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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): May 31, 2001
VoiceStream Wireless Corporation.
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(Exact name of registrant as specified in its charter)
Delaware 000-29667 91-1983600
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12920 SE 38th Street, Bellevue, Washington 98006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 378-4000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control
On May 31, 2001, pursuant to the terms of an Agreement and Plan of
Merger, dated July 23, 2000, as amended and restated as of February 8, 2001 and
amended as of April 13, 2001 ("DT/VoiceStream Merger Agreement"), by and among
Deutsche Telekom AG, an Aktiengesellschaft organized and existing under the laws
of the Federal Republic of Germany ("DT"), VoiceStream Wireless Corporation, a
Delaware corporation ("VoiceStream") and Bega, Inc., a Delaware corporation
formed by Deutsche Telekom ("Bega"), Bega was merged with and into VoiceStream
(the "DT/VoiceStream Merger") with VoiceStream continuing as the surviving
corporation and as a wholly owned subsidiary of DT.
A copy of the press release announcing the completion of the
DT/VoiceStream Merger and setting forth the amount of merger consideration
received by VoiceStream stockholders after giving effect to proration and the
tax-related adjustments provided for in the DT/VoiceStream Merger Agreement is
attached hereto as Exhibit 99.1, and is incorporated herein by reference.
VoiceStream's stockholders approved the DT/VoiceStream Merger Agreement
at a special meeting of VoiceStream stockholders held on March 13, 2001 to vote
on the approval and adoption of the DT/VoiceStream Merger Agreement and the
Agreement and Plan of Reorganization, dated as of August 26, 2000, as amended
and restated as of February 8, 2001, among VoiceStream, Powertel, Inc. and a
wholly-owned subsidiary of VoiceStream (the "VoiceStream/Powertel Merger
Agreement").
The number of votes cast for and against the DT/VoiceStream Merger
Agreement as well as the number of abstentions and broker non-votes were as
follows:
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For Against Abstentions Broker Non-Votes
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204,364,572 1,383,309 44,887 0
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The number of votes cast for and against the VoiceStream/Powertel Merger
Agreement as well as the number of abstentions and broker non-votes were as
follows:
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For Against Abstentions Broker Non-Votes
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205,192,719 550,358 49,951 0
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The VoiceStream/Powertel Merger Agreement automatically terminated upon
the closing of the DT/VoiceStream Merger. As a result of the DT/VoiceStream
Merger, DT owns all of the outstanding capital stock of VoiceStream. In
addition, the Board of Directors of VoiceStream was changed as a result of the
DT/VoiceStream Merger. As of June 1, 2001, the members of the Board of Directors
of VoiceStream are:
Dr. Karl-Gerhard Eick
Jeffrey A. Hedberg
Max Hirschberger
Kai-Uwe Ricke
John W. Stanton
Robert R. Stapleton
Donald Guthrie
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Number Description of Exhibit
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99.1 Press release dated May 31, 2001.
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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: June 1, 2001 VOICESTREAM WIRELESS CORPORATION
(Registrant)
By: /s/ Alan R. Bender
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Name: Alan R. Bender
Title: Executive Vice President, General
Counsel and Secretary