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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)
Powertel, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45844L 10 8
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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
N/A
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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 N/A
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
N/A
EACH REPORTING
PERSON -------------------------------------------------
9 SOLE DISPOSITIVE POWER
WITH N/A
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
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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 September 5, 2000, as amended by Amendment No. 1 thereto
filed on October 5, 2000 (the "Schedule 13D"), by Deutsche Telekom AG ("DT")
with respect to the Common Shares of Powertel, Inc., 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, Powertel and Bega II, 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, and, in the event that the Company declares such
dividend, that the exchange ratios for the exchange of the outstanding preferred
stock of the Company be proportionately adjusted, (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 10 hereto, is
incorporated herein by reference.
The preceding summary of certain provisions of the Merger Agreement, as
amended and restated, a copy of which is filed as an exhibit hereto, is not
intended to be complete and is qualified in its entirety by reference to the
full text of such agreement.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
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10 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, DT 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
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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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10 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, DT will furnish supplementally to the Commission a
copy of any omitted schedule.
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