Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 19 119K
2: EX-4.3 Instrument Defining the Rights of Security Holders 31 85K
3: EX-4.4 Instrument Defining the Rights of Security Holders 22 77K
4: EX-4.5 Instrument Defining the Rights of Security Holders 5 18K
5: EX-10.60 Material Contract 31 135K
6: EX-10.61 Material Contract 31 102K
7: EX-10.62 Material Contract 8 39K
8: EX-27 Financial Data Schedule 2 9K
9: EX-99 Exhibit 99.1 2 11K
EX-99 — Exhibit 99.1
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EXHIBIT 99.1
[OMNIPOINT LOGO APPEARS HERE]
OMNIPOINT CORPORATION
3 Bethesda Metro Center, Suite 400
NEWS! Bethesda, MD 20814
Telephone: 301 951-2500
Fax: 301 951-2580
Omnipoint Contact: LAURA KNIGHT
Manager-Investor Relations
(301) 951-2517
OMNIPOINT SELLS PREFERRED SHARES CONVERTIBLE
AT $31.12 PER COMMON SHARE
BETHESDA, MD. - May 1, 1998--Omnipoint Corporation (OMPT:NASDAQ) today announced
that it has sold $325 million through a Rule 144A offering of Depository Shares,
each with liquidation preference of $50 and representing 1/20th of a share of a
new class of convertible preferred shares. Omnipoint will use the net proceeds
of the offering for working capital and general corporate purposes, including
funding for the buildout of its PCS networks, payments to the FCC for licenses
awarded through participation in the C and F Block auctions, and potentially to
take advantage of some near term opportunities to purchase additional licenses.
The convertible preferred stock will be convertible at a ratio of 1.6069 common
shares per $50 Depository Share or $31.12 per common share. At closing
(scheduled for May 6, 1998), the purchasers of the Depository Shares will
deposit a portion of the purchase price sufficient to pay the equivalent of
three years' dividends into an account from which purchasers will receive
quarterly payments or, if so instructed by the Company, common stock of the
Company acquired from the Company using such quarterly payments. Dividends on
the convertible preferred stock, commencing August 1, 2001, will also be payable
in cash or, at the option of the Company, in shares of the Company's common
stock.
The Depository Shares and the convertible preferred stock have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements under such laws.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy the Depository Shares mentioned herein.
-more-
Founded in 1987, Omnipoint Corporation is the fourth largest PCS license holder
in the U.S. with licenses covering 95 million people (Pops). Omnipoint currently
provides advanced wireless communications services in much of New York, New
Jersey, Connecticut, eastern Pennsylvania, Delaware, Massachusetts, New
Hampshire, Rhode Island and southern Florida; it intends to provide those
services in additional areas. The company also develops technology and equipment
for PCS and wireless local loop. The company's stock is traded on the NASDAQ
National Market. Its trading symbol is OMPT.
Except for historical information contained herein, the matters discussed and
the statements made in this release concerning Omnipoint's future prospects are
"forward-looking statements" under the Federal securities laws that involve
risks and uncertainties. There can be no assurance that future results will be
achieved, and actual results could differ materially from the forecast and
estimates. Important factors that could cause actual results to differ
materially include, but are not limited to, Omnipoint's limited operating
history, including a history of losses and the uncertainty of future operating
results, dependence upon cash flow from its subsidiaries, high leverage, debt
service requirements and restrictive covenants related to its outstanding Senior
Notes, the emerging market for PCS service, the continued buildout of the New
York MTA network and the buildout of the Entrepreneur's Band BTA networks,
market acceptance of the Omnipoint system, reliance upon its relationships with
Northern Telecom and Ericsson, and its dependence upon key employees.
Omnipoint's future results may be impacted by other risk factors listed from
time to time in its SEC reports, including, but not limited to, the report on
Form 10-K for the year ended December 31, 1997, as amended.
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Dates Referenced Herein and Documents Incorporated by Reference
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