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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
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[ ] Preliminary proxy statement [ ] Confidential, for use of the Commission Only
[ ] Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
] ] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-12
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POWERTEL, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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Information Concerning Participants
ADDITIONAL INFORMATION
INFORMATION REGARDING THE IDENTITY OF PERSONS WHO MAY, UNDER COMMISSION RULES,
BE PARTICIPANTS IN THE SOLICITATION OF STOCKHOLDERS OF POWERTEL, INC. IN
CONNECTION WITH THE PROPOSED MERGER OF POWERTEL, INC. AND DEUTSCHE TELEKOM AG,
AND, IN THE ALTERNATIVE, IN CONNECTION WITH THE PROPOSED MERGER OF POWERTEL,
INC. AND VOICESTREAM WIRELESS CORPORATION AND THEIR INTERESTS IN THE
SOLICITATION ARE SET FORTH IN A SCHEDULE 14A FILED ON AUGUST 28, 2000 WITH THE
COMMISSION. ADDITIONAL INFORMATION CONCERNING THE OFFICERS AND DIRECTORS OF
POWERTEL, INC. AND THE PROPOSED TRANSACTIONS WILL BE INCLUDED IN A PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS TO BE FILED BY POWERTEL WITH
THE COMMISSION.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTIONS. Investors
will be able to obtain the documents free of charge at the Commission's website
(www.sec.gov). In addition, documents filed with the Commission by Powertel,
Inc. will be available free of charge by contacting Powertel, Inc., Attention:
Kevin Inda, Vice President Investor Relations, 1239 O.G. Skinner, West Point,
Georgia, 31833, (706) 645-2000.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
THE FOLLOWING IS A PRESS RELEASE FIRST DISSEMINATED BY POWERTEL, INC. ON OCTOBER
26, 2000.
Powertel, Inc. Announces Third Quarter 2000 Financial Results
WEST POINT, GA (OCTOBER 26, 2000) - Powertel, Inc. (Nasdaq/NM: PTEL), a
leading wireless personal communications service (PCS) provider serving the
southeastern United States, today announced its financial and operating results
for the third quarter ended September 30, 2000.
"We believe our performance during the third quarter was strong, with
overall revenue growth continuing to increase. We're on track for a very strong
year," said Allen E. Smith, Powertel president and chief executive officer. "We
also announced the planned merger of Powertel with either Deutsche Telekom or
VoiceStream and believe these combinations will result in significant benefits
for U.S. consumers as the combined companies become an even more competitive
national provider of next-generation wireless voice and data services."
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Third Quarter Results
- SUBSCRIBERS: Powertel ended the third quarter with
approximately 803,000 total PCS subscribers, adding
approximately 77,000 total net new subscribers during the
quarter. This represents an 84 percent increase over total
customers at the end of the third quarter of 1999. Net new
postpaid PCS subscribers totaled approximately 10,000 while
net new prepaid subscribers totaled approximately 67,000 for
the quarter. At the end of the third quarter, Powertel's total
subscriber base consisted of approximately 393,000 postpaid
customers and 410,000 prepaid customers.
- REVENUE: Subscriber revenues for the third quarter were $103.1
million, a 69 percent increase over the same quarter in 1999.
Postpaid service revenues for the quarter were $60.0 million
while prepaid service revenues were $43.0 million. Roaming
revenues were $4.0 million for the quarter. Total service
revenues were $113.3 million for the quarter, up 71 percent
over the same period in 1999. Additionally, Powertel had $4.9
million in equipment revenue during the third quarter.
- EBITDA: Powertel's EBITDA (operating loss before non-cash
charges) for the third quarter was $4.0 million compared to a
negative EBITDA of $8.9 million in the third quarter of 1999.
- EARNINGS: Powertel had a net loss attributable to common
stockholders of $54.7 million or $1.74 per basic share (on
31.3 million weighted average common shares) for the third
quarter versus a net loss of $58.8 million or $2.10 per basic
share for the third quarter of 1999.
- CAPITAL EXPENDITURES: Third quarter capital expenditures
totaled approximately $40.6 million compared with $45.8
million in the third quarter of 1999.
Powertel, Inc. provides 100 percent digital PCS wireless services in
its licensed service area in 12 states in the Southeast - one of the largest
contiguous PCS networks in the southeastern United States. Through its
affiliation with other GSM carriers, Powertel's coverage extends across the
United States to most major cities and into much of Canada to a population of
more than 200 million people. Powertel's core markets are in 34 southeastern
metropolitan areas and along the major highway corridors that connect them.
Athens, Atlanta, Augusta, Columbus, Birmingham, Chattanooga, Jackson,
Jacksonville, Knoxville, Lexington, Louisville, Macon, Memphis, Nashville and
Savannah are among the municipalities in Powertel's licensed service area, which
has a population of more than 25 million people. For more information on
Powertel and its products and services, visit the company on its web site at:
http://www.powertel.com
Powertel is a member of The GSM Alliance, L.L.C., a consortium of U.S.
and Canadian digital wireless PCS carriers, which helps provide seamless
wireless communications for its customers, whether in North America in more than
5,500 U.S. and Canadian cities and towns, or abroad. Using Global System for
Mobile (GSM) communications, GSM companies provide superior voice clarity,
unparalleled security and leading-edge wireless voice, data and fax features for
customers. In North America, more than seven million customers are using GSM
service in 47 U.S. States, the District of Columbia, and six
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Canadian Provinces, including every top 10 market in North America. For more
information on the GSM Alliance, visit its web site: www.gsm-pcs.org.
This press release contains forward-looking statements and estimates.
These statements appear in a number of places in this press release and include
all statements which are not historical facts and which relate to our intent,
belief or current expectations with respect to, among other things, our future
subscriber and revenue growth, our prospects, the proposed transactions with
Deutsche Telekom and VoiceStream and the acquisition of the DiGiPH PCS assets.
Words and phrases such as "will," "believe," "intend," "expect," "plan" and "on
track" identify such forward-looking statements. Investors are cautioned that
any such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ materially
from those projected in these forward-looking statements as a result of: (i) the
fact that the closing of the transactions described herein is subject to
regulatory approvals and certain other closing conditions, which may not be
obtained or met; (ii) the performance of the DiGiPH assets and competitive
pressures in the DiGiPH markets; (iii) risks associated with the selection of
our PCS digital protocol and PCS system implementation, competitive factors and
pricing pressures, general economic conditions, the failure of the market demand
for our products and services to be commensurate with our management's
expectations or past experience, our ability to minimize churn of existing
subscribers and the impact of present or future laws and regulations on our
business; and (iv) those factors discussed in detail in our previous filings
with the Securities and Exchange Commission, including the "Risk Factors"
section of our Registration Statement on Form S-3 (Registration Number
(333-84951)), as declared effective by the Securities and Exchange Commission on
September 24, 1999.
CONFERENCE CALL INFORMATION:
Powertel's third quarter earnings conference call will be held on
Thursday, October 26th, at 10:00 a.m. (EST). A listen-only simulcast and replay
of Powertel's third quarter earnings conference call can be accessed at the
following Internet links:
www.streetevents.com and www.powertel.com
The Internet simulcast will begin at 10:00 a.m. (EST) on October 26th, and the
replay will be available through November 24, 2000. For persons that do not have
Internet access, please contact Powertel's investor relations department at
706-645-2000 for the telephone access number.
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ALLEN E. SMITH, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF POWERTEL, INC., MADE
THE FOLLOWING COMMENTS ON THE OCTOBER 26, 2000 POWERTEL EARNINGS ANNOUNCEMENT
CONFERENCE CALL:
As you know, there are numerous regulatory approvals that are required
before the Deutsche Telekom/VoiceStream transaction, and thus the Powertel
transaction with Deutsche Telekom/VoiceStream, can close. We're pleased with the
early indications of the approval process and believe these transactions are on
schedule to close during the second half of 2001.
Overall, we're pleased with both our performance thus far this year as well
as the strategic initiatives we announced with Deutsche Telekom/VoiceStream.
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