SC 13D/A 1 a2050308zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) VoiceStream Wireless Corporation -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 928615103 -------------------------------------- (CUSIP Number) Kaj-Erik Relander Sonera Corporation Teollisuuskatu 15 P.O. Box 106, FIN-00051 Helsinki, Finland +358-204-01 -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) May 9, 2001 -------------------------------------- (Date of Event which requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. -------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 2 of 9 -------------------------------------------------------------------------------- ------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sonera Corporation ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] ------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC ------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Finland ------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 15,675,773 SHARES ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 15,675,773 WITH ------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,675,773 ------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% ------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------

-------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 3 of 9 -------------------------------------------------------------------------------- ------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sonera Holding, B.V. ------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] ------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC ------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] ------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands ------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 5,471,930 SHARES ------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 5,471,930 WITH ------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,471,930 ------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% ------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------

-------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 4 of 9 -------------------------------------------------------------------------------- --------------------------- The Filing Persons hereby amend the Schedule 13D originally filed on March 2, 2000 and amended on May 25, 2000, August 10, 2000, September 21, 2000 and May 24, 2001, as set forth in this Amendment No. 5, which relates to the common stock of VoiceStream Wireless Corporation, a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings given to them in the Schedule 13D as originally filed. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is being filed by Sonera Corporation, a Finnish limited liability company ("Sonera") and its wholly owned subsidiary Sonera Holding B.V. ("Sonera B.V."). The members of the board of directors of Sonera, and their principal occupation or employment, are: Tapio Hintikka............................. Chairman Jussi Lansio............................... Vice Chairman Jorma Laakkonen............................ Director Eva Liljeblom.............................. Director Roger Talermo.............................. Director Esa Tihila................................. Director Tom von Weymarn............................ Director Tapio Vaahtokivi........................... Director, employee representative Kari Vilkman............................... Director, employee deputy representative

TAPIO HINTIKKA, M.Sc. (Eng.) has been the chairman of the board of directors since March 2001. Mr. Hintikka has been the President and CEO of Hackman Group since 1997. In addition, Mr. Hintikka is a member of the board of directors of Onninen, the Federation of Finnish Metal and Engineering Industries and Design Forum Finland, among others. He was a member of the supervisory board of Sonera prior to its abolishment in March 2001. JUSSI LANSIO has been a member of the board of directors of Sonera since March 2000 and was elected as the vice chairman of the board March 2001. Mr. Lansio is the Managing Director of Oyj Hartwall Abp. In addition, Mr. Lansio is a member of the board of directors of Metsa Tissue Corporation. JORMA LAAKKONEN, LL.M. has been a member of the board of directors since March 2001. Mr. Laakkonen has retired from MeritaNordbanken where he worked as a Senior Advisor. EVA LILJEBLOM, Ph.D. (Econ.) has been a member of the board of directors since March 2001, Ms. Liljeblom has served as a Professor in Finance at the Swedish School of Economics and Business Administration in Helsinki since 1993. ROGER TALERMO, B.Sc. (Econ.) has been a member of the board of directors since March 2001. Mr. Talermo has been the President and CEO of Amer Group Plc since 1996. In addition, Mr. Talermo is a member of the board of directors of Suunto Oy, Atomic Austria GmbH and Amer Tobacco Ltd, among others. -------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 5 of 9 -------------------------------------------------------------------------------- ESA TIHILA, MBA, has been a member of the board of directors since March 2001. Mr. Tihila has been the Group Executive Director of ICL EMEA since April 2001. In addition, Mr. Tihila is a member of the board of directors of Nice Business Solutions Finland Oy and ICL Invia Oyj. TOM VON WEYMARN, M. Sc. (Eng.), has been a member of the board of directors since March 2001. Mr. von Weymarn has been the CEO of Oy Rettig Ab since 1998. TAPIO VAAHTOKIVI has been an employee representative on the board of directors since 1998, prior to the demerger, he was an employee representative on the board of directors of Telecom Finland. Mr. Vaahtokivi is the chairman of Telecommunications Union, a labor union for telecommunications employees. Mr. Vaahtokivi holds a Bachelor of Science degree in Engineering. KARI VILKMAN has been an employee representative on the board of directors since 1998, prior to the demerger, he was an employee representative on the board of directors of Telecom Finland. On April 5, 2001, Mr. Vilkman was nominated as the personal deputy representative of Mr. Vaahtokivi. Mr. Vilkman holds a Technician's degree in Telecommunciations. Corporate Management Group: Kaj-Erik Relander.......................... President and chief executive officer Aimo Eloholma.............................. Executive vice president Juha Varelius.............................. Executive vice president Kim Ignatius............................... Executive vice president Harri Hollmen.............................. Executive vice president Jari Jaakkola.............................. Executive vice president Jaako Nevanlinna........................... Senior Vice President Aimo Olkkonen.............................. Senior Vice President Niklas Sonkin.............................. Senior Vice President Anni Vepsalainen........................... Senior Vice President

KAJ-ERIK RELANDER is the president and chief executive officer of Sonera and previously served as Sonera's deputy chief executive officer. Prior to joining Sonera in 1994, Mr. Relander worked for SITRA, a Finnish private equity fund. AIMO ELOHOLMA is the executive vice president of Sonera responsible for telecom operations. Mr. Eloholma joined Sonera in 1974 and he has held a number of positions in various fields of operation, including data communications, business development and sales and marketing. JUHA VARELIUS is the executive vice president of Sonera responsible for Sonera Services and Mobile Operations in the Mobile & Media business area. Mr. Varelius joined Sonera in 1993. Prior to joining Sonera, Mr. Varelius worked for KPMG Wideri Oy. -------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 6 of 9 -------------------------------------------------------------------------------- KIM IGNATIUS is the executive vice president and chief financial officer of Sonera. Prior to joining Sonera on April 1, 2000, Mr. Ignatius worked for Tamro Group, a Nordic company distributing pharmaceuticals, and marketing and distributing medical and laboratory equipment and supplies. HARRI HOLLMEN is the executive vice president of Sonera responsible for Sonera international mobile operations and Sonera plaza, an online service provider. Prior to joining Sonera on April 10, 2000, Mr. Hollmen worked for Leonia Group, a Finnish bank. JARI JAAKKOLA is the execuitve vice president of Sonera responsible for Corporate Communications & IR. Prior to joining Sonera on August 1997, Mr. Jaakkola worked for Metsa-Serla Corporation, Kauppamainos Bozell Advertising Agency and Rauma-Repola Corporation. JAAKO NEVANLINNA is the senior vice president of Sonera and the Managing Director of Sonera Carrier Networks Ltd. AIMO OLKKONEN is the senior vice president of Sonera, responsible for international mobile communications business. NIKLAS SONKIN is the senior vice president of Sonera, responsible for strategy and corporate development function. ANNI VEPSALAINEN is the senior vice president of Sonera responsible for domestic mobile communications business. (b), (c) and (f) The address of Sonera and its directors and executive officers is Teollisuuskatu 15, P.O. Box 106, FIN-00051, Helsinki, Finland. Sonera is a limited liability company organized under the laws of the Republic of Finland. Each director and executive officer of Sonera is a citizen of the Republic of Finland. Sonera's principal business is telecommunications. The address of Sonera B.V. and its directors and executive officers is Rivium Quadrant 58, [2909 LC] Cabelle aan den IJssel, the Netherlands. Sonera B.V. is a limited liability company organized under the laws of the Netherlands. The managing directors of Sonera B.V. are Jacques Andre Martin Bruins Slott (a citizen of the Netherlands), Maire Laitinen (a citizen of the Republic of Finland), Aimo Olkkonen (a citizen of the Republic of Finland) and Reetta-Leena Rossi-Luck (a citizen of the Republic of Finland). Sonera B.V.'s principal business is telecommunications. (d) and (e) During the past five years, none of Sonera, Sonera B.V. or their directors or executive officers have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 7 of 9 -------------------------------------------------------------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D as originally filed and amended is hereby further amended by adding thereto the following: (a) Sonera is the beneficial owner of 15,675,773 shares of Common Stock, representing 6.1% of the issued and outstanding shares of Common Stock of which 5,471,930 shares of Common Stock are beneficially owned by Sonera B.V. (b) Sonera has the sole power (i) to vote or to direct the voting of and (ii) to dispose and direct the disposition of 15,675,773 shares of Common Stock beneficially owned by it directly and indirectly. Sonera B.V. has the sole power (i) to vote or to direct the voting of and (ii) to dispose and to direct the disposition of the 5,471,930 shares of Common Stock beneficially owned by it. (c) On May 9, 2001, Sonera B.V. sold 3,300,000 shares of Common Stock of the Company for aggregate cash proceeds of $315.8 million. The sale was effected by means of a private sale. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1.* Stock Subscription Agreement, dated as of September 17, 1999, by and among VoiceStream Wireless Holding Corporation and Sonera LTD. 2.* Voting Agreement, dated as of February 25, 2000, by and among VoiceStream Wireless Holding Corporation, John W. Stanton, Theresa E. Gillespie, PN Cellular, Inc., The Stanton Family Trust, Stanton Communications Corporation, GS Capital Partners, L.P., The Goldman Sachs Group, Inc., Bridge Street Fund 1992, L.P., Stone Street Fund 1992, L.P., Stone Street Performance Corp., Hutchison Telecommunications Holdings (USA) Limited, Hutchison Telecommunications PCS (USA) Limited, Allen & Company Incorporation, Allen & Co., Inc., Madison Dearborn Capital Partners, L.P., Avance Capital, Douglas G. Smith, Douglas G. Smith GRAT, Richard L. Fields, James N. Perry, Jr., James J. Ross, as Trustee for Elizabeth G. Ross U/T/A, Dated March 4, 1994, James J. Ross, as Trustee for David G. Ross U/T/A, Dated June 18, 1997, Sonera Corporation and Sonera Holding B.V. 3.* The Investor Agreement, dated September 17, 1999, among Sonera LTD., VoiceStream Wireless Corporation and VoiceStream Wireless Holding Corporation. 4.* The Registration Rights Agreement, dated February 25, 2000, between VoiceStream Wireless Holding Corporation, Sonera Corporation and Sonera Holding B.V.

-------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 8 of 9 -------------------------------------------------------------------------------- 5.* First Amended and Restated Voting Agreement dated July 23, 2000 (Incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on July 28, 2000). 6.* Stockholders Agreement between DT and the Filing Persons. 7.* Agreement and Plan of Reorganization dated August 26, 2000 (Incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of VoiceStream Wireless Corporation filed on August 31, 2000). 8.* Stockholders Agreement among Powertel, VoiceStream and the Filing Persons. 9. Press Release dated May 9, 2001.

------------------------------ * Previously filed. -------------------------------------------------------------------------------- CUSIP NO. 928615103 Page 9 of 9 -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 29, 2001 SONERA CORPORATION By: /s/ Olli Tuohimaa --------------------------------- SONERA HOLDING B.V. By: /s/ Olli Tuohimaa ---------------------------------

VOICESTREAM WIRELESS CORP SC 13D/A