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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):August 26, 2000
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POWERTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23102 58-1944750
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1239 O.G. Skinner Drive, West Point, Georgia 31833
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (706) 645-2000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 26, 2000, Powertel, Inc. ("Powertel") entered into separate
definitive merger agreements with each of Deutsche Telekom AG ("DT") and
VoiceStream Wireless Corporation ("VoiceStream"). The DT/Powertel Merger
Agreement (as defined below) and the VoiceStream/Powertel Merger Agreement (as
defined below) are mutually exclusive. If VoiceStream closes its merger with DT
(the "DT/VoiceStream Merger") as contemplated by the merger agreement dated July
23, 2000 between DT and VoiceStream (the "DT/VoiceStream Merger Agreement"),
then Powertel will merge with a subsidiary of DT in accordance with the terms of
the DT/Powertel Merger Agreement, and the VoiceStream/Powertel Merger Agreement
will terminate. However, if the DT/VoiceStream Merger Agreement is terminated,
then the DT/Powertel Merger Agreement will terminate, and Powertel will merge
with a subsidiary of VoiceStream in accordance with the terms of the
VoiceStream/Powertel Merger Agreement.
DT/POWERTEL MERGER AGREEMENT
On August 26, 2000, Powertel entered into a definitive merger agreement
(the "DT/Powertel Merger Agreement") with DT providing for the merger of
Powertel with a subsidiary of DT, with Powertel surviving (the "DT/Powertel
Merger"). If the DT/Powertel Merger is consummated, Powertel will become a
wholly-owned subsidiary of DT, and each share of Powertel common stock will be
converted into the right to receive 2.6353 DT ordinary shares, subject to
certain adjustments. Each share of Powertel's Series A Preferred Stock and
Series B Preferred Stock will be converted into the right to receive 121.9294 DT
ordinary shares. Each share of Powertel's Series D Preferred Stock will be
converted into the right to receive 93.0106 DT ordinary shares. Each share of
Powertel's Series E Preferred Stock and Series F Preferred Stock will be
converted into the right to receive: (i) 179.5979 DT ordinary shares; plus (ii)
2.6353 DT ordinary shares multiplied by the number of shares of Powertel common
stock representing accrued or declared but unpaid dividends on such share of
preferred stock. Powertel stockholders may elect to receive DT shares in the
form of DT ordinary shares, which will be listed on the Frankfurt Stock Exchange
(the "FSE"), or DT American Depositary Receipts, which will be listed on the New
York Stock Exchange (the "NYSE").
The consummation of the DT/Powertel Merger is subject to the
satisfaction of several closing conditions, including, without limitation: (i)
the consummation of the DT/VoiceStream Merger; (ii) the approval and adoption of
the DT/Powertel Merger by the stockholders of Powertel; (iii) receipt of
necessary regulatory approvals, including those of the Federal Communications
Commission ("FCC"); (iv) the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Act"); (v) registration of the shares of DT to be issued in the DT/Powertel
Merger under the Securities Act of 1933 (the "Securities Act"); and (vi) the
approval for listing of such shares on the FSE or NYSE, as the case may be.
In connection with the DT/Powertel Merger Agreement, certain Powertel
stockholders executed stockholders agreements for the benefit of DT (the "DT
Stockholder Agreements"). These Powertel stockholders beneficially own more than
50% of the shares entitled to vote on the DT/Powertel Merger. The DT/Powertel
Stockholder Agreements generally require these stockholders to (a) irrevocably
agree to vote their shares of Powertel stock to approve the DT/Powertel Merger
Agreement and the DT/Powertel Merger and (b) not to transfer their Powertel
stock except as allowed in the DT/Powertel Stockholder Agreements.
Generally, the DT Stockholder Agreements allow for sales of the shares
subject to such agreements as follows: (i) no transfers prior to the vote of
Powertel stockholders to approve the DT/Powertel Merger; (ii) from the date of
the vote until the date of the closing, holders may transfer up to
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17.5% of their aggregate holdings (which amount increases by 3.75% if the
closing occurs after July 31, 2001 and by an additional 3.75% if the closing
occurs after August 31, 2001); (iii) from the date of the closing until three
months thereafter, no transfers are allowed; (iv) from the date that is three
months after the date of the closing until six months following the date of the
closing, holders may transfer up to 40% of their aggregate holdings; and (vi)
following six months after the closing, transfers are not limited by the
DT Stockholder Agreements. In addition, the DT Stockholder Agreements provide
that all registration rights held by the Powertel stockholders terminate at the
effective time of the DT/Powertel Merger.
VOICESTREAM/POWERTEL MERGER AGREEMENT
On August 26, 2000, Powertel also entered into a definitive merger
agreement (the "VoiceStream/Powertel Merger Agreement") with VoiceStream
providing for the merger of Powertel with a subsidiary of VoiceStream, with
Powertel surviving (the "VoiceStream/Powertel Merger"). If the
VoiceStream/Powertel Merger is consummated, Powertel will become a wholly-owned
subsidiary of VoiceStream, and 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 if the VoiceStream Average Closing
Price (as defined below) is $113.33 or below; (ii) 0.65 if the VoiceStream
Average Closing Price is $130.77 or above; and (iii) if the VoiceStream Average
Closing Price is greater than $113.3 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 into
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
VoiceStream/Powertel Merger.
The consummation of the VoiceStream/Powertel Merger is subject to the
satisfaction of several closing conditions, including, without limitation: (i)
the termination of the DT/VoiceStream Merger Agreement; (ii) approval and
adoption of the VoiceStream/Powertel Merger by the stockholders of each of
VoiceStream and Powertel; (iii) receipt of necessary regulatory approvals,
including those of the FCC; (iv) the expiration or termination of the applicable
waiting period under the HSR Act; (v) registration of the shares of VoiceStream
to be issued in the VoiceStream/Powertel Merger under the Securities Act; and
(vi) the approval for listing of such shares on the Nasdaq.
If the DT/VoiceStream Merger terminates, the VoiceStream/Powertel
Merger Agreement would remain effective in accordance with its terms, and
Powertel and VoiceStream would proceed to close the VoiceStream/Powertel Merger.
In connection with the VoiceStream/Powertel Merger Agreement, certain Powertel
stockholders executed stockholders agreements for the benefit of VoiceStream
(the "VoiceStream Stockholder Agreements"). These Powertel stockholders
beneficially own more than 50% of the Powertel shares entitled to vote on the
VoiceStream/Powertel Merger. The VoiceStream Stockholder Agreements generally
require these stockholders (a) to irrevocably agree to vote their shares of
Powertel stock to approve the VoiceStream/Powertel Merger and the
VoiceStream/Powertel Merger Agreement and (b) not to transfer their Powertel
stock except as allowed in the VoiceStream Stockholder Agreements.
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Generally, the VoiceStream Stockholder Agreements allow for sales of
shares subject to such agreements as follows: (i) no transfers prior to the vote
of Powertel stockholders to approve the VoiceStream/Powertel Merger; (ii) from
the date of the vote until the date of the closing, holders may transfer up to
25% of their aggregate holdings; (iii) from closing until six months following
closing, holders are subject to Rule 145 volume restrictions; and (iv) following
six months after the closing, transfers are not limited by the VoiceStream
Stockholder Agreements. The VoiceStream Stockholder Agreements provide for
certain modifications to existing registration rights held by certain Powertel
stockholders.
In connection with the VoiceStream/Powertel Merger, certain VoiceStream
stockholders executed stockholders agreements and agreed, and DT agreed in the
DT/Powertel Merger Agreement, for the benefit of Powertel, to vote in favor of
the VoiceStream/Powertel Merger and not to transfer their shares prior to the
VoiceStream stockholders meeting except to affiliates that agree to be bound by
their agreement to vote their shares. These VoiceStream stockholders
beneficially owned more than 50% of the VoiceStream shares entitled to vote on
the VoiceStream/Powertel Merger. If the DT/VoiceStream Merger terminates, and
certain of the VoiceStream stockholders transfer more than a specified number of
shares following the vote on the VoiceStream/Powertel Merger, then the number of
shares that Powertel stockholders may transfer under the VoiceStream Stockholder
Agreements will be proportionately increased.
Copies of the DT Merger Agreement, the VoiceStream Merger Agreement and
the stockholder agreements entered into by certain VoiceStream stockholders are
attached hereto as exhibits and are incorporated herein by reference. The
summary contained in this Item 5 is qualified by reference to such exhibits. A
copy of the press release announcing the DT Merger Agreement and the VoiceStream
Merger Agreement is attached hereto as an exhibit and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
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2.1 Agreement and Plan of Merger, dated as of August 26,
2000, between Deutsche Telekom AG and Powertel, Inc.
Schedules and certain other attachments to this
Exhibit have not been filed; upon request, Powertel
will furnish supplementally to the Commission a copy
of any omitted schedule or attachment.
2.2 Agreement and Plan of Reorganization, dated as of
August 26, 2000, between VoiceStream Wireless
Corporation and Powertel, Inc. Schedules and certain
other attachments to this Exhibit have not been
filed; upon request, Powertel will furnish
supplementally to the Commission a copy of any
omitted schedule or attachment.
10.1 VoiceStream Stockholders Agreement, dated as of
August 26, 2000, between VoiceStream Wireless
Corporation, Powertel, Inc., John W. Stanton, Theresa
E. Gillespie, PN Cellular, Inc., Stanton Family Trust
and Stanton Communications Corporation.
10.2 VoiceStream Stockholders Agreement, dated as of
August 26, 2000, between VoiceStream Wireless
Corporation, Powertel, Inc., Sonera Corporation and
Sonera Holding B.V.
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10.3 VoiceStream Stockholders Agreement, dated as of
August 26, 2000, between VoiceStream Wireless
Corporation, Powertel, Inc., GS Capital Partners,
L.P., The Goldman Sachs Group, Inc., Bridge Street
Fund 1992, L.P. and Stone Street Fund 1992, L.P.
10.4 TDS Shareholders Agreement, dated as of August 26,
2000, between Powertel, Inc. and Telephone and Data
Systems, Inc.
10.5 VoiceStream Stockholders Agreement, dated as of
August 26, 2000, between VoiceStream Wireless
Corporation, Powertel, Inc., Hutchinson
Telecommunications PCS (USA) Limited and Hutchinson
Telecommunications Holdings (USA) Limited.
99.1 Press Release, dated as of August 27, 2000.
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SIGNATURES
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 hereunto duly authorized.
POWERTEL, INC.
By /s/ Allen E. Smith
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Allen E. Smith
President and Chief Executive Officer
Dated: August 31, 2000
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EXHIBIT LIST
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EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of August 26, 2000,
between Deutsche Telekom AG and Powertel, Inc. Schedules and
certain other attachments to this Exhibit have not been filed;
upon request, Powertel will furnish supplementally to the
Commission a copy of any omitted schedule or attachment.
2.2 Agreement and Plan of Reorganization, dated as of August 26,
2000, between VoiceStream Wireless Corporation and Powertel,
Inc. Schedules and certain other attachments to this Exhibit
have not been filed; upon request, Powertel will furnish
supplementally to the Commission a copy of any omitted
schedule or attachment.
10.1 VoiceStream Stockholders Agreement, dated as of August 26,
2000, between VoiceStream Wireless Corporation, Powertel,
Inc., John W. Stanton, Theresa E. Gillespie, PN Cellular,
Inc., Stanton Family Trust and Stanton Communications
Corporation.
10.2 VoiceStream Stockholders Agreement, dated as of August 26,
2000, between VoiceStream Wireless Corporation, Powertel,
Inc., Sonera Corporation and Sonera Holding B.V.
10.3 VoiceStream Stockholders Agreement, dated as of August 26,
2000, between VoiceStream Wireless Corporation, Powertel,
Inc., GS Capital Partners, L.P., The Goldman Sachs Group,
Inc., Bridge Street Fund 1992, L.P. and Stone Street Fund
1992, L.P.
10.4 TDS Shareholders Agreement, dated as of August 26, 2000,
between Powertel, Inc. and Telephone and Data Systems, Inc.
10.5 VoiceStream Stockholders Agreement, dated as of August 26,
2000, between VoiceStream Wireless Corporation, Powertel,
Inc., Hutchinson Telecommunications PCS (USA) Limited and
Hutchinson Telecommunications Holdings (USA) Limited.
99.1 Press Release, dated as of August 27, 2000.
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