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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
VoiceStream Wireless Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
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(CUSIP Number)
Kaj-Erik Relander
Sonera Corporation
Teollisuuskatu 15
P.O. Box 106, FIN-00051
Helsinki, Finland
+358-204-01
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(Name, address and telephone number of person authorized
to receive notices and communications)
August 26, 2000
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(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.
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The Filing Persons hereby amend the Schedule 13D originally filed on
March 2, 2000 and amended on May 25, 2000 and August 10, 2000, as set forth
in this Amendment No. 3, 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
INVOLVING SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D as originally filed and amended is hereby
further amended by adding thereto the following:
On August 26, 2000, VoiceStream Wireless Corporation ("VoiceStream")
entered into a definitive merger agreement with Powertel, Inc. ("Powertel")
providing for the merger of VoiceStream and Powertel (the
"VoiceStream-Powertel Agreement"). 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 common stock determined as follows (the "Conversion Number"):
(i) 0.75 of a share of VoiceStream common stock if the VoiceStream Average
Closing Price 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 by multiplying (A) the Conversion Number by (B) the sum of
(i) the number of shares of Powertel common stock into which such share of
Powertel preferred stock would be converted as of the effective time of the
merger plus (ii) with respect to Powertel's 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 such shares. The
"VoiceStream Average Closing Price" means the volume weighted average closing
price (based on the Nasdaq National Market System ("Nasdaq") composite volume
published by the Wall Street Journal) of the VoiceStream common stock as
publicly reported for the Nasdaq as of 4:00 p.m. Eastern Time for ten (10)
trading days randomly selected by lot out of the last twenty (20) trading
days ending five (5) trading days prior to the closing date of the merger.
The completion of the merger is subject to regulatory approvals and
other customary conditions, including the approval of VoiceStream and
Powertel stockholders. Certain VoiceStream stockholders beneficially owning
in the aggregate more than 50% of the outstanding VoiceStream common stock
(calculated as of the date of the VoiceStream-Powertel Agreement) have
entered into agreements with Powertel in which these stockholders have
agreed, among other things, to vote their shares in favor of the transactions
contemplated by the VoiceStream-Powertel Agreement. Certain Powertel
stockholders beneficially owning in the aggregate more than 50% of the
outstanding Powertel common stock (calculated as of the date of the
VoiceStream-Powertel Agreement) have entered into agreements with VoiceStream
in which
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these stockholders have agreed, among other things, to vote their shares in
favor of the transactions contemplated by the VoiceStream-Powertel Agreement.
On July 23, 2000, VoiceStream and Deutsche Telekom AG, an
AKTIENGESELLSCHAFT ("DT") entered into a definitive merger agreement
providing for the acquisition of VoiceStream by DT (the "DT-VoiceStream
Agreement"). If the merger of DT and VoiceStream is consummated, the
VoiceStream-Powertel Agreement will terminate automatically. On August 26,
2000, Powertel also entered into a definitive merger agreement with DT,
which, if consummated, will result in Powertel becoming a wholly-owned
subsidiary of DT (the "DT-Powertel Agreement"). The DT-Powertel Agreement
will terminate automatically in the event the DT-VoiceStream Agreement is
terminated. It is a closing condition of the VoiceStream-Powertel Agreement
that both the DT-VoiceStream Agreement and the DT-Powertel Agreements have
terminated in accordance with their respective terms.
In connection with the VoiceStream-Powertel Agreement, the following
persons have entered into agreements (the "Stockholders Agreements") with
Powertel and, in some cases, VoiceStream, to vote shares of VoiceStream
stock, which in the aggregate represent more than 50% of VoiceStream's
currently outstanding shares, in favor of the transactions contemplated by
the VoiceStream-Powertel Agreement:
John W. Stanton
Theresa E. Gillespie
PN Cellular, Inc.
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.
Hutchison Telecommunications Holdings (USA) Limited
Hutchison Telecommunications PCS (USA) Limited
Sonera Corporation
Sonera Holding, B.V.
Telephone and Data Systems, Inc.
Pursuant to the Stockholders Agreement entered into by the Filing
Persons, in addition to agreeing to vote in favor of the transactions
contemplated by the VoiceStream-Powertel Agreement, the Filing Persons have
agreed with Powertel not to transfer any VoiceStream stock (or rights to
acquire VoiceStream stock) until the later of January 1, 2001 and the
VoiceStream stockholders' meeting to approve the transactions contemplated by
the VoiceStream-Powertel Agreement, except for transfers to affiliates of the
Filing Persons or as otherwise permitted by the Stockholders Agreement, the
Voice-Stream Powertel Agreement or the DT-VoiceStream Agreement.
The Filing Persons have further agreed that beginning on the later
of January 1, 2001 and the VoiceStream stockholders' meeting to approve the
transactions contemplated by the
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VoiceStream-Powertel Agreement until the first to occur of (1) the
consummation of the transactions contemplated by the VoiceStream-Powertel
Agreement and (2) the termination of the VoiceStream-Powertel Agreement, if
the Filing Persons propose to transfer or exercise or propose to exercise
registration rights with respect to more than 25% of their shares of
VoiceStream stock, then the Filing Persons shall notify certain principal
stockholders of Powertel of such transfer at least three business days in
advance and waive any right of the Filing Persons to preclude or delay the
filing of a registration statement or a transfer by such Powertel
stockholders with respect to their Powertel stock up to the amounts permitted
under such Powertel stockholders' Powertel Stockholders Agreements with
VoiceStream.
The Filing Persons have further agreed that for the six-month period
following the consummation of the transactions contemplated by the
VoiceStream-Powertel Agreement, if the Filing Persons propose to transfer or
exercise registration rights with respect to more than such number of shares
of VoiceStream stock that the Filing Persons are permitted to transfer under
Rule 144 promulgated under the Securities Act of 1933, as amended, then the
Filing Persons shall notify certain principal stockholders of Powertel of
such transfer at least three business days in advance and, at the Filing
Persons' option, either allow each such Powertel stockholder to include a
proportionate percentage of its shares of VoiceStream stock in any
registration statement required to be filed by the Filing Persons or waive
any right of the Filing Persons to preclude or delay the filing of a
registration statement or a transfer by such Powertel stockholders with
respect to their shares up to the amounts permitted under such Powertel
stockholders' Powertel Stockholders Agreements with VoiceStream.
The Stockholders Agreement further provides that in the event of a
termination of the DT-VoiceStream Agreement and the consummation of the
transactions contemplated by the VoiceStream-Powertel Agreement, the First
Amended and Restated Voting Agreement of VoiceStream (the "First Amended and
Restated Voting Agreement") will be amended to provide for the appointment of
a designee of the Powertel Board of Directors to the VoiceStream Board of
Directors, and to require the Filing Persons to vote their shares of
VoiceStream stock in favor of such designee (and any successor thereto) at
the first two annual meetings after the consummation of the transactions
contemplated by the VoiceStream-Powertel Agreement. The Stockholders
Agreement provides that in the event that VoiceStream and the Filing Persons
are unable to cause the execution of such amendment to the First Amended and
Restated Voting Agreement, they shall enter into a separate voting agreement
with certain principal stockholders of Powertel and other stockholders of
VoiceStream providing therefor.
The description of the Merger Agreement contained herein is subject,
and qualified in its entirety by reference to, the Merger Agreement which has
been filed with the Securities and Exchange Commission by Voicestream
Wireless Corporation in its Current Report on Form 8-K filed August 31, 2000.
The description of the Stockholders Agreement contained herein is subject to,
and qualified in its entirety by reference to, the stockholders agreement
entered into by DT and the Filing Persons which has been made an exhibit to
this amendment and is hereby incorporated by reference in this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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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.
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.
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* Previously filed.
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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: September 20, 2000 SONERA CORPORATION
By: /s/ Kaj-Erik Relander
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SONERA HOLDING B.V.
By: /s/ Kaj-Erik Relander
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