Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 76 385K
Business-Combination Transaction
2: EX-5.1 Opinion re: Legality 1 8K
3: EX-12.1 Statement re: Computation of Ratios 2 13K
4: EX-23.1 Consent of Experts or Counsel 1 6K
5: EX-23.2 Consent of Experts or Counsel 1 7K
6: EX-23.3 Consent of Experts or Counsel 1 6K
7: EX-25.1 Statement re: Eligibility of Trustee 6 22K
8: EX-99.1 Miscellaneous Exhibit 15 67K
9: EX-99.2 Miscellaneous Exhibit 4 17K
10: EX-99.3 Miscellaneous Exhibit 2 11K
11: EX-99.4 Miscellaneous Exhibit 5 25K
EX-99.4 — Miscellaneous Exhibit
| EX-99.4 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.4
VOICESTREAM WIRELESS CORPORATION
EXCHANGE OFFER FOR
ANY AND ALL OF THE OUTSTANDING
11 5/8% SENIOR NOTES DUE 2006
AND
11 5/8% SERIES A NOTES DUE 2006
OF
OMNIPOINT CORPORATION
IN EXCHANGE FOR
10 3/8% SENIOR NOTES DUE 2009
OF
VOICESTREAM WIRELESS CORPORATION
AND SOLICITATION OF CONSENTS
TO PROPOSED AMENDMENTS TO THE INDENTURES RELATED TO THE OMNIPOINT NOTES
May --, 2000
To our Clients:
Enclosed for your consideration is the Prospectus (as amended or
supplemented from time to time, the "Prospectus") and a form of Consent and
Letter of Transmittal (as it may be amended or supplemented from time to time,
the "Consent and Letter of Transmittal" and, together with the Prospectus, the
"Offer Documents"), relating to the offers (the "Offers") by VoiceStream
Wireless Corporation, a Delaware corporation (the "Offeror"), to exchange its
10 3/8% Senior Notes due 2009 for any and all 11 5/8% Senior Notes due 2006 and
11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the
"Notes").
Concurrently with the Offers, the Offeror is soliciting (the
"Solicitations") consents (the "Consents") from registered holders of Omnipoint
Notes to the adoption of certain proposed amendments (the "Proposed Amendments")
to the Indentures governing the Notes. The Offeror has offered to pay to each
holder of Omnipoint Notes who validly tenders and delivers Consents to the
Proposed Amendments to the Indentures relating to the Notes (and does not revoke
such Consent) at or prior to 5:00 p.m., New York City time, on the Consent Date,
the applicable Consent Payment, with such payment to be made on the applicable
Payment Date, if, but only if, such Notes are accepted for payment pursuant to
the terms of the Offers.
All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Prospectus.
The materials relating to the Offers and the Solicitations are being
forwarded to you as the beneficial owner of Notes carried by us for your account
or benefit but not registered in your name. A tender of any Notes and delivery
of the related Consents with respect to any such Notes may only be made by us as
registered Holder and pursuant to your instructions. Therefore, the Offeror
urges beneficial owners of Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such Holder promptly
if they wish to tender Notes pursuant to the Offers and deliver Consents
pursuant to the Solicitations.
Accordingly, we request instructions as to whether you wish us to tender,
and deliver a Consent with respect to, any or all of the Notes held by us for
your account. We urge you to read carefully the Prospectus and the related
Consent and Letter of Transmittal before instructing us to tender your Notes and
to provide the related Consents with respect to such Notes. Your instructions to
us should be forwarded as promptly as possible in order to permit us to tender
Notes and to provide the related Consents on your behalf in accordance with the
provisions of the applicable Offer and Solicitation. Each Offer will expire at
5:00 p.m., New York City time, on June , 2000, unless the applicable
Expiration Date is extended as provided in the Prospectus. Tenders of Notes may
be withdrawn at any time at or prior to 5:00 p.m., New York City time, on the
Consent Date but not thereafter unless Consents are not received for a majority
of each series of Omnipoint Notes, in
which case tendered Omnipoint Notes may be withdrawn before the offer expires. A
valid revocation of Consents will render a tender of Notes defective. A
withdrawal of tendered Notes at or prior to 5:00 p.m., New York City time, on
the Consent Date will be deemed a revocation of the related Consents.
Your attention is directed to the following:
1. The Offers are for all outstanding Notes.
2. Holders who desire to tender their Omnipoint Notes pursuant to the
Offers and receive the Consent Payment are required to deliver Consents to
the Proposed Amendments to the Indenture relating to such Notes at or prior
to 5:00 p.m., New York City time, on the Consent Date.
3. If you desire to tender any Notes pursuant to the Offers and
receive the Consent Payment we must receive your instructions in ample time
to permit us to effect a tender of the Notes and deliver the related
Consents on your behalf at or prior to 5:00 p.m., New York City time, on
the Consent Date.
4. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to the Offeror will be paid by the Offeror, except as
provided in the Prospectus and the instructions to the Consent and Letter
of Transmittal.
IF YOU WISH TO HAVE US TENDER AND DELIVER CONSENTS WITH RESPECT TO ANY OR
ALL OF YOUR NOTES HELD BY US FOR YOUR ACCOUNT OR BENEFIT PURSUANT TO THE OFFERS
AND SOLICITATIONS, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING
TO US THE ATTACHED LETTER OF INSTRUCTIONS. The accompanying Consent and Letter
of Transmittal is furnished to you for informational purposes only and may not
be used to tender Notes held by us and registered in our name for your account
or to deliver Consents.
2
LETTER OF INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offers and Solicitations by
VoiceStream Wireless Corporation with respect to 11 5/8% Senior Notes due 2006
and 11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the
"Notes").
This will instruct you to tender the Notes, and deliver the undersigned's
Consents with respect to the principal amount of the Notes indicated below held
by you for the account or benefit of the undersigned, pursuant to the terms of
and conditions set forth in the Prospectus dated May --, 2000 and the related
Consent and Letter of Transmittal.
[Enlarge/Download Table]
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OMNIPOINT NOTES WHICH ARE TO BE TENDERED
AND FOR WHICH CONSENTS TO THE APPLICABLE
PROPOSED AMENDMENTS ARE TO BE GIVEN:
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PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF
OF SENIOR NOTES SERIES A NOTES
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Name:
3
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
[Download Table]
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FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF:
----------------------------------------------------------------
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FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION
NUMBER OF:
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[Download Table]
1. An individual's account The individual.
2. Two or more individuals (joint The individual owner of
account) the account or, if
combined funds, the
first individual on the
account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee(1)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under State law
5. Sole proprietorship account The owner(3)
6. A valid trust estate, or pension The legal entity (Do
trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(4)
7. Corporate account The corporation
8. Religious, charitable, or The organization
educational organization account
9. Partnership account The partnership
10. Association, club or other The organization
tax-exempt organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government school district
or prison) that receives
agricultural program payments
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(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security number or,
if you have one, your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number. You may also obtain Form SS-4 by calling the IRS at
1-800-TAX-FORM.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- An organization exempt from tax under section 501(a), or an individual
retirement account.
- The United States or any wholly-owned agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States or any
political subdivision or wholly-owned agency or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any wholly-owned agency or instrumentality thereof.
- An international organization or any wholly-owned agency or instrumentality
thereof.
Payees specifically exempted from backup withholding on interest and dividend
payments include the following:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the U.S., the
District of Columbia, or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a)
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A foreign central bank of issue.
- A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest not generally subject to backup withholding including the
following:
- Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE
PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED
"EXEMPT" IN PART II OF THE SUBSTITUTE FORM W-9 AND RETURN IT TO THE PAYER.
Certain payments other than dividends that are not subject to information
reporting are also not subject to backup withholding. For details, see sections
6041, 6041A(a), 6045, 6050A, 6050N and the regulations thereunder.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. The IRS also may
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws. Payers must be given the number whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
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