8-K 1 g69924e8-k.txt POWERTEL, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) May 31, 2001 ------------------------------- POWERTEL, INC. ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-23102 58-1944750 ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS 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 ----------------------------- Not Applicable ------------------------------------------------------------------------------- (Former Name or Former Address, if Changes Since Last Report) 2 ITEM 5. OTHER EVENTS On May 31, 2001, Powertel, Inc. (formerly Intercel, Inc.), a Delaware corporation (the "Company"), issued notices of redemption to redeem on June 30, 2001 (the "Redemption Date"), all of its outstanding 12% Senior Discount Notes due February 1, 2006 at a redemption price of 106.00% for each Note, together with accrued and unpaid interest to the Redemption Date, and all of its outstanding 12% Senior Discount Notes due May 1, 2006 at a redemption price of 106.00% for each Note, together with accrued and unpaid interest to the Redemption Date. The payment of the redemption price, plus accrued and unpaid interest to the Redemption Date, in respect of the February 2006 Notes and the May 2006 Notes is expected to be made on July 2, 2001, the first business day after the Redemption Date. Additional information about the transactions is included in the press release attached hereto as Exhibit 99.1, which was issued on June 6, 2001, the Notice of Redemption relating to the February 2006 Notes attached hereto as Exhibit 99.2, and the Notice of Redemption relating to the May 2006 Notes attached hereto as Exhibit 99.3, each of which is incorporated herein by reference. ITEM 7. EXHIBITS (c) Exhibits 99.1 Press Release, dated as of June 6, 2001. 99.2 Notice of Redemption relating to the February 2006 Notes. 99.3 Notice of Redemption relating to the May 2006 Notes.

2 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. --------------------------------------------- (Registrant) Date June 7, 2001 By /S/ ALAN R. BENDER --------------------- --------------------------------------------- (Signature) EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 3 4 EXHIBIT LIST

~~SECURITIES~~Exhibit ~~AND~~No. ~~EXCHANGE~~Description ~~COMMISSION~~ ----------- ----------- 99.1 Press Release, dated as of June 6, 2001 99.2 Notice of Redemption, dated as of May 31, 2001, issued by the Company pursuant to the provisions of the Indenture, dated as of February 7, 1996, as supplemented by the First Supplemental Indenture, dated as of June 16, 1998, between the Company and Bankers Trust Company, as trustee 99.3 Notice of Redemption, dated as of May 31, 2001, issued by the Company pursuant to the provisions of the Indenture, dated as of April 19, 1996, as supplemented by the First Supplemental Indenture, dated as of June 16, 1998, between the Company and Bankers Trust Company, as trustee

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): May 31, 2001

Powertel, Inc.

(Exact name of registrant as specified in its charter)

Delaware		0-23102		58-1944750
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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

Not Applicable

(Former name or former address, if changed since last report)

Item 1. Change in Control

On May 31, 2001, pursuant to the terms of an Agreement and Plan of Merger, dated as of August 26, 2000, as amended and restated as of February 8, 2001 and amended as of April 13, 2001 (“Merger Agreement”), by and among Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany (“DT”), Powertel, Inc., a Delaware corporation (“Powertel”), and Bega II, Inc., a Delaware corporation (“Bega II”), Bega II was merged with and into Powertel, with Powertel continuing as the surviving corporation (the “Merger”). As a result of the Merger, DT owns all the outstanding stock of Powertel. In connection with the Merger, former holders of Powertel common stock are entitled to receive 2.6353 DT shares for each Powertel common share, and former holders of Powertel preferred stock are entitled to receive DT shares in the amounts set forth in the Merger Agreement.

Pursuant to the Merger Agreement, Powertel stockholders are allowed to elect to receive Deutsche Telekom shares in the form of Deutsche Telekom ordinary shares instead of Deutsche Telekom American depositary shares. Powertel stockholders who do not make an election by 5:00 p.m., New York City time, on June 20, 2001 will receive Deutsche Telekom American depositary shares.

Following the Merger, the Board of Directors of Powertel is composed of:

Donald Guthrie Cregg B. Baumbaugh Alan R. Bender

A copy of the press release announcing the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press release dated May 31, 2001.

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, thereto duly authorized.

Date: May 31, 2001	POWERTEL, INC.
	By:	/s/ Fred G. Astor, Jr.
		Name: Fred G. Astor, Jr.
		Title: Executive Vice President and Chief Financial Officer

EXHIBIT LIST

Exhibit No.		Description
99.1		Press release dated May 31, 2001.

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