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Filed by Deutsche Telekom AG
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Powertel, Inc.
Exchange Act File Number 000 23102
THE FOLLOWING WAS USED BY DEUTSCHE TELEKOM AG FOR THE FIRST TIME ON
OCTOBER 13, 2000
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T-Share price impact on VoiceStream
10.13.2000 -- Some press reports have misconstrued the opt-out clause for
VoiceStream shareholders if the T-Share price falls below EUR 33. These reports
have given the impression that VoiceStream shareholders could withdraw from the
agreements as soon as the price of Deutsche Telekom's share falls below EUR 33.
This is not the case. The option to withdraw from the agreements is in fact
linked to certain conditions. Relevant is the Deutsche Telekom share price on
the Frankfurt stock exchange next year, more precisely: immediately before
closing. We expect this to happen in the first half of next year, once the
American regulatory authorities have given all the necessary approvals. An
average price will then be calculated on the basis of a period of 15 days
immediately prior to closing. Seven trading days on the Frankfurt stock exchange
will be chosen at random from these 15 days and it is from these seven days that
the average share price will be calculated. If this average price is below EUR
33, VoiceStream could then withdraw from the agreed partnership.The current
price of the T-Share and any variations in the share price are therefore not of
any significance to the partnership with VoiceStream, since closing is only
possible after all approvals have been given. As already mentioned, we do not
expect that to happen before the first half of 2001.
These materials contain certain statements that are neither reported
financial results nor other historical information. These statements are
forward-looking statements within the meaning of the safe-harbor provisions of
the U.S. federal securities laws. Because these forward-looking statements are
subject to risks and uncertainties, actual future results may differ materially
from those expressed in or implied by the statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' ability to
control or estimate precisely, such as future market conditions, currency
fluctuations, the behavior of other market participants, the actions of
governmental regulators and other risk factors detailed in Deutsche Telekom's
reports filed with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this document. Deutsche Telekom does not
undertake any obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date of
these materials.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in these materials, when it becomes available, because it will contain important
information. The proxy statement /prospectus will be filed with the Securities
and Exchange Commission by Deutsche Telekom AG, Voicestream Wireless Corporation
and Powertel, Inc. Security holders may obtain a free copy of the proxy
statement/prospectus (when available) and other related documents filed by
Deutsche Telekom AG, Voicestream Wireless Corporation and Powertel, Inc. at the
Commission's
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website at www.sec.gov or at the SEC's public reference room located at 450
Fifth Street, NW, Washington D.C. 20549 or at one of the SEC's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. When
available, the proxy statement/prospectus and the other documents may also be
obtained from Deutsche Telekom by contacting Deutsche Telekom AG, Attention:
Petra Michalscheck, 140 Friedrich-Ebert-Allee, 53113 Bonn, Germany, and/or
Deutsche Telekom, Inc., Attention: Brigitte Weniger, 280 Park Avenue, 26th
Floor, New York, New York 10017.
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