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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Additional Agreements
- ADDITIONAL AGREEMENTS Section 5.01. Voicestream Proxy Statement; the Registration Statement and the German Listing Prospectus
- Additional Information
- Adjustment in Connection with Permitted Dividends
- Agreements to Vote in Favor of the Deutsche Telekom/Powertel Merger
- Agreements to Vote in Favor of the Mergers
- Agreements to Vote in Favor of the VoiceStream/Powertel Merger
- Agreements with Joint Venture Partners of VoiceStream
- Agreements with Telephone & Data Systems, Inc, The
- Agreement to Elect a Powertel Nominee to the VoiceStream Board of Directors
- Agreement to Vote
- Agreement with Eliska Wireless Investors I, L.P
- Agreement with Sonera Holding B.V
- Amendment and Restatement
- Amendment of Governing Organizational Instruments
- Amendments and Termination
- Amendment; Waiver; Assignment
- Annex D
- Annex E
- Annex F
- Annex G
- Appraisal Rights
- Article I
- Article Ii
- Article Iii
- Article Iv
- Article V
- Article Vi
- Article Vii
- Article Viii
- Authorized Capital
- Background of Deutsche Telekom/ Powertel Merger and VoiceStream/ Powertel Merger
- Background of the Deutsche Telekom/ VoiceStream Merger
- Beneficial Ownership of Powertel Common Shares
- Beneficial Ownership of VoiceStream Common Shares
- Books of Depositary
- Burdensome Condition
- Business and Operations
- Changes Affecting Shares
- Classification of the Board
- Closing Conditions
- CLOSING CONDITIONS Section 6.01. Conditions to Each Party's Obligation to Effect the Merger
- Companies, The
- Company
- Comparison of Rights of VoiceStream and Powertel Stockholders and Deutsche Telekom Shareholders
- Conditional Capital
- Conditions Precedent
- Conditions to Each Party's Obligations to Complete the Deutsche Telekom/Powertel Merger
- Conditions to Each Party's Obligations to Complete the Deutsche Telekom/VoiceStream Merger
- Conduct of Business Pending the Deutsche Telekom/Powertel Merger
- Conduct of Business Pending the Deutsche Telekom/VoiceStream Merger
- CONDUCT OF BUSINESS PENDING THE MERGER Section 4.01. Conduct of Business in the Ordinary Course
- Conduct of Business Pending the VoiceStream/Powertel Merger
- Conflict-of-Interest Transactions
- Consideration To Be Received in the Deutsche Telekom/Powertel Merger
- Consideration To Be Received in the Deutsche Telekom/VoiceStream Merger
- Consideration To Be Received in the VoiceStream/Powertel Merger
- Cook Inlet exchange rights
- Covenants Relating to Conduct of Business
- DEFINITIONS Section 8.01. Certain Definitions
- Description of Deutsche Telekom American Depositary Shares
- Description of Deutsche Telekom Ordinary Shares
- Deutsche Telekom
- Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
- Deutsche Telekom AG
- Deutsche Telekom Following the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
- Deutsche Telekom Investment Agreements, The
- Deutsche Telekom Peer Group
- Deutsche Telekom/Powertel Merger
- Deutsche Telekom/Powertel Merger Agreement, The
- Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger, The
- Deutsche Telekom's Agreements with Stockholders of Powertel
- Deutsche Telekom's Agreements with Stockholders of VoiceStream
- Deutsche Telekom's Agreement with Joint Venture Partners of Powertel
- Deutsche Telekom's Reasons for the Deutsche Telekom/Powertel Merger
- Deutsche Telekom's Reasons for the Deutsche Telekom/VoiceStream Merger
- Deutsche Telekom Unaudited Pro Forma Condensed Combined Financial Statements
- Deutsche Telekom/VoiceStream Merger Agreement, The
- Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/ Powertel Merger, The
- Deutsche Telekom/Voicestream Merger, The
- Disclosure of Interests
- Dissenting Shares
- Dividend Data
- Dividends
- Dividends and Distributions
- Dividends and Other Distributions
- Domestic PCS Peer Group
- Duties of Directors
- Effective Time and Timing of Closing
- Efforts to Complete the Deutsche Telekom/Powertel Merger
- Efforts to Complete the Deutsche Telekom/VoiceStream Merger
- Efforts to Complete the VoiceStream/Powertel Merger
- Election and Exchange of Certificates Representing Powertel Shares
- Election and Exchange of Certificates Representing VoiceStream Common Shares
- Election Procedures
- Employee Benefits
- Exchange of Certificates Representing Powertel Shares
- Exchange Rates
- Exchange Ratio
- Exon-Florio
- Expenses
- Experts
- Explanation of Potential Tax-Related Adjustment to Merger Consideration
- Fcc
- Federal Securities Law Consequences of the Mergers
- Fees and Charges
- Fees and Expenses
- First Amended and Restated Voting Agreement
- Foreign Currency Conversion
- Forward-Looking Statements
- General
- General Provisions
- GENERAL PROVISIONS Section 9.01. Non-Survival of Representations, Warranties and Agreements
- German Foreign Exchange Controls
- German Tax Considerations for Non-German Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
- Important Definitions
- Indemnification and Insurance
- Indemnification of Directors and Officers
- Information About Deutsche Telekom ADSs
- Inspection of Share Register
- Interests of Directors and Officers of Powertel in the Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger
- Interests of Directors and Officers of VoiceStream in the Deutsche Telekom/VoiceStream Merger
- Interests of Directors and Officers of VoiceStream in the VoiceStream/Powertel Merger
- Investor Agreement
- Issuance of Deutsche Telekom ADSs upon Deposit of Deutsche Telekom Ordinary Shares
- ITC Holding Company, Inc
- Letter Agreement with Telephone & Data Systems, Inc, The
- Liability of Directors and Officers
- Limitation on Enforceability of Civil Liabilities Under U.S. Federal Securities Laws
- Limitations on Obligations and Liabilities
- Liquidation Rights
- Listing of Securities
- Loans to Directors
- Management Board and Supervisory Board
- Management Board Compensation and Share Ownership
- Management Board of Deutsche Telekom
- Market Price and Dividend Data
- Market Prices
- Material adverse effect
- Meetings of Shareholders
- Members of the Management Board of Deutsche Telekom
- Members of the Supervisory Board of Deutsche Telekom
- Merger
- MERGER Section 1.01. Appointment of Escrow Agent and Formation of Merger Sub, The
- Mixed Election
- No Solicitation
- Notification Requirements
- Number and Term of Directors
- Offers for Alternative Transactions
- Officers and Directors
- Omnipoint
- Opinion of Powertel's Financial Advisor
- Opinion of VoiceStream's Financial Advisor
- Other Effects of the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
- Other Effects of the Mergers
- Other Effects of the VoiceStream/ Powertel Merger
- Ownership of Capital Stock of VoiceStream and Powertel
- Powertel
- Powertel Board of Directors' Recommendation
- Powertel, Inc
- Powertel Merger Agreement
- Powertel's Agreements with Stockholders of VoiceStream
- Powertel Special Meeting, The
- Preemptive Rights
- Preferred Shares
- Pre-Release Transactions
- Provisions Relating to Share Acquisitions
- Proxy Statements and Reports
- Questions and Answers About the Mergers
- Recommendation and Considerations of the Powertel Board of Directors with Respect to the Deutsche Telekom/Powertel Merger and VoiceStream/Powertel Merger
- Recommendation and Considerations of the VoiceStream Board of Directors
- Recommendation and Considerations of the VoiceStream Board of Directors with Respect to the VoiceStream/Powertel Merger
- Record Date; Quorum
- Record Dates
- Refund Procedures
- Registration Rights
- Regulatory Approvals
- Regulatory Approvals Required for the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
- Regulatory Approvals Required for the VoiceStream/Powertel Merger
- Reorganization, The
- Reporting Requirements
- Representations and Warranties
- Representations and Warranties of Powertel
- Representations and Warranties of Voicestream and Sub
- Repurchase of Shares
- Required Vote
- Rights of Inspection
- Rights of Purchase and Redemption
- Risk Factors Relating to the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
- Risk Factors Relating to the VoiceStream/Powertel Merger
- SEC
- Section 1.01 The Merger
- Section 1.02 Closing
- Section 1.02. The Merger
- Section 1.03 Effective Time
- Section 1.03. The Closing
- Section 1.04 Effects of the Merger
- Section 1.04. The Merger Exchange
- Section 1.05. Conversion and Exchange of Shares
- Section 1.05 Restated Certificate of Incorporation and By-laws; Officers and Directors
- Section 1.06 Effect on Stock
- Section 1.06. Surrender and Payment
- Section 1.07. Permitted Stock Dividend
- Section 1.07 Surrender of Certificates
- Section 1.08. Treatment of Voicestream Stock Plans
- Section 1.09. Fractional DT Depositary Shares and Fractional DT Ordinary Shares
- Section 1.10. The Surviving Corporation
- Section 1.11. Lost, Stolen or Destroyed Certificates
- Section 1.12. Dissenting Shares
- Section 2.01 Organization
- Section 2.02. Certificate of Incorporation and Bylaws
- Section 2.02 Subsidiaries
- Section 2.03. Capitalization
- Section 2.03 Capital Structure
- Section 2.04 Authority
- Section 2.04. Authority Relative to this Agreement, the Stockholders Agreement and the DT Financing Agreements
- Section 2.05 Consents and Approvals; No Violations
- Section 2.05. No Conflict; Required Filings and Consents
- Section 2.06 SEC Documents and Other Reports
- Section 2.06. SEC Filings; Financial Statements
- Section 2.07. Absence of Certain Changes or Events
- Section 2.07 Absence of Material Adverse Change
- Section 2.08 Information Supplied
- Section 2.08. Litigation
- Section 2.09. No Violation of Law; Permits
- Section 2.09 Permits; Compliance with Laws
- Section 2.10. Information Provided by Voicestream
- Section 2.10 Tax Matters
- Section 2.11. Employee Matters; ERISA
- Section 2.11 Liabilities
- Section 2.12 Benefit Plans; Employees and Employment Practices
- Section 2.12. Labor Matters
- Section 2.13. Environmental Matters
- Section 2.13 Litigation
- Section 2.14. Board Action; Vote Required; Applicability of Section 203
- Section 2.14 Environmental Matters
- Section 2.15. Opinion of Financial Advisor
- Section 2.15 Section 203 of DGCL
- Section 2.16. Brokers
- Section 2.16 Intellectual Property
- Section 2.17 Opinion of Financial Advisor
- Section 2.17. Tax Matters
- Section 2.18 Brokers
- Section 2.18. Intellectual Property
- Section 2.19. Ownership of Securities
- Section 2.19 Tax Status
- Section 2.20. Certain Contracts
- Section 2.20 Contracts
- Section 2.21. Licenses
- Section 2.21 Vote Required
- Section 2.22 Transactions with Affiliates
- Section 262 of the General Corporation Law of the State of Delaware
- Section 3.01 Organization
- Section 3.02. Certificate of Incorporation and Bylaws
- Section 3.02 Ownership of Sub
- Section 3.03. Capitalization
- Section 3.03 Capital Structure
- Section 3.04 Authority
- Section 3.04. Authority Relative to this Agreement
- Section 3.05 Consents and Approvals; No Violations
- Section 3.05. No Conflict; Required Filings and Consents
- Section 3.06 SEC Documents and Other Reports
- Section 3.06. SEC Filings; Financial Statements
- Section 3.07. Absence of Certain Changes or Events
- Section 3.07 Absence of Material Adverse Change
- Section 3.08 Information Supplied
- Section 3.08. Litigation
- Section 3.09. No Violation of Law
- Section 3.09 Permits; Compliance with Laws
- Section 3.10. Information Provided by DT
- Section 3.10 Tax Matters
- Section 3.11. Environmental Matters
- Section 3.11 Liabilities
- Section 3.12. Board Action; Vote Required
- Section 3.12 Litigation
- Section 3.13. Brokers
- Section 3.13 State Takeover Statutes
- Section 3.14 Brokers
- Section 3.14. Tax Matters
- Section 3.15. Ownership of Securities
- Section 3.15 Tax Status
- Section 3.16. Certain Contracts
- Section 3.16 Interim Operations and Performance of Sub
- Section 3.17. Licenses
- Section 3.17 Vote Required
- Section 3.18 Transactions with Affiliates
- Section 3.19 Opinion of Goldman, Sachs & Co
- Section 4.01 Conduct of Business by Powertel Pending the Reorganization
- Section 4.02. Conduct of Business by DT
- Section 4.02 Conduct of Business by VoiceStream Pending the Reorganization
- Section 4.03. No Solicitation
- Section 4.04 Disclosure of Certain Matters; Delivery of Certain Filings
- Section 4.04. Subsequent Financial Statements
- Section 4.05. Control of Operations
- Section 4.05 Tax Status
- Section 4.06 Control of Operations
- Section 4.07 Powertel Merger Agreement
- Section 5.01 Employee Benefits
- Section 5.02 Options; Restricted Stock Awards
- Section 5.02. Voicestream Stockholders' Meeting and Consummation of the Merger
- Section 5.03. Cook Inlet
- Section 5.03 Stockholders Meetings
- Section 5.04. Notification of Certain Matters
- Section 5.04 Preparation of the Registration Statement and Joint Proxy Statement
- Section 5.05. Access to Information
- Section 5.05 Notification of Receipt of Proxy
- Section 5.06 Comfort Letters
- Section 5.06. Public Announcements
- Section 5.07 Access to Information
- Section 5.07. Cooperation
- Section 5.08 Compliance with the Securities Act
- Section 5.08. Indemnification, Directors' and Officers' Insurance
- Section 5.09 Nasdaq Listings
- Section 5.09. Stock Exchange Listings/Establishment of DT Depositary Shares
- Section 5.10 Fees and Expenses
- Section 5.10. No Shelf Registration
- Section 5.11. Affiliates
- Section 5.11 Public Announcements
- Section 5.12. Blue Sky
- Section 5.12 State Takeover Laws
- Section 5.13 Indemnification; Directors and Officers Insurance
- Section 5.13. Tax-Free Merger
- Section 5.14. Interim Dividend Policy
- Section 5.14 Reasonable Best Efforts
- Section 5.15 Certain Litigation
- Section 5.15. Permitted Acquisitions
- Section 5.16 Powertel Stockholder Agreement and VoiceStream Stockholder Agreement
- Section 5.16. Reasonable Best Efforts
- Section 5.17. Certain Matters
- Section 5.17 Senior Discount Notes and Senior Notes
- Section 5.18 Plans and Programs to Be Implemented
- Section 5.18. Takeover Laws
- Section 5.19. Employee Benefits
- Section 5.19 Registration Rights
- Section 5.20. Certain Employment Matters
- Section 6.01 Conditions to Each Party's Obligation to Effect the Reorganization
- Section 6.02 Additional Conditions to Obligation of Powertel to Effect the Reorganization
- Section 6.02. Conditions to the Obligations of Voicestream
- Section 6.03 Conditions to Obligations of VoiceStream and Sub to Effect the Reorganization
- Section 6.03. Conditions to the Obligations of DT
- Section 6.04. Pre-Closing Bringdown
- Section 7.01 Termination
- Section 7.02. Effect of Termination
- Section 7.03. Amendment
- Section 7.04 Extension; Waiver
- Section 7.04. Waiver
- Section 8.01 Non-Survival of Representations and Warranties and Agreements
- Section 8.02. Date of this Agreement; No Waiver
- Section 8.02 Notices
- Section 8.03 Interpretation; Definitions
- Section 8.04 Counterparts
- Section 8.05 Entire Agreement; No Third-Party Beneficiaries
- Section 8.06 Governing Law
- Section 8.07 Assignment
- Section 8.08 Severability
- Section 8.09 Enforcement of this Agreement
- Section 8.10 Obligations of Subsidiaries
- Section 8.11 Reliance on Representations
- Section 8.12 Failure or Indulgence Not Waiver; Remedies Cumulative
- Section 8.13 Rules of Construction
- Section 8.14 Date of this Agreement; No Waiver
- Section 9.02. Notices
- Section 9.03. Expenses
- Section 9.04. Headings
- Section 9.05. Severability
- Section 9.06. Entire Agreement; No Third-Party Beneficiaries
- Section 9.07. Assignment
- Section 9.08. Governing Law
- Section 9.09. Submission to Jurisdiction; Waivers
- Section 9.10. Waiver of Immunity
- Section 9.11. Counterparts
- Senior Discount Notes and Senior Notes
- Share Capital
- Solicitation of Proxies
- Sources and Payment of Dividends
- Standard of Conduct for Directors
- Stay Bonus Plan
- Stock Class Rights
- Stockholder Agreements
- Stockholder Agreement with American Water Works Company, The
- Stockholder Proposals and Stockholder Nominations of Directors
- Stockholder Suits
- Stockholders' Votes on Certain Transactions
- Stock Subscription Agreement
- Summary
- Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction Documents
- Summary of the Deutsche Telekom/ VoiceStream Transaction Documents
- Supervisory Board Compensation and Share Ownership
- Supervisory Board of Deutsche Telekom
- Table of Contents
- Takeover Related Provisions
- Taxation of Dividends
- Taxes
- Tax Opinion Condition to Closing
- Termination
- TERMINATION, AMENDMENT AND WAIVER Section 7.01. Termination
- Termination and Amendment
- Termination and Termination Fee
- The Agreements with Telephone & Data Systems, Inc
- The Companies
- The Deutsche Telekom Investment Agreements
- The Deutsche Telekom/Powertel Merger Agreement
- The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger
- The Deutsche Telekom/Voicestream Merger
- The Deutsche Telekom/VoiceStream Merger Agreement
- The Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/ Powertel Merger
- The Letter Agreement with Telephone & Data Systems, Inc
- THE MERGER Section 1.01. Appointment of Escrow Agent and Formation of Merger Sub
- The Powertel Special Meeting
- The Reorganization
- The Stockholder Agreement with American Water Works Company
- The Voicestream/Powertel Merger
- The VoiceStream/Powertel Merger Agreement
- The VoiceStream Special Meeting
- Transfer Restrictions
- Transfer Restrictions and Waiver of Rights
- Treatment of Eliska Put Rights
- Treatment of Options and Restricted Stock
- Treatment of Other Capital Stock, Warrants and Exchange Rights
- Treatment of Powertel Options and Restricted Stock
- Treatment of Powertel Warrants
- U.S. Federal and German Tax Consequences
- U.S. Federal Income Tax and German Tax Considerations for U.S. Resident Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
- U.S. Federal Income Tax Consequences of the Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Common Shares
- U.S. Federal Income Tax Consequences of the Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Preferred Shares
- U.S. Federal Income Tax Consequences of the Deutsche Telekom/VoiceStream Merger to U.S. Holders of VoiceStream Common Shares
- U.S. Federal Income Tax Consequences of the VoiceStream/Powertel Merger to U.S. Holders of Powertel Common Shares
- U.S. Federal Income Tax Consequences of the VoiceStream/Powertel Merger to U.S. Holders of Powertel Preferred Shares
- U.S. Gaap
- Vacancies on the Board of Directors
- Validity of Securities
- VoiceStream
- VoiceStream Board of Directors' Recommendation
- VoiceStream Common Shares
- VoiceStream Common Stock
- VoiceStream Following the VoiceStream/ Powertel Merger
- Voicestream/Powertel Merger
- VoiceStream/Powertel Merger Agreement, The
- Voicestream/Powertel Merger, The
- Voicestream Restricted Shares
- VoiceStream's Agreements with Stockholders of Powertel
- VoiceStream's Nominations to Deutsche Telekom Organizational Bodies
- VoiceStream Special Meeting, The
- VoiceStream's Reasons for the VoiceStream/Powertel Merger
- VoiceStream Unaudited Pro Forma Condensed Combined Financial Statements
- VoiceStream Voting Preferred Shares
- Voicestream Wireless Corporation
- Voting and Revocation of Proxies
- Voting Rights
- Voting Rights and Shareholders Meetings
- Where You Can Find More Information
- Withdrawal of Deutsche Telekom Ordinary Shares upon Cancellation of Deutsche Telekom ADSs
- 1997
|
1 | 1st Page - Filing Submission
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" | Voicestream Wireless Corporation
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4 | Additional Information
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" | Powertel, Inc
|
5 | Where You Can Find More Information
|
8 | Table of Contents
|
14 | Questions and Answers About the Mergers
|
16 | Summary
|
18 | Explanation of Potential Tax-Related Adjustment to Merger Consideration
|
19 | Mixed Election
|
22 | Appraisal Rights
|
26 | Deutsche Telekom/Powertel Merger
|
" | Voicestream/Powertel Merger
|
29 | 1997
|
36 | U.S. Gaap
|
38 | Risk Factors Relating to the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
|
42 | Risk Factors Relating to the VoiceStream/Powertel Merger
|
47 | Forward-Looking Statements
|
49 | The Companies
|
" | Deutsche Telekom AG
|
51 | The VoiceStream Special Meeting
|
" | General
|
" | Record Date; Quorum
|
52 | Required Vote
|
" | Agreements to Vote in Favor of the Mergers
|
" | Voting and Revocation of Proxies
|
53 | Election Procedures
|
" | Solicitation of Proxies
|
55 | The Powertel Special Meeting
|
" | The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger
|
56 | Agreements to Vote in Favor of the Deutsche Telekom/Powertel Merger
|
57 | Agreements to Vote in Favor of the VoiceStream/Powertel Merger
|
59 | Background of the Deutsche Telekom/ VoiceStream Merger
|
64 | Deutsche Telekom's Reasons for the Deutsche Telekom/VoiceStream Merger
|
65 | Recommendation and Considerations of the VoiceStream Board of Directors
|
70 | Opinion of VoiceStream's Financial Advisor
|
77 | Interests of Directors and Officers of VoiceStream in the Deutsche Telekom/VoiceStream Merger
|
78 | Stay Bonus Plan
|
79 | Indemnification of Directors and Officers
|
" | Stockholder Agreements
|
82 | Background of Deutsche Telekom/ Powertel Merger and VoiceStream/ Powertel Merger
|
87 | Deutsche Telekom's Reasons for the Deutsche Telekom/Powertel Merger
|
" | VoiceStream's Reasons for the VoiceStream/Powertel Merger
|
88 | Recommendation and Considerations of the VoiceStream Board of Directors with Respect to the VoiceStream/Powertel Merger
|
89 | Recommendation and Considerations of the Powertel Board of Directors with Respect to the Deutsche Telekom/Powertel Merger and VoiceStream/Powertel Merger
|
90 | Powertel Merger Agreement
|
96 | Powertel
|
" | Exchange Ratio
|
100 | Opinion of Powertel's Financial Advisor
|
102 | Merger
|
103 | Domestic PCS Peer Group
|
" | Deutsche Telekom Peer Group
|
" | Deutsche Telekom
|
107 | Interests of Directors and Officers of VoiceStream in the VoiceStream/Powertel Merger
|
" | Interests of Directors and Officers of Powertel in the Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel Merger
|
112 | Dividends
|
" | VoiceStream
|
113 | Federal Securities Law Consequences of the Mergers
|
" | The Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/ Powertel Merger
|
114 | Other Effects of the Mergers
|
" | Other Effects of the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
|
117 | Other Effects of the VoiceStream/ Powertel Merger
|
118 | Accounting Treatment
|
" | The Voicestream/Powertel Merger
|
" | Regulatory Approvals
|
" | Regulatory Approvals Required for the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
|
119 | Fcc
|
120 | Exon-Florio
|
121 | Regulatory Approvals Required for the VoiceStream/Powertel Merger
|
123 | U.S. Federal and German Tax Consequences
|
124 | U.S. Federal Income Tax Consequences of the Deutsche Telekom/VoiceStream Merger to U.S. Holders of VoiceStream Common Shares
|
" | Tax Opinion Condition to Closing
|
127 | U.S. Federal Income Tax Consequences of the Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Common Shares
|
130 | U.S. Federal Income Tax Consequences of the Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Preferred Shares
|
131 | U.S. Federal Income Tax Consequences of the VoiceStream/Powertel Merger to U.S. Holders of Powertel Common Shares
|
132 | U.S. Federal Income Tax Consequences of the VoiceStream/Powertel Merger to U.S. Holders of Powertel Preferred Shares
|
133 | U.S. Federal Income Tax and German Tax Considerations for U.S. Resident Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
|
135 | Refund Procedures
|
136 | German Tax Considerations for Non-German Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
|
137 | Taxation of Dividends
|
139 | Summary of the Deutsche Telekom/ VoiceStream Transaction Documents
|
" | The Deutsche Telekom/VoiceStream Merger Agreement
|
" | The Deutsche Telekom/Voicestream Merger
|
" | Effective Time and Timing of Closing
|
" | Consideration To Be Received in the Deutsche Telekom/VoiceStream Merger
|
143 | Treatment of Other Capital Stock, Warrants and Exchange Rights
|
144 | Cook Inlet exchange rights
|
145 | Election and Exchange of Certificates Representing VoiceStream Common Shares
|
146 | Treatment of Options and Restricted Stock
|
" | Voicestream Restricted Shares
|
147 | Dissenting Shares
|
" | Representations and Warranties
|
" | Conduct of Business Pending the Deutsche Telekom/VoiceStream Merger
|
150 | Offers for Alternative Transactions
|
151 | VoiceStream Board of Directors' Recommendation
|
152 | Additional Agreements
|
" | VoiceStream's Nominations to Deutsche Telekom Organizational Bodies
|
" | Efforts to Complete the Deutsche Telekom/VoiceStream Merger
|
153 | Indemnification and Insurance
|
" | Employee Benefits
|
154 | Closing Conditions
|
" | Conditions to Each Party's Obligations to Complete the Deutsche Telekom/VoiceStream Merger
|
156 | Termination and Termination Fee
|
157 | Expenses
|
158 | Amendment; Waiver; Assignment
|
" | Important Definitions
|
" | Burdensome Condition
|
" | Material adverse effect
|
159 | Amendment and Restatement
|
" | Deutsche Telekom's Agreements with Stockholders of VoiceStream
|
" | Agreement to Vote
|
160 | Transfer Restrictions and Waiver of Rights
|
161 | Company
|
" | Registration Rights
|
" | Termination
|
" | No Solicitation
|
" | The Agreements with Telephone & Data Systems, Inc
|
162 | The Deutsche Telekom Investment Agreements
|
" | VoiceStream Voting Preferred Shares
|
163 | Voting Rights
|
" | Stock Subscription Agreement
|
" | Investor Agreement
|
164 | Transfer Restrictions
|
165 | First Amended and Restated Voting Agreement
|
166 | Agreements with Joint Venture Partners of VoiceStream
|
167 | Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction Documents
|
" | The Deutsche Telekom/Powertel Merger Agreement
|
" | Consideration To Be Received in the Deutsche Telekom/Powertel Merger
|
169 | Adjustment in Connection with Permitted Dividends
|
170 | Treatment of Powertel Warrants
|
" | Treatment of Eliska Put Rights
|
" | Election and Exchange of Certificates Representing Powertel Shares
|
171 | Treatment of Powertel Options and Restricted Stock
|
173 | Conduct of Business Pending the Deutsche Telekom/Powertel Merger
|
176 | Powertel Board of Directors' Recommendation
|
177 | Senior Discount Notes and Senior Notes
|
178 | Efforts to Complete the Deutsche Telekom/Powertel Merger
|
179 | Conditions to Each Party's Obligations to Complete the Deutsche Telekom/Powertel Merger
|
186 | Deutsche Telekom's Agreements with Stockholders of Powertel
|
" | ITC Holding Company, Inc
|
187 | The Stockholder Agreement with American Water Works Company
|
188 | Deutsche Telekom's Agreement with Joint Venture Partners of Powertel
|
" | Agreement with Eliska Wireless Investors I, L.P
|
" | Agreement with Sonera Holding B.V
|
" | The VoiceStream/Powertel Merger Agreement
|
189 | Consideration To Be Received in the VoiceStream/Powertel Merger
|
191 | Exchange of Certificates Representing Powertel Shares
|
193 | Conduct of Business Pending the VoiceStream/Powertel Merger
|
198 | Efforts to Complete the VoiceStream/Powertel Merger
|
204 | VoiceStream's Agreements with Stockholders of Powertel
|
206 | Powertel's Agreements with Stockholders of VoiceStream
|
207 | Agreement to Elect a Powertel Nominee to the VoiceStream Board of Directors
|
" | The Letter Agreement with Telephone & Data Systems, Inc
|
208 | Exchange Rates
|
209 | Market Price and Dividend Data
|
" | Market Prices
|
211 | VoiceStream Common Stock
|
212 | Dividend Data
|
214 | Description of Deutsche Telekom Ordinary Shares
|
" | Share Capital
|
" | Authorized Capital
|
215 | Conditional Capital
|
216 | Repurchase of Shares
|
217 | Voting Rights and Shareholders Meetings
|
218 | Dividends and Other Distributions
|
" | Record Dates
|
" | Preemptive Rights
|
219 | Liquidation Rights
|
" | Notification Requirements
|
" | German Foreign Exchange Controls
|
" | Inspection of Share Register
|
220 | Description of Deutsche Telekom American Depositary Shares
|
" | Information About Deutsche Telekom ADSs
|
221 | Dividends and Distributions
|
223 | Changes Affecting Shares
|
" | Issuance of Deutsche Telekom ADSs upon Deposit of Deutsche Telekom Ordinary Shares
|
224 | Withdrawal of Deutsche Telekom Ordinary Shares upon Cancellation of Deutsche Telekom ADSs
|
225 | Fees and Charges
|
" | Amendments and Termination
|
226 | Books of Depositary
|
" | Limitations on Obligations and Liabilities
|
227 | Pre-Release Transactions
|
" | Taxes
|
" | Foreign Currency Conversion
|
229 | Comparison of Rights of VoiceStream and Powertel Stockholders and Deutsche Telekom Shareholders
|
231 | Stockholder Proposals and Stockholder Nominations of Directors
|
232 | Sources and Payment of Dividends
|
233 | Rights of Purchase and Redemption
|
234 | Meetings of Shareholders
|
237 | Amendment of Governing Organizational Instruments
|
239 | Preferred Shares
|
243 | Stock Class Rights
|
" | Stockholders' Votes on Certain Transactions
|
244 | Rights of Inspection
|
" | Duties of Directors
|
245 | Standard of Conduct for Directors
|
246 | Number and Term of Directors
|
" | Classification of the Board
|
248 | Vacancies on the Board of Directors
|
249 | Liability of Directors and Officers
|
252 | Conflict-of-Interest Transactions
|
" | Loans to Directors
|
" | Stockholder Suits
|
253 | Provisions Relating to Share Acquisitions
|
255 | Takeover Related Provisions
|
" | Disclosure of Interests
|
256 | Limitation on Enforceability of Civil Liabilities Under U.S. Federal Securities Laws
|
257 | Proxy Statements and Reports
|
258 | Reporting Requirements
|
260 | Deutsche Telekom Following the Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger
|
" | Business and Operations
|
261 | Management Board and Supervisory Board
|
" | Management Board of Deutsche Telekom
|
262 | Members of the Management Board of Deutsche Telekom
|
263 | Management Board Compensation and Share Ownership
|
" | Supervisory Board of Deutsche Telekom
|
264 | Members of the Supervisory Board of Deutsche Telekom
|
265 | Supervisory Board Compensation and Share Ownership
|
266 | VoiceStream Following the VoiceStream/ Powertel Merger
|
" | Officers and Directors
|
267 | Ownership of Capital Stock of VoiceStream and Powertel
|
" | Beneficial Ownership of VoiceStream Common Shares
|
271 | Beneficial Ownership of Powertel Common Shares
|
274 | Fees and Expenses
|
" | Listing of Securities
|
" | Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares
|
" | VoiceStream Common Shares
|
275 | Validity of Securities
|
" | Experts
|
277 | Deutsche Telekom Unaudited Pro Forma Condensed Combined Financial Statements
|
307 | VoiceStream Unaudited Pro Forma Condensed Combined Financial Statements
|
309 | Omnipoint
|
323 | THE MERGER Section 1.01. Appointment of Escrow Agent and Formation of Merger Sub
|
324 | Section 1.02. The Merger
|
" | Section 1.03. The Closing
|
" | Section 1.04. The Merger Exchange
|
325 | Section 1.05. Conversion and Exchange of Shares
|
330 | Section 1.06. Surrender and Payment
|
331 | Section 1.07. Permitted Stock Dividend
|
332 | Section 1.08. Treatment of Voicestream Stock Plans
|
333 | Section 1.09. Fractional DT Depositary Shares and Fractional DT Ordinary Shares
|
" | Section 1.10. The Surviving Corporation
|
" | Section 1.11. Lost, Stolen or Destroyed Certificates
|
334 | Section 1.12. Dissenting Shares
|
335 | Section 2.02. Certificate of Incorporation and Bylaws
|
" | Section 2.03. Capitalization
|
336 | Section 2.04. Authority Relative to this Agreement, the Stockholders Agreement and the DT Financing Agreements
|
337 | Section 2.05. No Conflict; Required Filings and Consents
|
" | Section 2.06. SEC Filings; Financial Statements
|
338 | Section 2.07. Absence of Certain Changes or Events
|
" | Section 2.08. Litigation
|
" | Section 2.09. No Violation of Law; Permits
|
" | Section 2.10. Information Provided by Voicestream
|
339 | Section 2.11. Employee Matters; ERISA
|
341 | Section 2.12. Labor Matters
|
" | Section 2.13. Environmental Matters
|
342 | Section 2.14. Board Action; Vote Required; Applicability of Section 203
|
" | Section 2.15. Opinion of Financial Advisor
|
" | Section 2.16. Brokers
|
" | Section 2.17. Tax Matters
|
343 | Section 2.18. Intellectual Property
|
" | Section 2.19. Ownership of Securities
|
" | Section 2.20. Certain Contracts
|
344 | Section 2.21. Licenses
|
" | Section 3.02. Certificate of Incorporation and Bylaws
|
345 | Section 3.03. Capitalization
|
" | Section 3.04. Authority Relative to this Agreement
|
346 | Section 3.05. No Conflict; Required Filings and Consents
|
" | Section 3.06. SEC Filings; Financial Statements
|
347 | Section 3.07. Absence of Certain Changes or Events
|
" | Section 3.08. Litigation
|
" | Section 3.09. No Violation of Law
|
" | Section 3.10. Information Provided by DT
|
348 | Section 3.11. Environmental Matters
|
" | Section 3.12. Board Action; Vote Required
|
" | Section 3.13. Brokers
|
" | Section 3.14. Tax Matters
|
349 | Section 3.15. Ownership of Securities
|
" | Section 3.16. Certain Contracts
|
" | Section 3.17. Licenses
|
350 | CONDUCT OF BUSINESS PENDING THE MERGER Section 4.01. Conduct of Business in the Ordinary Course
|
353 | Section 4.02. Conduct of Business by DT
|
" | Section 4.03. No Solicitation
|
354 | Section 4.04. Subsequent Financial Statements
|
" | Section 4.05. Control of Operations
|
" | ADDITIONAL AGREEMENTS Section 5.01. Voicestream Proxy Statement; the Registration Statement and the German Listing Prospectus
|
355 | Section 5.02. Voicestream Stockholders' Meeting and Consummation of the Merger
|
356 | Section 5.03. Cook Inlet
|
" | Section 5.04. Notification of Certain Matters
|
357 | Section 5.05. Access to Information
|
" | Section 5.06. Public Announcements
|
" | Section 5.07. Cooperation
|
358 | Section 5.08. Indemnification, Directors' and Officers' Insurance
|
359 | Section 5.09. Stock Exchange Listings/Establishment of DT Depositary Shares
|
" | Section 5.10. No Shelf Registration
|
" | Section 5.11. Affiliates
|
" | Section 5.12. Blue Sky
|
" | Section 5.13. Tax-Free Merger
|
360 | Section 5.14. Interim Dividend Policy
|
" | Section 5.15. Permitted Acquisitions
|
361 | Section 5.16. Reasonable Best Efforts
|
" | Section 5.17. Certain Matters
|
" | Section 5.18. Takeover Laws
|
" | Section 5.19. Employee Benefits
|
362 | Section 5.20. Certain Employment Matters
|
" | CLOSING CONDITIONS Section 6.01. Conditions to Each Party's Obligation to Effect the Merger
|
363 | Section 6.02. Conditions to the Obligations of Voicestream
|
" | Section 6.03. Conditions to the Obligations of DT
|
364 | Section 6.04. Pre-Closing Bringdown
|
" | TERMINATION, AMENDMENT AND WAIVER Section 7.01. Termination
|
365 | Section 7.02. Effect of Termination
|
366 | Section 7.03. Amendment
|
" | Section 7.04. Waiver
|
" | DEFINITIONS Section 8.01. Certain Definitions
|
368 | Section 8.02. Date of this Agreement; No Waiver
|
369 | GENERAL PROVISIONS Section 9.01. Non-Survival of Representations, Warranties and Agreements
|
" | General Provisions
|
" | Section 9.02. Notices
|
370 | Section 9.03. Expenses
|
" | Section 9.04. Headings
|
" | Section 9.05. Severability
|
" | Section 9.06. Entire Agreement; No Third-Party Beneficiaries
|
" | Section 9.07. Assignment
|
371 | Section 9.08. Governing Law
|
" | Section 9.09. Submission to Jurisdiction; Waivers
|
" | Section 9.10. Waiver of Immunity
|
" | Section 9.11. Counterparts
|
388 | Representations and Warranties of Powertel
|
438 | Article I
|
" | The Reorganization
|
" | Section 1.01 The Merger
|
" | Section 1.02 Closing
|
" | Section 1.03 Effective Time
|
" | Section 1.04 Effects of the Merger
|
" | Section 1.05 Restated Certificate of Incorporation and By-laws; Officers and Directors
|
439 | Section 1.06 Effect on Stock
|
441 | Section 1.07 Surrender of Certificates
|
444 | Article Ii
|
" | Section 2.01 Organization
|
" | Section 2.02 Subsidiaries
|
" | Section 2.03 Capital Structure
|
446 | Section 2.04 Authority
|
" | Section 2.05 Consents and Approvals; No Violations
|
447 | Section 2.06 SEC Documents and Other Reports
|
" | Section 2.07 Absence of Material Adverse Change
|
448 | Section 2.08 Information Supplied
|
" | Section 2.09 Permits; Compliance with Laws
|
449 | Section 2.10 Tax Matters
|
450 | Section 2.11 Liabilities
|
" | Section 2.12 Benefit Plans; Employees and Employment Practices
|
452 | Section 2.13 Litigation
|
" | Section 2.14 Environmental Matters
|
453 | Section 2.15 Section 203 of DGCL
|
" | Section 2.16 Intellectual Property
|
" | Section 2.17 Opinion of Financial Advisor
|
" | Section 2.18 Brokers
|
454 | Section 2.19 Tax Status
|
" | Section 2.20 Contracts
|
" | Section 2.21 Vote Required
|
" | Section 2.22 Transactions with Affiliates
|
455 | Article Iii
|
" | Representations and Warranties of Voicestream and Sub
|
" | Section 3.01 Organization
|
" | Section 3.02 Ownership of Sub
|
" | Section 3.03 Capital Structure
|
456 | Section 3.04 Authority
|
457 | Section 3.05 Consents and Approvals; No Violations
|
" | Section 3.06 SEC Documents and Other Reports
|
458 | Section 3.07 Absence of Material Adverse Change
|
" | Section 3.08 Information Supplied
|
" | Section 3.09 Permits; Compliance with Laws
|
459 | Section 3.10 Tax Matters
|
460 | Section 3.11 Liabilities
|
" | Section 3.12 Litigation
|
" | Section 3.13 State Takeover Statutes
|
" | Section 3.14 Brokers
|
" | Section 3.15 Tax Status
|
461 | Section 3.16 Interim Operations and Performance of Sub
|
" | Section 3.17 Vote Required
|
" | Section 3.18 Transactions with Affiliates
|
" | Section 3.19 Opinion of Goldman, Sachs & Co
|
" | Article Iv
|
" | Covenants Relating to Conduct of Business
|
" | Section 4.01 Conduct of Business by Powertel Pending the Reorganization
|
464 | Section 4.02 Conduct of Business by VoiceStream Pending the Reorganization
|
466 | Section 4.04 Disclosure of Certain Matters; Delivery of Certain Filings
|
" | Section 4.05 Tax Status
|
" | Section 4.06 Control of Operations
|
" | Section 4.07 Powertel Merger Agreement
|
" | Article V
|
" | Section 5.01 Employee Benefits
|
468 | Section 5.02 Options; Restricted Stock Awards
|
" | Section 5.03 Stockholders Meetings
|
469 | Section 5.04 Preparation of the Registration Statement and Joint Proxy Statement
|
470 | Section 5.05 Notification of Receipt of Proxy
|
" | Section 5.06 Comfort Letters
|
" | Section 5.07 Access to Information
|
471 | Section 5.08 Compliance with the Securities Act
|
" | Section 5.09 Nasdaq Listings
|
" | Section 5.10 Fees and Expenses
|
472 | Section 5.11 Public Announcements
|
" | Section 5.12 State Takeover Laws
|
" | Section 5.13 Indemnification; Directors and Officers Insurance
|
473 | Section 5.14 Reasonable Best Efforts
|
475 | Section 5.15 Certain Litigation
|
" | Section 5.16 Powertel Stockholder Agreement and VoiceStream Stockholder Agreement
|
" | Section 5.17 Senior Discount Notes and Senior Notes
|
" | Section 5.18 Plans and Programs to Be Implemented
|
" | Section 5.19 Registration Rights
|
476 | Article Vi
|
" | Conditions Precedent
|
" | Section 6.01 Conditions to Each Party's Obligation to Effect the Reorganization
|
" | Section 6.02 Additional Conditions to Obligation of Powertel to Effect the Reorganization
|
477 | Section 6.03 Conditions to Obligations of VoiceStream and Sub to Effect the Reorganization
|
478 | Article Vii
|
" | Termination and Amendment
|
" | Section 7.01 Termination
|
480 | Section 7.04 Extension; Waiver
|
" | Article Viii
|
" | Section 8.01 Non-Survival of Representations and Warranties and Agreements
|
" | Section 8.02 Notices
|
481 | Section 8.03 Interpretation; Definitions
|
489 | Section 8.04 Counterparts
|
" | Section 8.05 Entire Agreement; No Third-Party Beneficiaries
|
" | Section 8.06 Governing Law
|
" | Section 8.07 Assignment
|
" | Section 8.08 Severability
|
" | Section 8.09 Enforcement of this Agreement
|
" | Section 8.10 Obligations of Subsidiaries
|
490 | Section 8.11 Reliance on Representations
|
" | Section 8.12 Failure or Indulgence Not Waiver; Remedies Cumulative
|
" | Section 8.13 Rules of Construction
|
" | Section 8.14 Date of this Agreement; No Waiver
|
492 | Annex D
|
495 | Annex E
|
498 | Annex F
|
501 | Annex G
|
" | Section 262 of the General Corporation Law of the State of Delaware
|
" | SEC
|