T Mobile USA · S-4 · On 5/24/00 · EX-99.4

Filed On 5/24/00 2:51pm ET   ·   SEC File 333-37712   ·   Accession Number 891020-0-1136

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      6K 
 6: EX-23.3     Consent of Experts or Counsel                          1      5K 
 7: EX-25.1     Statement of 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     10K 
11: EX-99.4     Miscellaneous Exhibit                                  5     24K 

EX-99.4   —   Miscellaneous Exhibit

EX-99.4
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                                                                    EXHIBIT 99.4

VOICESTREAM WIRELESS CORPORATION
EXCHANGE OFFER FOR
ANY AND ALL OF THE OUTSTANDING
11 5/8% SENIOR NOTES DUE 2006 
AND 
11 5/8% SERIES A NOTES DUE 2006 
OF
OMNIPOINT CORPORATION 
IN EXCHANGE FOR 
10 3/8% SENIOR NOTES DUE 2009 
OF
VOICESTREAM WIRELESS CORPORATION
AND SOLICITATION OF CONSENTS
TO PROPOSED AMENDMENTS TO THE INDENTURES RELATED TO THE OMNIPOINT NOTES 

                                                                    May --, 2000

To our Clients:                                                                 

Enclosed for your consideration is the Prospectus (as amended or      
supplemented from time to time, the "Prospectus") and a form of Consent and     
Letter of Transmittal (as it may be amended or supplemented from time to time,  
the "Consent and Letter of Transmittal" and, together with the Prospectus, the  
"Offer Documents"), relating to the offers (the "Offers") by VoiceStream        
Wireless Corporation, a Delaware corporation (the "Offeror"), to exchange its   
10 3/8% Senior Notes due 2009 for any and all 11 5/8% Senior Notes due 2006 and 
11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the     
"Notes").                                                                       

Concurrently with the Offers, the Offeror is soliciting (the          
"Solicitations") consents (the "Consents") from registered holders of Omnipoint 
Notes to the adoption of certain proposed amendments (the "Proposed Amendments")
to the Indentures governing the Notes. The Offeror has offered to pay to each   
holder of Omnipoint Notes who validly tenders and delivers Consents to the      
Proposed Amendments to the Indentures relating to the Notes (and does not revoke
such Consent) at or prior to 5:00 p.m., New York City time, on the Consent Date,
the applicable Consent Payment, with such payment to be made on the applicable  
Payment Date, if, but only if, such Notes are accepted for payment pursuant to  
the terms of the Offers.                                                        

   All capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Prospectus.                                       

The materials relating to the Offers and the Solicitations are being  
forwarded to you as the beneficial owner of Notes carried by us for your account
or benefit but not registered in your name. A tender of any Notes and delivery  
of the related Consents with respect to any such Notes may only be made by us as
registered Holder and pursuant to your instructions. Therefore, the Offeror     
urges beneficial owners of Notes registered in the name of a broker, dealer,    
commercial bank, trust company or other nominee to contact such Holder promptly 
if they wish to tender Notes pursuant to the Offers and deliver Consents        
pursuant to the Solicitations.                                                  

   Accordingly, we request instructions as to whether you wish us to tender,
and deliver a Consent with respect to, any or all of the Notes held by us for   
your account. We urge you to read carefully the Prospectus and the related      
Consent and Letter of Transmittal before instructing us to tender your Notes and
to provide the related Consents with respect to such Notes. Your instructions to
us should be forwarded as promptly as possible in order to permit us to tender  
Notes and to provide the related Consents on your behalf in accordance with the 
provisions of the applicable Offer and Solicitation. Each Offer will expire at  
5:00 p.m., New York City time, on June   , 2000, unless the applicable          
Expiration Date is extended as provided in the Prospectus. Tenders of Notes may 
be withdrawn at any time at or prior to 5:00 p.m., New York City time, on the   
Consent Date but not thereafter unless Consents are not received for a majority 
of each series of Omnipoint Notes, in                                           

EX-99.4
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which case tendered Omnipoint Notes may be withdrawn before the offer expires. A
valid revocation of Consents will render a tender of Notes defective. A         
withdrawal of tendered Notes at or prior to 5:00 p.m., New York City time, on   
the Consent Date will be deemed a revocation of the related Consents.           

Your attention is directed to the following:                          

1. The Offers are for all outstanding Notes.                

         2. Holders who desire to tender their Omnipoint Notes pursuant to the
    Offers and receive the Consent Payment are required to deliver Consents to
     the Proposed Amendments to the Indenture relating to such Notes at or prior
to 5:00 p.m., New York City time, on the Consent Date.                

   3. If you desire to tender any Notes pursuant to the Offers and
     receive the Consent Payment we must receive your instructions in ample time
to permit us to effect a tender of the Notes and deliver the related  
  Consents on your behalf at or prior to 5:00 p.m., New York City time, on
the Consent Date.                                                     

    4. Any transfer taxes incident to the transfer of Notes from the
tendering Holder to the Offeror will be paid by the Offeror, except as
   provided in the Prospectus and the instructions to the Consent and Letter
of Transmittal.                                                       

   IF YOU WISH TO HAVE US TENDER AND DELIVER CONSENTS WITH RESPECT TO ANY OR
ALL OF YOUR NOTES HELD BY US FOR YOUR ACCOUNT OR BENEFIT PURSUANT TO THE OFFERS 
AND SOLICITATIONS, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING 
TO US THE ATTACHED LETTER OF INSTRUCTIONS. The accompanying Consent and Letter  
of Transmittal is furnished to you for informational purposes only and may not  
be used to tender Notes held by us and registered in our name for your account  
or to deliver Consents.                                                         

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EX-99.4
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LETTER OF INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offers and Solicitations by        
VoiceStream Wireless Corporation with respect to 11 5/8% Senior Notes due 2006  
and 11 5/8% Series A Notes due 2006 of Omnipoint Corporation (collectively, the 
"Notes").                                                                       

   This will instruct you to tender the Notes, and deliver the undersigned's
Consents with respect to the principal amount of the Notes indicated below held 
by you for the account or benefit of the undersigned, pursuant to the terms of  
and conditions set forth in the Prospectus dated May --, 2000 and the related   
Consent and Letter of Transmittal.                                              

                                                        [Enlarge/Download Table]
                                                                                      
--------------------------------------------------------------------------------------
                       OMNIPOINT NOTES WHICH ARE TO BE TENDERED                       
                       AND FOR WHICH CONSENTS TO THE APPLICABLE                       
                         PROPOSED AMENDMENTS ARE TO BE GIVEN:                         
--------------------------------------------------------------------------------------
PRINCIPAL AMOUNT                            PRINCIPAL AMOUNT OF                       
OF SENIOR NOTES                             SERIES A NOTES                            
--------------------------------------------------------------------------------------

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

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

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

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

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

                                      ------------------------------------------
 Name:

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 
NUMBER ON SUBSTITUTE FORM W-9 

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE         
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.  
000-00-0000. Employer identification numbers have nine digits separated by only 
one hyphen: i.e. 00-0000000. The table below will help determine the number to  
give the payer.                                                                 

                                                                [Download Table]
                                                                
----------------------------------------------------------------
              FOR THIS TYPE OF ACCOUNT:  GIVE THE               
                                         SOCIAL SECURITY        
                                         NUMBER OF:             
----------------------------------------------------------------
----------------------------------------------------------------
              FOR THIS TYPE OF ACCOUNT:  GIVE THE EMPLOYER      
                                         IDENTIFICATION         
                                         NUMBER OF:             
----------------------------------------------------------------

                                                                [Download Table]
                                                                
 1.   An individual's account            The individual.        

 2.   Two or more individuals (joint     The individual owner of
      account)                           the account or, if     
                                         combined funds, the    
                                         first individual on the
                                         account(1)             

 3.   Custodian account of a minor       The minor(2)           
      (Uniform Gift to Minors Act)                              

 4.   a. The usual revocable savings     The grantor-trustee(1) 
      trust account (grantor is also                            
         trustee)                                               

      b. So-called trust account that    The actual owner(1)    
      is not a legal or valid trust                             
         under State law                                        

 5.   Sole proprietorship account        The owner(3)           

 6.   A valid trust estate, or pension   The legal entity (Do   
      trust                              not furnish the        
                                         identifying number of  
                                         the personal           
                                         representative or      
                                         trustee unless the     
                                         legal entity itself is 
                                         not designated in the  
                                         account title.)(4)     

 7.   Corporate account                  The corporation        

 8.   Religious, charitable, or          The organization       
      educational organization account                          

 9.   Partnership account                The partnership        

10.   Association, club or other         The organization       
      tax-exempt organization                                   

11.   A broker or registered nominee     The broker or nominee  

12.   Account with the Department of     The public entity      
      Agriculture in the name of a                              
      public entity (such as a State or                         
      local government school district                          
      or prison) that receives                                  
      agricultural program payments                             

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

(1) List first and circle the name of the person whose number you furnish. If   
only one person on a joint account has a social security number, that   
person's number must be furnished.                                      

(2) Circle the minor's name and furnish the minor's social security number.     

(3) You must show your individual name. You may also enter your business or     
    "doing business as" name. You may use either your social security number or,
if you have one, your employer identification number.                   

(4) List first and circle the name of the legal trust, estate or pension trust. 

NOTE: If no name is circled when there is more than one name listed, the number 
will be considered to be that of the first name listed.                         

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION 
NUMBER ON SUBSTITUTE FORM W-9 

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OBTAINING A NUMBER                                                              
If you do not have a taxpayer identification number or you don't know your      
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and  
apply for a number. You may also obtain Form SS-4 by calling the IRS at         
1-800-TAX-FORM.                                                                 

PAYEES EXEMPT FROM BACKUP WITHHOLDING                                           

Payees specifically exempted from backup withholding on ALL payments include the
following:                                                                      
-   An organization exempt from tax under section 501(a), or an individual      
retirement account.                                                     
-   The United States or any wholly-owned agency or instrumentality thereof.    
-   A State, the District of Columbia, a possession of the United States or any 
political subdivision or wholly-owned agency or instrumentality thereof.
-   A foreign government, a political subdivision of a foreign government, or   
any wholly-owned agency or instrumentality thereof.                     
-   An international organization or any wholly-owned agency or instrumentality 
thereof.                                                                

 Payees specifically exempted from backup withholding on interest and dividend
payments include the following:                                                 
-   A corporation.                                                              
-   A financial institution.                                                    
-   A dealer in securities or commodities required to register in the U.S., the 
District of Columbia, or a possession of the U.S.                       
-   A real estate investment trust.                                             
-   A common trust fund operated by a bank under section 584(a)                 
-   An exempt charitable remainder trust, or a non-exempt trust described in    
section 4947.                                                           
-   An entity registered at all times during the tax year under the Investment  
Company Act of 1940.                                                    
-   A foreign central bank of issue.                                            
-   A middleman known in the investment community as a nominee or who is listed 
in the most recent publication of the American Society of Corporate     
Secretaries, Inc. Nominee List.                                         

 Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:                                              
-   Payments to nonresident aliens subject to withholding under section 1441.   
-   Payments to partnerships not engaged in a trade or business in the U.S. and 
which have at least one nonresident partner.                            
-   Payments of patronage dividends not paid in money.                          
-   Payments made by certain foreign organizations.                             
-   Section 404(k) payments made by an ESOP.                                    

  Payments of interest not generally subject to backup withholding including the
following:                                                                      
-   Payments of interest on obligations issued by individuals.                  
  Note: You may be subject to backup withholding if this interest is $600 or
    more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.  
-   Payments of tax-exempt interest (including exempt-interest dividends under  
section 852).                                                           
-   Payments described in section 6049(b)(5) to non-resident aliens.            
-   Payments on tax-free covenant bonds under section 1451.                     
-   Payments made by certain foreign organizations.                             

Exempt payees described above should file the Substitute Form W-9 to avoid      
possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE    
PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED        
"EXEMPT" IN PART II OF THE SUBSTITUTE FORM W-9 AND RETURN IT TO THE PAYER.      

Certain payments other than dividends that are not subject to information   
reporting are also not subject to backup withholding. For details, see sections 
6041, 6041A(a), 6045, 6050A, 6050N and the regulations thereunder.              

PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend, interest 
or other payments to give taxpayer identification numbers to payers who must    
report the payments to the IRS. The IRS uses the numbers for identification     
purposes and to help verify the accuracy of tax returns. The IRS also may       
provide this information to the Department of Justice for civil and criminal    
litigation and to cities, states, and the District of Columbia to carry out     
their tax laws. Payers must be given the number whether or not recipients are   
required to file tax returns. Payers must generally withhold 31% of taxable     
interest, dividends and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.    

PENALTIES                                                                       

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail 
to furnish your taxpayer identification number to a payer, you are subject to a 
penalty of $50 for each such failure unless your failure is due to reasonable   
cause and not to willful neglect.                                               

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you    
make a false statement with no reasonable basis which results in no imposition  
of backup withholding, you are subject to a penalty of $500.                    

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying          
certifications or affirmations may subject you to criminal penalties including  
fines and/or imprisonment.                                                      

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX 
CONSULTANT OR THE INTERNAL REVENUE SERVICE.