8-K 1 g68959e8-k.txt POWERTEL, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2001 -------------- POWERTEL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-23102 58-1944750 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1239 O.G. Skinner Drive, West Point, Georgia 31833 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (706) 645-2000 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On April 13, 2001, Powertel, Inc., a Delaware corporation ("Powertel"), entered into Amendment No. 1, dated as of April 13, 2001 ("Amendment No. 1"), to the Agreement and Plan of Merger dated as of August 26, 2000, as amended and restated as of February 8, 2001 ("Merger Agreement"), among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany ("DT"), Powertel and Bega II, Inc., a Delaware corporation formed by Deutsche Telekom AG. Amendment No. 1 clarifies the mechanics of the share exchange procedure that occurs between DT and DT's merger subsidiary upon the effectiveness of the DT/Powertel merger. Amendment No. 1 does not affect the consideration to be received by Powertel's stockholders or the procedures that Powertel's stockholders must follow to exchange their shares in the DT/Powertel merger. A copy of Amendment No. 1 is attached hereto as an exhibit and is incorporated herein by reference. The Merger Agreement was filed on February 9, 2001 as Annex B to Powertel's definitive proxy statement on Schedule 14A. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (C) EXHIBITS. 99.1 Amendment No. 1, dated as of April 13, 2001, to the Agreement and Plan of Merger, dated as of August 26, 2000, as amended and restated as of February 8, 2001, among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, Powertel, Inc., a Delaware corporation, and Bega II, Inc., a Delaware corporation formed by Deutsche Telekom AG. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. POWERTEL, INC. By: /s/ Fred G. Astor, Jr. ------------------------------- Fred G. Astor, Jr. Chief Financial Officer Dated: May 2, 2001 4 EXHIBIT LIST

~~DEUTSCHE~~EXHIBIT ~~TELEKOM SEC FILINGS (FILE~~ NO. ~~1-14540)~~DESCRIPTION ~~PERIOD OR FILING DATE~~ -----------~~------------------------------------~~ -----------~~----------~~ ~~Annual~~99.1 ~~Report~~Amendment onNo. ~~Form~~1, ~~20-F~~dated ~~and~~as ~~20-F/A~~of ~~Year~~April ~~ended~~13, ~~December 31~~2001, ~~1999~~to ~~Reports~~the onAgreement ~~Form~~and ~~6-K~~Plan ~~Filed~~of onMerger, ~~June~~dated ~~13,~~as ~~2000,~~of ~~June~~August 2726, 2000, ~~July~~as 5,amended ~~2000,~~and ~~July~~restated ~~19,~~as ~~2000,~~of ~~September~~February 298, ~~2000~~2001, ~~October~~among 4,Deutsche ~~2000~~Telekom AG, ~~October~~an ~~30,~~Aktiengesellschaft ~~2000,~~organized ~~November~~and 9,existing ~~2000,~~under ~~December~~the 5laws of the Federal Republic of Germany, ~~2000~~Powertel, ~~January 23~~Inc., ~~2001~~a Delaware corporation, ~~February~~and 8Bega II, ~~2001~~Inc., ~~February~~a ~~28,~~Delaware ~~2001~~corporation ~~and~~formed ~~March~~by 5,Deutsche ~~2001~~Telekom AG.

VOICESTREAM SEC FILINGS (FILE NO. 0-29667) PERIOD OR FILING DATE ------------------------------------------ --------------------- Annual Report on Form 10-K Year ended December 31, 2000 Current Reports on Form 8-K Filed on February 2, 2001, February 15, 2001, March 22, 2001 and April 10, 2001

EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release dated April 19, 2001.

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