to more than such number of Shares that Stockholder is permitted to Transfer under Rule 144 promulgated under the Securities Act, including the volume restriction contained therein (individually or in the aggregate with other Transfers made during such period), Stockholder will notify the Powertel Stockholders in writing at least three Business Days in advance of such proposed Transfer or exercise of rights, whichever is first to occur, and, at Stockholder's option, either (i) allow each Powertel Stockholder to include a proportionate percentage (i.e., a percentage equivalent to the ratio of the total number of Shares offered for sale by the Stockholders to the total number of Shares beneficially owned by the Stockholders) of the total number of shares of VoiceStream Common Stock beneficially owned by such Powertel 3 Stockholder in any registration statement requested to be filed by the Stockholders or (ii) shall waive any right that Stockholder may have to preclude or delay the filing of a registration statement by any of the Powertel Stockholders covering a number of shares up to that permitted under Section 3.4 of such Powertel Stockholders' Powertel Stockholders Agreements with VoiceStream (as such number may be increased by the provisions of such Section 3.4). 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 he, she or 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 in favor of the Powertel Merger Agreement and, if required, the other transactions referenced in the Powertel Merger Agreement, and against the liquidation or winding up of VoiceStream. 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 such Stockholder with the Joint Proxy Statement, so that such proxy card is received by VoiceStream, as prescribed by the Joint 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, she or it owns of record or beneficially as of the record date for the VoiceStream Stockholder' Meeting (i) in favor of the Powertel Merger Agreement and, if required, the other transactions referenced in the Powertel Merger Agreement and (ii) if the opportunity to do so is presented to Stockholder on the proxy card, against the liquidation or winding up of VoiceStream and (c) not to revoke any such proxy. 6. Amendment of Existing Voting Agreements. ----------------------------------------- Stockholder and certain other stockholders of VoiceStream are parties to a Voting Agreement dated February 25, 2000 (as amended May 4, 2000), and a certain First Amended and Restated Voting Agreement dated July 23, 2000 which will take effect in accordance with its terms (collectively the "Existing Voting Agreements") pursuant to which they have agreed to vote all shares of VoiceStream Common Stock and VoiceStream preferred stock beneficially owned by each of them at the time of such vote in the election of directors in accordance with the procedures and provisions set forth in such agreements. On or before the Effective Time, provided that the Stockholder is still subject to the Existing Voting Agreements, Stockholder agrees to execute and deliver, and VoiceStream agrees that it will make commercially reasonable efforts to cause the other parties to the Existing Voting Agreements to execute and deliver, an amendment to the Existing Voting Agreements (the "Amended Voting Agreement") on terms mutually satisfactory to VoiceStream, Stockholder, the Powertel Principal Stockholders (who will become parties to the Amended Voting Agreement), and the other parties who are presently parties to the Existing Voting Agreements, providing for: (i) the nomination of one representative of the Powertel stockholders to the VoiceStream Board of Directors who shall be initially designated by the Powertel Board of Directors and who shall also be reasonably satisfactory to VoiceStream; (ii) the creation of a vacancy on the VoiceStream Board of Directors (and the approval of any Bylaw amendments or other actions required to do so); (iii) the appointment of such nominee (and any successor nominee) to a newly created vacancy on the VoiceStream Board of Directors; and (iv) an agreement to vote all shares of VoiceStream Common Stock and other voting securities of VoiceStream (and all securities received in exchange, replacement or substitution therefore, or as 4 a dividend or result of a stock split with respect thereto) owned of record or beneficially by the Stockholder at the time of such vote for such nominee (and any successor nominee) at the first two annual meetings after the Effective Time. If VoiceStream, Stockholder and the other parties to the Existing Voting Agreements are unable to cause the execution of an Amended Voting Agreement, Stockholder agrees to execute a separate voting agreement with the Powertel Principal Stockholders and such other VoiceStream stockholders who agree to enter into such separate voting agreement on terms and conditions substantially similar to the Existing Voting Agreements making the same additional provisions as set forth in the preceding sentence. Prior to the Effective Time, the Powertel Board of Directors may make such provisions as it deems appropriate for successor nominees each of which shall be reasonably satisfactory to VoiceStream. After the Effective Time, any nominee or successor nominee shall be selected by mutual agreement of ITC Holding Company, Inc., a Delaware corporation ("ITCORP") and SCANA Communications Holdings, Inc., a Delaware corporation ("SCORP") or, if no such agreement can be reached, by whichever of ITCORP and SCORP beneficially owns the larger number of shares of VoiceStream Common Stock and VoiceStream preferred stock (on an as-if-converted basis). 7. 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 (any such options, warrants or rights, "Additional Rights"), the provisions of this Agreement applicable to the Shares 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 without action by any Person immediately upon the acquisition by Stockholder of record or beneficial ownership of such Additional Shares or Additional Rights. 8. Miscellaneous. ------------- (a) Entire Agreement. This 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. 5 (e) Specific Performance. Stockholder agrees with Powertel as to himself or itself that if for any reason Stockholder fails to perform any of his or its agreements or obligations under this Agreement, irreparable harm or injury to Powertel 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, Powertel 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 8(e) are without prejudice to any other rights or remedies, whether at law or in equity, that Powertel may have against Stockholder for any failure to perform any of its agreements or obligations under this Agreement. (f) Amendments; Termination. (i) This Agreement, including this Section 8(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 6) 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 Sections 3(a), 3(b) and 4 of this Agreement shall terminate when the applicable time periods set forth in Section 3 lapse, and the provisions of Section 3(c) shall terminate on the earlier of the six (6) month anniversary of the Effective Time or upon the termination of the Powertel Merger Agreement. The provisions of Section 6 shall terminate upon earlier of the execution and delivery of a new or amended voting agreement or the termination of the Powertel 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 8(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 6 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 8(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 on Exhibit A hereto or at any other address that Stockholder may have provided in writing to Powertel, with a copy to: Preston Gates & Ellis LLP 701 Fifth Avenue, Suite 5000 Seattle, WA 98104 Attn: Richard B. Dodd, Esq. Telecopy No: 206-623-7022 And a copy to: Friedman, Kaplan & Seiler LLP 875 Third Avenue New York, New York 10022 Attention: Barry A. Adelman Facsimile: 212-355-6401 (ii) if to Powertel: Powertel, Inc. 1239 O.G. Skinner Drive West Point, GA 31833 Attention: Chairman of the Board Facsimile: 706-645-9563 7 with a copy to: Morris Manning & Martin, L.L.P. 1600 Atlanta Financial Center 3343 Peachtree Road, NE Atlanta, Georgia 30326 Attention: James Walker IV Facsimile: 404-365-9532 (j) Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the parties hereto and no person other than such parties, and their respective successors and permitted assigns to the extent expressly provided herein, may exercise any right or enforce any obligation hereunder; provided, however, that the Powertel Stockholders shall be deemed to be third party beneficiaries of this Agreement solely with respect to the notification provisions contained in Sections 3(b) and 3(c) hereof. 8 STOCKHOLDERS SIGNATURE PAGE - TDS IN WITNESS WHEREOF, the parties hereto have executed this TDS Stockholders Agreement as of this 26th day of August, 2000. POWERTEL, INC. By: /s/ Allen E. Smith ---------------------- Name: Allen E. Smith ---------------------- Title: President and CEO ------------------------- TELEPHONE AND DATA SYSTEMS, INC. By: /s/ Sandra L. Helton ------------------------- Name: Sandra L. Helton ----------------------- Title: Executive Vice President, -------------------------------- Finance and CEO --------------- VoiceStream Wireless Corporation hereby agrees with Powertel, Inc. that it agrees to comply with the provisions of Section 6 of the TDS Stockholder Agreement dated August 26, 2000 between Powertel, Inc. and Telephone and Data Systems, Inc. VOICESTREAM WIRELESS CORPORATION By: /s/ Cregg Baumbaugh ------------------------ Name: Cregg Baumbaugh ---------------------- Title: Executive Vice President - --------------------------------- Finance, Strategy & Development -------------------------------- EXHIBIT A
Stockholder Name and Address Number of Existing Shares Number and Description of Existing Rights - ---------------------------- ------------------------- ----------------------------------------- Telephone and Data Systems, Inc. 35,570,493 None 30 North LaSalle, Suite 4000 Chicago, IL 60602 Attention: LeRoy T. Carlson, Jr.,President Facsimile: 312-630-9299 The Shares listed above are subject to a Stockholders Agreement executed among the Stockholder and Deutsche Telekom AG, dated as of July 23, 2000 and an Investor Agreement between Stockholder and VoiceStream dated as of September 17, 1999.
EXHIBIT B
Powertel Stockholders --------------------- - ------------------------------------------------------------------------------------------------------------ ITC Holding Corporation, Inc. 614 West Bay Street ITC Service Company Tampa, FL 33606-2704 ITC Wireless, Inc. 3300 20th Avenue Above Address for the following Stockholders: Valley, AL 36854 Donald W. Burton ============================================================================================================= Sonera Holding, B.V. The Burton Partnership, L.P., Donald W. Burton, General c/o Sonera Corporation Partner P.O. Box 106 FIN-00051-SONERA The Burton Partnership (QP), L.P., Donald W. Burton, Teollisuuskatu 15, Helsinki General Partner Attn: Kaj-Erik Relander, Deputy Chief Executive Officer Facsimile: 011 358 2040 3770 - ------------------------------------------------------------------------------------------------------------- Sonera Corporation South Atlantic Venture Fund II, L.P., South Atlantic P.O. Box 106 Venture Partners II, L.P., general partner, of which FIN-00051-SONERA Mr. Burton is managing general partner Teollisuuskatu 15, Helsinki Attn: Kaj-Erik Relander, South Atlantic Venture Fund III, L.P.; South Atlantic Deputy Chief Executive Officer Partners III, L.P., sole general partner, of which Mr. Facsimile: 011 358 2040 3770 Burton is chairman ============================================================================================================= South Atlantic Private Equity Fund IV, L.P.; South SCANA Communications Holdings, Inc. Atlantic Private Equity Partners IV, sole general Delaware Avenue, Suite 510 partner, of which Mr. Burton is chairman Wilmington, DE 19801-1622 ============================================================================================================= American Water Works Company South Atlantic Private Equity Fund IV (QP) L.P.; South PO Box 1770 Atlantic Private Equity Partners IV, Inc., sole general Voorhees, NJ 08043 partner, of which Mr. Burton is chairman - -------------------------------------------------------------------------------------------------------------
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