8-K 1 v75538e8-k.txt FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2001 OMNIPOINT CORPORATION ------------------------------------------------- (Exact Name of Registrant as Specified in Charter) WASHINGTON ------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-27442 04-2969720 ---------------------------- --------------------------------- (Commission File Number) (IRS Employer Identification No.) 12920 - 38th STREET S.E., BELLEVUE, WASHINGTON 98006 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (425) 378-4000 -------------- ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) 2 Item 4. Changes in Registrant's Certifying Accountant. (a) Previous Independent Accountants On August 29, 2001, Omnipoint Corporation ("Omnipoint") dismissed Arthur Andersen LLP ("Andersen") as its independent accountant. The audit report of Andersen on the consolidated financial statements of Omnipoint and subsidiaries for the year ended December 31, 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The decision to change the independent audit firm was recommended by Omnipoint's Audit Committee and approved by Omnipoint's Board of Directors. During the year ended December 31, 2000, and the subsequent interim period through August 29, 2001, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Andersen's satisfaction, would have caused them to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such years. During the past fiscal year and through August 29, 2001, Andersen has not advised Omnipoint of any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934). Omnipoint requested that Andersen furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above and, if not, stating the respects in which it does not agree. A copy of such letter is attached hereto as Exhibit 16.1 and is incorporated herein by reference. (b) New Independent Accountants Omnipoint engaged PricewaterhouseCoopers LLP ("PwC") as its new independent accountant as of August 29, 2001. During the two years ended December 31, 2000 and through August 29, 2001, Omnipoint has not consulted with PwC regarding any matters specified in Items 304(a)(2)(i) or (ii) of Regulation S-K under the Securities Exchange Act of 1934. Omnipoint has authorized Andersen to respond fully to any inquiries from PwC relating to its engagement as Omnipoint's independent accountant. Item 7. Financial Statements and Exhibits. (c) Exhibits 16.1 Letter from Arthur Andersen LLP re Change in Certifying Accountant 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OMNIPOINT CORPORATION Dated: August 31, 2001 By: /s/ David A. Miller --------------------------------------------------------- David A. Miller Vice President of Legal Affairs

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) AUGUST 15, 2001

OMNIPOINT CORPORATION (Exact Name of Registrant as Specified in Charter)

Delaware		001-14419		04-2969720
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12920 SE 38th Street, Bellevue, Washington		98006
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (425) 378-4000

Not Applicable (Former Name or Former Address, if Changes Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Exhibits
SIGNATURES
Exhibit List
Exhibit 99.1
Exhibit 99.2

Item 5. Other Events.

On August 15, 2001, Omnipoint Corporation, a Delaware corporation and a subsidiary of VoiceStream Wireless Corporation, a Delaware corporation, issued notices of redemption to redeem on September 14, 2001 (the “Redemption Date”), all of its outstanding 11 5/8% Senior Notes due 2006 at a redemption price of 105.81%, together with accrued and unpaid interest to the Redemption Date, and all of its 11 5/8% Series A Senior Notes due 2006 at a redemption price of 105.81%, together with accrued and unpaid interest to the Redemption Date. The aggregate principle amount of 11 5/8% Senior Notes and 11 5/8% Series A Senior Notes outstanding is $4,582,000.

Additional information about the transactions is included in the Notice of Redemption relating to the 11 5/8% Senior Notes due 2006 attached hereto as exhibit 99.1 and the Notice of Redemption relating to the 11 5/8% Series A Senior Notes due 2006 attached hereto as exhibit 99.2, each of which is incorporated herein by reference.

Item 7. Exhibits

Exhibit No.
99.1		Notice of Redemption relating to the Senior Notes due 2006.
99.2		Notice of Redemption relating to the Series A Senior Notes due 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				OMNIPOINT CORPORATION (Registrant)
Date August 17, 2001		By		/s/ Donald Guthrie (Signature) Donald Guthrie, Vice Chairman

Exhibit List

Exhibit No.		Description
99.1		Notice of Redemption, dated as of August 15, 2001, issued by the Company pursuant to the provisions of the Indenture, dated August 27, 1996, between the Company and HSBC Bank USA (formerly known as Marine Midland Bank), as Trustee
99.2		Notice of Redemption, dated as of August 15, 2001, issued by the Company pursuant to the provisions of the Indenture, dated December 2, 1996, between the Company and HSBC Bank USA (formerly known as Marine Midland Bank), as Trustee

Table of Contents

Table of Contents

Table of Contents

Filing Compare · OMNIPOINT CORP \DE\