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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
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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 6, 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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7 SOLE VOTING POWER
NUMBER OF 31,250,000
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,250,000
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. 1 (this "Amendment") amends and supplements the Schedule
13D filed on August 2, 2000 (the "Schedule 13D") by Deutsche Telekom AG ("DT")
with respect to the Common Stock of VoiceStream Wireless Corporation, a Delaware
corporation (the "Company"). All capitalized terms used in the 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 6, 2000, DT purchased 3,906,250 shares of Convertible
Preferred Stock of the Company pursuant to the Stock Subscription Agreement for
an aggregate subscription price of $5 billion.
On August 25, 2000, Allen & Company and Doug Smith entered into
Stockholders Agreements with DT pursuant to which they have agreed not to
transfer any of the Common Stock of the Company owned by them, for the periods
specified in the Stockholders Agreements. The agreements with such stockholders,
Exhibits 19 and 20 hereto, are incorporated by reference herein.
On August 26, 2000, DT and Powertel, Inc., a Delaware corporation
("Powertel"), entered into an Agreement and Plan of Merger (the "Powertel Merger
Agreement") pursuant to which a newly formed wholly-owned Delaware subsidiary of
DT would be merged under Delaware law into Powertel (the "Powertel Merger"),
with Powertel being the surviving corporation, and all stockholders of Powertel
becoming entitled to receive ordinary shares of DT. Pursuant to the Powertel
Merger Agreement, among other things, DT has agreed to vote or cause to be voted
all shares of the Company that it owns of record or beneficially in favor of the
separate merger agreement dated as of August 26, 2000, entered into by the
Company and Powertel (the "Company/Powertel Merger Agreement") and, if required,
the other transactions referenced in the Company/Powertel Merger Agreement.
Pursuant to the Company/Powertel Merger Agreement, if the Merger Agreement and
the Powertel Merger Agreement were to terminate, a wholly-owned subsidiary of
the Company would be merged into Powertel with Powertel being the surviving
corporation. The Powertel Merger Agreement, Exhibit 18 hereto, is incorporated
herein by reference.
The preceding summary of certain provisions of the Powertel Merger
Agreement and the Stockholders Agreements referenced herein, copies of which are
filed as exhibits hereto, is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements.
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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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18 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 8-K (File
No. 0-23102), dated August 31, 2000. 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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19 Stockholders Agreement between Allen & Company and DT,
dated as of August 25, 2000.
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20 Stockholders Agreement between Doug Smith and DT, dated
as of August 25, 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 8, 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
Exhibit Number Description
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18 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 8-K
(File No. 0-23102), dated August 31, 2000. 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.
19 Stockholders Agreement between Allen & Company and DT,
dated as of August 25, 2000.
20 Stockholders Agreement between Doug Smith and DT, dated as
of August 25, 2000.
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