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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
VOICESTREAM WIRELESS CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
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(CUSIP Number)
Jill F. Dorsey, Esq.
Powertel, Inc.
1239 O.G. Skinner Drive
West Point, Georgia 31833
(706) 645-2000
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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 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. [ ]
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)
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Powertel, Inc.
58-1944750
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE VOTING POWER
PERSON WITH
Not Applicable
8 SHARED VOTING POWER
Not Applicable
9 SOLE DISPOSITIVE POWER
Not Applicable
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not Applicable
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not Applicable
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $0.001 (the
"Common Stock"), of VoiceStream Wireless Corporation (the "Company"). The
address and principal executive office of the Company is: 3650 131st Avenue
S.E., Bellevue, Washington 98006.
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 Powertel, Inc., a
Delaware corporation ("Powertel"). Powertel's business address is 1239 O.G.
Skinner Drive, West Point, Georgia 31833. Powertel is principally engaged in the
telecommunications business.
During the last five years, Powertel 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.
The name, business address, citizenship and present principal
occupation or employment of each executive officer and director of Powertel are
set forth on Schedule I hereto and are incorporated herein by reference. Unless
otherwise specified on Schedule I, each named executive officer and director is
a citizen of the United States.
During the last five years, to the best of Powertel'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 in a 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 AND OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On August 26, 2000, Powertel entered into a definitive merger agreement
(the "Merger Agreement") with the Company providing for the merger of Powertel
with a subsidiary of the Company, with Powertel surviving (the "Merger"). If the
Merger is consummated, Powertel will become a wholly-owned subsidiary of the
Company, and each share of Powertel common stock will be converted into the
right to receive a number of shares of Common Stock determined as follows (the
"Conversion Number"): (i) 0.75 if the Company Average Closing Price (as defined
below) is $113.33 or below; (ii) 0.65 if the Company Average Closing Price is
$130.77 or above; and (iii) if the Company Average Closing Price is greater than
$113.3 and less than $130.77, the quotient determined by dividing $85.00 by the
Company Average Closing Price. Each share of Powertel preferred stock will be
converted into the right to receive a number of shares of 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 "Company 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 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 Merger.
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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 the Company and Deutsche Telekom AG ("DT") dated
July 23, 2000 (the "DT/Company Merger Agreement"); (ii) approval and adoption of
the Merger by the stockholders of each of the Company and Powertel; (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 the Company to be issued in the Merger under
the Securities Act of 1933; and (vi) the approval for listing of such shares on
the Nasdaq.
In connection with the Merger Agreement, certain stockholders of the
Company executed stockholder agreements and agreed, for the benefit of Powertel,
to vote in favor of the Merger Agreement and the Merger and not to transfer any
of their shares of Common Stock prior to the Company's stockholders meeting,
except to affiliates that agree to be bound by their agreement to vote their
shares. In addition, DT agreed, in a merger agreement between DT and Powertel
dated August 26, 2000 (the "DT/Powertel Merger Agreement"), for the benefit of
Powertel, to vote in favor of the Merger Agreement and the Merger and not to
transfer its shares of Common Stock prior to the Company's stockholders meeting,
except to affiliates that agree to be bound by its agreement to vote its shares.
The stockholders of the Company who have agreed to vote in favor of the Merger
beneficially own more than 50% of the Common Stock entitled to vote on the
Merger Agreement and the Merger.
A copy of the Merger Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference. Copies of the stockholder agreements and the
DT/Powertel Merger Agreement are attached hereto as Exhibits 2 through 7 and are
incorporated herein by reference. A copy of the press release announcing the
Merger Agreement is attached hereto as Exhibit 8 and is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
Pursuant to the voting arrangements described in Item 4, certain
Company stockholders have agreed to vote their Common Stock in favor of the
Merger and the Merger Agreement. The number of shares of Common Stock subject to
the voting arrangements described in Item 4 currently represents more than 50%
of the aggregate shares of Common Stock entitled to vote on the Merger Agreement
and the Merger. Powertel hereby disclaims beneficial ownership of the Common
Stock owned by the Company stockholders that are subject to the voting
arrangements described in Item 4.
(c)
Except for the voting arrangements described in Item 4, there have not
been any transactions in the Common Stock by Powertel or, to the best knowledge
of Powertel, by the executive officers or directors of Powertel during the past
60 days.
(d)
Not applicable.
(e)
Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in Items 4 and 5, neither Powertel nor, to the best
knowledge of Powertel, any executive officers or directors of Powertel, 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.
EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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1 Agreement and Plan of Reorganization, dated as of August
26, 2000, between Powertel and the Company, incorporated
by reference herein from Exhibit 2.2 to Powertel's
Current Report on Form 8-K, as filed on August 31, 2000.
Schedules or similar attachments to this Exhibit have not
been filed; upon request, Powertel will furnish
supplementally to the Commission a copy of any omitted
schedule.
2 Agreement and Plan of Merger, dated as of August 26,
2000, between DT and Powertel, incorporated by reference
herein from Exhibit 2.1 to Powertel's Current Report on
Form 8-K, as filed on August 31, 2000. Schedules or
similar attachments to this Exhibit have not been filed;
upon request, Powertel will furnish supplementally to the
Commission a copy of any omitted Schedule.
3 VoiceStream Stockholders Agreement, dated as of August
26, 2000, between the Company, Powertel, John W. Stanton,
Theresa E. Gillespie, PN Cellular, Inc., Stanton Family
Trust and Stanton Communications Corporation,
incorporated by reference herein from Exhibit 10.1 to
Powertel's Current Report on Form 8-K, as filed on August
31, 2000.
4 VoiceStream Stockholders Agreement, dated as of August
26, 2000, between the Company, Powertel, Sonera
Corporation and Sonera Holding B.V., incorporated by
reference herein from Exhibit 10.2 to Powertel's Current
Report on Form 8-K, as filed on August 31, 2000.
5 VoiceStream Stockholders Agreement, dated as of August
26, 2000, between the Company, Powertel, GS Capital
Partners, L.P., The Goldman Sachs Group, Inc., Bridge
Street Fund 1992, L.P. and Stone Street Fund 1992, L.P.,
incorporated by reference herein from Exhibit 10.3 to
Powertel's Current Report on Form 8-K, as filed on August
31, 2000.
6 TDS Shareholders Agreement, dated as of August 26, 2000,
between Powertel and Telephone and Data Systems, Inc.,
incorporated by reference herein from Exhibit 10.4 to
Powertel's Current Report on Form 8-K, as filed on
August 31, 2000.
7 VoiceStream Stockholders Agreement, dated as of August
26, 2000, between the Company, Powertel, Hutchinson
Telecommunications PCS (USA) Limited and Hutchinson
Telecommunications Holdings (USA) Limited, incorporated
by reference herein from Exhibit 10.5 to Powertel's
Current Report on Form 8-K, as filed on August 31, 2000.
8 Press Release, dated August 27, 2000, incorporated by
reference herein from Exhibit 99.1 to Powertel's
Current Report on Form 8-K, as filed on August 31, 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 1, 2000
POWERTEL, INC.
By: /s/ Jill F. Dorsey
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Name: Jill F. Dorsey
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Title: Vice President, General Counsel
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SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF
POWERTEL, INC.
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EXECUTIVE OFFICERS
NAME AND BUSINESS ADDRESS OCCUPATION
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Allen E. Smith President and Chief Executive Officer of Powertel
1239 O.G. Skinner Drive
West Point, Georgia 31833
Fred G. Astor, Jr. Executive Vice President and Chief Financial Officer of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
Rodney D. Dir Chief Operating Officer of Powertel
1239 O.G. Skinner Drive
West Point, Georgia 31833
Nicholas J. Jebbia Executive Vice President and General Manager of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
Walter R. Pettiss Executive Vice President and General Manager of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
H. Jay Galletly Executive Vice President and General Manager of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
Michael P. Tatom Executive Vice President and General Manager of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
George R. Johnson Executive Vice President and General Manager of
1239 O.G. Skinner Drive Powertel
West Point, Georgia 31833
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DIRECTORS
NAME AND BUSINESS ADDRESS OCCUPATION
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Campbell B. Lanier, III Chairman of the Board of Directors of Powertel and
3300 20th Avenue Chairman of ITC Holding Company, Inc.
P.O. Box 20
Valley, Alabama 36854-0020
Allen E. Smith President and Chief Executive Officer of Powertel
1239 O.G. Skinner Drive
West Point, Georgia 31833
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NAME AND BUSINESS ADDRESS OCCUPATION
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Donald W. Burton Managing General Partner of South Atlantic Venture Funds
614 West Bay Street
Tampa, Florida 33606-2704
Ann M. Milligan Chief Marketing Officer of SCANA Corporation
SCANA Corporation
Colombia, South Carolina 29218
Mail Code 194
O. Gene Gabbard Consultant
2500 Regency Parkway
Cary, North Carolina 27511
William H. Scott, III President of ITC Holding Company, Inc.
3300 20th Avenue
P.O. Box 20
Valley, Alabama 36854-0020
William B. Timmerman Chairman, Chief Executive Officer and President of
1426 Maine Street SCANA Corporation
P.O. Box 764
Colombia, South Carolina
Donald W. Weber Consultant
525 Old Cobblestone Drive
Dunwoody, Georgia 30350
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