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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
Deutsche Telekom AG
Kevin Copp, Head of International Legal Affairs
Friedrich-Ebert-Allee 140
D-53113 Bonn, Germany
49-228-181-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 28, 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 which 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(b) for other
parties to whom copies are to be sent.
(Continued on the following pages)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Telekom AG
IRS Identification Number: N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF 7 SOLE VOTING POWER
SHARES 31,250,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,250,000
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.74%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 (this "Amendment") amends and supplements the
Schedule 13D filed on August 2, 2000, as amended by Amendment No. 1 thereto
filed on September 8, 2000 (the "Schedule 13D"), by Deutsche Telekom AG ("DT")
with respect to the Common Shares of VoiceStream Wireless Corporation, a
Delaware corporation (the "Company"). All capitalized terms used in this
Amendment and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
On September 28, 2000, DT, the Company and Bega, Inc., a Delaware
corporation formed by DT, amended and restated the Merger Agreement for the
purpose of making Bega, Inc. a party to the Merger Agreement and making other
technical changes. The Merger Agreement, as amended and restated on September
28, 2000, Exhibit 21 hereto, is incorporated herein by reference.
On September 28, 2000, DT, Powertel, Inc. ("Powertel") and Bega II, Inc.,
a Delaware corporation formed by DT, amended and restated the Powertel Merger
Agreement for the purpose of making Bega II, Inc. a party to the Powertel
Merger Agreement and making other technical changes. The Powertel Merger
Agreement, as amended and restated on September 28, 2000, Exhibit 22 hereto, is
incorporated herein by reference.
On September 18, 2000, Madison Dearborn Capital Partners, LP entered into
a Stockholder Agreement with DT pursuant to which Madison Dearborn Capital
Partners agreed not to transfer certain of the Common Shares of the Company
owned by Madison Dearborn Capital Partners for the periods specified therein.
The Stockholder Agreement with Madison Dearborn Capital Partners, Exhibit 23
hereto, is incorporated herein by reference.
On September 19, 2000, Telephone & Data Systems, Inc. entered into a
letter agreement with DT pursuant to which Telephone & Data Systems and DT
agreed to certain procedures concerning DT's delivery of the merger
consideration to be paid to the stockholders of the Company in the Merger. The
letter agreement, Exhibit 24 hereto, is incorporated herein by reference.
On September 27, 2000, DT entered into an agreement with SSPCS
Corporation, a joint venture partner of the Company having a contingent
contractual right, under certain circumstances, to exchange its interest in the
joint ventures or affiliates of such joint ventures into Common Shares.
Pursuant to this agreement, DT agreed to assume on the date the Merger is
completed the Company's obligations under the exchange rights and SSPCS
Corporation consented to the form and substance of such assumption. The
agreement, Exhibit 25 hereto, is incorporated herein by reference.
The preceding summary of certain provisions of the Merger Agreement, as
amended and restated, the Powertel Merger Agreement, as amended and restated,
the Stockholder Agreements referenced herein and the agreements with joint
venture partners of the Company, copies of which are filed as exhibits hereto,
is not intended to be complete and is qualified in its entirety by
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reference to the full text of such agreements. DT hereby disclaims beneficial
ownership of the Common Shares of the Company that are subject to the
Stockholder Agreements and the agreements with the Company's joint venture
partners.
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
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Exhibit Number Description
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21 Agreement and Plan of Merger, dated as of July 23,
2000, as amended and restated on September 28,
2000, among DT, the Company and Bega, Inc., a
Delaware corporation formed by DT, incorporated by
reference herein from Exhibit 2.1 to DT's
registration statement on Form F-4 filed with the
Securities and Exchange Commission on October 4,
2000 (Registration No. 333-47294). Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
supplementally to the Commission a copy of any
omitted schedule.
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22 Agreement and Plan of Merger, dated as of August
26, 2000, as amended and restated on September 28,
2000, among DT, Powertel, and Bega II, Inc., a
Delaware corporation formed by DT, incorporated by
reference herein from Exhibit 2.2 to DT's
registration statement on Form F-4 filed with the
Securities and Exchange Commission on October 4,
2000 (Registration No. 333-47294). Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
supplementally to the Commission a copy of any
omitted schedule.
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23 Stockholders Agreement between Madison Dearborn
Capital Partners, LP and DT, dated as of September
18, 2000.
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24 Letter Agreement between Telephone & Data Systems,
Inc. and DT, dated September 19, 2000.
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25 Agreement between SSPCS Corporation and DT, dated
as of September 27, 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.
October 5, 2000 DEUTSCHE TELEKOM AG
/s/ Kevin Copp
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By: Kevin Copp
Title: Head of International Legal
Affairs
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EXHIBIT LIST
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<CAPTION>
Exhibit Number Description
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21 Agreement and Plan of Merger, dated as of July 23,
2000, as amended and restated on September 28,
2000, among DT, the Company and Bega, Inc., a
Delaware corporation formed by DT, incorporated by
reference herein from Exhibit 2.1 to DT's
registration statement on Form F-4 filed with the
Securities and Exchange Commission on October 4,
2000 (Registration No. 333-47294). Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
supplementally to the Commission a copy of any
omitted schedule.
22 Agreement and Plan of Merger, dated as of August
26, 2000, as amended and restated on September 28,
2000, among DT, Powertel, Inc. and Bega II, Inc.,
a Delaware corporation formed by DT, incorporated
by reference herein from Exhibit 2.2 to DT's
registration statement on Form F-4 filed with the
Securities and Exchange Commission on October 4,
2000 (Registration No. 333-47294). Schedules or
similar attachments to this Exhibit have not been
filed; upon request, DT will furnish
supplementally to the Commission a copy of any
omitted schedule.
23 Stockholder Agreement between Madison Dearborn
Capital Partners, LP and DT, dated as of
September 18, 2000.
24 Letter Agreement between Telephone & Data
Systems, Inc. and DT, dated September 19, 2000.
25 Agreement between SSPCS Corporation and DT, dated
as of September 27, 2000.
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