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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A-4
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
VoiceStream Wireless Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
928615103
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(CUSIP Number)
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)
April 25, 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
WC (See Item 3)
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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 31,484,375
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,484,375
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,484,375
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.63%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 4 (this "Amendment") amends and supplements the
Schedule 13D filed on August 2, 2000, as amended by Amendment No. 1 thereto
filed on September 8, 2000, further amended by Amendment No. 2 thereto filed on
October 5, 2000 and further amended by Amendment No. 3 thereto filed on February
9, 2001 (the "Schedule 13D"), by Deutsche Telekom AG ("DT") with respect to
Common Shares of VoiceStream Wireless Corporation, 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 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by adding the
following at the end of the third paragraph thereof:
Schedule I is hereby amended to reflect the fact that Dr. Hagen
Hultzsch and Detlav Buchal voluntarily left the Board of Management of DT as of
April 30, 2001 and that Dr. Max Hirschberger and Kai-Uwe Ricke have joined the
Board of Management of DT effective as of May 1, 2001. Dr. Max Hirschberger and
Kai-Uwe Ricke are principally employed by DT and their address is Deutsche
Telekom AG, Postfach 20 00, 53105 Bonn.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
On April 25, 2001, the Federal Communications Commission (the "FCC")
granted the applications of DT, the Company and Powertel to transfer control of
the wireless licenses and other authorizations of the Company and Powertel to DT
subject to the condition that DT and the Company will comply with the
agreement they have entered into with the Department of Justice and the Federal
Bureau of Investigation with respect to national security and law enforcement
matters. The FCC also noted that DT will continue to be subject to certain
standard regulatory conditions with respect to its U.S. international license,
including various reporting, accounting, and separation requirements with
respect to the international routes where DT is a dominant carrier. The FCC's
decision is available at the FCC's website at www.fcc.gov.
On April 30, 2001, the Committee on Foreign Investment in the United
States approved DT's acquisition of the Company and Powertel by allowing the 30
day waiting period to expire without commencing an investigation of the
transactions. The transactions remain subject to the fulfillment of customary
closing conditions.
On April 5, 2001, DT and the Company entered into a Letter Agreement
pursuant to which DT and the Company agreed that (i) DT would not receive any
Common Shares pursuant to the stock dividend that was paid by the Company on
April 6, 2001 to holders of record of Common Shares as of March 23, 2001, at
the time of such payment and (ii) in the event that DT elects to convert its
shares of Convertible Preferred Stock into Common Shares in accordance with the
Certificate of Designation of the Convertible Preferred Stock (the "Certificate
of Designation"), the Conversion Rate (as defined in such Certificate of
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Designation) would be adjusted to reflect the dividend and DT will be entitled
to receive at the time of such conversion an additional 234,375 Common Shares
(as may be adjusted pursuant to the Certificate of Designation). The Letter
Agreement, Exhibit 28 hereto, is incorporated herein by reference.
On April 13, 2001, DT, the Company and Bega, Inc., a wholly-owned
subsidiary of DT, amended the Merger Agreement for the purpose of clarifying the
provision governing the conversion of Bega, Inc. shares in the Merger. Amendment
No.1, dated April 13, 2001, to the Merger Agreement, Exhibit 29 hereto, is
incorporated herein by reference.
The preceding summary of the Letter Agreement and Amendment No.1 to the
Merger Agreement, copies of which are filed as exhibits hereto, is not intended
to be complete and is qualified in its entirety by reference to the full text of
such agreements.
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Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by adding the following at
the end thereof:
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Exhibit Number Description
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28 Letter Agreement, dated as of April 5, 2001, between Deutsche
Telekom AG and VoiceStream Wireless Corporation.
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29 Amendment No.1, dated as of April 13, 2001, to the
Merger Agreement, among Deutsche Telekom AG,
VoiceStream Wireless Corporation and
Bega, Inc.
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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.
May 1, 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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28 Letter Agreement, dated as of April 5, 2001, between Deutsche
Telekom AG and VoiceStream Wireless Corporation.
29 Amendment No.1, dated as of April 13, 2001, to the Merger Agreement,
among Deutsche Telekom AG, VoiceStream Wireless Corporation and
Bega, Inc.
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