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T Mobile USA – ‘S-4’ on 5/24/00 – EX-99.2

On:  Wednesday, 5/24/00, at 2:51pm ET   ·   Accession #:  891020-0-1136   ·   File #:  333-37712

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/24/00  T Mobile USA                      S-4                   11:334K                                   Bowne - Seattle/FA

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-99.2   —   Miscellaneous Exhibit

EX-99.21st Page of 4TOCTopPreviousNextBottomJust 1st
 

EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY TO TENDER TO VOICESTREAM WIRELESS CORPORATION 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 PURSUANT TO THE PROSPECTUS DATED MAY --, 2000 (NOT TO BE USED FOR SIGNATURE GUARANTEES) This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to tender the 11 5/8% Senior Notes due 2006 and 11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the "Notes") pursuant to the Offers (as defined below) of VoiceStream Wireless Corporation (the "Offeror") if after the applicable Consent Date (as defined in the Prospectus) and prior to the Expiration Date (as defined in the Prospectus) (i) certificates representing Notes are not lost but are not immediately available, (ii) time will not permit the Consent and Letter of Transmittal, certificates representing Notes and all other required documents to reach Harris Trust Company of California, as exchange agent (the "Exchange Agent") on or prior to the Expiration Date, or (iii) the procedures for book-entry transfer cannot be completed on or prior to the Expiration Date, the Holders may effect a tender of Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under the caption "Procedures for Tendering Notes and Delivering Consents, Guaranteed Delivery." This Notice of Guaranteed Delivery may be delivered by mail or transmitted by telegram or facsimile transmission to the Exchange Agent. HOLDERS SHOULD NOTE THAT USE OF THIS NOTICE OF GUARANTEED DELIVERY IS NOT AVAILABLE UNTIL AFTER THE CONSENT DATE AND THAT TENDERS PURSUANT TO GUARANTEED DELIVERY PROCEDURES WILL NOT BE ACCEPTED PRIOR TO THAT TIME TO ENTITLE A HOLDER TO RECEIVE THE CONSENT PAYMENT. All terms used but not defined herein shall have the meanings assigned to such terms in the Prospectus. The Exchange Agent for the Offers and Solicitations is: HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT [Enlarge/Download Table] By Registered or By Hand or Facsimile Transmission Certified Mail: Overnight Delivery: Number: HARRIS TRUST AND SAVINGS HARRIS TRUST AND SAVINGS BANK (For Eligible Institutions c/o Harris Trust Company c/o Harris Trust Company Only) of New York of New York (212) 701-7636 Wall Street Station 88 Pine Street Confirm Receipt of Facsimile by P.O. Box 1010 19th Floor Telephone: New York, NY 10268-1010 New York, NY 10005 (212) 701-7624 Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on a Consent and Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Consent and Letter of Transmittal.
EX-99.22nd Page of 4TOC1stPreviousNextBottomJust 2nd
Ladies and Gentlemen: By execution hereof, the undersigned acknowledges receipt of the Prospectus (as amended or supplemented from time to time, the "Prospectus") of VoiceStream Wireless Corporation, a Delaware corporation (the "Offeror") relating to 10 3/8% Senior Notes due 2009 of VoiceStream Wireless Corporation to be offered in exchange for 11 5/8% Senior Notes due 2006 and 11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the "Notes"), and the accompanying Consent and Letter of Transmittal and instructions thereto (the "Consent and Letter of Transmittal" and, together with the Prospectus, the "Offer Documents"), which together constitute (i) the Offeror's offers (the "Offers") to exchange for notes of the Offeror any and all of the Notes, upon the terms and subject to the conditions set forth in the Prospectus, and (ii) the Offeror's solicitations (the "Solicitations") of consents (the "Consents") from registered holders of Notes to certain proposed amendments (the "Proposed Amendments"), as described in the Prospectus, to the respective Indentures governing such Notes. Upon the terms and subject to the conditions of the applicable Offers the undersigned hereby tenders to the Offeror the principal amount at maturity of Notes indicated below pursuant to the guaranteed delivery procedures described in the Offer Documents. In the event of a termination of an Offer, the Notes tendered pursuant to such Offer will be returned to the tendering Holders promptly (or, in the case of Notes tendered by book-entry transfer, such Notes will be credited to the account maintained at DTC from which such Notes were delivered). If the Offeror makes a material change in the terms of an Offer, the Offeror will disseminate additional material in respect of such Offer and will extend such Offer, in each case to the extent required by law. If the applicable Solicitation is amended prior to the applicable Consent Date in a manner determined by the Offeror to constitute a material adverse change to the Holders, the Offeror promptly will disclose such amendment and, if necessary, extend such Solicitation for a period deemed by it to be adequate to permit Holders to revoke their Consents and withdraw their Notes. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under the Consent and Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives. 2
EX-99.23rd Page of 4TOC1stPreviousNextBottomJust 3rd
PLEASE SIGN AND COMPLETE This Notice of Guaranteed Delivery may only be used to tender Notes after the applicable Consent Date. This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Notes exactly as their name(s) appear(s) on certificate(s) for Notes or, if tendered by a participant in the Book-Entry Transfer Facility, exactly as such participant's name appears on a security position listing as the owner of Notes, or by person(s) authorized to become registered Holders(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her name, address and full title as indicated below and submit evidence satisfactory to the Offeror of such person's authority so to act. [Download Table] Aggregate Principal Amount at Maturity of Name(s) of Holder(s) Notes Tendered and for which Consents are given: Certificate No(s). (if available): Address(es) of Holder(s): CUSIP No.: ZIP CODE Window Ticket No. (if any): Area Code and Tel. No.: Check box if Notes will be tendered by book- Name(s) of Authorized Signatory: entry transfer: [ ] The Depository Trust Company Full Title: Account Number: Address(es) of Authorized Signatory: Transaction Code Number: Area Code and Tel. No.: Dated: Signature(s) of Registered Holder of Authorized Signatory: 3
EX-99.2Last Page of 4TOC1stPreviousNextBottomJust 4th
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a participant in the Securities Transfer Agents Medallion Program or the Stock Exchange Medallion Program (an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent either the certificates representing the Notes tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer Documents) of a transfer of such Notes, in any such case together with a properly completed and duly executed Consent and Letter of Transmittal, or a manually signed facsimile thereof, with any required signature guarantees, and any other documents required by the Consent and Letter of Transmittal within three New York Stock Exchange trading days after the date hereof. The Eligible Institution that completes this form must communicate the Guarantee to the Exchange Agent and must deliver the Consent and Letter of Transmittal and certificates for the Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution. [Download Table] Name of Firm: (AUTHORIZED SIGNATURE) Address: Title: Date: (ZIP CODE) Area Code and Tel. No.: NOTE: DO NOT SEND NOTES WITH THIS NOTICE. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND LETTER OF TRANSMITTAL. 4
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Filing Submission 0000891020-00-001136   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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