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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Powertel, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
73936 C109
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(CUSIP Number)
Deutsche Telekom AG
Kevin Copp, Head of International Legal Affairs
Friedrich-Ebert-Allee 140
D-53113 Bonn, Germany
49-228-181-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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), 13d-1(f) or 13d-1(g), check the following
box. / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on the following pages)
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<S> <C>
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YB_PS4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Telekom AG
IRS Identification Number: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
-------------------------- ----------- --------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES N/A
----------- --------------------------------------------------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
N/A
EACH REPORTING PERSON ----------- --------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
WITH N/A
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement relates to shares of common stock (the "Common Shares")
of Powertel, Inc. (the "Company"), par value $0.01. The address and principal
executive office of the Company is: 1239 O.G. Skinner Drive, West Point, Georgia
31833.
Item 2. Identity and Background.
This statement is filed, pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by Deutsche Telekom AG
("DT"), an Aktiengesellschaft organized under the laws of the Federal Republic
of Germany. DT's business address is Friedrich-Ebert-Allee 140, D-53113 Bonn,
Germany. DT is principally engaged in the telecommunications business.
During the last five years, DT has not been convicted in any criminal
proceeding. During the last five years, DT has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding DT is or was 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.
The name, business address, citizenship and present principal
occupation or employment of each member of the Board of Management of DT are set
forth on Schedule I hereto and are incorporated herein by reference. Unless
otherwise specified, each member of the Board of Management is a citizen of the
Federal Republic of Germany.
During the last five years, to the best of DT's knowledge, no person on
Schedule I has been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
proceeding such person is or was 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 or Other Consideration
Not applicable.
Item 4. Purpose of Transaction.
On August 26, 2000, DT and the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which a newly formed
wholly-owned Delaware subsidiary of DT will be merged under Delaware law into
the Company (the "Merger"), with the Company being the surviving corporation.
All of the stockholders of the Company will become entitled to receive ordinary
shares of DT.
The Merger is subject to the satisfaction of certain conditions,
including receipt of regulatory approvals and approval from the stockholders of
the Company, as set forth in the Merger Agreement. Consummation of the Merger
would result in the Company becoming a
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wholly-owned subsidiary of DT and the Common Shares ceasing to be listed on
NASDAQ. The Merger Agreement, Exhibit 1 hereto, is incorporated herein by
reference.
As a condition to DT's agreeing to enter into the Merger Agreement,
certain stockholders of the Company (the "Stockholders") have entered into
Stockholder Agreements with DT, dated as of August 26, 2000 (collectively, the
"Stockholders Agreements"), pursuant to which the Stockholders have agreed to
vote their shares in the Company in favor of the Merger Agreement and the Merger
and have agreed to vote against, and not to consent to, any Alternative
Transaction (as defined in the Stockholders Agreements) or the liquidation or
winding up of the Company and not to transfer any of their shares in the
Company, in each case for periods specified in the Stockholders Agreements. The
agreements with such Stockholders, Exhibits 2 to 6 hereto, are incorporated
herein by reference.
In connection with the foregoing transaction, DT has also entered into
an agreement with Eliska Wireless Investors I, L.P. ("Eliska"), dated as of
August 26, 2000 (the "Eliska Agreement"), pursuant to which DT has agreed to
assume, upon the consummation of the Merger, all of the Company's obligations
under an existing put agreement, dated as of May 31, 2000, between Eliska, the
Company and Sonera Holding, B.V. The Eliska Agreement, Exhibit 7 hereto, is
incorporated herein by reference.
Pursuant to the Merger Agreement DT has also agreed to vote any shares
it owns in VoiceStream Wireless Corporation ("VoiceStream") in favor of the
proposed merger between the Company and VoiceStream and to certain transfer
limitations applicable to such shares.
The preceding summary of certain provisions of the Merger Agreement,
the Stockholders Agreements and the Eliska Agreement, copies of which are filed
as exhibits hereto, is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
A copy of the press release announcing the transaction, attached as
Exhibit 8, is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Pursuant to the Stockholder Agreements, the Stockholders have agreed to
vote their shares in the Company in favor of the Merger and the Merger Agreement
and have agreed to vote against, and not consent to, any Alternative Transaction
or the liquidation or winding up of the Company. The shares of the Company
subject to the Stockholders Agreements currently represent more than 50% of the
aggregate number of Common Shares and certain Common Share equivalents expected
to vote on the merger as a separate class, and all outstanding shares of
preferred stock of the Company. DT hereby disclaims beneficial ownership of the
outstanding shares owned by the Stockholders that are subject to the
Stockholders Agreements.
To the best of DT's knowledge, no member of the Board of Management of
DT beneficially owns any Common Shares.
(c) Except for the Agreements described in Item 4, there have been no
transactions in Common Shares by DT, or, to the best knowledge of DT, the
members of the Board of Management of DT during the past 60 days.
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Items 4 and 5.
Except as set forth in Items 4 and 5, neither DT nor, to the best
knowledge of DT, any of members of the Board of Management of DT, has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any other person with respect to any securities of the Company or its
subsidiaries.
Item 7. Material to be Filed as Exhibits.
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Exhibit Number Description
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1 Agreement and Plan of Merger, dated as of August
26, 2000, between DT and the Company,
incorporated by reference herein from Exhibit 2.1
to the Company's Current Report on 8-K (File No.
0-23102), dated September 1, 2000. Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
supplementally to the Commission a copy of any
omitted schedule.
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2 Stockholder Agreement by and among DT, Donald W.
Burton and certain affiliated entities, dated as
of August 26, 2000.
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3 Stockholder Agreement between DT and American
Water Works Company, dated as of August 26, 2000.
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4 Stockholder Agreement between DT and SCANA
Communications Holdings, Inc., dated as of August
26, 2000.
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5 Stockholder Agreement between DT and ITC, dated as
of August 26, 2000.
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6 Stockholder Agreement between DT and Sonera, dated
as of August 26, 2000.
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7 Agreement by and among Eliska Wireless Investors
I, L.P. and DT, dated as of August 26, 2000.
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8 Press Release, dated August 27, 2000.
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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.
September 5, 2000 DEUTSCHE TELEKOM AG
/s/ Kevin Copp
----------------------------------
By: Kevin Copp
Title: Head of International Legal
Affairs
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Schedule I
Directors and Executive Officers of Deutsche Telekom AG
The following table sets forth the names, addresses and, with respect
to DT's Board of Management. Each member of the Board of Management is
principally employed by DT.
The Board of Management
Dr. Ron Sommer
Chairman
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Josef Brauner
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Detlef Buchal
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dr. Karl-Gerhard Eick
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Jeffrey A. Hedberg
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Citizen of the United States of America
Dr. Hagen Hultzsch
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dr. Heinz Klinkhammer
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
Dipl. Ing. Gerd Tenzer
Deutsche Telekom AG
Postfach 20 00
53105 Bonn
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EXHIBIT LIST
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<CAPTION>
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Exhibit Number Description
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<S> <C>
1 Agreement and Plan of Merger, dated as of August
26, 2000, between DT and the Company,
incorporated by reference herein from Exhibit 2.1
to the Company's Current Report on 8-K (File No.
0-23102), dated September 1, 2000. Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
upplementally to the Commission a copy of any
omitted schedule.
----------------------------- --------------------------------------------------
2 Stockholder Agreement by and among DT, Donald W.
Burton and certain affiliated entities, dated as
of August 26, 2000.
----------------------------- --------------------------------------------------
3 Stockholder Agreement between DT and American
Water Works Company, dated as of August 26, 2000.
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4 Stockholder Agreement between DT and SCANA
Communications Holdings, Inc., dated as of August
26, 2000.
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5 Stockholder Agreement between DT and ITC, dated as
of August 26, 2000.
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6 Stockholder Agreement between DT and Sonera, dated
as of August 26, 2000.
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7 Agreement by and among Eliska Wireless Investors
I, L.P. and DT, dated as of August 26, 2000.
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8 Press Release, dated August 27, 2000.
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