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) February 28, 1997
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POWERTEL USA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
77-564B Country Club Drive Suite 340, Palm Desert, CA 92211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 772-3100
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(Former name or former address, if changed since last report.)
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POWERTEL USA, INC.
INDEX
Item Number and Caption Page Number
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Item 5. Other Events ....................................... 1
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ITEM 5. OTHER EVENTS.
1. On February 28, 1997, the Registrant completed the acquisition of the
Theme Communications Group. The purchase price is $4 million, payable in dollar
denominated preferred stock, convertible over 2 years.
The Theme companies provide VCR and CD products on a contract basis to
clients like Citibank, Chase, and Bank of America. The companies also publish
specialized food and in-flight magazines. Total group revenues exceed $10
million annually.
The companies products enable financial institutions to use a "soft sell"
in their efforts to collect past due auto loan and credit card debt. The
products are proven to be very effective in dramatically increasing collection
rates without alienating the client.
On March 3, 1997, a Federal Bankruptcy Court in Reno, Nevada entered an
order appointing an interim Trustee to protect certain power generating assets
owned by a subsidiary. of Registrant located in Fernley, Nevada, which were
purportedly the subject of a liquidation sale on February. 17, 1997, three days
after an involuntary bankruptcy petition was filed by three creditors.
Registrant is contesting the validity of the filing of the involuntary petition
by the three creditors, one of which is a former officer and director of
Registrant. The interim Trustee is expected to challenge the sale of the power
generating assets.
2. The Nasdaq stock market informed the registrant that effective March 5,
1997, the Company's shares would be de-listed from the Small Cap market, The
shares will continue to trade on the electronic bulletin board.
SIGNATURE
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.
POWERTEL USA, INC.
/s/ Kevin J. Quinn
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Kevin J. Quinn, Secretary
Date March 5, 1997
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