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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-3
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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)
February 8, 2001
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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
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING
PERSON -------------------------------------------------
9 SOLE DISPOSITIVE POWER
WITH 31,250,000
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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)
11.07%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 (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 and further amended by Amendment No. 2 thereto filed
on October 5, 2000 (the "Schedule 13D"), by Deutsche Telekom AG ("DT") with
respect to 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.
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Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
On February 8, 2001, DT, the Company and Bega, Inc., a Delaware
corporation formed by DT, amended and restated the Merger Agreement for the
purpose of (i) setting May 31, 2001 as the earliest date on which the Merger may
be completed, (ii) permitting the Company to pay a stock dividend of up to
0.0075 of a Common Share for each Common Share outstanding prior to the
completion of the Merger, (iii) agreeing that if all the conditions to
completion of the Merger are satisfied or waived as of a date that is earlier
than May 31, 2001, including the condition that no material adverse effect on
the Company shall have occurred, then after that earlier date DT will no longer
have the ability to terminate the Merger Agreement because of any material
adverse effect on, or any material inaccuracy in a representation or warranty
of, the Company and (iv) making other technical changes. The Merger Agreement,
as amended and restated as of February 8, 2001, Exhibit 26 hereto, is
incorporated herein by reference.
On February 8, 2001, 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 (i) setting May 31, 2001 as the earliest date on
which the Powertel Merger may be completed, (ii) permitting Powertel to pay a
stock dividend of up to 0.0075 of a share of common stock of Powertel, par value
$0.01 per share (the "Powertel Common Shares") for each Powertel Common Share
outstanding prior to the completion of the Powertel Merger, and, in the event
that Powertel declares such dividend, that the exchange ratios for the exchange
of the outstanding Powertel preferred stock be proportionately adjusted, (iii)
agreeing that if all the conditions to completion of the Powertel Merger are
satisfied or waived as of a date that is earlier than May 31, 2001, including
the condition that no material adverse effect on Powertel shall have occurred,
then after that earlier date DT will no longer have the ability to terminate the
Powertel Merger Agreement because of any material adverse effect on, or any
material inaccuracy in a representation or warranty of, Powertel and (iv) making
other technical changes. The Powertel Merger Agreement, as amended and restated
as of February 8, 2001, Exhibit 27 hereto, is incorporated herein by reference.
The preceding summary of certain provisions of the Merger Agreement, as
amended and restated, and the Powertel Merger Agreement, as amended and
restated, 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.
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Item 7 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
EXHIBIT NUMBER DESCRIPTION
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26 Agreement and Plan of Merger, dated as of July 23, 2000, as
amended and restated as of February 8, 2001, among Deutsche
Telekom AG, VoiceStream Wireless Corporation and Bega, Inc., a
Delaware corporation formed by Deutsche Telekom AG,
incorporated by reference herein from Exhibit 2.1 to
Amendment No. 2 to Deutsche Telekom AG's registration
statement on Form F-4, filed with the Securities and Exchange
Commission on February 9, 2001 (Registration No. 333-47294).
Schedules or similar attachments to this Exhibit have not
been filed; upon request, Deutsche Telekom AG will furnish
supplementally to the Commission a copy of any omitted
schedule.
27 Agreement and Plan of Merger, dated as of August 26, 2000, as
amended and restated as of February 8, 2001, among Deutsche
Telekom AG, Powertel, Inc. and Bega II, Inc., a Delaware
corporation formed by Deutsche Telekom AG, incorporated by
reference herein from Exhibit 2.2 to Amendment No. 2 to
Deutsche Telekom AG's registration statement on Form F-4,
filed with the Securities and Exchange Commission on February
9, 2001 (Registration No. 333-47294). Schedules or similar
attachments to this Exhibit have not been filed; upon
request, Deutsche Telekom AG will furnish supplementally to
the Commission a copy of any omitted schedule.
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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.
February 9, 2001 DEUTSCHE TELEKOM AG
/S/ KEVIN COPP
By: Kevin Copp
Title: Head of International Legal
Affairs
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EXHIBIT LIST
EXHIBIT NUMBER DESCRIPTION
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26 Agreement and Plan of Merger, dated as of July 23, 2000, as
amended and restated as of February 8, 2001, among Deutsche
Telekom AG, VoiceStream Wireless Corporation and Bega, Inc.,
a Delaware corporation formed by Deutsche Telekom AG,
incorporated by reference herein from Exhibit 2.1 to
Amendment No. 2 to Deutsche Telekom AG's registration
statement on Form F-4, filed with the Securities and
Exchange Commission on February 9, 2001 (Registration No.
333-47294). Schedules or similar attachments to this Exhibit
have not been filed; upon request, Deutsche Telekom AG will
furnish supplementally to the Commission a copy of any
omitted schedule.
27 Agreement and Plan of Merger, dated as of August 26, 2000, as
amended and restated as of February 8, 2001, among Deutsche
Telekom AG, Powertel, Inc. and Bega II, Inc., a Delaware
corporation formed by Deutsche Telekom AG, incorporated by
reference herein from Exhibit 2.2 to Amendment No. 2 to
Deutsche Telekom AG's registration statement on Form F-4,
filed with the Securities and Exchange Commission on February
9, 2001 (Registration No. 333-47294). Schedules or similar
attachments to this Exhibit have not been filed; upon
request, Deutsche Telekom AG will furnish supplementally to
the Commission a copy of any omitted schedule.