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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VOICESTREAM WIRELESS CORPORATION
(Name of Registrant as specified in its Charter)
(Name of Person(s) Filing Proxy Statement, If Other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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INFORMATION CONCERNING PARTICIPANTS
VoiceStream Wireless Corporation (the "Company") and certain other
persons named below may be deemed to be participants in the solicitation of
proxies of the Company's stockholders to approve the proposed merger between the
Company and Powertel, Inc. ("Powertel"). The participants in this solicitation
may include the directors of the Company: John W. Stanton, Susan M.F. Woo Chow,
Mitchell R. Cohen, Daniel J. Evans, Richard L. Fields, Canning K.N. Fok, Donald
Guthrie, Jonathan M. Nelson, James N. Perry, Jr., Kaj-Erik Relander, James J.
Ross, Frank J. Sixt, Douglas G. Smith, Hans Snook, Robert R. Stapleton, and
Terence M. O'Toole; as well as the executive officers of the Company: Mr.
Stanton, Chairman and Chief Executive Officer; Mr. Stapleton, President; Mr.
Smith, Vice Chairman; Mr. Guthrie, Vice Chairman; Cregg B. Baumbaugh, Executive
Vice President - Finance, Strategy and Development; Alan R. Bender, Executive
Vice President, General Counsel and Secretary; Robert P. Dotson, Senior Vice
President - Marketing; Timothy R. Wong, Senior Vice President - Engineering; and
Patricia L. Miller, Vice President, Controller and Principal Accounting Officer.
As of the date of this communication, to the Company's knowledge, Mr. Stanton
beneficially owns approximately 2.8% of the Company's outstanding common stock,
Mr. Smith beneficially owns approximately 2.0% of the Company's outstanding
common stock, and the directors and executive officers of the Company
beneficially own in the aggregate approximately 42.84% of the Company's common
stock. Messrs. Fok and Sixt and Ms. Chow are employees of Hutchinson Whampoa
Limited, which, to the Company's knowledge, beneficially owns approximately
23.3% of the Company's common stock; Mr. Relander is an employee of Sonera
Corporation, which, to the Company's knowledge, beneficially owns approximately
8.9% of the Company's common stock. Mr. O'Toole is an employee of Goldman Sachs
& Co., which, to the Company's knowledge, beneficially owns approximately 4.7%
of the Company's common stock. Mr. James Perry is an employee of Madison
Dearborn Capital Partners, LP, which to the Company's knowledge, beneficially
owns approximately 1.3% of the Company's common stock. Mr. Richard Fields is an
employee of Allen & Company Incorporated, which to the Company's knowledge,
beneficially owns approximately 1.0% of the Company's common stock. Additional
information about the directors and executive officers of the Company is
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended, filed with the SEC, and will be included in a
proxy statement/prospectus and other relevant documents concerning the proposed
transaction to be filed by the Company with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be
able to obtain the documents free of charge at the SEC's website (www.sec.gov).
In addition, documents filed with the SEC by the Company will be available free
of charge by contacting VoiceStream Wireless Corporation, Attention: Ken
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Prussing, Executive Director, Investor Relations, 3650 131st Avenue S.E.
Bellevue, Washington 98006, (425) 653-4600.
INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION.
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Filed by VoiceStream Wireless Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed to be filed pursuant
to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Powertel, Inc.
Exchange Act File Number 000-23102
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED BY POWERTEL, INC. AND VOICESTREAM
WIRELESS CORPORATION ON AUGUST 27, 2000
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[VOICESTREAM LOGO]
[POWERTEL LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
POWERTEL TO BE ACQUIRED
VOICESTREAM COVERAGE TO EXPAND TO MORE THAN 245 MILLION POTENTIAL U.S. WIRELESS
CUSTOMERS
BELLEVUE, WASHINGTON/WEST POINT, GEORGIA - August 27, 2000 - VoiceStream
Wireless Corporation (NASDAQ: VSTR), and Powertel, Inc. (NASDAQ: PTEL) today
announced that they have entered into a definitive agreement for VoiceStream
Wireless to acquire Powertel. The proposed transaction will substantially expand
VoiceStream's all digital GSM wireless coverage in the Southeastern United
States.
Powertel owns wireless licenses covering 25 million people (POPs) and
operates a GSM network spanning 12 states in the Southeastern United States, in
areas where VoiceStream currently does not market its wireless services. As of
June 30, 2000, Powertel had approximately 727,000 customers, year-to-date total
revenues of $212.3 million and positive operating cash flow for the last two
quarters.
"Powertel is a natural fit into VoiceStream's ever expanding nationwide
footprint," said John W. Stanton, chairman and chief executive officer of
VoiceStream. "We are excited to bring our 'Get More' promise to consumers in the
Southeast, providing them with the best value in wireless service. Powertel
brings a substantial number of new customers and a terrific operating team of
talented employees. Powertel's vast GSM network - with more than 3,000 miles of
highway coverage and access to 25 million people - will provide VoiceStream with
excellent coverage and access to the rapidly growing Southeastern United States.
With Powertel and its affiliates, we estimate that we will have nearly 250
million licensed POPs, and with the addition of the Atlanta market, will have
licenses to serve 24 of the top 25 markets in the United States."
"This merger is a win-win proposition for Powertel shareholders, our
employees and our customers," said Allen E. Smith, Powertel president and chief
executive officer. "We believe the combination of Powertel with VoiceStream will
offer substantial economies of scale to strengthen our overall competitive
position in the Southeast and other parts of the United States. Since our
initial launch in late 1996, Powertel has become a leader in offering customers
in the Southeastern United States simplified and economical wireless services
with excellent network coverage. Our customers can drive from Kentucky to
Florida with continuous wireless coverage at one economical rate. Together we
will have the necessary resources and expertise to
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provide our customers with even more advanced and economical wireless services."
Under the terms of the VoiceStream/Powertel merger agreement, holders of
Powertel common and preferred stock will receive VoiceStream common shares at a
conversion ratio ranging from .65 if the average closing price of VoiceStream
common stock is $130.77 or above and .75 if the average closing price of
VoiceStream common stock is $113.33 or below. Between these two points the ratio
adjusts to yield $85 in VoiceStream common stock for each share of Powertel
common stock equivalent. The average closing price of VoiceStream common stock
will be based on an average of 10 randomly selected trading days during the 20
day period ending 5 trading days prior to the closing. The conversion ratios are
subject to certain adjustments.
Deutsche Telekom AG (NYSE: DT, FSE: DTE), as previously announced, has
agreed to acquire VoiceStream. To facilitate the combination of the three
companies, Deutsche Telekom and Powertel have entered into a separate definitive
agreement for Deutsche Telekom to acquire Powertel and for the Powertel
shareholders to receive 2.6353 Deutsche Telekom shares for each share of
Powertel common stock, subject to certain adjustments. Based on the closing
price of the Deutsche Telekom ordinary shares on the Frankfurt Stock Exchange on
August 25, 2000 of Euro 44.30 (the equivalent of approximately US $39.98), each
share of Powertel common stock would have a potential value of US $105.36. The
Deutsche Telekom/Powertel acquisition is expected to close immediately after the
Deutsche Telekom/VoiceStream acquisition closes. The VoiceStream/Powertel merger
will not close if the Deutsche Telekom/VoiceStream merger is consummated. Thus,
Powertel shareholders will receive Deutsche Telekom shares unless the merger
between VoiceStream and Deutsche Telekom is terminated. The transaction
structure was designed to provide U.S. tax deferred treatment to Powertel
shareholders.
There are approximately 55.9 million outstanding Powertel shares on a fully
diluted basis, including shares underlying outstanding options, warrants and
convertible preferred shares and shares potentially issuable in connection with
the pending Powertel - DiGiPH transaction. Based on this number of outstanding
Powertel shares, Deutsche Telekom would issue up to approximately 147.3 million
new shares. Holders of Powertel preferred shares will exchange their shares on
the basis of the number of underlying Powertel common shares.
Approximately $1.2 billion in Powertel debt will be assumed. Major
shareholders of Powertel and VoiceStream owning more than 50 percent of the
outstanding shares of each of Powertel and VoiceStream, respectively, have
agreed to vote in favor of the mergers. The transactions are also subject to
regulatory approvals, including approval of the Federal Communications
Commission, Powertel and VoiceStream stockholder approvals, and other customary
closing conditions.
For the six months ending June 30, 2000, VoiceStream and Powertel reported
combined total revenues of approximately $923 million and collectively served
approximately 3.3 million digital wireless customers. Powertel achieved positive
operating cash flow for the first time in the first quarter of 2000 and again in
the
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second quarter of 2000 and had approximately $280 million in cash and cash
equivalents at June 30, 2000.
VoiceStream is being advised by Goldman, Sachs & Co. Powertel is being
advised by Morgan Stanley Dean Witter. Deutsche Telekom is being advised by
Donaldson Lufkin & Jenrette.
ABOUT VOICESTREAM
Based in Bellevue, WA, VoiceStream Wireless is a leading provider of
wireless communications services in the United States. Nearly three out of every
four people in the United States live in areas currently licensed to be served
by VoiceStream or its affiliates. VoiceStream is the largest provider of
personal communication services using the globally accepted GSM technology in
the United States. VoiceStream is a member of the North American GSM Alliance
LLC, a group of U.S. and Canadian digital wireless PCS carriers. The GSM
Alliance helps provide GSM wireless communications for their customers in more
than 5,500 U.S. and Canadian cities and towns as well as international service.
Adopted by 149 countries, GSM is the most widely used digital wireless standard
in the world with more than 330 million subscribers on six continents, which
offers an unprecedented roaming advantage to GSM wireless consumers. VoiceStream
has roaming agreements with more than 125 of the major operators worldwide
providing service in 55 countries. Visit the VoiceStream web site at
www.voicestream.com.
ABOUT POWERTEL
Powertel, Inc. provides 100 percent digital PCS wireless services in its
licensed service area in 12 states in the Southeast - one of the largest
contiguous PCS networks in the Southeastern United States. Through its
affiliation with other GSM carriers, Powertel's coverage extends across the
United States to most major cities and into much of Canada to a population of
more than 180 million people. Powertel's core markets are in 34 Southeastern
metropolitan areas and along the major highway corridors that connect them.
Athens, Atlanta, Augusta, Columbus, Birmingham, Chattanooga, Jackson,
Jacksonville, Knoxville, Lexington, Louisville, Macon, Memphis, Nashville and
Savannah are among the municipalities in Powertel's licensed service area. These
areas have an estimated population of more than 25 million people. Visit the
Powertel web site at www.powertel.com
ABOUT DEUTSCHE TELEKOM
Deutsche Telekom is Europe's largest telecommunications company and the
fourth largest carrier worldwide, with 1999 revenues of EUR 35.5 billion ($ 35.7
billion). Deutsche Telekom offers its customers a complete range of products and
services through more than 48 million telephone lines. It is a leading provider
of high-speed digital access lines, with more than 15.3 million marketed ISDN
channels, and new ADSL services that will be available in 60 percent of Germany
by the end of 2000 and 90 percent of the
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country by the end of 2001. In online services, T-Online Deutsche Telekom
subsidiary is Europe's largest Internet provider with more than 6.0 million
customers. Via its mobile subsidiary T-Mobile, Deutsche Telekom serves
approximately 21.3 million mobile telephony customers in Europe through
majority-controlled operations. Deutsche Telekom will become the second largest
European provider of information technology solutions to multinational companies
worldwide upon regulatory approval of its majority investment in debis
Systemhaus. Visit the Deutsche Telekom web site at:
www.telekom.de/international.
This press release 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 the companies' 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 other risk factors detailed in Deutsche Telekom's,
VoiceStream's, and Powertel's reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The companies 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 press release.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this press
release, when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Deutsche Telekom, VoiceStream and Powertel. Security
holders may obtain a free copy of the proxy statement/prospectus (when
available) and other related documents filed by Deutsche Telekom, VoiceStream,
and Powertel at the Commission's website at www.sec.gov or at the Commission's
public reference room located at 450 Fifth Street, NW, Washington D.C 20549 or
at one of the Commission's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information of the public reference rooms. When available, the proxy
statement/prospectus and the other documents may also be obtained from Deutsche
Telekom by contacting Deutsche Telekom, Attention: Petra Michalscheck, Investor
Relations, 140 Friedrich-Ebert-Allee, 53113 Bonn, Germany and/or Deutsche
Telekom, Inc., Attention: Brigitte Weniger, 280 Park Avenue, 26th Floor, New
York, New York 10017; VoiceStream Wireless Corporation by contacting VoiceStream
Wireless Corporation, Attention: Ken Prussing, Executive Director, Investor
Relations, 3650 131st Avenue SE, Bellevue, WA 98006; and Powertel, Inc. by
contacting Powertel, Inc., Attention Kevin Inda, Vice President Investor
Relations, 1239 O.G. Skinner Drive, West Post, GA 31833.
VoiceStream and Powertel, and their respective directors, executive
officers and certain other members of VoiceStream and Powertel management and
employees may be soliciting proxies from VoiceStream and Powertel shareholders,
respectively, in favor of the mergers. Information concerning the participants
will be set forth in the proxy statement/prospectus when it is filed with the
Securities and Exchange Commission
CONTACT INFORMATION:
VoiceStream
- -----------
Investors: Ken Prussing, 877-853-8682
Media: Kim Thompson, 425-653-5027
Sard Verbinnen, Jim Barron 212-687-8080
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Powertel, Inc.,
- ---------------
Investors: Kevin Inda, 706-634-1218
Media: Joe Patterson, 706-634-1493
Deutsche Telekom
- ----------------
Investors: Nils Paellmann, 212-424-2951
Media: Bill McAndrews, 212-424-2996 or 011-49-171-561-5441
Kekst and Company, Todd Fogarty, 212-521-4854
####
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THE FOLLOWING IS A PRESS RELEASE DISSEMINATED IN EUROPE BY DEUTSCHE TELEKOM AG
ON AUGUST 28, 2000
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US MOBILE PROVIDER POWERTEL TO BE ACQUIRED
VOICESTREAM COVERAGE TO EXPAND SUBSTANTIALLY IN THE UNITED STATES
Bonn, August 28, 2000 - VoiceStream Wireless Corporation (Nasdaq: VSTR), and
Powertel, Inc. (Nasdaq: PTEL) today announced that they have entered into a
definitive agreement for VoiceStream Wireless to acquire Powertel. The proposed
transaction will substantially expand VoiceStream's GSM mobile coverage in the
Southeastern United States.
As previously announced, Deutsche Telekom (NYSE: DT, FSE: DTE) has agreed to
acquire VoiceStream, one of the leading national mobile carriers in the United
States. To facilitate the combination of the three companies, Deutsche Telekom
and Powertel have entered into a separate definitive agreement for Deutsche
Telekom to acquire Powertel and for the Powertel shareholders to receive 2.6353
Deutsche Telekom shares for each share of Powertel common stock, subject to
certain adjustments. Based on the closing price of the Deutsche Telekom ordinary
shares at the Frankfurt Stock Exchange on August 25, 2000 of EUR 44.30
(approximately US$ 39.98), each share of Powertel common stock would have a
potential value of US$ 105.36. Based on approximately 55.9 million fully diluted
Powertel shares, Deutsche Telekom would issue up to approximately 147.3 million
new shares. This represents a transaction value of approximately US$ 5.89
billion. The Deutsche Telekom/Powertel acquisition is expected to close
immediately after the Deutsche Telekom/VoiceStream acquisition closes. The
separate VoiceStream/Powertel merger will not close if the Deutsche
Telekom/VoiceStream merger is consummated. Thus, the Powertel shareholders will
receive Deutsche Telekom shares unless the merger between VoiceStream and
Deutsche Telekom is terminated. The transaction structure was designed to
provide U.S. tax deferred treatment to Powertel shareholders.
Approximately $1.2 billion in Powertel debt will be assumed. Certain principal
shareholders of Powertel agreed to hold the Deutsche Telekom shares they would
receive in the transaction for a certain period of time. Major shareholders of
Powertel and VoiceStream owning more than 50 percent of the outstanding shares
of each of Powertel and VoiceStream, respectively, have agreed to vote in favor
of the mergers. The transactions are subject to regulatory approvals, including
approval of the Federal Communications Commission, Powertel and VoiceStream
shareholder approvals and other customary closing conditions.
Powertel owns mobile licenses covering 25 million people and operates a GSM
network spanning 12 states in the Southeastern United States, in areas where
VoiceStream currently does not market its mobile services. As of June 30, 2000,
Powertel had approximately 727,000 customers, year-to-date total revenues of
$212.3
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million and positive operating cash flow for the last two quarters. Together
with Powertel, Voicestream will own licenses covering 245 million people in the
United States, of which 118 million already have coverage. With the addition of
the Atlanta market covered by Powertel, VoiceStream will serve 24 of the top 25
markets in the United States. As of the end of the second quarter 2000,
VoiceStream and Powertel together served approximately 3.3 million subscribers.
This press release 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 the companies' 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 other risk factors detailed in Deutsche Telekom's,
VoiceStream's, and Powertel's reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. The companies 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 press release.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the transactions referenced in this press
release, when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Deutsche Telekom, VoiceStream and Powertel. Security
holders may obtain a free copy of the proxy statement/prospectus (when
available) and other related documents filed by Deutsche Telekom, VoiceStream,
and Powertel at the Commission's website at www.sec.gov or at the Commission's
public reference room located at 450 Fifth Street, NW, Washington D.C 20549 or
at one of the Commission's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further
information of the public reference rooms. When available, the proxy
statement/prospectus and the other documents may also be obtained from Deutsche
Telekom by contacting Deutsche Telekom, Attention: Petra Michalscheck, Investor
Relations, 140 Friedrich-Ebert-Allee, 53113 Bonn, Germany and/or Deutsche
Telekom, Inc., Attention: Brigitte Weniger, 280 Park Avenue, 26th Floor, New
York, New York 10017; VoiceStream Wireless Corporation by contacting VoiceStream
Wireless Corporation, Attention: Ken Prussing, Executive Director, Investor
Relations, 3650 131st Avenue SE, Bellevue, WA 98006; and Powertel, Inc. by
contacting Powertel, Inc., Attention Kevin Inda, Vice President Investor
Relations, 1239 O.G. Skinner Drive, West Post, GA 31833.
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ALLEN E. SMITH, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF POWERTEL, INC.
MADE THE FOLLOWING COMMENTS ON THE AUGUST 28, 2000 VOICESTREAM/POWERTEL MERGER
ANNOUNCEMENT CONFERENCE CALL:
We too, are extremely pleased to be joining forces with Deutsche Telekom
and VoiceStream to create a truly nationwide and global GSM-based wireless
company. We view this transaction as a win-win proposition for Deutsche Telekom
and VoiceStream, our 2,200 employees, our 727,000 Powertel customers, and our
shareholders.
Throughout the last several years, many of us at Powertel have developed a
close working relationship with our friends at VoiceStream. We believe we have a
shared common vision and goal when it comes to delivering high-quality, economic
and innovative digital wireless services over a GSM network with the highest
commitment to customer service. The synergy between our companies had made the
marriage of our two companies was practically inevitable.
Deutsche Telekom and VoiceStream represent one of the world's largest
telecommunications companies. Together, as an integral part of Deutsche Telekom
and VoiceStream, we will collectively have the resources and expertise required
to further establish VoiceStream as one of the nation's leading wireless
providers, including the delivery of high-speed next generation wireless data
services.
Powertel has had great success since we launched our first markets in late 1996
by focusing on three key principles:
[VOICESTREAM LOGO] [POWERTEL LOGO]
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- First, we built a high-quality contiguous GSM network that
links the major cities and highways and covers the areas where
people live, work, and play in our 12-state license area.
- Second, we provide our customers with a variety of economic
and easy-to-understand, all-inclusive flat rate pricing plans
suited to either the regional or national needs of our
customers. We also provide our customers with the option of
paying for service in advance or monthly.
- And third, we put our customers first, developing superior
customer care systems, employing well-trained and friendly
people to serve our customers as well as listening to
customers and providing the services and features they want
from their wireless provider.
Simply put, our goal has been to become the best wireless choice for people
in the Southeast in terms of coverage, pricing plans and services, and customer
support. And we believe our strategy has paid off.
Our subscriber growth this year has been strong. We ended the second
quarter with approximately 727,000 wireless customers, adding approximately
71,000 net new subscribers during the quarter. On a year-to-date basis, we have
added over 180,000 net new subscribers. To put this in perspective, in the first
six months of this year, we have more than doubled our total net subscriber
growth during the same period of 1999, during which we added 87,000 net new
subscribers.
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Earlier this year for the first time, we achieved the major benchmark of
reaching positive operating cash flow. We achieved that goal again in the second
quarter of 2000. Our operational performance in terms of subscriber growth, RPU,
costs to acquire customers, churn, and cash operating costs per customer are
good and continue to be good. Net, net, Powertel's business is strong.
However, while we believe our contiguous regional footprint gives us a
sustainable competitive advantage in the Southeast, we believe our merger with
Deutsche Telekom and VoiceStream will provide additional benefits and allow our
combined company to be even more competitive in our 12-state license area and
the nation. We should now have the leverage of a national brand and a
transparent ubiquitous GSM network. We believe this will result in increased
operational efficiencies in our combined business.
Powertel is extremely excited about joining forces with Deutsche Telekom
and VoiceStream to aggressively compete for share in the exciting and rapidly
growing wireless market.
Powertel's management and significant shareholders are committed to this
merger. Our Board of Directors has already voted to approve the merger. Five of
our largest shareholders have also agreed to vote in favor of the transactions.
The information above contains or may contain forward-looking statements
within the meaning of the U.S. private securities litigation reform act of 1995.
These statements include all statements that are not historical facts and that
relate to intent, belief or current expectations with respect to,
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among other things, the timing and impact of the transactions, the growth and
market opportunities for the companies, the risks associated with the
integration of the companies, and the benefits to existing and future
subscribers and shareholders. It is important to note that these forward looking
statements are not guarantees and that Powertel's actual results could differ
materially from the results anticipated or projected in any such forward-looking
statements, based on a number of important factors.
These factors include whether regulatory and other approvals can be
obtained and whether various other conditions and uncertainties to the
transactions will occur that may delay or impede the success of these
transactions. Powertel's filings with the U.S. Securities and Exchange
Commission, particularly its most recent report on Form 10K, contain, and future
filings will contain, cautionary statements, including certain risks and
uncertainties, that could cause actual results to differ materially from
projections contained in any forward-looking statements made by Powertel.
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