UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Powertel, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45844L 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Maire Laitinen
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)
With a copy to:
Richard M. Stolbach, Esq.
Patton Boggs LLP
2550 M Street, NW
Washington, DC 20037
(202) 457-6000
September 15, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the 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(e), (f) or (g), check the following: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits, should be filed with the
Commission. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes to Schedule 13D).
Page 1 of 8
<PAGE>
CUSIP No. 45844L 10 8 SCHEDULE 13D Page 2 of 8 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sonera Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,626,744
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,626,744
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,626,744
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Schedule 13D
Powertel, Inc.
This Statement on Schedule 13D is filed by Sonera Corporation (the
"Reporting Person" or "Sonera").
Item 1. Security and Issuer.
This Statement relates to the common stock, $0.01 par value per share
(the "Common Stock") of Powertel, Inc. (the "Company"). The address of the
principal executive office of the Company is 1233 O.G. Skinner Drive, West
Point, Georgia 31833.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by Sonera Corporation, a Finnish
limited liability company. The members of the supervisory board of Sonera, and
their principal occupation or employment, are:
<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<S> <C>
Pauli Saapunki, chairman................ Member of Parliament
Minna Karhunen, vice chairman........... Journalist
Aapo Saari.............................. Farmer
Liisa Hyssala........................... Member of Parliament
Pirjo-Riitta Antvuori................... Member of Parliament
Olavi Tonteri........................... Colonel, Finnish Defense Forces
Leenamaija Otala........................ Docent, Pro Competence Oy
Tuomas Harpf............................ Managing Director, Suomen Viestintarahoitus Oy
Arja Alho............................... Master of Political Science
Reino Ojala............................. Special Advisor
Helena Vartiainen....................... Chairman of City Council
Tarja Cronberg.......................... Executive Director, Council of North Karelia region
Tapio Hintikka.......................... President and CEO, Oyj Hackman Abp
Raimo Kantola........................... Professor, Helisinki University of Technology
Tarmo Eskola ........................... IT Director, UPM-Kymmene Corporation
Ritva Rastimo........................... Managing Director, Espoo Chamber of Commerce
Max Mickelsson.......................... Secretary General for the Parliamentary Group of the
National Coalition Party
Erik Lindfors........................... Secretary, Metal Workers' Union
Max Arhippainen......................... Senior Economist, Pellervo Economic Research Institute
Bjarne Kallis........................... Member of Parliament
</TABLE>
Page 3 of 8
<PAGE>
The members of the board of directors of Sonera and their principal
occupation or employment are:
<TABLE>
<S> <C>
Markku Talonen.......................... Chairman
Liisa Joronen........................... Vice Chairman
Kalevi Alestalo......................... Director
Reijo Sulonen........................... Director
Tapio Vaahtokivi........................ Director, employee representative
Kari Vilkman............................ Director, employee representative
</TABLE>
Markku Talonen has been the chairman of the board of directors of
Sonera since 1998, and, prior to the demerger, was the chairman of the board of
directors of PT Finland. In addition, Mr. Talonen is the president and CEO of
Orion Corporation.
Liisa Joronen has been the vice chairman of the board of directors of
Sonera since 1998, and, prior to the demerger, was a member of the board of
directors of PT Finland. In addition, Ms. Joronen is the chairman of the board
of directors of SOL Corporation and a member of the supervisory boards of Merita
Bank plc and llmarinen Mutual Pension Insurance Company.
Kalevi Alestalo has been a member of the board of directors of the
Sonera since 1998. Mr. Alestalo is the consultant counselor of the Ministry.
Reijo Sulonen has been a member of the board of directors of Sonera
since 1998, and, prior to the demerger, was a member of the board of directors
of PT Finland. Mr. Sulonen serves as a professor at the Helsinki University of
Technology. In addition, he is a member of the Boards of Directors of a number
of Finnish information and other technology related companies.
Tapio Vaahtokivi has been an employee representative in the board of
directors of Sonera since 1998, and, prior to the demerger, was an employee
representative in the board of directors of Telecom Finland. Mr. Vaahtokivi is
the chairman of Telecommunications Union, a labor union for telecommunications
employees.
Kari Vilkman has been an employee representative in the board of
directors of Sonera since 1998, and, prior to the demerger, was an employee
representative in the board of directors of Telecom Finland.
The executive officers of Sonera are:
<TABLE>
<S> <C>
Aulis Salin............................. President and chief executive officer
Aimo Eloholma........................... Executive vice president
Matti Makkonen.......................... Executive vice president
Kaj-Erik Relander....................... Executive vice president
Juha Varelius........................... Executive vice president
</TABLE>
Page 4 of 8
<PAGE>
Aulis Salin is the president and the chief executive officer of Sonera.
Mr. Salin joined Sonera in 1962 and he has held positions in various
departments.
Aimo Eloholma is the executive vice president of Sonera responsible for
corporate planning. 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.
Matti Makkonen is the executive vice president of Sonera responsible
for its mobile communications operations. Mr. Makkonen joined Sonera in 1976 and
he has held a number of positions within the mobile communications operations.
Kaj-Erik Relander is the executive vice president and chief financial
officer of Sonera responsible for its international operations. Prior to joining
Sonera in 1994, Mr. Relander worked for SITRA, a Finnish private equity fund.
Juha Varelius is the executive vice president of Sonera responsible for
media services. Mr. Varelius joined Sonera in 1993 and has held a number of
positions within media services.
(b), (c) and (f) The address of Sonera and its supervisors, 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 supervisor, director and executive officer of Sonera
is a citizen of the Republic of Finland. Sonera's principal business is
telecommunications.
(d) and (e) During the past five years, none of the Reporting Person or
its supervisors, 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.
Item 3. Source and Amount of Funds.
The source of the funds used by Sonera to purchase the securities of
the Company was working capital. The amount of funds used by Sonera to purchase
the securities was $122,667,334.98.
Item 4. Purpose of the Transaction.
The Reporting Person acquired its securities for investment purposes.
The Reporting Person may acquire or dispose of securities of the Company,
including shares of Common Stock, directly or indirectly, in open-market or
privately negotiated transactions, depending upon the evaluation of the
performance and prospects of the Company by the
Page 5 of 8
<PAGE>
Reporting Person and upon other developments and circumstances, including, but
not limited to, general economic and business conditions and stock market
conditions.
Except for the foregoing and as disclosed below, the Reporting Person
does not have any present plans or proposals which relate to or would result in
any of the following actions or events:
o the acquisition by any person of additional securities of the
Company or the disposition of securities of the Company;
o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Company or any of
its subsidiaries;
o a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
o any change in the present board of directors or management of
the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
o any material change in the present capitalization or dividend
policy of the Company;
o any other material change in the Company's business or
corporate structure;
o changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
o causing a class of securities by the Company to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
o a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
o any action similar to any of those enumerated above.
The Company and Sonera have agreed orally that Sonera may designate 1
person to sit on the board of directors of the Company.
Item 5. Interest in Securities of Issuer.
(a) Sonera is the beneficial owner of 4,626,744 shares (13.4%) of
Common Stock. Sonera owns 100,000 shares of Series A Convertible Preferred
Stock, par value $0.01 per share, of the Company, each of which was originally
convertible at the option of the holder at any time after June 28, 1998 into
45.4545 shares of Common Stock subject to upward adjustment to mitigate dilutive
effects of certain transactions engaged in by the Company as set
Page 6 of 8
<PAGE>
forth in the Certificate of Designations which created the Series A Convertible
Preferred Stock. As of August 6, 1999, the 100,000 shares of Series A
Convertible Preferred Stock were convertible, in the aggregate, into 4,626,744
shares of Common Stock subject to further upward adjustment as described above.
The number of shares beneficially owned by the Reporting Person and the
percentage of outstanding shares represented thereby have been computed in
accordance with Rule 13d-3 under the Exchange Act. There were 29,799,821 shares
of Common Stock of the Company outstanding as of November 10, 1999 as reported
in the Company's Quarterly Report on Form 10-Q.
(b) Sonera has the sole power (i) to vote or to direct the voting of
and (ii) to dispose and to direct the disposition of the 4,626,744 shares of
Common Stock beneficially owned by it.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On August 9, 1999, Sonera entered into a Stock Purchase Agreement with
Ericsson Investments Limited, an English company ("EIL") and Ericsson Inc., a
Delaware corporation ("Ericsson" and together with EIL, the "Sellers") pursuant
to which Sonera purchased 100,000 shares of Series A Convertible Preferred Stock
of the Company owned by the Sellers. The sale of securities was completed on
September 15, 1999. Reference is made to the full text of such agreement which
is filed as Exhibit A hereto.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Stock Purchase Agreement by and among Sonera, Ericsson
Investments Limited and Ericsson Inc.
Page 7 of 8
<PAGE>
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: January 5, 2000 SONERA CORPORATION
By: /s/ Maire Laitinen
----------------------
Maire Laitinen
General Counsel
Page 8 of 8
Exhibit 99.A
EXECUTION DRAFT
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of August 9, 1999, by and among
Sonera Ltd., a Finnish limited liability company ("Purchaser"), Ericsson
Investments Limited, an English company ("EIL"), and Ericsson Inc., a Delaware
corporation ("Ericsson", Ericsson and EIL are referred to individually as a
"Seller" and together as "Sellers").
RECITALS
WHEREAS, Purchaser wishes to purchase from Sellers and Sellers wish to
sell to Purchaser 100,000 shares of the Series A Convertible Preferred Stock,
par value of $.01 per share, of Powertel, Inc. (the "Company"), subject to the
terms and conditions set forth herein;
NOW THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants set forth herein, the parties hereby
agree as follows.
1. Purchase and Sale. Subject to the terms and conditions set forth
herein, Purchaser hereby agrees to purchase and Sellers hereby agree to sell to
Purchaser 100,000 shares of Series A Convertible Preferred Stock of the Company
(the Certificate of Designation for which is attached hereto as Exhibit A),
being all of the outstanding capital stock of the Company owned by Sellers
(hereinafter, the shares of the Series A Convertible Preferred Stock of the
Company required to be purchased and sold hereunder, including to the extent
transferable all rights and accrued benefits associated therewith, are referred
to collectively as the "Shares").
2. Consideration. The total consideration for the purchase of all of
the Shares shall be $122,667,334.98 (the "Payment"), payable to Sellers at the
Closing (as hereinafter defined) in cash.
3. Closing. The closing of the purchase and sale of the Shares at which
all right, title, and interest of each Seller in the Shares shall be transferred
to Purchaser (the "Closing") shall take place at the offices of Patton Boggs
LLP, 2550 M St., N.W., Washington, D.C. on September 15, 1999, or at such other
time and place as Sellers and Purchaser mutually agree (the "Closing Date"). At
the Closing, (i) Sellers shall deliver to Purchaser one or more stock
certificates evidencing the Shares, either duly endorsed by Sellers for transfer
to Purchaser or accompanied by a duly executed stock transfer power and (ii)
Purchaser shall make the Payment to Sellers. Purchaser shall make Payment in a
lump sum in immediately available funds by wire transfer into an account
designated by Sellers. Sellers agree that such payment shall be payment in full,
and allocation of the payment between Sellers is solely the responsibility of
Sellers. Sellers shall provide wire transfer instructions to Purchaser not less
than seven (7) days prior to the Closing Date.
4. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Sellers as follows:
4.1 Organization and Good Standing. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
Republic of Finland, and has the necessary power and authority to own all of its
assets and to carry on its business as it is being conducted, except where the
failure to be so organized, existing or in good standing or to have such power
and authority would not prevent or materially delay consummation of the
transactions contemplated by this Agreement or compliance by Purchaser with the
terms and provisions hereof.
4.2 Authority; Validity of Agreement. Purchaser has the lawful
power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby. The execution and delivery of this Agreement
by Purchaser and the consummation of the transactions contemplated hereby by
Purchaser have been duly authorized by all necessary corporate action. This
Agreement, when executed and delivered, will constitute a legal, valid and
binding agreement of Purchaser enforceable against Purchaser in accordance with
its terms. The execution, delivery and performance of this
<PAGE>
EXECUTION DRAFT
Agreement and the consummation of the transactions contemplated hereby by
Purchaser do not violate any provision of its constituent documents. Purchaser
is not a party to or subject to any material agreement, instrument, lease, note,
indenture, mortgage, lien, judgment, statute, law, rule or regulation which
would prevent or materially delay consummation of the transactions contemplated
by this Agreement or compliance by Purchaser with the terms and provisions
hereof.
4.3 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority or other person or entity is required on
the part of Purchaser in connection with the execution of this Agreement or the
consummation of the transactions contemplated by this Agreement, other than a
post-Closing informational report under Sections 13 and 16 of the Securities
Exchange Act of 1934, as amended.
4.4 Restrictions and Transferability. Purchaser agrees and
acknowledges to Sellers and the Company that Purchaser must continue to bear the
economic risks associated with its investment in the Shares for an indefinite
period of time because the Shares have not been registered under the Securities
Act of 1933, as amended (the "Act"), and therefore cannot be sold unless they
subsequently are registered thereunder or an exemption from the registration
requirements thereof is available. Purchaser understands that, except as the
Company may otherwise agree, (a) the Company is not obligated to register any of
the Shares pursuant to the Act or to file periodic reports with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, and (b) the Company has not agreed to register any of the Shares which
Purchaser is purchasing or to comply with any exemption under the Act regarding
the resale or other transfer of any of the Shares. Purchaser is acquiring the
Shares solely for its own account for the purposes of investment and not with a
view to or for sale in connection with any distribution thereof. Purchaser is an
"accredited investor" as such term is defined in Rule 501 under the Act.
4.5 Purchaser's Investigation. Purchaser (a) has made its own inquiry
and investigation into, and based thereon has formed an independent judgment
concerning, the business and affairs of the Company and an investment in the
Shares, (b) is not relying on any representation, warranty or other information
furnished by or on behalf of Sellers in agreeing to make an investment in the
Shares, other than those representations and warranties expressly set forth in
this Agreement, and (c) has received a copy of and reviewed the Certificate of
Designation for the Shares and the Stock Purchase Agreement dated as of March 4,
1996 (the "Investment Agreement") between the Company and Ericsson relating
thereto.
5. Representations and Warranties of Sellers. Each Seller hereby
represents and warrants to Purchaser as follows:
5.1 Organization and Good Standing. Such Seller is an entity
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and has all of the necessary power and authority
to own all of its assets and to carry on its business as it is being conducted,
except where the failure to be so organized, existing or in good standing or to
have such power and authority would not prevent or materially delay consummation
of the transactions contemplated by this Agreement or compliance by such Seller
with the terms and provisions hereof.
5.2 Authority; Validity of Agreement. Such Seller has the
lawful power and authority to enter into this Agreement and to carry out the
transactions contemplated herein. The execution and delivery of this Agreement
by such Seller and the consummation of the transactions contemplated hereby by
Seller have been duly authorized by all necessary legal action. This Agreement,
when executed and delivered, will constitute a legal, valid and binding
agreement of such Seller enforceable against such Seller in accordance with its
terms. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by such Seller do not and
will not violate any provision of its constituent documents. Such Seller is not
a party to or subject to any material agreement, instrument, lease, note,
indenture, mortgage, lien, judgment, statute, law, rule or regulation which
would prevent consummation of the transactions contemplated by this Agreement or
compliance by such Seller with the terms and provisions hereof.
2 of 6
<PAGE>
EXECUTION DRAFT
5.3 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any governmental authority or other person or entity is required on
the part of the Seller in connection with the execution of this Agreement other
than a post-Closing informational report under Sections 13 and 16 of the
Securities Exchange Act of 1934, as amended.
5.4 Title to Shares. Such Seller has good and marketable title
to the Shares held by such Seller free and clear of any pledge, lien, option,
repurchase right, or encumbrance of any nature or kind (other than the
restrictions on transfer set forth in the Stock Purchase Agreement), and Seller
has the right to effect the transfer of ownership thereof to Purchaser as
contemplated hereunder. Upon the consummation of the transactions contemplated
hereby, Purchaser shall receive good and marketable title to the Shares free and
clear of any pledge, lien, option, repurchase right, or encumbrance of any
nature or kind, other than as may be created by Purchaser. The Shares held by
such Seller constitute all of the outstanding shares of capital stock of the
Company which are owned by such Seller.
6. Survival of Representations and Warranties. The representations and
warranties set forth in Sections 4 and 5 hereof shall survive the Closing for a
period of one year.
7. Indemnification. Each party shall indemnify and hold harmless the
other party from any and all actual losses, damages, expenses and costs
(including reasonable attorney's fees and disbursements attendant thereto)
arising out of or in any way connected with the indemnifying party's breach of
any representation or warranty contained herein.
8. Miscellaneous Provisions.
8.1 Severability. Any invalidity, or unenforceability in whole
or in part, of any provision of this Agreement shall not affect the validity or
enforceability of any other of its provisions.
8.2 Cumulation of Remedies. All remedies available to either
party for breach or violation of this Agreement are cumulative and may be
exercised concurrently or separately, and the exercise of any one remedy shall
not be deemed an election of such remedy to the exclusion of other remedies. The
parties hereto agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with the terms
hereof and that the parties shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or in equity. To the extent
permitted by applicable law, each of the Sellers and Purchaser hereby
irrevocably waives all right of trial by jury in any action, proceeding or
counterclaim arising out of or in connection with this agreement or any matter
arising hereunder.
8.3 Waiver. A waiver, express or implied, by any party of any
default by any other party in the observance and performance of any of the
covenants or duties set forth herein shall not constitute or be construed as a
waiver of any subsequent or other default.
8.4 Assignment. No party shall assign the whole or any part of
this Agreement without the written consent of the other parties, except that
Purchaser may assign its rights hereunder to an affiliate wholly owned by
Purchaser, so long as Purchaser shall remain liable for the performance of its
obligations hereunder.
8.5 Notices. Any notice or other communication hereunder shall
be in writing and will be deemed to have been validly delivered by facsimile or
courier and confirmed by registered or certified first class mail, return
receipt requested, postage prepaid, addressed to the receiving party at the
address set forth below its name or at such other address as such party may
hereafter designate in writing to the other party.
If to Purchaser:
3 of 6
<PAGE>
EXECUTION DRAFT
c/o Sonera Ltd.
Teollisuuskatu 15
P.O. Box 106, FIN-00051
Helsinki, Finland
Attn: Maire Laitinen, General Counsel
With a copy to:
c/o Patton Boggs LLP
2550 M St., N.W.
Washington, D.C. 20037
Attn: Richard M. Stolbach
If to either Seller:
If to Ericsson:
Ericsson Inc.
740 East Campbell Road
Richardson, Texas 75081
Attention: John Mottram
With a copy to William Kolb, Esq. at the same address
If to EIL:
c/o Ericsson Inc.
740 East Campbell Road
Richardson, Texas 75081
Attention: John Mottram
With a copy to William Kolb, Esq. at the same address
8.6 Confidentiality. Each party to this Agreement agrees that
it will not disclose to any person the terms of this Agreement, the identity of
any party hereto or any of the negotiations relating thereto, except (a) to the
Company; (b) to its affiliates and its and their officers, directors, employees,
agents and advisors and, in each case, only on a confidential basis; (c) as
required by any law, rule, regulation or judicial process; and (d) as requested
or required by any applicable governmental authority having jurisdiction over
it. Except as allowed by subsections (c) and (d) of the previous sentence, each
party further agrees that it will not, without the written consent of each party
hereto and the Company, issue or cause to be issued any press release or public
statement concerning the terms of this Agreement.
8.7 Headings. The headings contained herein are for
convenience only and shall not control the interpretation of any term or
condition hereof.
8.8 Entire Agreement. This Agreement constitutes the entire
agreement among the parties and supercedes all prior written and oral and all
contemporaneous oral agreements or understandings between the parties with
respect to the subject matter hereof. Except as otherwise provided herein, no
variation of the terms and conditions of this Agreement shall be effective
unless in writing signed by both parties hereto.
4 of 6
<PAGE>
EXECUTION DRAFT
8.9 Governing Law. This Agreement and the transactions
contemplated hereby shall be governed by and construed and interpreted in
accordance with the laws of the State of New York without regard to its
conflicts of law rules.
8.10 Effectiveness. This Agreement shall become valid and in
full force and effect when it is duly executed by each party hereto.
8.11 Counterparts. This Agreement may be executed in one (1)
or more counterparts and delivered via facsimile. Each full counterpart shall be
deemed an original, but all such counterparts together shall constitute one and
the same instrument.
5 of 6
<PAGE>
EXECUTION DRAFT
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first written above.
SONERA LTD. ERICSSON INVESTMENTS LIMITED
By: [Sig] By: [Sig]
------------------------- -------------------------
Title: Title:
------------------------- -------------------------
ERICSSON INC.
By: [Sig]
----------------------
Title:
-------------------
In reliance upon the acknowledgment and agreement of Purchaser set forth in
Section 4.4 of the foregoing August 9, 1999 Stock Purchase Agreement (the "Stock
Purchase Agreement"), Powertel, Inc. hereby (a) consents to the transfer of
ownership of the Shares to Purchaser, as contemplated in the Stock Purchase
Agreement; (b) confirms that the rights associated with the Shares, including,
without limitation, the rights described in Exhibit A to such Agreement, shall
be exercisable by Purchaser upon such transfer; (c) agrees that Purchaser shall
have, with respect to the shares, the rights set out in Annex II to the
Investment Agreement (a copy of which is attached hereto as Exhibit B) and be
deemed the "Purchaser" as referred to therein; (d) upon receipt of all of the
stock certificates representing the Shares issued in the name of one or more of
the Sellers and a stock power or assignment properly executed by Seller, agrees
to take all action necessary to register the Shares in the name of the Purchaser
in the Powertel, Inc. stock records and to issue a stock certificate
representing such Shares (which shall bear appropriate restrictive legends) to
Purchaser and (e) agrees to be bound by the terms of Section 8.6 of the
foregoing agreement as if it were a party thereto.
Powertel, Inc.
By: [Sig]
----------------------
Title:
-------------------
6 of 6
