<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

                                       Or

[ ]      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO , 19__.

                         Commission File Number: 0-23102

                             ---------------------

                                 POWERTEL, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                        58-1944750
       (State or other jurisdiction                           (I.R.S. Employer
     of incorporation or organization)                       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

         Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]  No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                 Class                           Outstanding at May 9, 2001

     Common Stock, $0.01 par value                      33,954,619

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<PAGE>   2

                                 POWERTEL, INC.

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                            ----
<S>            <C>              <C>                                                                         <C>
PART I                          FINANCIAL INFORMATION

               Item 1.          Financial Statements................................................          3

                                Condensed Consolidated Balance Sheets as of
                                March 31, 2001 (Unaudited) and December 31, 2000....................          3

                                Condensed Consolidated Statements of Operations
                                for the Three Months Ended March 31, 2001 and
                                2000 (Unaudited)....................................................          4

                                Condensed Consolidated Statements of Cash Flows for the
                                Three Months Ended March 31, 2001 and 2000 (Unaudited)..............          5

                                Condensed Notes to Consolidated Financial Statements
                                (Unaudited).........................................................          6

               Item 2.          Management's Discussion and Analysis of
                                Financial Condition and Results of Operations.......................          7

               Item 3.          Quantitative and Qualitative Disclosure About
                                Market Risks.......................................................          15

PART II                         OTHER INFORMATION

               Item 1.          Legal Proceedings...................................................         16

               Item 2.          Changes in Securities and Use of Proceeds...........................         16

               Item 4.          Submission of Matters to a Vote of Security Holders.................         16

               Item 6.          Exhibits and Reports on Form 8-K....................................         16

SIGNATURES
</TABLE>


                                       2
<PAGE>   3

                          PART I FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                                POWERTEL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 MARCH 31,         DECEMBER 31,
                                                                                   2001               2000
                                                                                -----------         -----------
                                                                                (UNAUDITED)
                                                                                     (DOLLARS IN THOUSANDS)
<S>                                                                             <C>                 <C>
                                  ASSETS

CURRENT ASSETS:
   Cash and cash equivalents ...........................................        $   155,999         $   168,563
   Accounts receivable, net of allowance for doubtful accounts .........             71,636              63,175
   Inventories .........................................................             35,359              35,362
   Prepaid expenses and other ..........................................             36,418              26,188
                                                                                -----------         -----------
                                                                                    299,412             293,288
                                                                                -----------         -----------

PROPERTY AND EQUIPMENT, AT COST:
   Land ................................................................              4,300                 986
   Buildings and towers ................................................            274,657             271,500
   Equipment ...........................................................            587,037             539,483
   Furniture and fixtures ..............................................             14,541              12,630
   Assets under construction ...........................................             68,652              56,008
                                                                                -----------         -----------
                                                                                    949,187             880,607
   Less:  accumulated depreciation .....................................           (281,600)           (253,321)
                                                                                -----------         -----------
                                                                                    667,587             627,286
                                                                                -----------         -----------

OTHER ASSETS:
   Licenses, net .......................................................            607,878             389,004
   Intangibles, net ....................................................            101,473                  --
   Deferred charges, investments and other, net ........................             34,584              49,432
                                                                                -----------         -----------
                                                                                    743,935             438,436
                                                                                -----------         -----------

       Total assets ....................................................        $ 1,710,934         $ 1,359,010
                                                                                ===========         ===========

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable - trade ............................................        $    47,062         $    45,476
   Current portion of long-term obligations ............................             37,686              33,023
   Unearned revenue ....................................................             32,422              22,887
   Accrued other .......................................................             19,909              27,859
   Accrued interest ....................................................             18,274               2,782
   Accrued taxes other than income .....................................              6,467               7,302
   Accrued construction costs ..........................................              2,989              30,151
                                                                                -----------         -----------
                                                                                    164,809             169,480
                                                                                -----------         -----------

LONG-TERM OBLIGATIONS:
   12% Senior Discount Notes due February 2006 .........................            353,072             349,539
   12% Senior Discount Notes due May 2006 ..............................            356,604             346,415
   11.125% Senior Notes due June 2007 ..................................            300,000             300,000
   Long-term portion of Credit Facility ................................            206,180             219,107
   Eliska debt .........................................................            206,421                  --
   Deferred gain on sale-leaseback .....................................             72,291              74,499
   Other ...............................................................             10,242               8,777
                                                                                -----------         -----------
                                                                                  1,504,810           1,298,337
                                                                                -----------         -----------

COMMITMENTS AND CONTINGENCIES

CUMULATIVE CONVERTIBLE, REDEEMABLE PREFERRED STOCK .....................            152,219             152,219

MINORITY INTEREST ......................................................             71,642                  --

STOCKHOLDERS' DEFICIT:
   Preferred stock .....................................................                  3                   3
   Common stock ........................................................                336                 315
   Paid-in capital .....................................................            656,515             525,100
   Accumulated deficit .................................................           (837,252)           (785,161)
   Deferred compensation ...............................................               (589)               (703)
   Treasury stock, at cost .............................................             (1,559)               (580)
                                                                                -----------         -----------
                                                                                   (182,546)           (261,026)
                                                                                -----------         -----------

       Total liabilities and stockholders' deficit .....................        $ 1,710,934         $ 1,359,010
                                                                                ===========         ===========
</TABLE>

  The accompanying condensed notes to consolidated financial statements are an
                       integral part of these statements.


                                       3
<PAGE>   4

                                 POWERTEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED MARCH 31,
                                                                             ---------------------------------------
                                                                                  2001                     2000
                                                                             --------------           --------------
                                                                             (DOLLARS IN THOUSANDS, EXCEPT PER SHARE
                                                                                              DATA)
<S>                                                                          <C>                      <C>
REVENUES AND SALES:
   Postpaid revenues ...................................................          $  72,757           $  54,883
   Prepaid revenues ....................................................             61,452              33,561
   Roaming revenues ....................................................              5,235               2,106
   Other revenues ......................................................              5,161               2,562
                                                                                  ---------           ---------
     Total service revenues ............................................            144,605              93,112
   Equipment sales .....................................................             13,665               7,001
                                                                                  ---------           ---------
       Total revenues and sales ........................................            158,270             100,113
                                                                                  ---------           ---------

OPERATING EXPENSES:
   Cost of services ....................................................             31,440              20,460
   Cost of equipment sales .............................................             43,805              29,138
   Operations ..........................................................             20,003              14,456
   Selling and marketing ...............................................             32,834              24,070
   General and administrative ..........................................             16,067              11,362
   Depreciation ........................................................             28,279              21,360
   Amortization ........................................................              6,470               2,551
                                                                                  ---------           ---------
       Total operating expenses ........................................            178,898             123,397
                                                                                  ---------           ---------

OPERATING LOSS .........................................................            (20,628)            (23,284)
                                                                                  ---------           ---------

OTHER EXPENSE (INCOME):
   Interest expense, net ...............................................             33,797              27,296
   Miscellaneous income ................................................               (413)               (106)
                                                                                  ---------           ---------
       Total other expense (income) ....................................             33,384              27,190
                                                                                  ---------           ---------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST .........................            (54,012)            (50,474)
INCOME TAX PROVISION ...................................................                 --                  --
                                                                                  ---------           ---------

NET LOSS BEFORE MINORITY INTEREST ......................................            (54,012)            (50,474)

MINORITY INTEREST ......................................................             (4,358)                 --
                                                                                  ---------           ---------

NET LOSS AFTER MINORITY INTEREST .......................................            (49,654)            (50,474)

DIVIDENDS ON CUMULATIVE CONVERTIBLE,
   REDEEMABLE PREFERRED STOCK ..........................................             (2,437)             (2,437)
                                                                                  ---------           ---------

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ...........................          $ (52,091)          $ (52,911)
                                                                                  =========           =========

PER SHARE DATA:
   BASIC AND DILUTED LOSS PER COMMON SHARE .............................          $   (1.59)          $   (1.74)
                                                                                  =========           =========

   WEIGHTED AVERAGE COMMON AND COMMON
     EQUIVALENT SHARES OUTSTANDING .....................................             32,815              30,404
                                                                                  =========           =========
</TABLE>

  The accompanying condensed notes to consolidated financial statements are an
                       integral part of these statements.


                                       4
<PAGE>   5

                                 POWERTEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                                ---------------------------
                                                                                   2001              2000
                                                                                ---------         ---------
                                                                                  (DOLLARS IN THOUSANDS)
<S>                                                                             <C>               <C>
CASH FLOWS PROVIDED FROM (USED IN) OPERATING ACTIVITIES:
Net loss ...............................................................        $ (49,654)        $ (50,474)
   Adjustments to reconcile net loss to net cash provided from
     (used in) operating activities:
     Minority interest in loss of Eliska Ventures ......................           (4,358)               --
     Depreciation and amortization .....................................           34,749            23,911
     Bond accretion ....................................................           13,722            18,545
     Other, net ........................................................           (1,480)           (1,372)
     Changes in assets and liabilities:
       Increase in accounts receivable .................................           (5,364)           (2,424)
       Decrease in inventories .........................................            1,517             2,221
       Decrease (increase) in other assets .............................            9,041            (1,178)
       Increase (decrease) in accounts payable, accrued expenses
         and other liabilities .........................................           14,165            (9,736)
                                                                                ---------         ---------
          Net cash provided from (used in) operating activities ........           12,338           (20,507)
                                                                                ---------         ---------

CASH FLOWS USED IN INVESTING ACTIVITIES:
     Assets of business acquired, net of cash ..........................         (297,790)               --
     Capital expenditures ..............................................          (35,706)          (15,432)
     Decrease in accrued construction costs ............................          (27,162)          (12,793)
     Other, net ........................................................               --              (463)
                                                                                ---------         ---------
          Net cash used in investing activities ........................         (360,658)          (28,688)
                                                                                ---------         ---------

CASH FLOWS PROVIDED FROM FINANCING ACTIVITIES:
     Proceeds from issuance of long-term debt ..........................          140,000                --
     Proceeds from sale of common stock, net ...........................          125,000                --
     Capital investment in Eliska Ventures by minority interest ........           76,000                --
     Repayments of Credit Facility .....................................           (8,264)           (3,223)
     Proceeds from exercise of stock options and warrants ..............            3,999            15,144
     Other, net ........................................................             (979)              (13)
                                                                                ---------         ---------
          Net cash provided from financing activities ..................          335,756            11,908
                                                                                ---------         ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS ..............................          (12,564)          (37,287)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .......................          168,563           371,396
                                                                                ---------         ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .............................        $ 155,999         $ 334,109
                                                                                =========         =========

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest, net .......................................        $   8,250         $   6,005
</TABLE>

  The accompanying condensed notes to consolidated financial statements are an
                       integral part of these statements.


                                       5
<PAGE>   6

                                 POWERTEL, INC.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted pursuant to
         Article 10 of Regulation S-X of the Securities and Exchange Commission.
         The accompanying unaudited condensed consolidated financial statements
         reflect, in the opinion of management, all adjustments necessary to
         achieve a fair statement of financial position and results for the
         interim periods presented. All such adjustments are of a normal
         recurring nature. It is suggested that these condensed consolidated
         financial statements be read in conjunction with the financial
         statements and notes thereto included in the Annual Report of Powertel,
         Inc. on Form 10-K for the year ended December 31, 2000.

2.       Certain prior year amounts have been reclassified to conform to the
         current period presentation.

3.       On January 31, 2001, Eliska Wireless Ventures I, Inc. ("Eliska
         Ventures") purchased substantially all of the assets of DiGiPH PCS,
         Inc. and certain of its affiliates for approximately $364.2 million in
         total consideration, including the assumption of $63.2 million in debt
         owed to the Federal Communications Commission and other debt of $3.2
         million. The asset purchase agreement contains certain working capital
         true-up provisions, which will be recorded as an adjustment to the
         purchase price during the second quarter of 2001. The acquisition was
         accounted for under the purchase method of accounting, and accordingly,
         the operating results of the parent of Eliska Ventures have been
         included in Powertel's consolidated results of operations from the date
         of the acquisition because the majority voting interest does not have
         significant capital at risk.

         The following table summarizes the assets purchased and the liabilities
         assumed by Eliska Ventures as well as the preliminary allocation of the
         purchase price to various intangibles and goodwill:

<TABLE>
              <S>                                              <C>
              Purchase price .........................         $297.8
              Current assets .........................            6.2
              Current liabilities ....................           (5.1)
              Property ...............................           32.9
              Debt....................................          (66.4)
              Other ..................................            3.5
              Subscriber base ........................           23.0
              Licenses ...............................          223.3
              Goodwill ...............................           80.4
</TABLE>

         This allocation represents management's best estimate of the assets
         acquired by Eliska Ventures. This allocation is subject to change up to
         one year from the date of acquisition, but management does not
         currently anticipate any material changes. The subscriber base is being
         amortized over three years and licenses and goodwill over twenty years.

         The acquisition was financed by the following investments in the parent
         of Eliska Ventures:

         -        $125 million by Powertel;
         -        $75 million by Sonera Holding B.V.; and
         -        $1 million by Eliska Wireless Investors I, L.P.

         In addition, Eliska Ventures borrowed $140 million under a $200 million
         credit facility to fund a portion of the purchase price. The remainder
         of the credit facility is to be used by Eliska Ventures for working
         capital and other purposes. As of March 31, 2001, the interest rate on
         this credit facility was 9.31%. Powertel is not a borrower under, or a
         guarantor of, this credit facility and is not obligated to repay any
         amounts borrowed or owed under this credit facility.

         The minority interest on the balance sheet represents the investments
         by Sonera Holding B.V. and Eliska Wireless Investors I, L.P. net of
         50.1% of the net loss of Eliska Ventures since the date of the
         acquisition.


                                       6
<PAGE>   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         Powertel, Inc. provides digital wireless personal communications
services ("PCS") in the southeastern United States under the name "Powertel."
Our licenses encompass a territory of approximately 246,000 contiguous square
miles with a population of approximately 25 million people. We hold licenses to
serve the Major Trading Areas ("MTAs") of Atlanta, Georgia, Jacksonville,
Florida, Memphis, Tennessee/Jackson, Mississippi and Birmingham, Alabama, as
well as 13 Basic Trading Areas ("BTAs") in Kentucky and Tennessee. We hold 30
MHz of spectrum licensed for PCS in each of the MTA markets, and we hold 20 MHz
of spectrum licensed for PCS in all of the BTA markets except for the Knoxville,
Tennessee BTA, where we hold a license for 10 MHz of spectrum. We have one of
the largest contiguous licensed PCS footprints in the southeastern United
States.

         We introduced our PCS services in October 1996 in Jacksonville, Florida
and Montgomery, Alabama and, to date, have launched our PCS services in a total
of 34 markets in the Southeast. In most of these markets, we were the first to
offer PCS services commercially. As of March 31, 2001, we had approximately
512,000 postpaid subscribers and 596,000 prepaid subscribers.

         We recently invested $125 million for an interest in the parent of
Eliska Wireless Ventures I, Inc. ("Eliska Ventures"). On January 31, 2001,
Eliska Ventures purchased substantially all of the assets of DiGiPH PCS, a PCS
provider that used the Global System for Mobile Communications ("GSM")
technology to serve six BTAs on the Gulf Coast of Alabama, Florida and
Mississippi. On February 1, 2001, we began offering our PCS services through our
relationship with Eliska Ventures in the DiGiPH PCS markets, which are
contiguous to our existing footprint.

         On August 26, 2000, we entered into separate definitive merger
agreements with each of Deutsche Telekom AG ("Deutsche Telekom") and VoiceStream
Wireless Corporation ("VoiceStream"). Previously, on July 23, 2000, Deutsche
Telekom and VoiceStream entered into an agreement that provides for the merger
of their two companies. If the merger between Deutsche Telekom and VoiceStream
closes, then we will merge with a subsidiary of Deutsche Telekom in accordance
with the terms of the Deutsche Telekom/Powertel merger agreement, and the
VoiceStream/Powertel merger agreement will terminate. However, if the merger
agreement between Deutsche Telekom and VoiceStream is terminated, then the
Deutsche Telekom/Powertel merger agreement will also terminate, and we will
merge with a subsidiary of VoiceStream in accordance with the terms of the
VoiceStream/Powertel merger agreement. For more information, see "--Recent
Developments" below.

         We incurred a net loss of $49.7 million for the three months ended
March 31, 2001, primarily as a result of the significant costs, including
interest expense, required to expand and maintain our PCS network, the hiring
and management of personnel necessary to operate our business and market our
services, the subsidization of handsets to our subscribers and the depreciation
of PCS equipment and the amortization of PCS licenses and intangibles. We expect
to continue incurring operating losses beyond 2001 as we continue to expand and
enhance our PCS network, increase our subscriber base and subsidize the cost of
handsets to our subscribers.

         Average revenues per subscriber ("RPU") in the wireless industry have
gradually declined, which we believe is the result of an increasing number of
casual users as wireless service becomes more prevalent, as well as intense
competition within the wireless industry. We believe the potential negative
impact of these trends on our earnings will be mitigated by our continued focus
on offering bundled products and services designed to encourage our subscribers
to purchase higher-priced rate plans and by continually introducing enhanced
features such as text messaging. We also believe the potential negative impact
of these trends will be mitigated in the future through the introduction of
additional value-added services, primarily in the wireless data area.

         Since the introduction of our "Ready to Call" kit in October 1999 and
until recently, our subscriber additions have been heavily weighted towards our
prepaid service. We believe this is because our prepaid service is easy to
understand, simple to use and represents a good value to a significant portion
of our potential subscriber base, which might otherwise be unable or unwilling
to utilize traditional wireless service. During the three months ended March 31,
2001, however, our subscriber additions were weighted towards our postpaid
segment, which we believe is the result of the promotional postpaid plans we
offered. We will continue to focus on balancing our two subscriber segments in
order to maximize profitable subscriber growth.


                                       7
<PAGE>   8

         Minimizing subscriber attrition, or "churn," remains a challenge as our
subscriber base grows and competition intensifies. We generated an average
monthly churn rate of 5.3% for the three months ended March 31, 2001, as
compared to 3.6% for the same period of 2000. We believe our increased churn
rate is related to the continued growth of our prepaid subscriber base as a
percentage of our overall subscriber base, as well as increased competition in
our markets. We believe our emphasis on offering bundled products and services
and enhanced features, as well as superior customer service, will enable us to
retain our most profitable subscribers in the future.

         We use GSM technology and are a member of the GSM Alliance L.L.C. (the
"GSM Alliance"). All members of the GSM Alliance have executed roaming
agreements with each other, which allow GSM subscribers to roam throughout many
major metropolitan areas in the United States and Canada. Additionally, we have
signed a substantial number of international roaming agreements with
international GSM carriers to facilitate international roaming, which we
officially launched in August 1999.

RECENT DEVELOPMENTS

     Acquisition of Powertel by Deutsche Telekom

         As previously reported, on August 26, 2000, we entered into a
definitive merger agreement with Deutsche Telekom. We refer to this agreement,
as amended and restated as of February 8, 2001 and as amended as of April 13,
2001 and from time to time, as the "Deutsche Telekom/Powertel merger agreement."
We refer to our proposed merger with a subsidiary of Deutsche Telekom, as
contemplated by the Deutsche Telekom/Powertel merger agreement, as the "Deutsche
Telekom/Powertel merger." If the Deutsche Telekom/Powertel merger is completed,
we will become a wholly owned subsidiary of Deutsche Telekom, and each share of
our common stock will be converted into the right to receive 2.6353 Deutsche
Telekom ordinary shares, subject to adjustment. Each share of our Series A
Convertible Preferred Stock and Series B Convertible Preferred Stock will be
converted into the right to receive 122.8439 Deutsche Telekom ordinary shares,
subject to adjustment. Each share of our Series D Convertible Preferred Stock
will be converted into the right to receive 93.7082 Deutsche Telekom ordinary
shares, subject to adjustment. Each share of our Series E 6.5% Cumulative
Convertible Preferred Stock and Series F 6.5% Cumulative Convertible Preferred
Stock will be converted into the right to receive, subject to adjustment: (i)
180.9449 Deutsche Telekom ordinary shares; plus (ii) 2.6353 Deutsche Telekom
ordinary shares multiplied by the number of shares of our common stock
representing accrued or declared but unpaid dividends on such share of preferred
stock. Our stockholders may elect to receive Deutsche Telekom shares in the form
of Deutsche Telekom ordinary shares, which are traded principally on the
Frankfurt Stock Exchange, or Deutsche Telekom American depositary shares,
which are traded on the New York Stock Exchange.

         On April 6, 2001, we paid to common stockholders of record on March 23,
2001 a stock dividend of 0.0075 of a share of Powertel common stock for each
share of Powertel common stock outstanding. This stock dividend and the
resulting adjustments to the conversion terms of our convertible securities had
the effect of increasing by 0.75% the number of shares owned by Powertel
stockholders, and, accordingly, the aggregate amount of Deutsche Telekom shares
to be received by our stockholders in the Deutsche Telekom/Powertel merger.

         On March 13, 2001 at a special meeting of our stockholders, our
stockholders approved and adopted the Deutsche Telekom/Powertel merger
agreement. The completion of the Deutsche Telekom/Powertel merger is subject to
the satisfaction of several additional closing conditions, including the
completion of the merger between Deutsche Telekom and VoiceStream. The Deutsche
Telekom/Powertel merger agreement also provides that, regardless of the
satisfaction of the closing conditions, the Deutsche Telekom/Powertel merger
will not close prior to May 31, 2001. The Deutsche Telekom/Powertel merger is
more fully described in our proxy statement on Schedule 14A filed on February 9,
2001, which we refer to in this Report as the "Merger Proxy Statement."


                                       8
<PAGE>   9

     Acquisition of Powertel by VoiceStream

         Also, as previously reported, on August 26, 2000, we entered into a
definitive agreement and plan of reorganization with VoiceStream providing for
the merger of our company with a subsidiary of VoiceStream. We refer to our
proposed merger with VoiceStream as the "VoiceStream/Powertel merger." We refer
to our agreement and plan of reorganization with VoiceStream, as amended and
restated as of February 8, 2001 and from time to time, as the "VoiceStream/
Powertel merger agreement." If the VoiceStream/Powertel merger is completed, we
will become a wholly owned subsidiary of VoiceStream, and our common stock will
be converted into the right to receive a "conversion number" of shares of
VoiceStream common stock determined as follows:

         -        0.75 if the VoiceStream Average Closing Price (as defined
                  below) is $112.49 or below;
         -        0.65 if the VoiceStream Average Closing Price is $129.80 or
                  above; and
         -        if the VoiceStream Average Closing Price is greater than
                  $112.49 and less than $129.80, the quotient determined by
                  dividing $84.37 by the VoiceStream Average Closing Price.

The "VoiceStream Average Closing Price" means the volume weighted average
closing price (based on the Nasdaq National Market System composite volume
published by the Wall Street Journal) of the VoiceStream common stock as
publicly reported for the Nasdaq as of 4:00 p.m. Eastern Time for ten trading
days randomly selected by lot out of the last 20 trading days ending five
trading days prior to the closing date of the VoiceStream/Powertel merger.

         On March 13, 2001 at special meetings of our stockholders and
VoiceStream's stockholders, our stockholders and VoiceStream's stockholders
approved and adopted the VoiceStream/Powertel merger agreement. The completion
of the VoiceStream/Powertel merger is subject to the satisfaction of several
additional closing conditions, including the termination of the merger agreement
between Deutsche Telekom and VoiceStream. If the merger agreement between
Deutsche Telekom and VoiceStream terminates, the VoiceStream/Powertel merger
agreement would remain in effect, and we would proceed to close the
VoiceStream/Powertel merger in accordance with the terms of the
VoiceStream/Powertel merger agreement. The VoiceStream/Powertel merger is more
fully described in the Merger Proxy Statement.

     Formation of Eliska Ventures and Acquisition of DiGiPH PCS

         On January 31, 2001, pursuant to a stock purchase agreement dated May
30, 2000 with the parent of Eliska Ventures, we purchased 12,475 shares of the
Series A Preferred Stock of the parent of Eliska Ventures for $125 million. In
addition, Sonera Holding B.V. ("Sonera B.V."), a wholly owned subsidiary of
Sonera Corporation, invested $75 million, and Eliska Wireless Investors I, L.P.
("Eliska Investors") invested $50 million ($1 million in cash and $49 million in
the form of a note), in the parent of Eliska Ventures. In connection with the
formation of Eliska Ventures and pursuant to a stock purchase agreement dated
May 30, 2000, Sonera B.V. also purchased $125 million of our common stock for
$71.80 per share. As a result of these transactions, we have a 49.9% equity
interest and a 24.95% voting interest in the parent of Eliska Ventures, Sonera
B.V. has a 30.1% equity interest and a 15.05% voting interest, and Eliska
Investors has a 20% equity interest and a 60% voting interest.

         Concurrently, Eliska Ventures acquired substantially all of the assets,
business and operations of, and certain related liabilities of, DigiPH Holding
Company, Inc., DigiPH Communication, Inc., and DiGiPH PCS, Inc., including the
assignment of the FCC licenses held by DiGiPH PCS (the "Asset Acquisition"), for
approximately $364.2 million, subject to certain adjustments. DiGiPH PCS
previously owned licenses to provide PCS services in the Gulf Coast area of
Alabama, Florida and Mississippi. In connection with the Asset Acquisition, we
entered into a service agreement with Eliska Ventures for management, technical
and consulting services. Pursuant to this agreement, we assist Eliska Ventures
in marketing its services under the Powertel brand name, expanding distribution
channels and increasing network coverage in the market areas covered by the FCC
licenses acquired by Eliska Ventures. During the year ended December 31, 2000,
one of our subsidiaries loaned Eliska Ventures $26.6 million to fund its
pre-closing deposit and certain other expenses in connection with the Asset
Acquisition. Eliska Ventures repaid this loan in full at the closing of the
Asset Acquisition.

         In connection with the formation of the parent of Eliska Ventures, we
entered into put agreements with both Sonera B.V. and Eliska Investors.
Under to the put agreement with Sonera B.V., between October 1, 2001 and
June 30, 2002, Sonera B.V. may sell all of its interest in the parent of Eliska
Ventures to us in exchange for


                                       9
<PAGE>   10
1,052,402 shares of our common stock. At any time, we have a right of first
offer on Sonera B.V.'s stock in the parent of Eliska Ventures if Sonera B.V.
desires to sell such stock to a third party. Under the put agreement with Eliska
Investors, between October 1, 2001 and October 30, 2001, Eliska Investors may
sell its initial $1 million interest in the parent of Eliska Ventures to us in
exchange for 14,032 shares of our common stock or $1.5 million in cash. In such
an event, the remaining ownership interest of Eliska Investors in the parent of
Eliska Ventures would be cancelled, subject to the receipt of regulatory
approvals. In addition, if Eliska Investors has fully satisfied its obligations
under its promissory note to the parent of Eliska Ventures, between July 2, 2003
and July 31, 2003, Eliska Investors may exchange all of its interest in the
parent of Eliska Ventures for our common stock at the existing fair market
value. At any time, we have a right of first refusal with respect to Eliska
Investors' interest in the parent of Eliska Ventures in the event that Eliska
Investors desires to sell its stock to a third party.

         The results of operations of the parent of Eliska Ventures are included
in our consolidated financial statements since the date of the Asset
Acquisition.


                                       10
<PAGE>   11

RESULTS OF OPERATIONS

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

         The following table reflects the composition of our PCS service revenue
and equipment sales and related gross margins, as well as overall operating and
other costs and margins. Our historical results of operations, particularly in
view of our potential merger with either Deutsche Telekom or VoiceStream, will
not be comparable with future periods.

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                                -------------------------------
                                                                                   2001                 2000
                                                                                -----------         -----------
                                                                                    (DOLLARS IN THOUSANDS)
<S>                                                                             <C>                 <C>
SERVICE REVENUES & COST ANALYSIS:
Service revenues:
   Postpaid revenues ...................................................        $    72,757         $    54,883
   Prepaid revenues ....................................................             61,452              33,561
   Roaming revenues ....................................................              5,235               2,106
   Other revenues ......................................................              5,161               2,562
                                                                                -----------         -----------
    Total service revenues .............................................            144,605              93,112
Cost of services .......................................................             31,440              20,460
                                                                                -----------         -----------
   Gross margin ........................................................        $   113,165         $    72,652
                                                                                ===========         ===========

EQUIPMENT SALES & COST ANALYSIS:
Equipment sales ........................................................        $    13,665         $     7,001
Cost of equipment sales ................................................             43,805              29,138
                                                                                -----------         -----------
   Gross margin ........................................................        $   (30,140)        $   (22,137)
                                                                                ===========         ===========

OPERATING MARGIN ANALYSIS:
Total revenues and sales ...............................................        $   158,270         $   100,113
                                                                                -----------         -----------

Operating expenses:
   Cost of services and equipment sales ................................             75,245              49,598
   Operations ..........................................................             20,003              14,456
   Selling and marketing ...............................................             32,834              24,070
   General and administrative ..........................................             16,067              11,362
   Depreciation ........................................................             28,279              21,360
   Amortization ........................................................              6,470               2,551
                                                                                -----------         -----------
    Total operating expenses ...........................................            178,898             123,397
                                                                                -----------         -----------
Operating loss .........................................................            (20,628)            (23,284)
Interest expense, net ..................................................             33,797              27,296
Miscellaneous income ...................................................               (413)               (106)
                                                                                -----------         -----------
Loss before income taxes and minority interest .........................            (54,012)            (50,474)
Income tax provision ...................................................                 --                  --
                                                                                -----------         -----------
Net loss before minority interest ......................................            (54,012)            (50,474)
Minority interest ......................................................             (4,358)                 --
                                                                                -----------         -----------
Net loss after minority interest .......................................            (49,654)            (50,474)
Dividends on cumulative convertible,
   redeemable preferred stock ..........................................             (2,437)             (2,437)
                                                                                -----------         -----------
Net loss available to common stockholders...............................        $   (52,091)        $   (52,911)
                                                                                ===========         ===========
OTHER SUPPLEMENTAL DATA:
Subscribers at end of period ...........................................          1,108,000             656,000
Capital expenditures ...................................................        $    35,706         $    15,432
</TABLE>


                                       11
<PAGE>   12

         Postpaid service revenues increased $17.9 million, or 32.6%, for the
three months ended March 31, 2001 as compared to the same period of 2000 which
is primarily the result of our continued postpaid subscriber growth. Our
postpaid subscribers grew to approximately 512,000 at March 31, 2001, from
approximately 367,000 at March 31, 2000, of which approximately 58,000 net
postpaid subscribers were added during the three months ended March 31, 2001 as
compared to approximately 26,000 during the same period of 2000. The increase in
the rate of postpaid subscriber growth is attributable primarily to our bonus
weekend promotional offerings, which were first introduced in late 2000.

         RPU per postpaid subscriber increased to $52.55 for the three months
ended March 31, 2001 as compared to $51.96 for the same period of 2000. We
believe this increase in postpaid RPU is partially attributable to the success
of our rate plans that emphasize bundled airtime and toll minutes for
higher-priced plans, as well as an increase in the average minutes of use per
subscriber. The remaining increase reflects an increase in the number of our
subscribers who roam on other carriers' PCS networks, which is the result of
increased growth and penetration by surrounding GSM carriers, as well as an
increase in roaming agreements with international partners.

         Prepaid service revenues increased $27.9 million, or 83.1%, for the
three months ended March 31, 2001 as compared to the same period of 2000 which
is primarily the result of our continued prepaid subscriber growth. Our prepaid
subscribers grew to approximately 596,000 at March 31, 2001, from approximately
289,000 at March 31, 2000, of which approximately 51,000 net prepaid subscribers
were added during the three months ended March 31, 2001 as compared to
approximately 84,000 during the same period of 2000. We believe the decline in
the rate of prepaid subscriber growth is attributable primarily to the success
of our postpaid promotions mentioned above.

         RPU per prepaid subscriber decreased to $36.80 for the three months
ended March 31, 2001 as compared to $45.09 for the same period of 2000. We
believe this decrease in prepaid RPU is attributable primarily to the success of
both our "50% more airtime" promotion, which we introduced in the third quarter
of 2000, and lower-denominated prepaid cards for airtime renewals, which we
introduced in the first quarter of 2000.

         Roaming revenues (including roaming long distance) increased $3.1
million, or 148.6%, for the three months ended March 31, 2001 as compared to the
same period of 2000. This increase is due primarily to an increase in the number
of roamers and usage per roamer, which is the result of increased penetration
levels by surrounding GSM carriers and our success in obtaining roaming
agreements with these carriers. We currently have international roaming
agreements with other GSM carriers in more than 70 countries.

         Other service revenues, which include activation fees and
interconnection fees billed to local exchange carriers ("LECs") for connections
to our PCS network, increased $2.6 million, or 101.4%, for the three months
ended March 31, 2001 as compared to the same period of 2000. This increase is
due primarily to the increase in amortization of deferred activation revenue due
to subscriber growth, as well as a continued increase in interconnection fees as
a result of increased utilization of our network by LECs.

         Cost of services includes the cost of interconnection with LEC
facilities, direct cell site costs (property taxes and insurance, site lease
costs and electric utilities), roaming validation (provided by a third-party
clearinghouse), long distance toll costs and certain prepaid subscriber-related
fees. Cost of services increased $11.0 million, or 53.7%, for the three months
ended March 31, 2001 as compared to the same period of 2000. This increase is
due primarily to the costs of providing service to our prepaid subscriber base,
including sales commissions on prepaid card renewals, taxes and other surcharges
that we do not bill to our prepaid subscribers and intelligent-network
management fees. We also experienced a substantial increase in our
interconnection costs due to increased usage of our network.

         We generated a negative equipment margin of 220.6% on $13.7 million of
sales during the three months ended March 31, 2001 as compared to a negative
316.2% on $7.0 million of sales for the same period of 2000. The improvement in
equipment margins is partially due to a continued decrease in the average cost
of handsets. The remaining improvement is the result of the increase in postpaid
subscriber growth since handsets sold to postpaid subscribers are not subsidized
as heavily as handsets sold to prepaid subscribers. We expect to continue
subsidizing the cost of handsets to all subscribers for the foreseeable future.


                                       12
<PAGE>   13

         Operations costs, which include the costs of managing and maintaining
our PCS system, customer service, credit and collections (including bad debt)
and inventory management increased $5.5 million, or 38.4%, for the three months
ended March 31, 2001 as compared to the same period of 2000. Our personnel costs
increased due to providing customer service through our centralized call center
to the growing subscriber base and our network maintenance costs increased due
to our expanding PCS network and certain equipment warranty expirations. We also
increased our bad debt provisions to reflect the increase in postpaid subscriber
growth.

         Selling and marketing costs increased $8.8 million, or 36.4%, for the
three months ended March 31, 2001 as compared to the same period of 2000.
Substantially all of this increase is attributable to increases in advertising
to support our promotional campaigns and sales compensation costs resulting from
the increase in postpaid subscribers.

         General and administrative costs increased $4.7 million, or 41.4%, for
the three months ended March 31, 2001 as compared to the same period of 2000.
This increase is partially attributable to costs associated with Eliska
Ventures. The remaining increase is attributable to continued increases in
personnel, facilities and computer systems costs at our corporate and regional
administrative offices and information technology center to support our growing
subscriber base.

         Depreciation and amortization increased $10.8 million, or 45.3%, for
the three months ended March 31, 2001 as compared to the same period of 2000 due
to the approximately 141 cell sites that we placed in service since March 31,
2000, as well as amortization of intangible assets related to the Asset
Acquisition.

         Net consolidated interest expense increased $6.5 million, or 23.8%, for
the three months ended March 31, 2001 as compared to the same period of 2000.
This increase in net interest expense is primarily the result of an increase in
our bond accretion expense, as well as a decrease in interest income due to a
decline in cash available for investment.

         Minority interest represents the 50.1% interest in the net loss of the
parent of Eliska Ventures that we do not own. We did not have a minority
interest prior to the Asset Acquisition.

         The effective income tax rate for the three months ended March 31, 2001
and 2000 was 0%. We generated a net loss of $49.7 million for the three months
ended March 31, 2001, and expect to incur net losses for the remainder of 2001.
We will not recognize the tax benefit of these losses until management
determines that it is more likely than not that such benefit is realizable.

LIQUIDITY AND CAPITAL RESOURCES

         We had cash and cash equivalents of $156.0 million at March 31, 2001 as
compared to $168.6 million at December 31, 2000. During the three months ended
March 31, 2001, we had net cash provided from operating activities of $12.3
million as compared to net cash used in operating activities of $20.5 million
for the same period of 2000. The cash impact of the net loss from operations
totaled $49.7 million for the three months ended March 31, 2001 but was offset
by $34.7 million of depreciation and amortization and $13.7 million of bond
accretion on our senior discount notes.

         Cash used in investing activities was $360.7 million for the three
months ended March 31, 2001 as compared to $28.7 for the same period of 2000.
Investing activities for the three months ended March 31, 2001 consisted
primarily of cash payments of $297.8 million for the Asset Acquisition and
capital expenditures of $35.7 million.

         Cash provided from financing activities was $335.8 million for the
three months ended March 31, 2001 as compared to $11.9 million for the same
period of 2000. Financing activities for the three months ended March 31, 2001
consisted primarily of proceeds of $140.0 million from the issuance of long-term
debt, proceeds of $125.0 million from the sale of our common stock to Sonera and
the investments by minority interests in the parent of Eliska Ventures of $76.0
million. Each of these financing activities was related to the formation of
Eliska Ventures and the Asset Acquisition.


                                       13
<PAGE>   14

         In connection with the Asset Acquisition, Eliska Ventures borrowed $140
million under a $200 million credit facility to fund a portion of the purchase
price. The remainder of the credit facility is to be used by Eliska Ventures for
working capital and other purposes. We are not a borrower under, or a guarantor
of, this credit facility, and we are not obligated to repay any amounts borrowed
or owed under this credit facility.

         Total capital expenditures, including capital expenditures for
information technology and the support of the PCS business, were $35.7 million
for the three months ended March 31, 2001 as compared to $15.4 million for the
same period of 2000. We currently estimate that capital expenditures will total
approximately $129.0 million for the remainder of 2001. These expenditures are
primarily to enhance and expand our network in existing markets in order to
increase capacity and to satisfy subscriber needs and competitive requirements.
We will continue to upgrade our network capacity and service quality,
particularly as they relate to our prepaid service intelligent-network platform,
to support our anticipated subscriber growth.

         Although we have completed the initial buildout of our PCS system, we
continue to require significant amounts of capital to fund the operation and
expansion of our business. Additionally, we will make initial interest payments
in 2001 of $43.0 million for our 12% Senior Discount Notes due February 2006 and
12% Senior Discount Notes due May 2006. We believe our cash on hand and cash
flow from operations will be sufficient to fund our operations and make our
interest payments in 2001. However, if we need additional capital in 2001, both
the Deutsche Telekom/Powertel merger agreement and the VoiceStream/Powertel
merger agreement contain covenants that limit our ability to raise capital prior
to the completion of the applicable merger without the consent of Deutsche
Telekom or VoiceStream, respectively.

         Due to the pending mergers and other factors, we are unable to predict
the exact amount of expenditures that we will need to make beyond 2001. If we
determine that we need to raise additional capital, we may attempt to raise this
capital through public debt or equity financings or private placements, vendor
financings or other means. We cannot guarantee that additional financing will be
available to us or, if available, that we will be able to obtain it on terms
acceptable to us, favorable to our stockholders and within the limitations
contained in our indentures, credit facility and any future financing
arrangements. If we fail to obtain necessary additional financing, we could
experience delays in some or all of our development and expansion plans and
expenditures, which could limit our ability to meet our debt service obligations
and could materially adversely affect our business, financial condition and
operating results.

         Our ability to satisfy our debt repayment obligations and covenants
depends upon our future performance, which is subject to a number of factors,
many of which are beyond our control. We cannot guarantee that we will generate
sufficient cash flow from our operating activities to meet our debt service and
working capital requirements, and we may need to refinance our indebtedness.
However, our ability to refinance our indebtedness will depend on, among other
things, our financial condition, the state of the public and private debt and
equity markets and the restrictions in the instruments governing our
indebtedness. In addition, if we do not generate sufficient cash flow to meet
our debt service requirements or if we fail to comply with the covenants
governing our indebtedness, we may need additional financing in order to service
or extinguish our indebtedness. We may not be able to obtain financing or
refinancing on terms that are acceptable to us or favorable to us or our
stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

         In May 2000, the Emerging Issues Task Force issued EITF 00-14,
"Accounting for Certain Sales Incentives," which addresses the recognition,
measurement and classification for certain sales incentives offered by a vendor
without charge to subscribers in a single exchange transaction. We will adopt
EITF 00-14 in April 2001. Had we adopted EITF 00-14 for the periods presented,
prepaid revenue and related cost of services for the three months ended March
31, 2001 and 2000 would have been reduced by $5.3 million and $3.0 million,
respectively.

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. In June 2000, the FASB issued an


                                       14
<PAGE>   15

amendment to SFAS 133, Statement of Financial Accounting Standards No. 138
("SFAS 138"), "Accounting for Certain Derivative Instruments and Certain Hedging
Activities." SFAS 138 addresses a limited number of issues causing
implementation difficulties for numerous entities that apply SFAS 133 and amends
the accounting and reporting standards of SFAS 133 for certain derivative
instruments and certain hedging activities. SFAS 133/138 is effective for fiscal
years beginning after June 15, 2000. The adoption of SFAS 133/138 did not have a
material impact upon our results of operations or financial position.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

         This Report contains forward-looking statements about us and other
companies, including Deutsche Telekom and VoiceStream, which we intend to be
covered by the safe harbor for "forward-looking statements" provided by the
Private Securities Litigation Reform Act of 1995. These statements appear in a
number of places in this Report. Forward-looking statements are statements that
are not historical facts and include:

         -        financial projections and estimates and their underlying
                  assumptions;
         -        statements regarding plans, objectives and expectations with
                  respect to future operations, products and services;
         -        statements regarding the anticipated impact or outcome of the
                  proposed mergers involving Deutsche Telekom and VoiceStream;
         -        the impact of regulatory initiatives on our operations;
         -        our share of new and existing markets;
         -        general industry and macroeconomic growth rates and our
                  performance relative to them; and
         -        statements regarding future performance, financial condition
                  and operating results.

These statements can sometimes be identified by our use of forward-looking words
such as "believe," "may," "will," "anticipate," "estimate," "continue,"
"expect," "could," "should," "would," "intend" and similar expressions.

         The forward-looking statements in this Report are subject to various
risks and uncertainties, many of which are difficult to predict and are beyond
our control. Accordingly, our actual results and those of others that are the
subject of such statements may differ materially from those expressed in, or
implied by, the forward-looking statements as a result of: (i) factors affecting
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger, the
availability, terms and cost of capital, competitive factors and pricing
pressures, general economic conditions, the failure of the market demand for our
products and services to be commensurate with our management's expectations or
past experience, issues associated with management of our growth, including the
expansion of our network capacity, the impact of present or future laws and
regulations on our business, changes in operating expenses or the failure of
operating and buildout expenses to be consistent with our management's
expectations and the difficulty of accurately predicting the outcome and effect
of certain matters, such as matters involving litigation and investigations;
(ii) various factors discussed herein; and (iii) those factors discussed in
detail in our previous filings with the Securities and Exchange Commission,
including the "Risk Factors" section of our Registration Statement on Form S-3
(Registration No. 333-84951), as declared effective by the Securities and
Exchange Commission on February 13, 2001 and the sections captioned "Risk
Factors Relating to the Deutsche Telekom/VoiceStream Merger and the Deutsche
Telekom/Powertel Merger" and "Risk Factors Relating to the VoiceStream/Powertel
Merger" in the Merger Proxy Statement.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

         We believe our exposure to market rate fluctuations on our investments
is nominal due to the short-term nature of those investments. We have market
risk to the extent of our borrowings under our credit facility because of the
variable interest rate on the credit facility. However, our management does not
foresee any material prolonged changes in interest rates in the near future. At
present, we have no plans to enter into any hedging arrangements with respect to
our borrowings.


                                       15
<PAGE>   16

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Reference is made to our Form 10-K for the year ended December 31, 2000
(as filed with the Securities and Exchange Commission on March 22, 2001) for a
discussion of certain legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         We pay a quarterly dividend of 6.5% per annum on our Series E 6.5%
Cumulative Convertible Preferred Stock and Series F 6.5% Cumulative Convertible
Preferred Stock. Although the terms of the Series E Preferred and Series F
Preferred allow us to pay these dividends in stock or in cash, we are prohibited
from paying cash dividends for the foreseeable future because of restrictions
contained in our credit facility and the indentures relating to our outstanding
bonds. Therefore, we intend to pay these quarterly dividends in common stock for
the foreseeable future. During the three months ended March 31, 2001, we issued
16,902 shares of our common stock to SCANA Communications, Inc., which owns all
of our Series E Preferred, and 16,902 shares of common stock to ITC Wireless,
Inc., which owns all of our Series F Preferred, in payment of the quarterly
dividends owed on December 15, 2000.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On March 13, 2001, we held a special meeting of our stockholders to
vote on the following matters:

         Approval of the Deutsche Telekom/Powertel Merger Agreement. We asked
the stockholders to consider and vote upon an agreement and plan of merger,
dated August 26, 2000, as amended and restated as of February 8, 2001 and as
further amended from time to time, among us, Deutsche Telekom and a wholly owned
subsidiary of Deutsche Telekom. 24,632,767 votes were cast for the proposal by
the holders of our common stock and Series A Preferred Stock, voting as a single
class and with the Series A Preferred Stock voting on an as-if-converted to
common stock basis. 70,614 votes were cast against the proposal, and broker
non-votes and abstentions were 0 and 106,825, respectively. All outstanding
shares of our Series A Preferred Stock, Series B Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock and Series F Preferred Stock were cast
for the proposal, with each series voting as a separate class.

         Approval of the VoiceStream/Powertel Merger Agreement. We asked the
stockholders to consider and vote upon an agreement and plan of reorganization,
dated August 26, 2000, as amended and restated as of February 8, 2001, among us,
VoiceStream and a wholly owned subsidiary of VoiceStream. 24,667,001 votes were
cast for the proposal by the holders of our common stock and Series A Preferred
Stock, voting as a single class and with the Series A Preferred Stock voting on
an as-if-converted to common stock basis. 35,065 votes were cast against the
proposal, and broker non-votes and abstentions were 0 and 108,140, respectively.
All outstanding shares of our Series A Preferred Stock, Series B Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred
Stock were cast for the proposal, with each series voting as a separate class.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS

         None.

         (B)      REPORTS ON FORM 8-K.

         On February 2, 2001, we filed a Current Report on Form 8-K dated
February 1, 2001 which reported events under Item 5 (Other Events) regarding our
announcement of our preliminary financial results for the year ended December
31, 2000.


                                       16
<PAGE>   17

         On March 13, 2001, we filed a Current Report on Form 8-K dated March
13, 2001 which reported events under Item 5 (Other Events) regarding our
announcements of (i) the results of our stockholder vote approving the Deutsche
Telekom/Powertel merger and the VoiceStream/Powertel merger and (ii) the
declaration of a stock dividend on our common stock.


                                       17
<PAGE>   18

                                   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 thereunto duly authorized.

                           POWERTEL, INC.



May 11, 2001               /s/ Allen E. Smith
                           ----------------------------------------------------
                           Allen E. Smith
                           President and Chief Executive Officer



May 11, 2001               /s/ Fred G. Astor, Jr.
                           ----------------------------------------------------
                           Fred G. Astor, Jr.
                           Executive Vice President and Chief Financial Officer
                           (Chief Accounting Officer)


                                       18