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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. ___ )*
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)
Alan R. Bender
Executive Vice President, General Counsel and Secretary
VoiceStream Wireless Corporation
3650 131st Avenue, S.E.
Bellevue, WA 98006
(425) 653-4600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notes 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-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 Section 240.13d-7(b) 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 the
disclosures provided in a prior cover page.
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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 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 73936 C109 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
VoiceStream Wireless Corporation
91-1983600
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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 (See Instructions) N/A
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5 CHECK 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
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES N/A
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
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PERSON WITH 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*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
N/A
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Schedule 13D") relates to shares of
common stock (the "Common Shares") of Powertel, Inc., a Delaware corporation
(the "Company"), par value $0.01. The address of the 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 VoiceStream Wireless
Corporation, a Delaware corporation ("VoiceStream"). VoiceStream's business
address is 3650 131st Avenue, SE, Bellevue, Washington 98006. VoiceStream is
principally engaged in the provision of wireless telecommunications services and
activities related thereto.
The name, business address, citizenship and principal occupation or
employment of each director or executive officer of VoiceStream (each, a
"Disclosed Party" and collectively, the "Disclosed Parties"), are set forth on
Schedule I hereto and are incorporated herein by reference.
During the last five years, neither VoiceStream nor, to the knowledge
of VoiceStream, any Disclosed Party, has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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, VoiceStream entered into a definitive merger
agreement (the "Merger Agreement") with the Company providing for the merger of
the Company with a subsidiary of VoiceStream, with the Company surviving (the
"Merger"). If the Merger is consummated, the Company will become a wholly-owned
subsidiary of VoiceStream, and holders of Company common and preferred stock
will receive VoiceStream common shares at a conversion ratio ranging from .65 if
the average closing price of VoiceStream common stock is $130.77 or above and
.75 if the average closing price of VoiceStream common stock if $113.33 or
below. Between these two points the ratio adjusts to yield $85 in VoiceStream
common stock for each share of Company common stock equivalent. The average
closing price of VoiceStream common stock will be based on an average of 10
randomly selected trading days during the 20 day period ending 5 trading days
prior to the closing. The conversion ratios are subject to certain adjustments.
The Merger Agreement, Exhibit 1 hereto, is incorporated herein by reference.
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As previously announced, VoiceStream and Deutsche Telekom AG ("DT")
have entered into a merger agreement pursuant to which DT has agreed to acquire
VoiceStream. To facilitate the combination of the three companies, DT and the
Company have entered into a separate definitive agreement for DT to acquire the
Company and for the Company shareholders to receive 2.6353 DT shares for each
share of Company common stock, subject to certain adjustments. The DT/Company
acquisition is expected to close immediately after the DT/VoiceStream
acquisition closes. The VoiceStream/Company merger will not close if the
DT/VoiceStream merger is consummated. Thus, Company shareholders will receive DT
shares unless the merger between VoiceStream and DT is terminated.
The consummation of the Merger is subject to the satisfaction of
several closing conditions, including, without limitation: (i) the termination
of the merger agreement between VoiceStream and DT dated July 23, 2000, as
amended and restated on September 28, 2000; (ii) approval and adoption of the
Merger by the stockholders of the Company; (iii) receipt of necessary regulatory
approvals, including those of the Federal Communications Commission; (iv) the
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; (v) registration of the
shares of VoiceStream to be issued in the Merger under the Securities Act of
1933; and (vi) the approval for listing of such shares on the Nasdaq.
As a condition to VoiceStream's agreeing to enter into the Merger
Agreement, certain stockholders of the Company (the "Stockholders") have entered
into Stockholder Agreements with VoiceStream, 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 Agreement. The Stockholders Agreements, Exhibits 2 to 6
hereto, are incorporated herein by reference.
The preceding summary of certain provisions of the Merger Agreement and the
Stockholders Agreements, 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, which are incorporated by reference herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Pursuant to the Stockholders 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.
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VoiceStream hereby disclaims beneficial ownership of the outstanding shares
owned by the Stockholders that are subject to the Stockholders Agreements. To
the best of VoiceStream's knowledge, no Disclosed Party beneficially owns any
Common Shares, except that Sonera Corporation ("Sonera") owns 100,000 shares of
the Company's Series A Preferred Stock that are currently convertible into
4,626,744 Common Shares. Kaj-Erik Relander, the VoiceStream director designated
by Sonera, may be deemed to beneficially own the Common Shares beneficially
owned by Sonera. Mr. Relander disclaims beneficial ownership of these shares.
(c) Except for the Agreements described in Item 4, there have been no
transactions in Common Shares by VoiceStream or, to the best knowledge of
VoiceStream, any Disclosed Party during the past 60 days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On May 30, 2000, Sonera Holding B.V., a wholly owned subsidiary of
Sonera ("Sonera Holding") entered into a stock purchase agreement with the
Company whereby Sonera Holding agreed to purchase approximately $125 million
worth of Common Shares at $71.80 per share, subject to the closing of the
formation of Eliska Wireless Ventures I, Inc. ("Eliska Ventures"). The closing
of the formation of Eliska Ventures is subject to the receipt of regulatory
approvals, the closing of the acquisition of substantially all of the assets of
DiGiPH PCS, Inc. by Eliska Ventures and the satisfaction of certain other
closing conditions. In connection with the formation of Eliska Ventures, the
Company also entered into a put agreement with Sonera Holding. Pursuant to the
put agreement, from October 1, 2001 until June 30, 2002, Sonera Holding may sell
all of its interest in Eliska Ventures to the Company in exchange for 1,044,568
Common Shares. The stock purchase agreement and the put agreement, exhibits 7
and 8 hereto, are incorporated herein by reference.
Except as set forth in Items 4, 5 or 6, neither VoiceStream nor, to the
best knowledge of VoiceStream any Disclosed Party, has any contracts,
arrangements, understandings or relationships with respect to the securities of
the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1. Agreement and Plan of Merger, dated as of August 26, 2000, between
VoiceStream and the Company, incorporated by reference herein from
Exhibit 2.1 to VoiceStream's Current Report on Form 8-K, as filed on
August 31, 2000. Annexes and similar attachments to this Exhibit have
not been filed; upon request, VoiceStream will furnish supplementally
to the Commission a copy of any omitted annex or attachment.
</TABLE>
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<TABLE>
<S> <C>
2. Stockholder Agreement among VoiceStream Wireless Corporation, Donald W.
Burton, The Burton Partnership, L.P., The Burton Partnership (QP) L.P.,
South Atlantic Venture Fund II, L.P., South Atlantic Venture Fund III,
L.P., South Atlantic Private Equity Fund IV, L.P. and South Atlantic
Private Equity Fund IV (QP), L.P., dated as of August 26, 2000.
3. Stockholder Agreement between VoiceStream Wireless Corporation and
American Water Works Company, dated as of August 26, 2000.
4. Stockholder Agreement between VoiceStream Wireless Corporation and
SCANA Communications Holdings, Inc., dated as of August 26, 2000.
5. Stockholder Agreement among VoiceStream Wireless Corporation, ITC
Holding Company, Inc., ITC Service Company and ITC Wireless Inc., dated
as of August 26, 2000.
6. Stockholder Agreement among VoiceStream Wireless Corporation, Sonera
Corporation and Sonera Holding, B.V., dated as of August 26, 2000.
7. Stock Purchase Agreement dated May 30, 2000, between Powertel, Inc. and
Sonera Holding B.V., incorporated by reference herein from Exhibit 10.1
to the Company's Current Report on Form 8-K, as filed on June 16, 2000.
8. Put Agreement dated May 30, 2000, between Sonera Holding B.V. and
Powertel, Inc., incorporated by reference herein from Exhibit 10.3 to
the Company's Current Report on Form 8-K, as filed on June 16, 2000.
</TABLE>
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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.
VOICESTREAM WIRELESS CORPORATION
Date: October 10, 2000 By: Alan R. Bender
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Name: Alan R. Bender
Title: Executive Vice President,
General Counsel and Secretary
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Schedule I
INFORMATION FOR DIRECTORS AND EXECUTIVE OFFICERS OF VOICESTREAM
The following table sets forth the name, business address, citizenship
and principal occupation or employment of each director or executive officer of
VoiceStream. For each person listed, the number of shares with respect to which
such person or entity has sole voting power, shared voting power and
beneficially owns is none. Except as otherwise indicated, each such person is a
citizen of the United States. Except as otherwise indicated, the principal
occupation of each such person is his or her affiliation with VoiceStream
Wireless Corporation.
VS = VoiceStream Wireless Corporation, 3650 131st Avenue S.E., Bellevue, WA
90086
WWC = Western Wireless Corporation, 3650 131st Avenue S.E., Bellevue, WA
90086
HWL = Hutchison Whampoa Limited, 22nd Floor, Hutchison House, 10 Harcourt Road,
Hong Kong
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation or Employment
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<S> <C>
John W. Stanton Chairman, Director and Chief Executive Officer
VoiceStream Wireless
Corporation of VS and
WWC 3650 131st Avenue S.E.
Bellevue, WA 98006
Robert R. Stapleton President and Director of VS
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, WA 98006
Douglas G. Smith Vice Chairman and Director of VS
Avance Capital 6200 Brookside
Drive Chevy Chase, MD 20815
Donald Guthrie Vice Chairman and Director of VS
VoiceStream Wireless Corporation Vice Chairman of WWC
3650 131st Avenue S.E.
Bellevue, WA 98006
Cregg B. Baumbaugh Executive Vice President - Finance, Strategy
VoiceStream Wireless Corporation and Development of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
Alan R. Bender Executive Vice President, General Counsel and
VoiceStream Wireless Corporation Secretary of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
</TABLE>
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<TABLE>
<S> <C>
Robert P. Dotson Senior Vice President - Marketing and Sales
VoiceStream Wireless Corporation of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
Timothy R. Wong Senior Vice President - Engineering of VS
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, WA 98006
Patricia L. Miller Vice President, Controller and Principal
VoiceStream Wireless Corporation Accounting Officer of VS
3650 131st Avenue S.E.
Bellevue, WA 98006
Mitchell R. Cohen Managing Director, Hellman & Friedman LLC
Hellman & Friedman LLC One Maritime Plaza
One Maritime Plaza 12th Floor
12th Floor San Francisco, CA 94111
San Francisco, CA 94111
Daniel J. Evans Chairman, Daniel J. Evans Associates
Daniel J. Evans Associates 1111 3rd Ave
1111 3rd Ave Suite 3400
Suite 3400 Seattle, WA 98101
Seattle, WA 98101
Richard L. Fields Managing Director and Executive Vice-
Allen & Company Incorporated President, Allen & Company Incorporated
711 Fifth Avenue 711 Fifth Avenue
New York, NY 10022 New York, NY 10022
Canning Fok Director, HWL
Hutchison Whampoa Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Jonathan M. Nelson General Partner, Providence Ventures L.P.
Providence Ventures L.P. Managing Director, Providence Equity Partners
50 Kennedy Plaza, Ninth Floor III LLC
Providence, RI 02903 50 Kennedy Plaza, Ninth Floor
Providence, RI 02903
Terence M. O'Toole Managing Director, Goldman, Sachs & Co.
Goldman, Sachs & Co. 85 Broad Street
85 Broad Street New York, New York 10004
New York, New York 10004
James N. Perry, Jr. Managing Director, Madison Dearborn Partners,
Madison Dearborn Partners, Inc. Inc.
Three First National Plaza, Three First National Plaza, Suite 3800
Suite 3800 Chicago, IL 60602 Chicago, IL 60602
</TABLE>
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<TABLE>
<S> <C>
James J. Ross Independent Venture Capitalist
C/o Becker Ross Stone DeStefano
& Klein
317 Madison Avenue, Suite 1410
New York, NY 10017
Hans Snook Chief Executive Officer,
Orange Plc Orange Plc
50 George Street 50 George Street
W1H 5RF W1H 5RF
United Kingdom United Kingdom
Susan M.F. Woo Chow Deputy Group Managing Director and Executive
Hutchison Whampoa Limited Director of HWL
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Frank J. Sixt Group Finance Director and Executive
Hutchison Whampoa Limited Director of HWL
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
Kaj-Erik Relander Executive Vice President, Sonera Corporation
Sonera Corporation Executive Vice President, Sonera Holding, B.V.
P.O. Box 106 P.O. Box 106
FIN-00051-TELE FIN-00051-TELE
Teollisuuskatu 15, Helsinki Teollisuuskatu 15, Helsinki
Finland Finland
</TABLE>
All of the above executive officers and directors are citizens of the United
States except Canning Fok, who is a citizen of Great Britain, Hans Snook and
Frank J. Sixt, who are citizens of Canada, Susan M.F. Woo Chow, who is a citizen
of Hong Kong, and Kaj-Erik Relander, who is a citizen of Finland.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1. Agreement and Plan of Merger, dated as of August 26, 2000, between
VoiceStream and the Company, incorporated by reference herein from
Exhibit 2.1 to VoiceStream's Current Report on Form 8-K, as filed on
August 31, 2000. Annexes and similar attachments to this Exhibit have
not been filed; upon request, VoiceStream will furnish supplementally
to the Commission a copy of any omitted annex or attachment.
2. Stockholder Agreement among VoiceStream Wireless Corporation, Donald W.
Burton, The Burton Partnership, L.P., The Burton Partnership (QP) L.P.,
South Atlantic Venture Fund II, L.P., South Atlantic Venture Fund III,
L.P., South Atlantic Private Equity Fund IV, L.P. and South Atlantic
Private Equity Fund IV (QP), L.P., dated as of August 26, 2000.
3. Stockholder Agreement between VoiceStream Wireless Corporation and
American Water Works Company, dated as of August 26, 2000.
4. Stockholder Agreement between VoiceStream Wireless Corporation and
SCANA Communications Holdings, Inc., dated as of August 26, 2000.
5. Stockholder Agreement among VoiceStream Wireless Corporation, ITC
Holding Company, Inc., ITC Service Company and ITC Wireless Inc., dated
as of August 26, 2000.
6. Stockholder Agreement among VoiceStream Wireless Corporation, Sonera
Corporation and Sonera Holding, B.V., dated as of August 26, 2000.
7. Stock Purchase Agreement dated May 30, 2000, between Powertel, Inc. and
Sonera Holding B.V., incorporated by reference herein from Exhibit 10.1
to the Company's Current Report on Form 8-K, as filed on June 16, 2000.
8. Put Agreement dated May 30, 2000, between Sonera Holding B.V. and
Powertel, Inc., incorporated by reference herein from Exhibit 10.3 to
the Company's Current Report on Form 8-K, as filed on June 16, 2000.
</TABLE>
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