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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)
Edith Shih
Hutchison Whampoa Limited
22nd Floor, Hutchison House
10 Harcourt Road
Hong Kong
(852-2128-1188)
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(Name, address and telephone number of person authorized
to receive notices and communications)
Copies to:
John A. Otoshi
Dewey Ballantine LLP
Suite 701, Edinburgh Tower
The Landmark
15 Queen's Road Central
Hong Kong
(852-2509-7000)
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 [ ].
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This statement constitutes Amendment No. 2 to the Schedule 13D filed by
Hutchison Whampoa Limited, a Hong Kong corporation, on its own behalf and on
behalf of Hutchison Telecommunications PCS (USA) Limited ("PCS"), a British
Virgin Islands corporation, an indirect wholly-owned subsidiary of HWL,
Hutchison Telecommunications Holdings (USA) Limited ("HOLDINGS"), a British
Virgin Islands corporation, an indirect wholly-owned subsidiary of HWL, and
Cheung Kong (Holdings) Limited, a Hong Kong corporation, a 49.9% shareholder of
HWL, with the Securities and Exchange Commission on March 6, 2000, relating to
the common stock of VoiceStream Wireless Corporation, a Delaware corporation.
Terms defined in the Schedule 13D previously filed have the same meaning in this
Amendment.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 of the Schedule 13D as amended by Amendment No. 1 is hereby
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
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VoiceStream-Powertel Agreement. 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 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 PCS and
HOLDINGS, in addition to agreeing to vote in favor of the transactions
contemplated by the VoiceStream-Powertel Agreement, PCS and HOLDINGS 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 PCS and
HOLDINGS or as otherwise permitted by the Stockholders Agreement, the
Voice-Stream Powertel Agreement or the DT-VoiceStream Agreement.
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PCS and HOLDINGS have further agreed that beginning on the later of
January 1, 2001 and the VoiceStream stockholders' meeting to approve the
transactions 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 PCS or HOLDINGS proposes to transfer or
exercise or propose to exercise registration rights with respect to more than
25% of their shares of VoiceStream stock, then PCS and HOLDINGS, respectively,
shall notify certain principal stockholders of Powertel of such transfer at
least three business days in advance and waive any right of PCS and HOLDINGS 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.
PCS and HOLDINGS have further agreed that for the six-month period
following the consummation of the transactions contemplated by the
VoiceStream-Powertel Agreement, if PCS or HOLDINGS proposes to transfer or
exercise registration rights with respect to more than such number of shares of
VoiceStream stock that PCS and HOLDINGS, respectively, are permitted to transfer
under Rule 144 promulgated under the Securities Act of 1933, as amended, then
PCS or HOLDINGS, respectively, shall notify certain principal stockholders of
Powertel of such transfer at least three business days in advance and, at the
option of PCS and HOLDINGS, respectively, 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 PCS and HOLDINGS or
waive any right of PCS and HOLDINGS 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 PCS and HOLDINGS 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 PCS or HOLDINGS 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 Merger Agreement and Stockholders Agreement
contained herein are subject, and qualified in their entirety by reference to,
the Merger 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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Item 7 of the Schedule 13D as originally filed is hereby amended by
adding thereto the following Exhibits:
Exhibit No.
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10. Agreement and Plan of Reorganization dated August 26, 2000
(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).
11. Stockholders Agreement dated August 26, 2000 among
Powertel, VoiceStream, Hutchison Telecommunications PCS (USA) Limited
and Hutchison Telecommunications Holdings (USA) Limited.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 2, 2000
FOR AND ON BEHALF OF
HUTCHISON WHAMPOA LIMITED
By: /s/ Frank Sixt
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Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS PCS (USA) LIMITED
By: /s/ Frank Sixt
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Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
HUTCHISON TELECOMMUNICATIONS HOLDINGS (USA)
LIMITED
By: /s/ Frank Sixt
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Name: Frank Sixt
Title: Director
FOR AND ON BEHALF OF
CHEUNG KONG (HOLDINGS) LIMITED
By: /s/ Frank Sixt
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Name: Frank Sixt
Title: Director
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Exhibit Index
Exhibit No.
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10. Agreement and Plan of Reorganization dated August 26, 2000
(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).
11. Stockholders Agreement dated August 26, 2000 among Powertel,
VoiceStream, Hutchison Telecommunications PCS (USA) Limited
and Hutchison Telecommunications Holdings (USA) Limited.
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