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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
John W. Stanton
VoiceStream Wireless Corporation
3650 131st Avenue S.E.
Bellevue, WA 98006
(425) 586-8700
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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 a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box[ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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The Filing Persons hereby amend the Schedule 13D originally filed on
March 2, 2000, as amended by Amendment No. 1 filed on July 31, 2000, as set
forth in this Amendment No. 2, which relates to the common stock of VoiceStream
Wireless Corporation, a Delaware corporation. Capitalized terms used but not
defined herein shall have the meanings given to them in the Schedule 13D as
originally filed.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
INVOLVING SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D as originally filed and as amended is hereby
further amended by adding thereto the following:
On August 26, 2000, VoiceStream Wireless Corporation ("VoiceStream")
entered into a definitive merger agreement with Powertel, Inc. ("Powertel")
providing for the merger of VoiceStream and Powertel (the "VoiceStream-Powertel
Agreement"). If the merger is completed, Powertel will become a wholly-owned
subsidiary of VoiceStream, and each share of 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 of a share of
VoiceStream common stock if the VoiceStream Average Closing Price is $113.33 or
below; (ii) 0.65 of a share of VoiceStream common stock if the VoiceStream
Average Closing Price is $130.77 or above; and (iii) if the VoiceStream Average
Closing Price is greater than $113.33 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 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 merger.
The completion of the merger is subject to regulatory approvals and
other customary conditions, including the approval of VoiceStream and Powertel
stockholders. Certain VoiceStream stockholders beneficially owning in the
aggregate more than 50% of the outstanding VoiceStream common stock (calculated
as of the date of the VoiceStream-Powertel Agreement) have entered into
agreements with Powertel in which these stockholders have agreed, among other
things, to vote their shares in favor of the transactions contemplated by the
VoiceStream-Powertel Agreement, as more fully described below. Certain Powertel
stockholders beneficially owning in the aggregate more than 50% of the
outstanding Powertel common stock (calculated as of the date of the
VoiceStream-Powertel Agreement) have entered into agreements with VoiceStream
in which these stockholders
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have agreed, among other things, to vote their shares in favor of the
transactions contemplated by the VoiceStream-Powertel Agreement.
On July 23, 2000, VoiceStream and Deutsche Telekom AG, an
AKTIENGESELLSCHAFT ("DT") entered into a definitive merger agreement providing
for the acquisition of VoiceStream by DT (the "DT-VoiceStream Agreement"). If
the merger of DT and VoiceStream is consummated, the VoiceStream-Powertel
Agreement will terminate automatically. On August 26, 2000, Powertel also
entered into a definitive merger agreement with DT, which, if consummated, will
result in Powertel becoming a wholly-owned subsidiary of DT (the "DT-Powertel
Agreement"). The DT-Powertel Agreement will terminate automatically in the event
the DT-VoiceStream Agreement is terminated. It is a closing condition of the
VoiceStream-Powertel Agreement that both the DT-VoiceStream Agreement and the
DT-Powertel Agreements have terminated in accordance with their respective
terms.
In connection with the VoiceStream-Powertel Agreement, the following
persons have entered into agreements (the "Stockholders Agreements") with
Powertel and, in some cases, VoiceStream, to vote shares of VoiceStream stock,
which in the aggregate represent more than 50% of VoiceStream's currently
outstanding shares, in favor of the transactions contemplated by the
VoiceStream-Powertel Agreement:
John W. Stanton
Theresa E. Gillespie
PN Cellular, Inc.
Stanton Family Trust
Stanton Communications Corporation
GS Capital Partners, L.P.
The Goldman Sachs Group, Inc.
Bridge Street Fund 1992, L.P.
Stone Street Fund 1992, L.P.
Hutchison Telecommunications Holdings (USA) Limited
Hutchison Telecommunications PCS (USA) Limited
Sonera Corporation
Sonera Holding, B.V.
Telephone and Data Systems, Inc.
Pursuant to the Stockholders Agreement entered into by the Filing
Persons, in addition to agreeing to vote in favor of the transactions
contemplated by the VoiceStream-Powertel Agreement, the Filing Persons have
agreed with Powertel not to transfer any VoiceStream stock (or rights to acquire
VoiceStream stock) until the later of January 1, 2001 and the VoiceStream
stockholders' meeting to approve the transactions contemplated by the
VoiceStream-Powertel Agreement, except for transfers to affiliates of the Filing
Persons or as otherwise permitted by the Stockholders Agreement, the
VoiceStream-Powertel Agreement or the DT-VoiceStream Agreement.
The Filing Persons have further agreed that beginning on the later of
January 1, 2001 and the VoiceStream stockholders' meeting to approve the
transactions
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contemplated by the VoiceStream-Powertel Agreement until the first to occur of
(1) the consummation of the transactions contemplated by the
VoiceStream-Powertel Agreement and (2) the termination of the
VoiceStream-Powertel Agreement, if the Filing Persons propose to transfer or
exercise or propose to exercise registration rights with respect to more than
25% of their shares of VoiceStream stock, then the Filing Persons shall notify
certain principal stockholders of Powertel of such transfer at least three
business days in advance and waive any right of the Filing Persons to preclude
or delay the filing of a registration statement or a transfer by such Powertel
stockholders with respect to their Powertel stock up to the amounts permitted
under such Powertel stockholders' Powertel Stockholders Agreements with
VoiceStream.
The Filing Persons have further agreed that for the six-month period
following the consummation of the transactions contemplated by the
VoiceStream-Powertel Agreement, if the Filing Persons propose to transfer or
exercise registration rights with respect to more than such number of shares of
VoiceStream stock that the Filing Persons are permitted to transfer under Rule
144 promulgated under the Securities Act of 1933, as amended, then the Filing
Persons shall notify certain principal stockholders of Powertel of such transfer
at least three business days in advance and, at the Filing Persons' option,
either allow each such Powertel stockholder to include a proportionate
percentage of its shares of VoiceStream stock in any registration statement
required to be filed by the Filing Persons or waive any right of the Filing
Persons to preclude or delay the filing of a registration statement or a
transfer by such Powertel stockholders with respect to their shares up to the
amounts permitted under such Powertel stockholders' Powertel Stockholders
Agreements with VoiceStream.
The Stockholders Agreement further provides that in the event of a
termination of the DT-VoiceStream Agreement and the consummation of the
transactions contemplated by the VoiceStream-Powertel Agreement, the First
Amended and Restated Voting Agreement of VoiceStream (the "First Amended and
Restated Voting Agreement") will be amended to provide for the appointment of a
designee of the Powertel Board of Directors to the VoiceStream Board of
Directors, and to require the Filing Persons to vote their shares of VoiceStream
stock in favor of such designee (and any successor thereto) at the first two
annual meetings after the consummation of the transactions contemplated by the
VoiceStream-Powertel Agreement. The Stockholders Agreement provides that in the
event that VoiceStream and the Filing Persons are unable to cause the execution
of such amendment to the First Amended and Restated Voting Agreement, they shall
enter into a separate voting agreement with certain principal stockholders of
Powertel and other stockholders of VoiceStream providing therefor.
The descriptions of the VoiceStream-Powertel Agreement and Stockholders
Agreement contained herein are subject, and qualified in their entirety by
reference to, the VoiceStream-Powertel Agreement and the Stockholders
Agreement, respectively, each of which has been made an exhibit to this
amendment and is hereby incorporated by reference in this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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99.4 Agreement and Plan of Reorganization, dated as of August
26, 2000, between VoiceStream and Powertel (Incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K of
VoiceStream Wireless Corporation filed on August 31, 2000).
99.5 Stockholders Agreement, dated as of August 26, 2000, among
Powertel, VoiceStream and the Filing Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set for the in this statement is true, complete and
correct.
Dated: August 31, 2000
By /S/ John W. Stanton
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John W. Stanton
By /S/ Theresa E. Gillespie
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Theresa E. Gillespie
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Exhibit Index
<TABLE>
<S> <C>
99.4 Agreement and Plan of Reorganization, dated as of August
26, 2000, between VoiceStream and Powertel (Incorporated herein by
reference to Exhibit 2.1 to the Current Report on Form 8-K of
VoiceStream Wireless Corporation filed on August 31, 2000).
99.5 Stockholders Agreement, dated as of August 26, 2000, among
Powertel, VoiceStream and the Filing Persons.
</TABLE>
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