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T Mobile USA – ‘DEF 14A’ for 10/25/00

On: Tuesday, 10/3/00, at 10:41am ET · For: 10/25/00 · Accession #: 891020-0-1747 · File #: 0-29667

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

10/03/00  T Mobile USA                      DEF 14A    10/25/00    1:87K                                    Bowne - Seattle/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            26    123K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Executive Compensation John W. Stanton
1	1st Page - Filing Submission
14	Executive Compensation
20	Certain Relationships and Related Transactions
22	John W. Stanton

DEF 14A 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12

VOICESTREAM WIRELESS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

VOICESTREAM WIRELESS CORPORATION
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
N.A.
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N.A.
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N.A.
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N.A.
--------------------------------------------------------------------------------
(5) Total fee paid:
N.A.
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount previously paid:
N.A.
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N.A.
--------------------------------------------------------------------------------
(3) Filing Party:
N.A.
--------------------------------------------------------------------------------
(4) Dated Filed:
N.A.
--------------------------------------------------------------------------------

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[VOICESTREAM LOGO]

BELLEVUE, WASHINGTON
OCTOBER 3, 2000

Dear Shareholders:

You are cordially invited to attend the VoiceStream Wireless Corporation
Annual Meeting of Shareholders on Wednesday, October 25, 2000 at 9:00 a.m.
(Pacific Time) at the offices of Preston, Gates & Ellis LLP, 701 Fifth Avenue,
Suite 5000, Seattle, Washington. Directions to Preston, Gates & Ellis LLP are
provided on the back cover of this Notice of Annual Meeting and Proxy Statement.

The matters to be acted upon are described in the accompanying Notice of
Annual Meeting and Proxy Statement. At the meeting, we will also report on
VoiceStream Wireless Corporation's operations and respond to any questions you
may have.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING OF SHAREHOLDERS, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED.
IF YOU ATTEND THE MEETING, YOU WILL, OF COURSE, HAVE THE RIGHT TO REVOKE THE
PROXY AND VOTE YOUR SHARES IN PERSON.

Very truly yours,

/s/ JOHN W. STANTON
John W. Stanton
Chairman and Chief Executive Officer

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VOICESTREAM WIRELESS CORPORATION
3650 131ST AVENUE SE
BELLEVUE, WA 98006
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OCTOBER 25, 2000

To the Shareholders:

The Annual Meeting of Shareholders of VoiceStream Wireless Corporation (the
"Company") will be held at the offices of Preston, Gates & Ellis LLP, 701 Fifth
Avenue, Suite 5000, Seattle, Washington, on Wednesday, October 25, 2000 at 9:00
a.m. (Pacific Time) for the following purposes:

1. To elect directors to serve until the Annual Meeting of
Shareholders for 2001 and until their respective successors are elected and
qualified;

2. To ratify the selection of Arthur Andersen LLP as the Company's
independent auditors for 2000;

3. To increase the number of shares authorized under the Executive
Restricted Stock Plan to 500,000; and

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on August 31,
2000 will be entitled to notice of, and to vote at, the Annual Meeting and
any adjournments thereof.

The Company's Proxy Statement is submitted herewith.

By Order of the Board of Directors

/s/ ALAN R. BENDER
Alan R. Bender
Secretary

Bellevue, Washington
October 3, 2000

YOUR VOTE IS VERY IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE SIGN, DATE, AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE
IN ORDER TO ENSURE THAT YOUR VOTE IS COUNTED. IF YOU ATTEND THE MEETING, YOU
WILL, OF COURSE, HAVE THE RIGHT TO REVOKE THE PROXY AND VOTE YOUR SHARES IN
PERSON.

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VOICESTREAM WIRELESS CORPORATION
3650 131ST AVENUE SE
BELLEVUE, WA 98006
------------------------

PROXY STATEMENT

FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 25, 2000

This Proxy Statement is furnished by the Board of Directors of VoiceStream
Wireless Corporation, a Delaware corporation, to the holders of Common Stock,
$0.001 par value per share, of VoiceStream (the "Common Stock"), in connection
with the solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Shareholders of VoiceStream (the "Annual Meeting") to be held at 9:00
a.m. (Pacific Time) on Wednesday, October 25, 2000 at the offices of Preston,
Gates & Ellis LLP 701 Fifth Avenue, Suite 5000, Seattle, Washington, and at any
adjournment thereof. Directions to Preston, Gates & Ellis LLP are provided on
the back cover of this Proxy Statement.

A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may be
revoked, prior to its exercise, by executing and delivering a later-dated proxy
card to the Secretary of VoiceStream prior to the Annual Meeting, by delivering
written notice of revocation of the proxy to the Secretary of VoiceStream prior
to the Annual Meeting, or by attending and voting at the Annual Meeting.
Attendance at the Annual Meeting, in and of itself, will not constitute a
revocation of a proxy. Unless the enclosed proxy is revoked, the shares
represented by it will be voted in accordance with the shareholder's directions
if the proxy is duly executed and returned prior to the Annual Meeting. If no
directions are specified, the shares will be voted for the election of the
directors recommended by the Board of Directors, for the increase in the number
of shares authorized under the Executive Restricted Stock Plan to 500,000 as
recommended by the Board of Directors, for the ratification of the selection by
the Board of Directors of VoiceStream's independent auditors, and, at the
discretion of the named proxies, on other matters properly brought before the
Annual Meeting.

At the close of business on August 31, 2000 (the "Record Date"),
VoiceStream had outstanding 227,653,397 shares of Common Stock. The presence in
person or by proxy of holders of record of a majority of the total number of
votes attributable to all shares of Common Stock outstanding and entitled to
vote is required to constitute a quorum for the transaction of business at the
Annual Meeting. Under Delaware law and VoiceStream's Bylaws, if a quorum is
present, a nominee for election to a position on the Board of Directors will be
elected as a Director if the nominee receives a plurality of the votes cast by
the shareholders present or represented by proxy at the meeting and entitled to
vote. Abstentions and "broker non-votes" (shares held by a broker or nominee as
to which a broker or nominee indicates on the proxy that it does not have the
authority, either express or discretionary, to vote on a particular matter) are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business at the Annual Meeting. For the election of directors, an
abstention from voting and broker non-votes will have the legal effect of
neither a vote for nor against the nominee. For all other matters, an abstention
from voting and broker non-votes, since they are not affirmative votes, will
have the same practical effect as a vote against the respective matters. Proxies
and ballots will be received and tabulated by ChaseMellon Shareholder Services,
L.L.C., VoiceStream's transfer agent and the inspector of elections for the
Annual Meeting.

This Proxy Statement and the enclosed proxy card are first being mailed on
or about October 3, 2000 to VoiceStream's shareholders of record on the Record
Date. Only shareholders of record at the close of business on the Record Date
will be entitled to notice of, and to vote at, the Annual Meeting.

The expense of preparing, printing, and mailing this Proxy Statement and
the proxies solicited hereby will be borne by VoiceStream. In addition to the
use of the mail, proxies may be solicited by directors, officers, and other
employees of VoiceStream, without additional remuneration, in person, or by
telephone, telegraph or facsimile transmission. VoiceStream will also request
brokerage firms, banks, nominees, custodians, and

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fiduciaries to forward proxy materials to the beneficial owners of shares of
Common Stock as of the Record Date and will provide reimbursement for the cost
of forwarding the proxy materials in accordance with customary practice. Your
cooperation in promptly signing and returning the enclosed proxy card will help
to avoid additional expense.

CERTAIN MATERIAL DEVELOPMENTS

ACQUISITION OF VOICESTREAM BY DEUTSCHE TELEKOM

On July 23, 2000, VoiceStream announced that it had entered into a
definitive merger agreement (the "Deutsche Telekom-VoiceStream Agreement") with
Deutsche Telekom AG ("Deutsche Telekom"). If the merger is completed,
VoiceStream will become a wholly-owned subsidiary of Deutsche Telekom, and
holders of Common Stock will become entitled to receive a combination of $30 in
cash and 3.2 Deutsche Telekom shares for each of their shares of Common Stock,
subject to certain adjustments. In lieu of that combination, VoiceStream's
shareholders may elect to receive either 3.7647 Deutsche Telekom shares or $200
in cash for each of their shares of Common Stock; however, both of those
elections will be subject to proration and adjustment.

The completion of the merger is subject to regulatory approvals and other
customary conditions, including the approval of VoiceStream's shareholders.
Certain VoiceStream shareholders that beneficially owned in the aggregate more
than 50% of the outstanding Common Stock on August 31, 2000 entered into
agreements with Deutsche Telekom in which they agreed, among other things, to
vote their shares in favor of the merger. No action regarding the merger will be
taken at the Annual Meeting and your proxy is not being solicited at this time
for any such action. VoiceStream will solicit proxies in connection with a
special meeting of shareholders to approve and adopt the Deutsche
Telekom-VoiceStream Agreement at a later time.

INVESTMENT IN VOICESTREAM BY DEUTSCHE TELEKOM

In a separate transaction, on July 23, 2000 Deutsche Telekom agreed to
purchase $5 billion of a new class of VoiceStream convertible voting preferred
stock having a liquidation preference of $1280 per share. This purchase was
completed on September 6, 2000. If the Deutsche Telekom-VoiceStream Agreement is
terminated before the merger is completed, the convertible voting preferred
stock will become convertible into Common Stock at $160 per share of Common
Stock. Prior to conversion, the convertible voting preferred stock votes
together with the Common Stock as a single class and has one vote per share.
VoiceStream granted Deutsche Telekom the right to purchase its pro rata amount
of certain subsequent issuances of equity securities in order to permit Deutsche
Telekom to maintain its percentage ownership of VoiceStream (subject to
limitations), and Deutsche Telekom has agreed, in the event that the merger
agreement is terminated before the merger is completed, to a standstill limiting
its ownership of VoiceStream to 33% in the first two years after July 23, 2000,
36% in the third year and 40% in the fourth and fifth years.

ACQUISITION OF POWERTEL BY VOICESTREAM

On August 26, 2000, VoiceStream entered into a definitive merger agreement
(the "VoiceStream-Powertel Agreement") with Powertel, Inc. ("Powertel"). If the
merger is completed, Powertel will become a wholly-owned subsidiary of
VoiceStream, and each share of Powertel Common Stock will be converted into the
right to receive a number of shares of VoiceStream's Common Stock determined as
follows (the "Conversion Number"): (i) 0.75 of a share of VoiceStream Common
Stock if the average closing price of the VoiceStream Common Stock prior to the
closing date of the merger is $113.33 or below; (ii) 0.65 of a share of
VoiceStream Common Stock if the VoiceStream average closing price is $130.77 or
above; and (iii) if the VoiceStream average closing price is greater than
$113.33 and less than $130.77, the quotient determined by dividing $85.00 by the
VoiceStream average closing price. Each share of Powertel preferred stock will
be converted into the right to receive a number of shares of VoiceStream Common
Stock determined as if the Powertel preferred stock were converted into Powertel
Common Stock plus, with respect to Powertel's

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Series E preferred stock and Series F preferred stock, the number of shares of
Powertel Common Stock that represent accrued or declared but unpaid dividends on
that preferred stock.

The completion of the Powertel merger is subject to regulatory approvals
and other customary conditions, including the approval of VoiceStream and
Powertel shareholders. Certain VoiceStream shareholders that beneficially owned
in the aggregate more than 50% of the outstanding Common Stock on August 31,
2000 entered into agreements with Powertel in which they agreed, among other
things, to vote their shares in favor of the Powertel merger. Certain Powertel
shareholders beneficially owning in the aggregate more than 50% of the
outstanding Powertel Common Stock as of the date of the VoiceStream-Powertel
Agreement entered into agreements with VoiceStream in which they have agreed,
among other things, to vote their shares in favor of the Powertel merger.

At the same time as it entered into the VoiceStream-Powertel Agreement,
Powertel also entered into a merger agreement with Deutsche Telekom, which, if
consummated, will result in Powertel becoming a wholly-owned subsidiary of
Deutsche Telekom (the "Deutsche Telekom-Powertel Agreement"). If the merger of
Deutsche Telekom and VoiceStream is consummated, the VoiceStream-Powertel
Agreement will terminate automatically. If the Deutsche Telekom-VoiceStream
Agreement is terminated, the Deutsche Telekom-Powertel Agreement will terminate
automatically and VoiceStream would expect to complete the VoiceStream-Powertel
merger.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of VoiceStream's Common Stock by (i) each person who is known by
VoiceStream to own beneficially 5% or more of Common Stock; (ii) each Named
Executive Officer (as defined under "Executive Compensation" below); (iii) each
director and nominee for director of VoiceStream; and (iv) all directors,
officers and key employees as a group. Unless otherwise indicated, all persons
listed have sole voting power and investment power with respect to such shares,
subject to community property laws, where applicable. In addition to the Common
Stock ownership information set forth below, Deutsche Telekom owns the entire
class of outstanding VoiceStream convertible voting preferred stock consisting
of 3,906,250 shares, each of which has one vote and votes together with the
Common Stock as a single class. The convertible voting preferred stock was
issued on September 6, 2000, subsequent to the Record Date for the Annual
Meeting and, accordingly, will not vote at the Annual Meeting. Deutsche
Telekom's address is 140 Friedrich-Ebert Allee, 53113 Bonn, Germany.

[Enlarge/Download Table]

SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
---------------- ------------ ------------

Hutchison Whampoa Limited(1)................................ 55,899,252 23.17%
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
The Goldman Sachs Group, L.P.(2)(11)........................ 10,345,566 4.54%
and related investors
85 Broad Street, 19th Floor
New York, NY 10004
Telephone and Data Systems, Inc............................. 35,570,494 15.62%
30 N. LaSalle Street, Suite 4000
Chicago, IL 60602
Sonera Corporation.......................................... 18,975,774 8.34%
Fin-00051-Tele
Sturenkatu 16, Helsinki
Finland
John W. Stanton and Theresa E. Gillespie(3)(4).............. 6,061,932 2.66%
3650 131st Avenue SE
Bellevue, WA 98006
Douglas G. Smith(3)(5)...................................... 4,139,162 1.82%
3 Metrocenter, Suite 400
Bethesda, MD 20814

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[Enlarge/Download Table]

SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
---------------- ------------ ------------

Richard L. Fields(3)(6)..................................... 2,156,850 *
711 Fifth Avenue
New York, NY 10022
James N. Perry, Jr.(3)(7)................................... 2,841,963 1.25%
Three First National Plaza
Suite 1330
Chicago, IL 60602
Cregg B. Baumbaugh(3)....................................... 340,884 *
Alan R. Bender(3)........................................... 271,162 *
James J. Ross(3)(8)......................................... 1,343,431 *
Robert R. Stapleton(3)...................................... 777,797 *
Donald Guthrie(3)........................................... 454,967 *
Mitchell R. Cohen(3)(9)..................................... 24,890 *
Daniel J. Evans(3).......................................... 5,394 *
Jonathan M. Nelson(3)(10)................................... 224,247 *
Terence M. O'Toole (3)(11).................................. 10,345,566 4.54%
Canning Fok(3)(12).......................................... 55,899,487 23.17%
Susan M. F. W. Chow(3)(12).................................. 55,899,252 23.17%
Frank J. Sixt(3)(12)........................................ 55,899,252 23.17%
Hans Snook(3)............................................... 3,200 *
Kaj-Erik Relander(3)(13).................................... 18,975,774 8.34%
All directors, executive officers and key employees as a
group (22 persons)(3)(14)................................. 103,949,684 42.69%

---------------
* Less than 1% of the outstanding shares of Common Stock

(1) Includes 13,627,586 shares of Common Stock issuable upon conversion of
VoiceStream 2.5% Convertible Junior Preferred Stock.

(2) Includes (a) 8,986,738 shares of Common Stock held of record by GS Capital
Partners, L.P., (b) 470,401 shares of Common Stock held of record by Stone
Street Fund 1992, L.P., (c) 273,069 shares of Common Stock held of record
by Bridge Street Fund 1992, L.P., and (d) 68,821 shares of Common Stock
held of record by The Goldman Sachs Group, L.P. Each of GS Capital, Stone
Street and Bridge Street is an investment limited partnership, the general
partner, the managing general partner or the managing partner of which is
an affiliate of The Goldman Sachs Group, L.P. The Goldman Sachs Group, L.P.
disclaims beneficial ownership of shares held by such investment
partnerships to the extent interests in such partnerships are held by
persons other than The Goldman Sachs Group, L.P. and its affiliates.

(3) May include stock jointly or separately owned with or by a spouse.

(4) Mr. Stanton and Ms. Gillespie are husband and wife. Their beneficial
ownership includes (a) 1,686,069 shares of Common Stock held of record by
PN Cellular, Inc., which is substantially owned and controlled by Mr.
Stanton and Ms. Gillespie; (b) 1,274,519 shares of Common Stock held of
record by Stanton Communications Corporation which is substantially owned
and controlled by Mr. Stanton and Ms. Gillespie, as tenants in common; (d)
164,437 shares of Common Stock held by The Stanton Family Trust; (e) 35,000
shares and 10,000 shares of Common Stock held of record by each of Mr.
Stanton and Ms. Gillespie, respectively, pursuant to the Western Wireless'
1997 Executive Restricted Stock Plan. Mr. Stanton and Ms. Gillespie share
voting and investment power with respect to the shares jointly owned by
them, as well as the shares held of record by PN Cellular, Stanton
Communications Corporation and the Stanton Family Trust.

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(5) Includes 26,169 shares of Common Stock owned by Mr. Smith's minor children,
3,126,969 shares of Common Stock held by Avance Capital, Avance Capital II,
Avance Capital III, all sole proprietorships, and 428,572 shares held in a
grantor trust. Mr. Smith does not exercise voting or investment power over,
and disclaims beneficial ownership of, the shares held in the grantor
trust. Of the total shares held in Mr. Smith's name and in the name of
Avance, 395,175 are held in a blind trust. While Mr. Smith is the
beneficial owner of these shares, he exercises no control over these
shares. The blind trust is free to sell, exchange, hedge, or otherwise
dispose of these shares at any time. Mr. Smith has voting and investment
power with respect to the other shares.

(6) Includes 1,627,336 shares of Common Stock owned by Allen & Co.,
Incorporated, including 247,447 shares issuable upon exercise of
outstanding warrants held by Allen & Co., Incorporated and 27,397 shares of
Common Stock issuable upon exercise of outstanding warrants held by Mr.
Fields. Mr. Fields is a Managing Director of Allen & Co. Incorporated. Of
such amounts, Mr. Fields does not exercise voting or investment power over,
and disclaims beneficial ownership of the 1,627,336 shares owned by Allen &
Co. Incorporated.

(7) Includes 2,797,931 shares of Common Stock owned by Madison Dearborn Capital
Partners, L.P. and 26,789 shares of Common Stock held in trust for Mr.
Perry's children. Mr. Perry is a member of the committee that manages
Madison Dearborn Capital Partners, L.P. Mr. Perry may therefore be deemed
to share investment control with respect to the shares of Common Stock
owned by Madison Dearborn Capital Partners, L.P. and may therefore be
deemed to have beneficial ownership of shares of Common Stock owned by
Madison Dearborn Capital Partners, L.P.

(8) Includes 645,053 shares of Common Stock issuable upon exercise of
outstanding options held by Mr. Ross and 256,724 shares of Common Stock
held in trust for Mr. Ross' children. Mr. Ross may be deemed to be the
beneficial owner of such shares.

(9) Includes options to purchase 485 shares of Common Stock granted to Mr.
Cohen that he holds for the benefit of Hellman & Friedman Partners II, L.P.
Mr. Cohen disclaims beneficial ownership of these shares.

(10) Includes options to purchase 1,173 shares of Common Stock granted to Mr.
Nelson that he holds for the benefit of Providence Equity Partners Inc. Mr.
Nelson disclaims beneficial ownership of these shares.

(11) Includes options to purchase 1,893 shares of Common Stock granted to Mr.
O'Toole that he holds for the benefit of The Goldman Sachs Group, L.P. Mr.
O'Toole, who is a managing director of Goldman Sachs & Co., disclaims
beneficial ownership of shares of common stock, which may be deemed to be
beneficially owned by The Goldman Sachs Group, L.P., except to the extent
of his pecuniary interest therein.

(12) Includes 55,899,252 shares of Common Stock owned by Hutchison Whampoa
Limited, as Mr. Fok is the Group Managing Director of Hutchison Whampoa
Limited, and each of Mrs. Chow and Mr. Sixt are executive directors of
Hutchison Whampoa Limited. Each of Mr. Fok, Mrs. Chow and Mr. Sixt disclaim
beneficial ownership of these shares.

(13) Kaj-Erik Relander, the director designated by Sonera Corporation, may be
deemed to be the owner of the shares of Common Stock owned by Sonera
Corporation. Mr. Relander disclaims beneficial ownership of these shares.

(14) In determining the aggregate number of shares owned by VoiceStream
executive officers and directors, shares of common stock as to which such
executive officers and directors share voting or investment power have not
been duplicated.

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ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

VOTING AGREEMENT FOR ELECTION OF DIRECTORS

VoiceStream, John W. Stanton, Goldman Sachs Group, Inc. (the "GS Group"),
Hutchison Telecommunications PCS (USA) Limited ("Hutchison"), Allen & Company
Incorporated, Madison Dearborn Capital Partners L.P., James N. Perry, Jr.,
Richard L Fields, Douglas G. Smith, James J. Ross, Sonera Corporation ("Sonera")
and Telephone and Data Systems, Inc. ("TDS"), and other entities and persons
related to or affiliated with them, entered into an agreement, dated as of
February 25, 2000, as amended on May 4, 2000 (the "Voting Agreement"), in which
they agreed to vote their shares of Common Stock for the election of a Board of
Directors consisting of 17 members, subject to adjustment, designated as set
forth below (where necessary, the names of the actual designees, for whose
election proxies are hereby solicited, are included in parenthesis at the end of
the subpart pursuant to which they have been designated). The parties to the
Voting Agreement beneficially own more than 50% of the outstanding Common Stock
and, accordingly, have sufficient votes to elect the nominees to the Board of
Directors at the Annual Meeting.

(i) John W. Stanton, as long as he is the chief executive officer of
VoiceStream;

(ii) one member designated by Mr. Stanton, so long as he or entities
affiliated with him beneficially own at least 4,500,000 shares of Common
Stock (Jonathan M. Nelson);

(iii) four members designated by Hutchison and its affiliated
entities, which number of designees shall be subject to increases or
decreases depending upon increases or reductions in their percentage
ownership of outstanding Common Stock, including shares of Common Stock
issuable to them upon conversion of VoiceStream's 2.5% Convertible Junior
Preferred Stock held by them, so that the percentage of Board members that
they are able to designate will always equal the percentage of
VoiceStream's Common Stock they own (if necessary, the Board will be
expanded to accommodate this right), provided however that if they own less
than 9,800,000 shares they shall be entitled to designate only one member
and if they own less than 4,500,000 shares they shall be entitled to
designate no members (Canning K. N. Fok, Susan M. F. Woo Chow, Hans Snook
and Frank J. Sixt);

(iv) one member designated by GS Group and affiliated entities, so
long as they beneficially own at least 4,500,000 shares of Common Stock
(Terence M. O'Toole);

(v) four members who were on the Omnipoint Corporation Board of
Directors prior to February 25, 2000 and who are selected by Omnipoint
Corporation to serve from February 25, 2000 until and including the
expiration of the term of office of the directors elected at the second
annual meeting of shareholders of VoiceStream taking place after February
25, 2000 (Douglas G. Smith, Richard L. Fields, James N. Perry, Jr. and
James J. Ross)

(vi) one member designated by Sonera and its affiliated entities, so
long as they beneficially own at least 4,500,000 shares of Common Stock,
except that if they own more than 9,800,000 shares of Common Stock and TDS
and its affiliated entities own less than 4,500,000 shares of Common Stock,
they will be entitled to designate two members to the Board of Directors of
VoiceStream (Kaj-Erik Relander);

(vii) one member designated by TDS and its affiliated entities so long
as they own at least 4,500,000 shares of Common Stock, except that if they
own more than 9,800,000 shares of Common Stock and Sonera and its
affiliated entities own less than 4,500,000 shares of Common Stock, they
will be entitled to designate two members to the Board of Directors of
VoiceStream (nominee not designated); and

(viii) the remaining members of the Board of Directors to be selected
by a majority of the persons selected as described above (Mitchell R.
Cohen, Daniel J. Evans, Robert R. Stapleton and Donald Guthrie).

The Voting Agreement will remain in effect unless and until Deutsche
Telekom converts its VoiceStream preferred stock into Common Stock, in which
case the Voting Agreement will be amended and restated to

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provide for a Board of Directors consisting of 19 persons (subject to
adjustment) designated as set forth in (i) through (vii) with the following
additional designees:

(i) Two members designated by Deutsche Telekom and its affiliated
entities so long as they beneficially own at least 9,800,000 shares;
provided, however, that if they beneficially own at least 4,500,000 shares
but less than 9,800,000 shares, the number of members that they will be
entitled to designate will be one;

(ii) The then President of VoiceStream;

(iii) The then Vice-Chairman of VoiceStream; and

(iv) The remaining members of the Board of Directors as selected by a
majority of the directors designated by Mr. Stanton (including himself),
the GS Group and affiliated entities and the President and Vice-Chairman of
VoiceStream.

In addition, Hutchison would be assured of two designees so long as it
holds at least 9,800,000 shares regardless of the percentage of outstanding
shares that number represents.

In connection with entering into the Powertel-VoiceStream Agreement, the
parties to the Voting Agreement agreed that in the event of a termination of the
Deutsche Telekom-VoiceStream Agreement and the consummation of the
VoiceStream-Powertel Agreement, the Voting Agreement will be amended as
necessary to entitle the Powertel Board of Directors to designate one member to
the VoiceStream Board of Directors at the first two annual meetings after the
VoiceStream-Powertel merger.

NOMINEES FOR DIRECTOR

At the Annual Meeting, shareholders will elect 16 directors to serve until
the next Annual Meeting of Shareholders and until their respective successors
are elected and qualified. Unless otherwise directed, the persons named in the
proxy intend to cast all proxies in favor of John W. Stanton, Mitchell R. Cohen,
Daniel J. Evans, Jonathan M. Nelson, Terrence M. O'Toole, Robert R. Stapleton,
Douglas G. Smith, Donald Guthrie, Richard L. Fields, Canning K.N. Fok, James N.
Perry, Jr., James J. Ross, Susan M.F. Woo Chow, Frank J. Sixt, Kaj-Erik Relander
and Hans Snook to serve as directors of VoiceStream. In the event that Messrs.
Stanton, Cohen, Evans, Nelson, O'Toole, Stapleton, Smith, Guthrie, Fields, Fok,
Perry, Ross, Sixt, Relander, Snook or Ms. Chow should become unavailable for
election to the Board of Directors for any reason, the persons named in the
proxy have discretionary authority to vote the proxies for the election of other
nominees to be designated to fill each such vacancy by the Board of Directors of
VoiceStream.

By nominating only 16 directors, VoiceStream is leaving one vacancy on its
Board of Directors. This vacancy is to accommodate a designee by TDS in
accordance with the Voting Agreement. Should TDS choose to designate a member to
the Board of Directors, as it is permitted to do by the Voting Agreement, then
VoiceStream will cause that designee to be added to the Board of Directors to
fill the vacancy.

The terms of office of VoiceStream's current directors are scheduled to
expire at the Annual Meeting.

INFORMATION ABOUT THE NOMINEES

John W. Stanton has been a director of VoiceStream since February 1998, and
has been Chief Executive Officer and Chairman of VoiceStream since its formation
in 1994. Mr. Stanton has also been a director, Chief Executive Officer and
Chairman of Western Wireless Corporation and its predecessors since 1992. Mr.
Stanton served as a director of McCaw Cellular from 1986 to 1994, and as a
director of LIN Broadcasting from 1990 to 1994, during which time it was a
publicly-traded company. From 1983 to 1991, Mr. Stanton served in various
capacities with McCaw Cellular, serving as Vice-Chairman of the Board of McCaw
Cellular from 1988 to September 1991 and as Chief Operating Officer of McCaw
Cellular from 1985 to 1988. Mr. Stanton is also a member of the Board of
Directors of Microcell Telecommunications, Inc., Advanced Digital Information
Corporation and Columbia Sportswear, Inc. In addition, Mr. Stanton is a trustee
of Whitman College, a private college.

Robert R. Stapleton has been a director of VoiceStream since April 1999 and
President of VoiceStream since its formation in 1994. Effective April 1998, Mr.
Stapleton became responsible for all operations of
7

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VoiceStream. Mr. Stapleton was President of Western Wireless and one of its
predecessors from 1992 to May 1999. From 1989 to 1992, he served in various
positions with General Cellular, including Chief Operating Officer and Vice
President of Operations. From 1984 to 1989, Mr. Stapleton was employed by mobile
communications subsidiaries of Pacific Telesis, Inc., which now are affiliated
with Vodafone AirTouch. Mr. Stapleton is also a member of the Board of Directors
of Microcell Telecommunications, Inc.

Douglas G. Smith has been a director and Vice-Chairman of VoiceStream since
February 2000 when it merged with Omnipoint Corporation. Mr. Smith founded
Omnipoint Corporation in June 1987 and served as its Chairman, President and
Chief Executive Officer until February 2000. From 1985 to 1987, he was one of
four professionals in a small venture capital fund focusing on opportunities in
the electronic information industry. From 1980 to 1985, he founded and managed
the Investment Data Systems Division of Strategic Information (a division of
Ziff-Davis Publishing).

Donald Guthrie has been a director of VoiceStream since April 1999 and has
been Vice Chairman since February 1998. He has also served as Vice Chairman of
Western Wireless since November 1995. From February 1997 to April 1999, he also
served as the Chief Financial Officer of Western Wireless. From 1986 to October
1995, he served as Senior Vice President and Treasurer of McCaw Cellular and,
from 1990 to October 1995, he served as Senior Vice President -- Finance of LIN
Broadcasting.

Mitchell R. Cohen has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since its formation in 1994. Mr.
Cohen was a director of General Cellular from March 1992 to December 1995. Mr.
Cohen is a Managing Director of Hellman & Friedman, having joined Hellman &
Friedman as an associate in July 1989. From 1986 to 1989, Mr. Cohen was employed
by Shearson Lehman Hutton, Inc. Mr. Cohen currently is a director of Advanstar,
Inc.

Daniel J. Evans has been a director of VoiceStream since February 1998. He
has also been a director of Western Wireless since 1997. Mr. Evans is the
Chairman of Daniel J. Evans Associates, a consulting firm. From 1965 through
1977, Mr. Evans was Governor of the State of Washington. In 1983 he was
appointed and then elected to the United States Senate to fill the seat of the
late Senator Henry M. Jackson. He serves as a director of Flow International
Corporation, Cray Computer Company and National Information Consortium, and
serves on the Board of Regents of the University of Washington.

Richard L. Fields has been a director of VoiceStream since February 2000.
Mr. Fields served as a director of Omnipoint Corporation from September 1991 to
February 2000. Since February 1994, Mr. Fields has been a Managing Director and
Executive Vice President of Allen & Company Incorporated, and prior to such time
he was a Vice President of Allen & Company Incorporated. Mr. Fields is currently
a director of LivePerson, Inc. and the Telecommunications Development Fund.

Canning K.N. Fok has been a director of VoiceStream Wireless Corporation
since February 1998. For more than seven years, Mr. Fok has been Group Managing
Director of Hutchinson Whampoa Limited. Other appointments include Chairman of
Hutchison Telecommunications (Australia) Limited and Partner Communications
Company Ltd., Deputy Chairman of Cheung Kong Infrastructure Holdings Limited and
Hongkong Electric Holdings Limited and Director of Cheung Kong (Holdings)
Limited. Mr. Fok is a Chartered Accountant.

Jonathan M. Nelson has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since its formation in 1994. Mr.
Nelson has been President and Chief Executive Officer of Providence Equity
Partners Inc., an investment advisor, since its inception in 1995 and is a
Member of Providence Equity Partners L.L.C. which is the general partner of
Providence Equity Partners L.P. and Providence Equity Partners II L.P. He is
also Co-Chairman of Providence Ventures Inc., an investment advisor and a
managing general partner of Providence Ventures L.P. which is the general
partner of the general partner of Providence Media Partners L.P. a venture
capital fund. Since 1986, Mr. Nelson has been a Managing Director of
Narragansett Capital, Inc., a private management company for three separate
equity investment funds. Mr. Nelson is currently a director of AT&T Canada.

Terence M. O'Toole has been a director of VoiceStream since February 1998.
He has also been a director of Western Wireless since it was formed in 1994. Mr.
O'Toole joined Goldman Sachs & Co. in 1983 and
8

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became a Vice President in 1987, a general partner in 1992 and a Managing
Director in 1996. He is currently a director of AMF Bowling, Inc. and Amscan
Holdings, Inc.

James N. Perry, Jr. has been a director of VoiceStream since February 2000.
Mr. Perry was a Director of Omnipoint Corporation from August 1993 to February
2000. In January 1993, he became Managing Director of Madison Dearborn Capital
Partners L.P. Previously, Mr. Perry served in various positions at First Capital
Corporation of Chicago and its affiliates. Mr. Perry currently serves as a
director of Allegiance Telecom, Inc., Clearnet Communications, Inc., Completel
and Focal Communications.

James J. Ross has been a director of VoiceStream since February 2000. Mr.
Ross was Vice-Chairman of the Omnipoint Corporation Board from 1989 to February
2000. Mr. Ross is a private venture investor. Since February 1995, Mr. Ross has
been of counsel in the law firm of Becker Ross Stone DeStefano & Klein and prior
to such time, he was a partner at such firm.

Hans R. Snook has been a director of VoiceStream since February 1998. For
more than five years, Mr. Snook has been Chief Executive Officer of Orange plc,
a telecommunications service provider in the United Kingdom.

Susan M.F. Woo Chow has been a director of VoiceStream since February 2000.
Ms. Chow has served as an Executive Director of Hutchison Whampoa Limited since
1993 and Deputy Group Managing Director of Hutchison Whampoa Limited since 1998.
She is also an Executive Director of Cheung Kong Infrastructure Holdings Limited
and a Director of Hongkong Electric Holdings Limited, Partner Communications
Company Ltd. and TOM.COM LIMITED.

Frank J. Sixt has been a director of VoiceStream since February 2000. Mr.
Sixt has served as an Executive Director of Hutchison Whampoa Limited since 1991
and Group Finance Director of Hutchison Whampoa Limited since 1998. He is also
the Chairman of TOM.COM LIMITED, an Executive Director of Cheung Kong
Infrastructure Holdings Limited and Hongkong Electric Holdings Limited and a
Director of Cheung Kong (Holdings) Limited, Hutchinson Telecommunications
(Australia) Limited and Partner Communications Company Ltd.

Kaj-Erik Relander has been a director of VoiceStream since February 2000.
He has been the Executive Vice President, International Operations, and the
Deputy CEO of Sonera Corporation since March 2000 and, since January 1, 2000, he
has served as the head of Sonera Corporation's new Mobile and Media Division.
Since joining Sonera Corporation in 1994, Mr. Relander has also served as its
Group Business Controller and as Director, Finance and Business Development. He
has been appointed President and CEO of Sonera Corporation effective January 1,
2001 and is currently a director of Turkcell Iletisim Hizmtleri AS.

COMMITTEES

VoiceStream's Board of Directors has standing Executive, Compensation and
Audit Committees. The members of each Committee and the functions performed
thereby are described below:

Executive Committee. During 1999, the Executive Committee consisted of
Messrs. Stanton, Fok, and O'Toole. The Executive Committee, during the intervals
between meetings of the Board of Directors, may exercise the powers of the Board
of Directors except with respect to a limited number of matters, which include
amending the Articles of Incorporation or the Bylaws of VoiceStream, adopting an
agreement of merger or consolidation for VoiceStream and recommending to the
shareholders of VoiceStream a merger of VoiceStream, the sale of all or
substantially all of the assets of VoiceStream or the dissolution of
VoiceStream.

Compensation Committee. During 1999, the Compensation Committee consisted
of Messrs. Fok, Cohen, Nelson and Evans. The Compensation Committee reviews
current remuneration of the directors and executive officers of VoiceStream and
makes recommendations to the Board of Directors regarding appropriate periodic
adjustment of such amounts. The Compensation Committee also makes all
determinations concerning VoiceStream's grants of stock options and restricted
stock offers and awards to officers and employees of VoiceStream who are
eligible for such options under each of VoiceStream's 2000 Management Incentive
Stock Option Plan and its Executive Restricted Stock Plan.

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Audit Committee. During 1999, the Audit Committee consisted of Messrs.
Snook, Cohen, and Nelson. The Audit Committee reviews the planned scope of the
services of VoiceStream's independent auditors; reviews financial statements and
the auditors' opinion letter; recommends the independent auditors for the
following fiscal year; reviews the recommendations of the independent auditors
relating to accounting, internal controls, and other matters; and reviews
internal controls and accounting procedures with VoiceStream's financial staff.
The Audit Committee will consist of at least three directors, all of whom will
be independent and will be capable of reading and understanding financial
statements and other financial information.

During 1999, the Executive Committee did not meet, the Compensation
Committee met four times and the Audit Committee met two times and the entire
Board of Directors met seven times. Each director attended at least 75% of all
Board meetings and meetings of Committees on which they served during the
periods they served.

DEF 14A 14th Page of 26 TOC 1st Previous Next ↓Bottom Just 14th

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

The following table summarizes the compensation for services rendered
during 1997, 1998 and 1999 for VoiceStream's Chief Executive Officer and next
four most highly compensated executive officers (collectively referred to herein
as the "Named Executive Officers"). All such compensation was paid by Western
Wireless prior to May 1999, at which time VoiceStream was spun-off by Western
Wireless. In accordance with an agreement entered into at the time of the
spin-off, Messrs Stanton, Guthrie and Bender thereafter divided their time and
responsibilities in 1999 between VoiceStream and Western Wireless as necessary
and those two companies divided their compensation as appropriate. The following
table includes all compensation paid by both VoiceStream and Western Wireless.

[Enlarge/Download Table]

LONG-TERM
COMPENSATION AWARDS
-------------------------------
ANNUAL COMPENSATION RESTRICTED
FISCAL -------------------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS AWARDS(1) COMPENSATION(2)
--------------------------- ------ -------- ---------- ------- ------------- ---------------

John W. Stanton............... 1999 $295,000 $1,000,000(3) 939 $660,000 $464,593
Chairman and Chief Executive 1998 $193,542 $ 400,000 954 $521,250 $367,974
Officer 1997 $187,083 $ 300,000 0 $416,250 $292,000
Robert R. Stapleton........... 1999 $232,210 $ 329,000 140,876 $330,000 $234,796
President and Director 1998 $165,667 $ 200,000 124,407 $260,625 $186,487
1997 $157,083 $ 125,000 0 $208,125 $147,125
Donald Guthrie................ 1999 $212,865 $ 180,000(3) 56,350 $330,000 $234,796
Vice Chairman and Director 1998 $165,667 $ 150,000 57,263 $260,625 $186,487
1997 $157,083 $ 115,000 0 $208,125 $147,125
Cregg B. Baumbaugh............ 1999 $169,064 $ 170,000 75,134 $220,000 $158,197
Executive Vice President -- 1998 $145,321 $ 110,000 66,350 $173,750 $125,992
Finance, Strategy and 1997 $137,091 100,000 0 $138,750 $ 98,800
Development
Alan R. Bender................ 1999 $169,060 $ 170,000(3) 37,567 $220,000 $158,197
Executive Vice President, 1998 $145,321 $ 110,000 38,175 $173,750 $125,992
General Counsel, and 1997 $137,091 $ 100,000 0 $138,750 $ 98,800
Secretary

---------------
(1) The shares awarded were of Western Wireless Common Stock, which are
restricted until predetermined performance goals are met, including
achieving levels of subscribers and achieving levels of cash flow (provided
that the Board may modify performance goals in its discretion). The value
shown is based upon the market value of Western Wireless Common Stock on the
date of grant. In addition to the grants reflected in the above table, in
2000 Messrs. Stapleton, Guthrie, Baumbaugh and Bender were granted 127,871,
51,475, 69,725 and 43,048 shares of VoiceStream Common Stock, respectively,
under the VoiceStream Restricted Stock Plan, valued at $16,455,463,
$6,624,215, $8,972,770 and $5,539,761, respectively. These shares are
restricted until predetermined performance goals are met.

(2) VoiceStream made payments to cover the taxes related to the grant of
restricted shares and paid matching contributions to VoiceStream's 401(k)
Profit Sharing Plan and Trust.

(3) Represents the aggregate bonuses paid by VoiceStream and Western Wireless,
of which 60% was paid by VoiceStream and 40% was paid by Western Wireless.

GRANTS OF STOCK OPTIONS

As part of the spin-off, each of Messrs. Stanton, Guthrie and Bender and
the then VoiceStream directors, excluding Messrs. Fok and Snook, received a
number of options to purchase Common Stock, based upon the number of options to
purchase Western Wireless Common Stock held by each individual prior to the
spin-off. Holders (including all Named Executive Officers) of vested options to
purchase Western Wireless Common Stock received an equal number of vested
options to purchase Common Stock which are governed by the

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VoiceStream 2000 Management Incentive Stock Option Plan. The exercise price was
allocated between the VoiceStream and Western Wireless options based upon the
respective trading prices of Common Stock and Western Wireless Common Stock
immediately following the spin-off. Holders of unvested options to purchase
Western Wireless Common Stock (including Messrs. Stapleton and Baumbaugh but
excluding Messrs. Stanton, Guthrie and Bender) surrendered them in exchange for
options to purchase Common Stock having an equivalent value. Because Messrs.
Stanton, Guthrie and Bender were executive officers of both VoiceStream and
Western Wireless after the spin-off, only a portion of their unvested options to
purchase Western Wireless Common Stock were exchanged for options to purchase
Common Stock.

The following table summarizes options granted during 1999 to each of the
Named Executive Officers.

[Enlarge/Download Table]

POTENTIAL REALIZABLE VALUE
PERCENTAGE OF AT ASSUMED ANNUAL RATES
TOTAL OPTIONS OF STOCK APPRECIATION FOR
GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS EMPLOYEES BASE PRICE ---------------------------
NAME GRANTED(1) IN FISCAL YEAR PER SHARE EXPIRATION DATE 5% 10%
---- ---------- -------------- ----------- ----------------- ------------ ------------

John W. Stanton........ 939 0.9% $11.32 December 31, 2009 $ 6,685 $ 16,941
Robert R. Stapleton.... 140,876 14.2% $11.32 January 1, 2009 $1,003,263 $2,542,465
Donald Guthrie......... 6,350 5.6% $11.32 January 1, 2009 $ 401,302 $1,016,979
Cregg R. Baumbaugh..... 75,134 7.6% $11.32 January 1, 2009 $ 535,075 $1,355,984
Alan R. Bender......... 37,567 3.8% $11.32 January 1, 2009 $ 267,537 $ 677,992

---------------
(1) These options have terms of ten years from the date of grant and become
exercisable as to 25% of the shares on the first anniversary and an
additional 25% every year thereafter until such options are fully
exercisable, provided that such officer remains continuously employed by
VoiceStream.

(2) Potential realizable value is based on an assumption that the stock price of
Common Stock on the date the option was granted appreciates at the annual
rate shown (compounded annually) from the date of grant until the end of the
option term. These numbers are calculated because of the requirements of the
SEC and do not reflect our estimate of future stock price performance.

AGGREGATE OPTION EXERCISES AND OPTION VALUES

The following table summarizes the exercise of options by each of the Named
Executive Officers in 1999 and the value of the options held by each of them on
December 31, 1999

[Enlarge/Download Table]

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ----------- -------------

John W. Stanton.............. (2) (2) 250 1,643 $ 33,266 $ 216,679
Robert R. Stapleton.......... 100,000 $9,312,606 509,731 281,751 $70,030,338 $37,266,885
Donald Guthrie............... 0 0 221,354 112,700 $30,545,270 $14,906,701
Cregg R. Baumbaugh........... 66,500 $3,791,713 170,731 150,267 $23,243,243 $19,875,645
Alan R. Bender............... 71,500 $4,244,887 141,243 75,134 $19,234,510 $ 9,937,890

---------------
(1) Except for the options granted to Mr. Stanton, the options were granted on
May 21, 1999, in respect of Western Wireless options that were granted on or
prior to January 1, 1999. Mr. Stanton was granted options as a director on
December 31, 1999. Dollar values were calculated by determining the
difference between the exercise price and $142.31, which was the last sale
price for our Common Stock as reported on the Nasdaq Stock Market on
December 31, 1999. The Named Executive Officers (other than Mr. Stanton)
have agreed to waive the change of control accelerated vesting provisions of
their unvested options to purchase Common Stock.

(2) During 1999, Theresa E. Gillespie, a Senior Executive Officer of Western
Wireless and the wife of Mr. Stanton, exercised 172,362 options for a value
of $15,552,768.

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DESCRIPTION OF THE RESTRICTED STOCK PLAN

The Restricted Stock Plan provides for the grant or sale of Common Stock to
key executives of VoiceStream and its subsidiaries or affiliates. The Common
Stock issued pursuant to the Restricted Stock Plan is subject to certain
restrictions, described below, that are imposed to promote the purposes of the
Restricted Stock Plan. The Restricted Stock Plan will be effective until May 3,
2009. The Board of Directors, subject to approval by the shareholders, has
approved the increase of the number of shares of Common Stock reserved for
issuance under the Restricted Stock Plan from 200,000 to 500,000. To date,
292,119 shares have been granted or sold to VoiceStream's key executives under
the Restricted Stock Plan. Of this number, the excess over 200,000 is subject to
shareholder approval of the increase in the number of shares of Common Stock
authorized for issuance pursuant to the Restricted Stock Plan.

The Restricted Stock Plan is administered by the Board of Directors, which
has the power and authority to administer and interpret the Restricted Stock
Plan, make all grants, offers, bonuses, and awards under the plan and adopt,
from time to time, such guidelines, rules, regulations, agreements, and
instruments for the administration of the plan as the Board of Directors deems
necessary or advisable.

Because the executives who may participate in the Restricted Stock Plan and
the number of shares granted or sold to them are determined by the Board of
Directors in its sole discretion, it is not possible to state the names or
positions of, or the number of shares that may be granted or sold to,
VoiceStream's executives in the future. The Board of Directors will designate
the key executives of VoiceStream, or any of its subsidiaries or affiliates
(including officers and directors of VoiceStream) engaged in activities that
further VoiceStream's objectives who will be eligible to obtain restricted
shares under the Restricted Stock Plan and the number of restricted shares to be
issued to each such executive. In addition, the Board of Directors will
determine the type and applicable restrictions, performance criteria, terms and
conditions of issuances to be made to such executives, and to determine when
issuances will be made to eligible executives.

A holder of restricted shares is required to sell to VoiceStream all of
such holder's shares that remain subject to the Restricted Stock Plan if one of
the following events occurs, or continues in effect, on or before the date all
restrictions on the shares have lapsed: (i) termination of the holder's
employment other than by reason of death or permanent and total disability; (ii)
a holder who is a non-employee director of VoiceStream, if nominated, fails or
refuses to stand for election or, if elected, fails to serve as such or resigns
as a director; or (iii) such other events as may be set forth in a restricted
stock offer. In such event, the repurchase price shall equal the original price
paid by the holder for such shares, and if there is no purchase price, then the
shares will be returned to VoiceStream without payment therefor.

DIRECTOR COMPENSATION

Each director of VoiceStream (other than Messrs. Guthrie and Stapleton)
received 939 stock options for serving on the Board of Directors in 1999. These
options have a ten-year term from the date of grant, December 31, 1999, and
become exercisable as to 25% of the shares on January 1, 2000, and an additional
25% every year thereafter until such options are fully exercisable, provided
that such director remains continuously on the Board. Options granted to Mr.
O'Toole are held for the benefit of Goldman Sachs, options granted to Mr. Nelson
are held for the benefit of Providence Equity Partners, Inc. and options granted
to Mr. Cohen are held for the benefit of Hellman & Friedman Partners II, L.P.
Directors are also reimbursed for their out-of-pocket expenses incurred in
connection with attendance at meetings of, and other activities relating to
serving on, the Board and any committees thereof. Mr. Evans is further
compensated $6,000 per quarter and $1,500 for each Board meeting he attends.

EMPLOYMENT AGREEMENTS

Mr. Stanton is the Chief Executive Officer of both VoiceStream and Western
Wireless. He has separate employment arrangements with each company. His
agreement with VoiceStream provides for an annual base salary of $500,000 and an
opportunity to earn an annual bonus, as determined by the Board of Directors, of
100% of that amount.
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Mr. Guthrie is an officer of both VoiceStream and Western Wireless and will
divide his time and responsibilities between the two companies but only has an
employment agreement with VoiceStream. Western Wireless has agreed to reimburse
VoiceStream for all executive compensation for Mr. Guthrie which is attributable
to time spent and services rendered for Western Wireless. His employment
agreement provides for an annual base salary of $250,000 and an opportunity to
earn an annual bonus, as determined by the Board of Directors, of 70% of that
amount.

Mr. Bender is an officer of VoiceStream, but he is not an officer or
employee of Western Wireless. His employment agreement provides for an annual
base salary of $225,000 and an opportunity to earn an annual bonus, as
determined by the Board of Directors, of 60% of that amount. From time to time,
Mr. Bender may render services to Western Wireless, and if he does so Western
Wireless has agreed to reimburse VoiceStream for the compensation paid to him
that is attributable to those services.

Messrs. Stapleton and Baumbaugh have employment agreements with VoiceStream
that provide for annual base salaries of $350,000 and $225,000, respectively,
and provide an opportunity to earn annual bonuses, as determined by the Board of
Directors, of 80% and 60%, respectively, of those amounts.

Each of the employment agreements of the Named Executive Officers also
provide that the contracting employee may be terminated by VoiceStream, at any
time, with or without cause (as such term is defined in the employment
agreements); however, in the event of an involuntary termination (as defined
therein) for other than cause (1) such executive officer will be entitled to
receive a severance payment in an amount equal to any accrued but unpaid
existing annual targeted incentive bonus through the date of termination, 12
months of such executive's then base compensation, and an amount equal to 12
months of such executive's existing annual targeted incentive bonus, (2) the
employer will, at its expense, make all specified insurance payment benefits on
behalf of such executive officer and his or her dependents for 12 months
following such involuntary termination and (3) with respect to any stock options
previously granted to each executive officer (except for Mr. Stapleton) that
remain unvested at the time of involuntary termination, there shall be immediate
vesting of that portion of each such grant of any unvested stock options equal
to the product of the total number of such unvested options under such grant
multiplied by a fraction, the numerator of which is the sum of the number of
days from the date on which the last vesting of options under such grant
occurred to and including the date of termination plus 365, and the denominator
of which is the number of days remaining from the date on which the last vesting
of options under such grant occurred to and including the date on which the
final vesting under such grant would have occurred absent the termination. Mr.
Stapleton's agreement provides for an immediate vesting of all options upon his
involuntary termination. Among other things, an executive officer's death or
permanent disability will be deemed an involuntary termination for other than
cause. In addition, each employment agreement provides for full vesting of all
stock options granted upon a change of control, as such term is defined in the
stock option agreements with the executive officer. Despite the foregoing
provision, however, the Named Executive Officers (other than Mr. Stanton) have
agreed to waive the change of control accelerated vesting provisions of their
unvested options to purchase Common Stock.

Pursuant to the terms of each of these employment agreements, each
executive officer agrees that during such executive officer's employment and for
one year following the termination of such executive officer's employment for
any reason, such executive officer will not engage in a business which is
substantially the same as or similar to the business of VoiceStream and which
competes within the applicable commercial mobile radio services markets serviced
by VoiceStream. Mr. Stanton's agreement provides that such prohibition shall not
preclude Mr. Stanton's investment in other companies engaged in the wireless
communications business or his ability to serve as a director of other companies
engaged in the wireless communications business, in each case subject to his
fiduciary duties as a director.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of VoiceStream's Board was formed on June 7,
1999. None of the members was at any time during 1999, or at any other time, an
officer or employee of VoiceStream.

Upon completion of the VoiceStream-Omnipoint merger, Hutchison
Telecommunications PCS (USA) and its affiliates purchased Common Stock and 2.5%
Convertible Junior Preferred Stock from VoiceStream
14

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for $807 million and exchanged shares of Omnipoint preferred stock that it had
purchased for $150 million for Common Stock. See "Certain Relationships and
Related Transactions." Hutchison Telecommunications PCS (USA) and its affiliates
beneficially own more than five percent of VoiceStream's voting securities and
are entitled to appoint four members of VoiceStream's Board of Directors. Mr.
Fok is a director designated by Hutchison Telecommunications PCS (USA).

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION (1)

The Compensation Committee is responsible for setting policy and overseeing
executive compensation. The Compensation Committee believes that the actions of
each executive officer have the potential to affect the short-term and long-term
performance of VoiceStream. Consequently, the Compensation Committee places
considerable importance on its task of designing and overseeing the executive
compensation program. The Compensation Committee annually reviews the
compensation programs of peer and competing companies to assess the
competitiveness of its compensation.

PHILOSOPHY AND OBJECTIVES FOR EXECUTIVE COMPENSATION. The purpose of
VoiceStream's executive compensation program is to: (i) increase shareholder
value, (ii) improve the overall performance of VoiceStream and (iii) attract,
motivate, reward and retain key executives.

The Compensation Committee believes that VoiceStream's executive
compensation should reflect each executive officer's qualifications, experience,
role and performance achievements, and VoiceStream's performance achievements.
In determining compensation levels, the Compensation Committee focuses on the
competitive environment of the wireless and telecommunications industry group,
considering the compensation practices, organization and performance of other
companies. The Compensation Committee also considers general industry trends in
the geographic markets that are relevant to its operations. Total cash
compensation (base salary plus annual cash incentives) and total direct
compensation (base salary plus annual cash incentives plus the expected value of
long-term incentives) should directly reflect the level of performance achieved
by VoiceStream and its executives. Within this overall philosophy, the
Compensation Committee's specific objectives are to: (i) offer compensation
which is competitive with other well-managed wireless and telecommunications
companies and reward superior performance with enhanced levels of compensation;
and (ii) provide variable compensation awards that are based on VoiceStream's
overall performance relative to corporate objectives, taking into account
individual contributions, teamwork and performance levels that help create value
for shareholders.

COMPONENTS OF EXECUTIVE COMPENSATION. The three primary components of
executive compensation are: (i) base salary, (ii) cash bonuses, and (iii)
long-term incentive awards.

BASE SALARY. Executive officers' base salaries are set at levels which
reflect their specific job responsibilities, experience, qualifications, and job
performance in the context of the competitive marketplace. Marketplace levels of
compensation are determined using compensation comparisons which reflect the
relevant segments of the market and include some of VoiceStream's peer group as
reflected in the Performance Graph, and other companies which, while not in the
peer group, are deemed appropriate comparisons for compensation purposes. Base
salaries are reviewed each year, with consideration for adjustments being based
on a combination of each executive officer's ongoing role, his or her job
performance and marketplace competitiveness.

CASH BONUSES. Awards under the bonus plan are based on the achievement of
quality, growth and operating cash flow targets and specific objective
performance goals. These goals are set for a one-year period. Performance goals
are set to represent a range of performance, with the level of associated
incentive award varying with different levels of performance achievement. The
Chief Executive Officer recommends bonuses to the Compensation Committee for
executive officers other than himself. Awards earned under the plan are

---------------

1 The report of the Compensation Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under either the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended (together, the "Acts"),
except to the extent that VoiceStream specifically incorporates such report by
reference; and further, such report shall not otherwise by deemed filed under
the Acts.
15

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contingent upon employment with VoiceStream through the end of the year, except
for payments made in the event of death, retirement, disability, or in the event
of a change in control. Bonus payments are presented in the Summary of
Compensation Table under the heading 'Bonus.'

LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided in the
stock options granted under the Management Incentive Stock Option Plan and
restricted stock granted under the Executive Restricted Stock Plan. The
restricted stock grants listed in the Summary of Compensation Table reflect
grants made to the Named Executive Officers in the calendar year 1999. Those
grants were based on the recommendations of the Chief Executive Officer (other
than with respect to himself).

CHIEF EXECUTIVE OFFICER COMPENSATION. The executive compensation policy
described above is applied in setting the Chief Executive Officer's
compensation. Mr. Stanton participated in the same base salary and cash bonus
compensation plans available to VoiceStream's other executive officers. Mr.
Stanton's compensation between May 3, 1999 and year-end was shared between
VoiceStream and Western Wireless. In 1999, Mr. Stanton earned a total base
salary of $295,000, of which 50% was paid by Western Wireless and 50% was paid
by VoiceStream. As of April 1, 2000, Mr. Stanton's annual base compensation to
be paid directly by VoiceStream was established at $500,000. Mr. Stanton's 1999
bonus was determined on the basis of VoiceStream's operating results versus
established goals and other objectives. During 1999, under Mr. Stanton's
leadership, VoiceStream successfully achieved the following key goals and
objectives. Mr. Stanton organized a process of separating VoiceStream and
Western Wireless into two public companies. VoiceStream grew its business at a
rate substantially above industry averages. VoiceStream's partnership
successfully participated in the FCC conducted auction, and VoiceStream
negotiated the acquisition of Omnipoint Corporation and Aerial Communications
Inc. and raised $1.4 billion in new equity investments. Finally, Mr. Stanton
reorganized the management team to better align its operations with the
strategic opportunities of its PCS businesses and retained all of VoiceStream's
key executives. The Compensation Committee determined that a total annual bonus
of $1,000,000 had been earned, of which $600,000 was paid by VoiceStream and
$400,000 was paid by Western Wireless. Mr. Stanton is a large shareholder of
VoiceStream and has, to date, declined to participate in VoiceStream's
Management Incentive Stock Option Plan except for option grants to all Board
members of 939 shares each in 1999.

POLICY ON DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal
Revenue Code of 1986, as amended, limits the tax deductibility by a company of
compensation in excess of $1 million paid to any of its five most highly
compensated executive officers. However, performance-based compensation that has
been approved by shareholders is excluded from the $1 million limit if, among
other requirements, the compensation is payable only upon attainment of
pre-established, objective performance goals and the board committee that
establishes such goals consists only of 'outside directors' as defined for
purposes of Section 162(m). All of the members of the Compensation Committee
qualify as 'outside directors.' The Compensation Committee intends to maximize
the extent of tax deductibility of executive compensation under the provisions
of Section 162(m) so long as doing so is compatible with its determinations as
to the most appropriate methods and approaches for the design and delivery of
compensation to VoiceStream's executive officers.

SUMMARY. The Compensation Committee believes that the mix of conservative
market-based salaries, significant variable cash incentives for both long-term
and short-term performance and the potential for equity ownership in VoiceStream
represents a balance that will motivate the executive management team to
continue to produce strong results. The Committee further believes this program
strikes an appropriate balance between the interests and needs of VoiceStream in
operating its business and appropriate rewards based on enhancement of
shareholder value.

Respectfully submitted,

Compensation Committee

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VOICESTREAM STOCK PERFORMANCE GRAPH

The following graph sets forth the change in the price of Common Stock from
the date it began trading to December 31, 1999 and compares that change to the
indices indicated.
[PERFORMANCE GRAPH]

[Download Table]

DATE VOICESTREAM NASDAQ TELECOM NASDAQ COMPOSITE NASDAQ 100
---- ----------- -------------- ---------------- ----------

5-May 25.000 25.000 25.000 25.000
13-May 30.831 25.720 25.469 25.270
21-May 26.675 24.807 24.859 24.520
2-Jun 26.923 23.993 23.994 24.058
10-Jun 28.784 24.839 24.509 24.328
18-Jun 29.776 25.510 25.286 25.576
28-Jun 28.536 25.201 25.671 26.023
7-Jul 31.328 24.845 27.058 27.144
15-Jul 34.057 25.955 28.008 28.172
23-Jul 37.841 24.865 26.558 26.696
2-Aug 44.603 23.649 25.880 26.265
10-Aug 37.096 21.346 24.563 25.093
18-Aug 40.322 23.373 26.216 26.874
26-Aug 42.183 23.858 27.369 28.033
3-Sep 45.285 23.908 28.045 29.070
14-Sep 57.258 24.257 28.293 29.253
22-Sep 67.493 24.433 28.193 29.154
30-Sep 61.258 23.339 27.088 27.924
8-Oct 75.495 25.856 28.473 29.634
18-Oct 66.500 23.870 26.526 27.393
26-Oct 84.614 25.557 27.733 28.602
3-Nov 90.817 27.953 29.874 30.995
11-Nov 96.215 30.225 31.538 33.049
19-Nov 95.346 32.531 33.235 35.125
30-Nov 91.562 30.664 32.908 34.404
8-Dec 96.339 32.530 35.373 36.693
16-Dec 98.261 33.644 36.646 38.644
27-Dec 120.408 35.914 39.214 41.731

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Goldman Sachs & Co. and its affiliates have a principal investment in
VoiceStream in the amount of 10,345,566 shares of Common Stock, representing
over four percent of its outstanding shares of Common Stock, and have the right
to designate a nominee for election to VoiceStream's Board of Directors. Terence
M. O'Toole, a managing director of Goldman Sachs & Co., is one of VoiceStream's
directors. VoiceStream has engaged in a number of transactions with Goldman
Sachs & Co., as described below.

Pursuant to a letter agreement dated October 7, 1998, VoiceStream engaged
Goldman Sachs & Co. to act as VoiceStream's financial advisor in connection with
the acquisitions of Omnipoint Corporation and Aerial Communications, Inc. As
VoiceStream's financial advisor, Goldman Sachs & Co. performed analyses and
issued fairness opinions to VoiceStream's Board of Directors in connection with
those acquisitions. In accordance with the letter agreement, VoiceStream paid
Goldman Sachs & Co. $14,000,000 upon consummation of the Omnipoint merger and
$6,000,000 upon consummation of the Aerial merger. In addition, VoiceStream
reimbursed Goldman Sachs & Co. for its reasonable out-of-pocket expenses,
including attorney's fees, and agreed to indemnify Goldman Sachs & Co. against
certain liabilities, including certain liabilities under the federal securities
laws, in connection with those transactions. Goldman Sachs & Co.'s out-
of-pocket expenses relating to the Omnipoint merger were approximately $197,830
and its out-of-pocket expenses with respect to the Aerial merger were
approximately $94,538.

Pursuant to a letter agreement dated July 21, 2000, VoiceStream engaged
Goldman Sachs & Co. to act as VoiceStream's financial advisor in connection with
the currently proposed merger with Deutsche Telekom. As VoiceStream's financial
advisor, Goldman Sachs & Co. performed analyses and issued a fairness opinion to
VoiceStream's Board of Directors in connection with that proposed acquisition.
In accordance with the letter agreement, VoiceStream has agreed to pay Goldman
Sachs & Co.'s $10 million on completion of the sale of shares of VoiceStream's
convertible voting preferred stock to Deutsche Telekom pursuant to a Stock

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Subscription Agreement between Deutsche Telekom and VoiceStream (which occurred
on September 6, 2000) and an additional $15 million on the date that
VoiceStream's shareholders vote to adopt the merger agreement with Deutsche
Telekom. VoiceStream has also agreed to pay Goldman Sachs & Co. a transaction
fee equal to $70 million upon completion of the merger with Deutsche Telekom,
against which transaction fee the $25 million paid in accordance with the
preceding sentence will be credited.

Finally, pursuant to a letter agreement dated May 8, 2000, VoiceStream
engaged Goldman Sachs & Co. to act as VoiceStream's financial advisor in
connection with the currently proposed merger with Powertel, Inc. ("Powertel").
As VoiceStream's financial advisor, Goldman Sachs & Co. performed analyses and
issued a fairness opinion to VoiceStream's Board of Directors in connection with
the proposed acquisition of Powertel. In accordance with the letter agreement,
VoiceStream has agreed to pay Goldman Sachs & Co. $10 million on completion of
the acquisition of Powertel.

With respect to both the Deutsche Telekom merger and the Powertel merger,
VoiceStream has agreed to reimburse Goldman Sachs & Co. for its reasonable
out-of-pocket expenses, including attorney's fees, and to indemnify Goldman
Sachs & Co. against certain liabilities, including certain liabilities under the
federal securities laws, in connection with those transactions.

With respect to each of the transactions described above, VoiceStream
selected Goldman Sachs & Co. as VoiceStream's financial advisor because it is a
nationally recognized investment banking firm that has substantial experience in
transactions similar to those transactions.

In November 1999, Goldman Sachs & Co. also acted as co-manager in the
private offering of $1.1 billion aggregate principal amount of VoiceStream's
10.375% senior notes due November 2009 and $720 million aggregate principal
amount of VoiceStream's 11.875% senior discount notes due November 2009. Goldman
Sachs & Co. received a fee of approximately $15 million in exchange for acting
as a co-manager in this private offering. In addition, Goldman Sachs Credit
Partners, L.P., an affiliate of Goldman Sachs & Co., has underwritten $500
million of VoiceStream's $3.25 billion credit facility.

Goldman Sachs & Co. provides a full range of financial, advisory and
brokerage services and, in the course of its normal trading activities, may from
time to time effect transactions and hold securities, including derivative
securities, of VoiceStream for its own accounts and for the accounts of
customers.

In June 1999 when VoiceStream and Omnipoint Corporation agreed to merge,
Hutchison Telecommunications and Hutchison Telecommunications PCS (USA) agreed
to purchase at the time of the Omnipoint merger shares of Common Stock for a
purchase price of $29 per share and shares of VoiceStream 2.5% Convertible
Junior Preferred Stock, for a purchase price of $100,000 per share. The total
purchase price of Common Stock and 2.5% Convertible Junior Preferred Stock was
$807 million. Before the Omnipoint merger, Hutchison Telecommunications PCS
(USA) purchased an aggregate of $150 million of Omnipoint Series A Preferred
Stock, which was exchanged at the closing of the Omnipoint merger for Common
Stock at a conversion price of $29 per share. VoiceStream 2.5% Convertible
Junior Preferred Stock is convertible into Common Stock at any time by Hutchison
Telecommunications PCS (USA) at $29 a share.

On August 26, 2000, VoiceStream entered into a merger agreement with,
Powertel. If that merger is completed, Powertel will become a wholly owned
subsidiary of VoiceStream. Sonera Corporation owns 13% of the outstanding
Powertel Common Stock.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires VoiceStream's directors and
executive officers, and persons who own more than 10% of the Common Stock, to
file with the Securities and Exchange Commission (the "SEC") initial reports of
beneficial ownership ("Forms 3") and reports of changes in beneficial ownership
of Common Stock and other equity securities of VoiceStream ("Forms 4 and Forms
5"). Officers, directors, and greater than 10% shareholders of VoiceStream are
required by SEC regulations to furnish to VoiceStream copies of all Section
16(a) reports that they file. To VoiceStream's knowledge, based solely on a
review of the copies of such reports furnished to VoiceStream and written
representations that no other reports were required, all Section 16(a) filing
requirements applicable to its officers, directors, and greater than 10%
beneficial owners were complied with for the year ended December 31, 1999,
except that Mr. Snook failed to file one Form 5 on a timely basis.

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VOICESTREAM PROPOSALS

1. ELECTION OF DIRECTORS

At the Annual Meeting, the Board of Directors will request that the
shareholders elect the following persons to serve as Directors of VoiceStream
until the next annual meeting of shareholders and until their respective
successors are elected and qualified.

John W. Stanton
Mitchell R. Cohen
Daniel J. Evans
Jonathan M. Nelson
Terrence M. O'Toole
Robert R. Stapleton
Douglas G. Smith
Donald Guthrie
Richard L. Fields
Canning Fok
James N. Perry, Jr.
James J. Ross
Frank J. Sixt
Kaj-Erik Relander
Hans Snook
Susan M.F. Woo Chow

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE

2. RATIFICATION OF SELECTION OF AUDITORS

At the Annual Meeting, the Board of Directors will request that the
shareholders ratify its selection of Arthur Andersen LLP to serve as
VoiceStream's independent auditors, to examine the consolidated financial
statements of VoiceStream for the year ending December 31, 2000. Arthur Andersen
LLP examined the consolidated financial statements of VoiceStream for the year
ended December 31, 1999. Representatives of Arthur Andersen LLP will be present
at the Annual Meeting to make a statement if they desire to do so and respond to
questions by shareholders. The affirmative vote of a majority of the total
number of votes attributable to all shares represented at the meeting is
required for the ratification of the Board's selection of Arthur Andersen LLP as
VoiceStream's independent auditors for the fiscal year ending December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS OF VOICESTREAM.

3. INCREASE NUMBER OF SHARES AUTHORIZED UNDER THE EXECUTIVE RESTRICTED STOCK
PLAN

At the Annual Meeting, the Board of Directors will request that the
shareholders approve an increase in the amount of shares authorized under the
Executive Restricted Stock Plan (the "Restricted Stock Plan") from 200,000 to
500,000 in order to allow VoiceStream to grant bonuses in the form of
VoiceStream's Common Stock to key executives of VoiceStream as part of its
overall compensation package. The Board of Directors believes that the ability
to award such stock bonuses and make such sales pursuant to this Restricted
Stock Plan are essential to attract and retain the best available personnel for
positions of substantial responsibility, to encourage ownership of Common Stock
by executives of VoiceStream and its subsidiaries and affiliates, and to promote
VoiceStream's success. The affirmative vote of a majority of the total number of
votes attributable to all shares of Common Stock represented at the meeting is
required to increase the number of shares of Common Stock reserved for issuance
pursuant to the Restricted Stock Plan. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE APPROVAL OF THE INCREASE IN THE NUMBER OF SHARES RESERVED FOR ISSUANCE
UNDER THE RESTRICTED STOCK PLAN.

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OTHER BUSINESS

It is not intended by the Board of Directors to bring any other business
before the meeting, and so far as is known to the Board, no matters are to be
brought before the meeting except as specified in the notice of the meeting.

However, as to any other business which may properly come before the
meeting, it is intended that proxies, in the form enclosed, will be voted in
respect thereof, in accordance with the judgment of the persons voting such
proxies.

SHAREHOLDER PROPOSALS

VoiceStream anticipates holding its next Annual Meeting of Shareholders on
June 12, 2001. Shareholder proposals to be presented at VoiceStream's next
Annual Meeting of Shareholders and included in VoiceStream's Proxy Statement
relating to such meeting must be received by VoiceStream at its executive
offices at 3650 131st Avenue SE, Bellevue, Washington 98006, Attention:
Corporate Secretary, no later than a reasonable period of time prior to the date
VoiceStream's Proxy Statement relating to such meeting is mailed to
VoiceStream's Shareholders.

VOICESTREAM WIRELESS CORPORATION
By Order of the Board of Directors

/s/ ALAN R. BENDER
Alan R. Bender
Secretary

Bellevue, Washington
October 3, 2000

VOICESTREAM HAS SENT A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999, INCLUDING FINANCIAL STATEMENTS TO EACH OF ITS
SHAREHOLDERS OF RECORD ON AUGUST 31, 2000, AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE. IF YOU HAVE NOT RECEIVED YOUR COPY, VOICESTREAM WILL PROVIDE A COPY
WITHOUT CHARGE (A REASONABLE FEE WILL BE CHARGED FOR EXHIBITS), UPON RECEIPT OF
WRITTEN REQUEST THEREFOR MAILED TO:

INVESTOR RELATIONS
VOICESTREAM WIRELESS CORPORATION
3650 131ST AVENUE SE
BELLEVUE, WASHINGTON 98006
(425) 653-4600

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DIRECTIONS TO THE
ANNUAL MEETING OF SHAREHOLDERS OF
VOICESTREAM WIRELESS CORPORATION
AT THE OFFICES OF
PRESTON, GATES & ELLIS LLP
701 FIFTH AVENUE, SUITE 5000
SEATTLE, WASHINGTON
(206)623-7580

FROM INTERSTATE 5 NORTHBOUND

Take the Madison Street Exit
Turn left on Madison to Fifth Avenue
Go straight two blocks on Fifth Avenue to Columbia Street

FROM INTERSTATE 5 SOUTHBOUND

Take the James/Columbia Street Exit
Turn right on Columbia and go one block to Fifth Avenue

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PROXY

FOR THE ANNUAL MEETING OF SHAREHOLDERS

VOICESTREAM WIRELESS CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John W. Stanton and Alan R. Bender
(collectively, the "Proxies"), and each of them acting individually, with full
power of substitution, as proxies to vote the shares which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of VoiceStream to be held
at the offices of Preston, Gates & Ellis LLP, Seattle, Washington, on Wednesday,
October 25, 2000 at 9:00 a.m. (Pacific Time) and at any adjournments thereof.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

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Please mark
your votes as / X /
indicated in
this example.

1. ELECTION OF DIRECTORS

(Instruction: To withhold authority to vote for any individual nominee, strike
that nominee's name below.)

Nominees: John W. Stanton Mitchell L. Cohen
Daniel J. Evans Jonathan M. Nelson
Terence M. O'Toole Robert R. Stapleton
Douglas G. Smith Donald Guthrie
Richard L. Fields Canning K.N. Fok
James N. Perry, Jr. James J. Ross
Susan M.F. Woo Chow Frank J. Sixt
Kaj-Erik Relander Hans Snook

FOR WITHHOLD
all nominees AUTHORITY
except as marked to to vote for
the contrary below nominees listed

/ / / /

2. Proposal to ratify the selection of Arthur Andersen LLP as
VoiceStream's independent auditors for 2000.

FOR AGAINST ABSTAIN

/ / / / / /

3. Proposal to increase the number of shares under the Executive
Restricted Stock Plan to 500,000.

FOR AGAINST ABSTAIN

/ / / / / /

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

This proxy when properly signed will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

Signature(s)____________________________________________________Date____________

IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.

--------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	12/31/09	15
	5/3/09	16
	1/1/09	15
	6/12/01	23
	1/1/01	12
	12/31/00	22		10-K405, 4, 5
For Period End:	10/25/00	2	25
Filed on:	10/3/00	2	23	3
	9/6/00	5	21	8-K
	8/31/00	3	23	8-K
	8/26/00	5	21	8-K
	7/23/00	5		3, 8-K
	7/21/00	20
	5/8/00	21
	5/4/00	9		8-K
	4/1/00	19
	2/25/00	9		3, 3/A, 8-K, S-8, S-8 POS
	1/1/00	12	16
	12/31/99	15	23	10-K405, 10-K405/A
	6/7/99	17
	5/21/99	15
	5/3/99	19
	1/1/99	15
	10/7/98	20
				List all Filings

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Filing Submission 0000891020-00-001747 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

T Mobile USA – ‘DEF 14A’ for 10/25/00

On: Tuesday, 10/3/00, at 10:41am ET · For: 10/25/00 · Accession #: 891020-0-1747 · File #: 0-29667

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents