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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Powertel, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
45844L 10 8
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(CUSIP Number)
Maire Laitinen
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)
With a copy to:
Richard M. Stolbach, Esq.
Patton Boggs LLP
2550 M Street, NW
Washington, DC 20037
(202) 457-6000
August 26, 2000
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(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).
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SCHEDULE 13D
POWERTEL, INC.
Sonera Corporation (the "Reporting Person" or "Sonera") hereby
amends the Schedule 13D filed on January 5, 2000 which relates to the common
stock of Powertel, Inc. 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
supervisory board of Sonera, and their principal occupation or employment,
are:
<TABLE>
<CAPTION>
Name Principal Occupation
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<S> <C>
Pauli Saapunki, chairman.................. Member of Parliament
Pirjo-Riitta Antvuori, vice chairman...... Member of Parliament
Liisa Hyssala............................. 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
Mauri Salo................................ Member of Parliament
Lasse Viren............................... Member of Parliament
</TABLE>
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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
Jussi Lansio.............................. 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.
JUSSI LANSIO has been a member of the board of directors of
Sonera since March 2000. Mr. Lansio is the managing director of Oyj Hartwall
Abp.
TAPIO VAAHTOKIVI has been an employee representative on the
board of directors of Sonera since 1998, and, prior to the demerger, 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.
KARI VILKMAN has been an employee representative on the
board of directors of Sonera since 1998, and, prior to the demerger, was an
employee representative on the board of directors of Telecom Finland.
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The executive officers of Sonera are:
<TABLE>
<S> <C>
Aulis Salin............................... President and chief executive officer
Kaj-Erik Relander......................... Deputy chief executive officer
Aimo Eloholma............................. Executive vice president
Matti Makkonen............................ Executive vice president
Juha Varelius............................. Executive vice president
Kim Ignatius.............................. Executive vice president
Harri Hollmen............................. Executive vice president
</TABLE>
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 deputy chief executive officer of
Sonera and previously served as Sonera's executive vice president and chief
financial officer 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.
KIM IGNATIUS is the execuitve 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 financial online service provider. Prior to joining Sonera on
April 10, 2000, Mr. Hollmen worked for Leonia Group, a Finnish bank.
(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.
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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), 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 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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D as originally filed is hereby
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.
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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.
The Reporting Person has entered into separate agreements
(the "Stockholder Agreements") with VoiceStream Wireless Corporation and
Deutsche Telecom AG in which it has agreed, among other things, to vote its
shares in favor of the transactions contemplated by the VoiceStream-Powertel
Agreement and the DT - Powertel Agreement.
Pursuant to the Stockholder Agreements entered into by the
Reporting Person, in addition to agreeing to vote in favor of the
transactions contemplated by the VoiceStream-Powertel Agreement and the DT -
Powertel Agreement, it has agreed not to transfer any Powertel stock (or
rights to acquire Powertel stock) until the later of January 1, 2001 and the
Powertel stockholders' meeting to approve the transactions contemplated by
the VoiceStream-Powertel Agreement and DT - Powertel Agreement, except for
transfers to its affiliates or as otherwise permitted by the Stockholder
Agreements, the VoiceStream - Powertel Agreement or the DT-Powertel Agreement.
Pursuant to the VoiceStream stockholder agreement, the
Reporting Person has further agreed that beginning on the later of January 1,
2001 and the Powertel stockholders' meeting to approve the transactions
contemplated by the 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, it will not transfer more than 25% of its
Powertel shares, except if during such period any principal stockholder of
VoiceStream shall transfer more than 25% of its VoiceStream shares.
Pursuant to the DT stockholder agreement, the Reporting
Person has further agreed that beginning on the later of January 1, 2001 and
the Powertel stockholders' meeting to approve the transactions contemplated
by the DT - Powertel Agreement, until the first to occur of (1) the
consummation of the transactions contemplated by the DT-Powertel Agreement
and (2) the termination of the DT-Powertel Agreement, it will not transfer
more than 17.5% of its Powertel shares, provided that if the DT-Powertel
Agreement is not consummated by July 31, 2001, the Reporting Person may
transfer up to 21.25% of its Powertel shares beginning August 1, 2001,
provided further that if the DT-Powertel Agreement is not consummated by
August 31, 2001, the Reporting Person may transfer up to 25% of its Powertel
shares beginning September 1, 2001.
Pursuant to the VoiceStream stockholder agreement, the
Reporting Person has further agreed that for the six-month period following
the consummation of the transactions
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contemplated by the VoiceStream-Powertel Agreement, it will not transfer any
VoiceStream common stock received in the VoiceStream - Powertel merger except
in accordance with Rules 144 and 145 promulgated under the Securities Act,
provided however, if during such period a principal stockholder of
VoiceStream shall transfer more than such number of VoiceStream shares as
permitted under Rule 144, then the Reporting Person shall be permitted to
transfer a proportionate amount of VoiceStream shares pursuant to its
registration rights.
Pursuant to the DT stockholder agreement, the Reporting
Person has further agreed that for the three-month period following the
consummation of the transaction contemplated by the DT-Powertel Agreement, it
will not transfer any DT securities received in the DT - Powertel merger.
From the day following the three month anniversary through and including the
six month anniversary of the consummation of the transactions contemplated in
the DT-Powertel Agreement, the Reporting Person may transfer only up to 40%
of its total number of DT securities.
The VoiceStream stockholder 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 VoiceStream
stockholders party to such First Amended and Restated Voting Agreement 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
VoiceStream stockholders 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 VoiceStream-Powertel Agreement
contained herein is subject, and qualified in its entirety by reference to,
the VoiceStream-Powertel 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 DT -
Powertel Agreement contained herein is subject, and qualified in its entirety
by reference to, the DT - Powertel Agreement which has been filed with the
Securities and Exchange Commission by Powertel in its Current Report on Form
8-K filed August 31, 2000. The description of the Stockholder Agreements
contained herein is subject to, and qualified in their entirety by reference
to, the stockholder agreements entered into by VoiceStream, DT and the
Reporting Person which have been made exhibits to this amendment and are
hereby incorporated by reference in this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. *Stock Purchase Agreement by and among Sonera, Ericsson
Investments Limited and Ericsson Inc.
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2. Agreement and Plan of Reorganization between VoiceStream
and Powertel 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).
3. Agreement and Plan of Reorganization between DT and
Powertel dated August 26, 2000 (Incorporated herein by reference to Exhibit
2.1 to the Current Report on Form 8-K of Powertel, Inc. filed on August 31,
2000).
4. Stockholder Agreement between VoiceStream and Sonera.
5. Stockholder Agreement between DT and Sonera.
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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 28, 2000 SONERA CORPORATION
By: /s/ Kaj-Erik Relander
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