<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
POWERTEL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
73936C 10 9
--------------------------------------------------------------------------------
(CUSIP Number)
Donald W. Burton
614 West Bay Street
Tampa, Florida 33606
(813) 253-2500
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 26, 2000
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [X]
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
<PAGE> 2
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Donald W. Burton
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING
PERSON WITH 1,603,727
----------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------
9 SOLE DISPOSITIVE POWER
1,603,727
----------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,603,727 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
</TABLE>
(1) Includes (i) 116,104 shares of Common Stock of Powertel, Inc. ("Issuer"
or the "Company") held of record by The Burton Partnership, L.P., of
which Mr. Burton is the sole general partner, (ii) 348,313 shares of
Issuer Common Stock held of record by The Burton Partnership (QP),
L.P., of which Mr. Burton is the general partner, (iii) 654,893 shares
of Issuer Common Stock held of record by South Atlantic Venture Fund
II, L.P., of which South Atlantic Venture Partners II, L.P. is the sole
general partner, of which Mr. Burton is the managing general partner,
(iv) 464,417 shares of South Atlantic Venture Fund III, L.P., of which
South Atlantic Partners III, L.P. is the sole general partner, of which
Mr. Burton is the managing general partner, (v) 4,200 shares of Issuer
Common Stock held of record by South Atlantic Private Equity Fund IV,
L.P., of which South Atlantic Private Equity Partners IV is the sole
general partner, of which Mr. Burton is the chairman, (vi) 5,800 shares
of Issuer Common Stock held of record by South Atlantic Private Equity
Fund IV (QP), L.P., of which South Atlantic Private Equity Partners IV,
Inc. is the sole general partner, of which Mr. Burton is the chairman,
and (vii) options to purchase 10,000 shares of Issuer Common Stock held
by Mr. Burton.
<PAGE> 3
PRELIMINARY STATEMENT
This Schedule 13D supercedes the Schedule 13G filed by Donald W. Burton
with the Commission on February 16, 1999, relating to the common stock, $.01 par
value per share (the "Common Stock"), of Powertel, Inc., a Delaware corporation.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock of the Company. 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 Donald W. Burton, a
United States citizen. Mr. Burton is principally engaged in the business of
making venture capital investments, including through the entities listed in
Note 1 to the table above. The business address for Mr. Burton and each such
entity is as set forth on the cover page of this filing.
During the last five years, Mr. Burton has not been (a) convicted in
any criminal proceeding or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which proceeding
Powertel 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 AND OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Burton acquired the Common Stock beneficially owned by him for
investment purposes only. On August 26, 2000, the Company entered into separate
definitive merger agreements with each of Deutsche Telekom AG ("DT") and
VoiceStream Wireless Corporation ("VoiceStream"). The DT/Company Merger
Agreement (as defined below) and the VoiceStream/Company 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 the Company will merge with a subsidiary of DT in accordance with the terms
of the DT/Company Merger Agreement, and the VoiceStream/Company Merger Agreement
will terminate. However, if the DT/VoiceStream Merger Agreement is terminated,
then the DT/Company Merger Agreement will terminate, and the Company will merge
with a subsidiary of VoiceStream in accordance with the terms of the
VoiceStream/Company Merger Agreement.
DT/COMPANY MERGER AGREEMENT
On August 26, 2000, the Company entered into a definitive merger
agreement (the "DT/Company Merger Agreement") with DT providing for the merger
of the Company with a subsidiary of DT, with the Company surviving (the
"DT/Company Merger"). If the DT/Company Merger is consummated, the
<PAGE> 4
Company will become a wholly-owned subsidiary of DT, and each share of Company
Common Stock will be converted into the right to receive 2.6353 DT ordinary
shares, subject to certain adjustments. Each share of the Company'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 the Company's Series D
Preferred Stock will be converted into the right to receive 93.0106 DT ordinary
shares. Each share of the Company'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 Company Common Stock representing accrued or declared but unpaid
dividends on such share of preferred stock. Company 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/Company 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/Company Merger by the stockholders of the Company; (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/Company
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/Company Merger Agreement, Mr. Burton (and
certain of his affiliates) and certain other Company stockholders each executed
separate stockholder agreements for the benefit of DT (the "DT Stockholder
Agreements"). These Company stockholders, including Mr. Burton (and certain of
his affiliates), beneficially own more than 50% of the shares entitled to vote
on the DT/Company Merger. Pursuant to his DT/Company Stockholder Agreement, Mr.
Burton has agreed (a) to vote the shares of Company stock beneficially owned by
him to approve the DT/Company Merger Agreement and the DT/Company Merger and (b)
not to transfer shares of the Company stock beneficially owned by him except as
allowed in his DT/Company Stockholder Agreement.
Under his DT Stockholder Agreement, Mr. Burton is subject to
restrictions on the transfer of shares beneficially owned by him as follows: (i)
no transfers may be made prior to the vote of Company stockholders to approve
the DT/Company Merger; (ii) from the date of the vote until the date of the
closing, Mr. Burton may transfer up to 17.5% of his 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, Mr. Burton may transfer up to 40% of
his aggregate holdings; and (vi) following six months after the closing,
transfers are not limited by his DT Stockholder Agreement.
VOICESTREAM/COMPANY MERGER AGREEMENT
On August 26, 2000, the Company also entered into a definitive merger
agreement (the "VoiceStream/Company Merger Agreement") with VoiceStream
providing for the merger of the Company with a subsidiary of VoiceStream, with
the Company surviving (the "VoiceStream/Company Merger"). If the DT/Voicestream
Merger terminates, the VoiceStream/Company Merger Agreement would remain
effective in accordance with its terms, and the Company and VoiceStream would
proceed to close the VoiceStream/Company Merger. If the VoiceStream/Company
Merger is consummated, the Company will become a wholly-owned subsidiary of
VoiceStream, and the Company 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
<PAGE> 5
by dividing $85.00 by the VoiceStream Average Closing Price. Each share of
Company 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 Company Common Stock into
which such share of Company preferred stock would be converted into as of the
effective time of the merger plus (ii) with respect to the Company's Series E
Preferred Stock and Series F Preferred Stock, the number of shares of Company
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/Company 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/Company Merger by the stockholders of each of
VoiceStream and the Company; (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/Company Merger under the Securities Act; and
(vi) the approval for listing of such shares on the Nasdaq.
In connection with the VoiceStream/Company Merger Agreement, Mr. Burton
(and certain of his affiliates) and certain other Company stockholders, executed
stockholder agreements for the benefit of VoiceStream (the "VoiceStream
Stockholder Agreements"). These Company stockholders, including Mr. Burton (and
certain of his affiliates), beneficially own more than 50% of the Powertel
shares entitled to vote on the VoiceStream/Company Merger. Pursuant to his
VoiceStream Stockholder Agreement, Mr. Burton has agreed (a) to vote the shares
of Company stock beneficially owned by him to approve the VoiceStream/Company
Merger and the VoiceStream/Company Merger Agreement and (b) not to transfer
shares of the Company stock beneficially owned by him except as allowed in his
VoiceStream Stockholder Agreement.
Under his VoiceStream Stockholder Agreement, Mr. Burton is subject to
restrictions on the transfer of shares of Company stock beneficially owned by
him as follows: (i) no transfers may be made prior to the vote of Company
stockholders to approve the VoiceStream/Company Merger; (ii) from the date of
the vote until the date of the closing, Mr. Burton may transfer up to 25% of his
aggregate holdings; (iii) from closing until six months following closing, Mr.
Burton is subject to Rule 145 volume restrictions; and (iv) following six months
after the closing, transfers are not limited by his VoiceStream Stockholder
Agreement. The VoiceStream Stockholder Agreement provides for registration
rights with respect to Mr. Burton's shares of VoiceStream stock.
The foregoing descriptions of the DT/Company Merger Agreement, the
VoiceStream/Company Merger Agreement, the DT Stockholder Agreements and the
VoiceStream Stockholder Agreements are subject to, and qualified in their
entirety by reference to such agreements filed as Exhibits 1 through 4 hereto
and incorporated by reference into this Item 4.
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
Pursuant to the agreements described in Item 4, certain Company
stockholders, including Mr. Burton and his affiliated entities, have agreed to
vote their Common Stock in favor of the DT/Company Merger, the DT/Company Merger
Agreement, the VoiceStream/Company Merger and the VoiceStream/Company Merger
Agreement. Mr. Burton's holdings, including those of his affiliates, include (i)
116,104 shares of Issuer Common Stock held of record by The Burton Partnership,
L.P., of which Mr. Burton is the sole general partner, (ii) 348,313 shares of
Issuer Common Stock held of record by The Burton Partnership (QP), L.P., of
which Mr. Burton is the General Partner, (iii) 654,893 shares of Issuer Common
Stock held of record by South Atlantic Venture Fund II, L.P., of which South
Atlantic Venture Partners II, L.P. is the sole general partner, of which Mr.
Burton is the managing general partner, (iv) 464,417 shares of South Atlantic
Venture Fund III, L.P., of which South Atlantic Partners III, L.P. is the sole
general partner, of which Mr. Burton is the managing general partner, (v) 4,200
shares of Issuer Common Stock held of record by South Atlantic Private Equity
Fund IV, L.P., of which South Atlantic Private Equity Partners IV is the sole
general partner, of which Mr. Burton is the chairman, (vi) 5,800 shares of
Issuer Common stock held of record by South Atlantic Private Equity Fund IV
(QP), L.P., of which South Atlantic Private Equity Partners IV, Inc. is the sole
general partner, of which Mr. Burton is the chairman, and (vii) options to
purchase 10,000 shares of Issuer Common Stock held by Mr. Burton. The number of
shares of Common Stock subject to the agreements described in Item 4 currently
represents more than 50% of the aggregate shares of Common Stock entitled to
vote on the DT/Company Merger Agreement, the DT/Company Merger, the
VoiceStream/Company Merger Agreement and the VoiceStream/Company Merger. Mr.
Burton hereby disclaims beneficial ownership of the Common Stock owned by the
other Company stockholders that are subject to the same or similar voting
arrangements described in Item 4.
(c)
Except for the arrangements described in Item 4, there have not
been any transactions in the Common Stock by Mr. Burton during the past 60 days.
(d)
Not applicable.
(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Items 4 and 5, Mr. Burton has no contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Company or its subsidiaries.
<PAGE> 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1 Agreement and Plan of Merger, dated as of August 26, 2000, between Deutsche Telekom AG
and Powertel, Inc., incorporated by reference herein from Exhibit 2.1 to the Company's
Current Report on Form 8-K, as filed on August 31, 2000.
2 Agreement and Plan of Reorganization, dated as of August 26, 2000, between Powertel, Inc.
and VoiceStream Wireless Corporation, incorporated by reference herein from Exhibit 2.2
to the Company's Current Report on Form 8-K, as filed on August 31, 2000.
3 VoiceStream Stockholder Agreement, dated as of August 26, 2000, between VoiceStream
Wireless Corporation, Donald W. Burton, The Burton Partnership, L.P., South Atlantic
Venture Fund II, L.P., South Atlantic Venture Fund III, L.P., South Atlantic
Private Equity Fund IV, L.P., South Atlantic Private Equity Fund (QP), L.P. and
The Burton Partnership (QP), L.P.
4 DT Stockholder Agreement, dated as of August 26, 2000, between Deutsche Telekom AG,
Donald W. Burton, The Burton Partnership, L.P., South Atlantic Venture Fund II, L.P.,
South Atlantic Venture Fund III, L.P., South Atlantic Private Equity Fund IV,
L.P., South Atlantic Private Equity Fund (QP), L.P. and The Burton Partnership
(QP), L.P.
</TABLE>
<PAGE> 8
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
/s/ Donald W. Burton
--------------------------------------------
DONALD W. BURTON
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
1 Agreement and Plan of Merger, dated as of August 26, 2000, between Deutsche
Telekom AG and Powertel, Inc., incorporated by reference herein from Exhibit
2.1 to the Company's Current Report on Form 8-K, as filed on August 31, 2000.
2 Agreement and Plan of Reorganization, dated as of August 26, 2000, between
Powertel, Inc. and VoiceStream Wireless Corporation, incorporated by reference
herein from Exhibit 2.2 to the Company's Current Report on Form 8-K, as filed
on August 31, 2000.
3 VoiceStream Stockholder Agreement, dated as of August 26, 2000, between
VoiceStream Wireless Corporation, Donald W. Burton, The Burton Partnership,
L.P., South Atlantic Venture Fund II, L.P., South Atlantic Venture Fund III,
L.P., South Atlantic Private Equity Fund IV, L.P., South Atlantic Private
Equity Fund (QP), L.P., The .Burton Partnership (QP), L.P.
4 DT Stockholder Agreement, dated as of August 26, 2000, between Deutsche Telekom AG,
Donald W. Burton, The Burton Partnership, L.P., South Atlantic Venture Fund II, L.P.,
South Atlantic Venture Fund III, L.P., South Atlantic Private Equity Fund IV,
L.P., South Atlantic Private Equity Fund (QP), L.P. and The .Burton Partnership
(QP), L.P.
</TABLE>
