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Filed by Deutsche Telekom AG
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Powertel, Inc.
Exchange Act File Number 333-47294
THE FOLLOWING IS A LETTER FIRST MAILED BY DEUTSCHE TELEKOM AG TO STOCKHOLDERS OF
VOICESTREAM WIRELESS CORPORATION AND POWERTEL, INC. ON MARCH 3, 2001
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Deutsche Telekom logo Deutsche Telekom logo
March 3, 2001
DEAR STOCKHOLDERS OF VOICESTREAM AND POWERTEL:
Set forth below is a description of some recent developments concerning
Deutsche Telekom AG that we have previously disclosed and that we think you
should consider in connection with the special meetings of stockholders of
VoiceStream Wireless Corporation and Powertel, Inc. that are scheduled for March
13, 2001.
1. On February 21, 2001, Deutsche Telekom announced that it had recently
decided to pursue a new strategy to more aggressively dispose of a
significant part of its real estate portfolio. As part of this process,
Deutsche Telekom is engaging in a review of the value of its real
estate portfolio and has decided to take a special write-down for its
land values in an amount of Euro 2.0 billion before taxes in the fourth
quarter of 2000, compared to a total real estate portfolio book value
of Euro 17.2 billion. On an after tax basis this led to an adjustment
of the company's preliminary announced profit of Euro 7.4 billion to
Euro 5.9 billion for the full year 2000. This write-down had no cash
effect or any effect on the continuing business operations. The
adjustment concerns Deutsche Telekom's results under German accounting
principles; the treatment of the adjustment under U.S. accounting
principles remains to be determined.
2. As previously reported, the Bonn Public Prosecutor has been conducting
an investigation into allegations in the press and elsewhere asserting
that the book values recorded by Deutsche Telekom for its real property
portfolio have been improperly established and maintained under
applicable accounting principles. Deutsche Telekom disputes these
allegations. Deutsche Telekom nonetheless has been cooperating fully in
the investigation and is interested in seeing it expeditiously
resolved. Deutsche Telekom expects, but cannot be sure, that the
adjustment described in the preceding paragraph will be helpful in
resolving the investigation. Deutsche Telekom cannot offer assurances,
however, as to the timing or outcome of the prosecutor's
investigations. Deutsche Telekom believes that the investigation is
being conducted with regard to certain individuals and is not directed
against Deutsche Telekom itself. Adverse consequences for Deutsche
Telekom could nonetheless follow if such individuals were found to have
violated the law.
Very truly yours,
Dr. Karl-Gerhard Eick signature
Dr. Karl-Gerhard Eick
Chief Financial Officer
Deutsche Telekom AG
This letter contains certain statements that are neither reported financial
results nor other historical information. These statements are forward-looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws. Because these forward-looking statements are subject to risks
and uncertainties, actual future results may differ materially from those
expressed in or implied by the statements. Many of these risks and uncertainties
relate to factors that are beyond Deutsche Telekom's ability to control or
estimate precisely, such as future market conditions, currency fluctuations, the
behavior of other market participants, the actions of governmental regulators
and
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other risk factors detailed in Deutsche Telekom's reports filed with the
Securities and Exchange Commission (the "Commission"). Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this letter. We do not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this letter.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the proposed mergers of VoiceStream Wireless
Corporation and Powertel, Inc. with Deutsche Telekom AG, in which VoiceStream
and Powertel will become wholly-owned subsidiaries of Deutsche Telekom, which
has been filed with the Commission and any amendments thereto because it
contains, and any amendments thereto will contain, important information. The
proxy statement/prospectus has been filed with the Commission by Deutsche
Telekom AG, VoiceStream Wireless Corporation and Powertel, Inc. Security holders
may obtain a free copy of the proxy statement/prospectus and other related
documents filed by Deutsche Telekom at the Internet worldwide website maintained
by the Commission at www.sec.gov, or at the Commission's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
room. The proxy statement/prospectus and the other documents may also be
obtained for free from Deutsche Telekom by contacting Deutsche Telekom,
Attention: Petra Michalscheck, Investor Relations, Friedrich-Ebert-Allee 140,
53113 Bonn, Germany and/or Deutsche Telekom, Inc., Attention: Brigitte Weniger,
280 Park Avenue, 26th Floor, New York, New York 10017 and from MacKenzie
Partners, Inc., the Information Agent in connection with the proxy
statement/prospectus, 156 Fifth Avenue, New York, New York 10010, toll-free
(800) 322-2885 or collect, (212) 929-5500.