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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 26, 2000
VoiceStream Wireless Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-29667 91-1983600
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3650 131st Avenue S.E. Bellevue, Washington 98006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 653-4600
Not Applicable
(Former name or former address, if changed since last report)
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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 (as defined
below) 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 merger. Copies of these agreements
will be filed as exhibits to a Schedule 13D, which VoiceStream expects to file
on or shortly after the date of this filing. 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 these stockholders have
agreed, among other things, to vote their shares in favor of the merger. Copies
of these agreements are expected to be filed as exhibits to a Form 8-K to be
filed by Powertel on or shortly after the date of this filing.
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 Agreement have terminated in accordance with their respective
terms.
A copy of the VoiceStream-Powertel Agreement is attached hereto as
Exhibit 2.1 and is incorporated herein by reference. The summary contained in
this Item 5 is qualified by reference
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to such exhibit. A copy of the press release announcing the VoiceStream-Powertel
Agreement is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of
August 26, 2000, between VoiceStream Wireless Corporation
and Powertel, Inc. Annexes and certain other attachments
to this Exhibit have not been filed; upon request,
VoiceStream will furnish supplementally to the Commission
a copy of any omitted annex or attachment.
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99.1 Press release dated August 27, 2000.
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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, thereunto duly authorized.
Date: August 31, 2000 VOICESTREAM WIRELESS CORPORATION
(Registrant)
By: /s/ CREGG B. BAUMBAUGH
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Name: Cregg B. Baumbaugh
Title: Executive Vice President -
Finance, Strategy and Development
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EXHIBIT LIST
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Exhibit Number Description of Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of
August 26, 2000, between VoiceStream Wireless Corporation
and Powertel, Inc. Annexes and certain other attachments
to this Exhibit have not been filed; upon request,
VoiceStream will furnish supplementally to the Commission
a copy of any omitted annex or attachment.
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99.1 Press release dated August 27, 2000.
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