TELIGENT INC, DEF 14A, 2000-05-01

TELIGENT INC
DEF 14A, 2000-05-01
RADIOTELEPHONE COMMUNICATIONS

Previous: CENTRAL EUROPEAN DISTRIBUTION CORP, DEF 14A, 2000-05-01

Next: PIMCO VARIABLE INSURANCE TRUST, 497, 2000-05-01

<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Teligent, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

- --------------------------------------------------------------------------------
<PAGE> 2

[TELIGENT LOGO]

May 1, 2000

Dear Fellow Shareholder:

On behalf of the Board of Directors and management of Teligent, Inc., we
cordially invite you to attend the annual meeting of shareholders of Teligent.
The meeting will be held at 1:00 p.m. eastern daylight time, on May 25, 2000, at
the McLean Hilton located at 7920 Jones Branch Drive, McLean, Virginia. At the
annual meeting, you will have the opportunity to meet with Teligent's management
team and we will report to you on the Company's 1999 financial and operating
performance.

As you know, an important aspect of the annual meeting process is the
shareholder vote on corporate business items. I urge you to exercise your rights
as a shareholder to vote and participate in this process.

Whether or not you plan to attend the annual meeting, PLEASE READ THE
ENCLOSED PROXY STATEMENT AND THEN COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING POSTAGE PAID RETURN
ENVELOPE. This will save the Company additional expense in soliciting proxies
and will ensure that your shares are represented at the meeting.

Your Board of Directors and management are committed to the success of
Teligent and the enhancement of your investment. As Chairman of the Board of
Directors and Chief Executive Officer, I want to express my appreciation for
your confidence and support.

Very truly yours,
ALEX J. MANDL
Chairman of the Board and CEO
<PAGE> 3

TELIGENT, INC.

8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 762-5100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 2000

To Our Shareholders:

The 2000 Annual Meeting of Shareholders of Teligent, Inc. will be held at
the McLean Hilton, 7920 Jones Branch Drive, McLean, Virginia, on May 25, 2000,
at 1:00 p.m. eastern daylight time, for the purpose of considering and acting
upon the:

1. Election of the Board of Directors of Teligent, Inc.;

2. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive
Plan, as amended, to increase the number of shares of Class A common
stock reserved for issuance thereunder by 5,000,000 shares;

3. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock, par value $.01 per share, from 200,000,000 to 500,000,000;

4. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to eliminate the Class B-Series 1 common stock, and to
increase the number of authorized shares of Class B-Series 2 common
stock from 25,000,000 (of which 1,729,000 shares have been converted
into Class A common stock as of April 24, 2000 and may not be reissued)
to 50,000,000 and Class B-Series 3 common stock from 10,000,000 to
20,000,000; and

5. Approval of the sale by a subsidiary of Teligent, Inc. of 1,000,000
shares of Class A common stock of Teligent, Inc. to a subsidiary of ICG
Communications, Inc. in exchange for 2,996,076 shares of ICG
Communications, Inc. common stock. ICG Communications, Inc. is an
affiliate of Liberty Media Corporation, which is an "interested
stockholder" of Teligent, Inc. for purposes of Section 203 under the
Delaware General Corporation Law;

6. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000;

such other matters as may properly come before the annual meeting or any
adjournments thereof. The Board of Directors is not aware of any other business
scheduled for the annual meeting. Any action may be taken on the foregoing
proposals at the annual meeting on the date specified above, or on any date or
dates to which the annual meeting may be adjourned.

Shareholders of record at the close of business on April 24, 2000, are the
shareholders entitled to vote at the annual meeting, and any adjournments
thereof. A complete list of shareholders entitled to vote at the meeting will be
available for inspection by shareholders at the executive offices of Teligent
during the ten days prior to the meeting as well as at the meeting.

Your vote is very important. Please sign and date the enclosed proxy, and
return it promptly in the enclosed envelope to ensure your representation at the
annual meeting. The proxy will not be used if you attend and vote at the meeting
in person.

BY ORDER OF THE BOARD OF DIRECTORS,
LAURENCE E. HARRIS
Corporate Secretary
Vienna, Virginia
May 1, 2000

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE TELIGENT THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
<PAGE> 4

TELIGENT, INC.
8065 Leesburg Pike, Suite 400
Vienna, Virginia 22182
(703) 762-5100
------------------------

PROXY STATEMENT
------------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2000
------------------------

This proxy statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Teligent, Inc. ("Teligent" or the "Company")
of proxies to be used at the annual meeting of shareholders of Teligent, to be
held at the McLean Hilton, 7920 Jones Branch Drive, McLean, Virginia, on May 25,
2000, at 1:00 p.m. eastern daylight time, and all adjournments of the meeting.
The accompanying Notice of Meeting and this proxy statement are first being
mailed to shareholders on or about May 1, 2000. A copy of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 also accompanies these
materials.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the annual meeting, shareholders are being asked to consider and vote
upon the matters outlined in the accompanying Notice of Meeting, including:

PROPOSAL I. Election of the Board of Directors of Teligent;

PROPOSAL II. Approval of an amendment to the Teligent, Inc. 1997 Stock
Incentive Plan, as amended, to increase the number of shares of Class A common
stock reserved for issuance thereunder by 5,000,000 shares;

PROPOSAL III. Approval of an amendment to the Teligent, Inc. Certificate
of Incorporation to increase the number of authorized shares of Class A common
stock, par value $.01 per share, from 200,000,000 to 500,000,000;

PROPOSAL IV. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to eliminate the Class B-Series 1 common stock, and to increase
the number of authorized shares of Class B-Series 2 common stock from 25,000,000
(of which 1,729,000 shares have been converted into Class A common stock as of
April 24, 2000 and may not be reissued) to 50,000,000 and Class B-Series 3
common stock from 10,000,000 to 20,000,000.

PROPOSAL V. Approval of the sale by a subsidiary of Teligent, Inc. of
1,000,000 shares of Class A common stock of Teligent, Inc. to a subsidiary of
ICG Communications, Inc. in exchange for 2,996,076 shares of ICG Communications,
Inc. common stock. ICG Communications, Inc. is an affiliate of Liberty Media
Corporation, which is an "interested stockholder" of Teligent, Inc. for purposes
of Section 203 under the Delaware General Corporation Law; and

PROPOSAL VI. Ratification of the appointment of Ernst & Young LLP as
independent auditors for Teligent for the year ending December 31, 2000.

The shareholders also will transact any other business that may properly
come before the meeting. Members of our management team will be present at the
meeting to respond to appropriate questions from shareholders.

WHO IS ENTITLED TO VOTE?

The record date for the annual meeting is April 24, 2000. Only shareholders
of record at the close of business on that date are entitled to notice of and to
vote at the annual meeting. As of the date of this proxy
<PAGE> 5

statement, Teligent has Class A common stock, Class B common stock and Series A
preferred stock outstanding. The outstanding Class B common stock consists of
Class B-Series 2 and Class B-Series 3 common stock. All outstanding shares of
Class B-Series 1 common stock have been converted to Class A common stock and,
as a result, have been irrevocably cancelled and may not be reissued. The Class
A common stock and Class B common stock are collectively referred to in this
proxy statement as the "Common Stock" and together with the Series A preferred
stock, the "Voting Stock."

Except as otherwise required by law, or as described herein, the holders of
shares of Voting Stock vote together as a single class on all matters presented
to a vote of shareholders. Each registered holder of Common Stock is entitled to
one vote per share, and each holder of Series A preferred stock is entitled to
one vote per share of common stock into which the Series A preferred stock is
convertible. At the close of business on the record date there were 59,378,237
shares of Voting Stock outstanding, consisting of 38,117,627 shares of Class A
common stock, no shares of Class B-Series 1 common stock, 15,477,210 shares of
Class B-Series 2 common stock, 5,783,400 shares of Class B-Series 3 common stock
and, on a converted basis, Series A preferred stock equal to 8,858,609 shares of
Class A common stock.

Each registered holder of Voting Stock of record on April 24, 2000 is
entitled to one vote per share on each matter to be voted on at the annual
meeting, except as follows:

1. The holders of Class A common stock shall not be entitled to vote on:
(i) the election of directors nominated by the holders of the Class B
common stock, and (ii) the election of the director nominated by Hicks,
Muse, Tate & Furst Incorporated and its affiliates, who are Series A
preferred stock holders ("Hicks, Muse").

2. The holders of any series of Class B common stock shall not be entitled
to vote on: (i) the election of directors nominated by the holder of
another series of Class B common stock, and (ii) the election of the
director nominated by Hicks, Muse.

3. The holders of Series A preferred stock shall not be entitled to vote
on: (i) the election of directors nominated by the holders of the Class
B common stock, and (ii) for Series A preferred stockholders other than
Hicks, Muse, the election of the director nominated by Hicks, Muse.

WHAT IF MY SHARES ARE HELD IN "STREET NAME" BY A BROKER?

If you are the beneficial owner of shares held in "street name" by a
broker, your broker, as the record holder of the shares, is required to vote
those shares in accordance with your instructions. If you do not give
instructions to your broker, your broker will nevertheless be entitled to vote
the shares with respect to "discretionary" items, but will not be permitted to
vote your shares with respect to "non-discretionary" items. In the case of
non-discretionary items, the shares will be treated as "broker non-votes" if you
do not give your broker instructions. The proposals relating to the election of
directors (Proposal I) and the ratification of auditors (Proposal VI) are
discretionary items. All of the remaining proposals are non-discretionary items.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?

A quorum must be present at the meeting for any business to be conducted.
The presence at the meeting, in person or by proxy, of the holders of a majority
of the shares of Voting Stock outstanding on the record date will constitute a
quorum. Proxies received but marked as abstentions or broker non-votes will be
included in the calculation of the number of shares considered to be present at
the meeting.

WHAT IF A QUORUM IS NOT PRESENT AT THE MEETING?

If a quorum is not present at the scheduled time of the meeting, the
shareholders who are represented may adjourn the meeting until a quorum is
present. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken, and no other notice will be given. An adjournment
will have no effect on the business that may be conducted at the meeting.

2
<PAGE> 6

HOW DO I VOTE?

1. You may vote by mail. If you properly complete and sign the
accompanying proxy card and return it in the enclosed envelope, it will be voted
in accordance with your instructions. The enclosed envelope requires no
additional postage if mailed in the United States. If your shares are held in
"street name" by a broker or other nominee, you should check the voting form
used by that firm to determine whether you will be able to vote by telephone or
on the Internet.

2. You may vote in person at the meeting. If you plan to attend the annual
meeting and wish to vote in person, we will give you a ballot at the annual
meeting. However, if your shares are held in the name of your broker, bank or
other nominee, you will need to obtain a proxy form from the institution that
holds your shares indicating that you were the beneficial owner of Teligent
Voting Stock on April 24, 2000, the record date for voting at the annual
meeting.

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY?

Yes, you may revoke your proxy and change your vote at any time before the
polls close at the meeting by:

- signing another proxy with a later date;

- giving written notice of the revocation of your proxy to the Secretary of
Teligent prior to the annual meeting; or

- voting in person at the annual meeting.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSALS?

Your Board recommends that you vote:

- "FOR" election of each of the nominees to the Board of Directors (see
page 6);

- "FOR" the approval of the amendment to the 1997 Stock Incentive Plan (see
page 22);

- "FOR" the approval of the amendment to Teligent's Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock (see page 25);

- "FOR" the approval of the amendment to Teligent's Certificate of
Incorporation to eliminate the Class B-Series 1 common stock, and to
increase the number of authorized shares of Class B-Series 2 common and
Class B-Series 3 common stock (see page 26);

- "FOR" the approval of the sale of 1,000,000 shares of Teligent Class A
common stock to a subsidiary of ICG Communications, Inc. (see page 27);
and

- "FOR" the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors (see page 29).

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

If you submit an executed proxy but do not indicate any voting
instructions, your shares will be voted FOR each of the proposals set forth in
this proxy statement.

WILL ANY OTHER BUSINESS BE CONDUCTED AT THE MEETING?

The Board of Directors knows of no other business that will be presented at
the meeting. If any other proposal properly comes before the shareholders for a
vote at the meeting, however, the proxy holders will vote your shares in
accordance with their best judgment.

3
<PAGE> 7

HOW MANY VOTES ARE REQUIRED TO ELECT THE DIRECTOR NOMINEES?

The affirmative vote of a plurality of the votes cast on this matter is
required to elect the eight nominees as directors. This means that the eight
nominees will be elected if they receive more affirmative votes than any other
person. If you vote "Withheld" with respect to the election of one or more
nominees, your shares will not be voted with respect to the person or persons
indicated, although they will be counted for purposes of determining whether
there is a quorum.

WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR ELECTION?

If a nominee is unable to stand for election, the Board of Directors may
either reduce the number of directors to be elected or cause a substitute
nominee to be selected. If a substitute nominee is selected, the proxy holders
will vote your shares for the substitute nominee, unless you have withheld
authority.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE AMENDMENT TO THE 1997 STOCK OPTION
PLAN?

Approval of the amendment to Teligent's 1997 Stock Option Plan to increase
the number of shares of Class A common stock reserved for issuance thereunder by
5,000,000 shares requires the affirmative vote of a majority of the shares of
Voting Stock present at the meeting in person or by proxy and entitled to vote
as of the record date.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE AMENDMENT TO TELIGENT'S CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON
STOCK?

Approval of the amendment to Teligent's Certificate of Incorporation to
increase the number of authorized shares of Class A common stock from
200,000,000 to 500,000,000 requires the affirmative vote of a majority of the
shares of (i) Voting Stock and (ii) Class B common stock, each outstanding as of
the record date.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE AMENDMENT TO TELIGENT'S CERTIFICATE
OF INCORPORATION TO ELIMINATE THE CLASS B-SERIES 1 COMMON STOCK AND INCREASE THE
NUMBER OF AUTHORIZED SHARES OF CLASS B-SERIES 2 COMMON STOCK AND CLASS B-SERIES
3 COMMON STOCK?

Approval of the proposal to amend Teligent's Certificate of Incorporation
to eliminate the Class B-Series 1 common stock, increase the number of
authorized shares of Class B-Series 2 common stock from 25,000,000 to 50,000,000
and increase the number of authorized shares of Class B-Series 3 common stock
from 10,000,000 to 20,000,000 requires the affirmative vote of a majority of the
shares of (i) Voting Stock and (ii) Class B common stock, each outstanding as of
the record date.

HOW MANY VOTES ARE REQUIRED TO APPROVE THE SALE BY A SUBSIDIARY OF THE COMPANY
OF 1,000,000 SHARES OF CLASS A COMMON STOCK TO A SUBSIDIARY OF ICG
COMMUNICATIONS, INC.?

Approval of the sale of 1,000,000 shares of Teligent Class A common stock
to a subsidiary of ICG Communications, Inc. requires the affirmative vote of 66
2/3% of the shares of Voting Stock outstanding as of the record date which are
not owned by Liberty Media Corporation or its affiliates.

HOW MANY VOTES ARE REQUIRED TO RATIFY THE APPOINTMENT OF TELIGENT'S INDEPENDENT
AUDITORS?

The ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors requires the affirmative vote of a majority of the shares
of Voting Stock present at the meeting in person or by proxy and entitled to
vote as of the record date.

HOW WILL ABSTENTIONS BE TREATED?

If you abstain from voting on one or more proposals, your shares will still
be included for purposes of determining whether a quorum is present. Because
directors are elected by a plurality of votes, an abstention will have no effect
on the outcome of the vote and, therefore, is not offered as a voting option for
Proposal I. If

4
<PAGE> 8

you abstain from voting on a proposal for which this option is available, your
shares will be included in the number of shares voting on the proposal and,
consequently, your abstention will have the same practical effect as a vote
against the proposal.

HOW WILL BROKER NON-VOTES BE TREATED?

Shares treated as broker non-votes on one or more proposals will be
included for purposes of calculating the presence of a quorum. Otherwise, shares
represented by broker non-votes will be treated as shares not entitled to vote
on a proposal. Consequently, broker non-votes will have the following effects:

Proposal I. Broker non-votes will have no effect on the election of
directors.

Proposals II and VI. Broker non-votes will not be counted in determining
the number of shares necessary for approval of the amendment to the 1997 Stock
Option Plan and the ratification of the appointment of the Company's independent
auditors and will, therefore, reduce the absolute number, but not the
percentage, of the affirmative votes required for approval of these proposals.

Proposals III, IV and V. Because approval of the amendments to the
Company's Certificate of Incorporation will require a majority vote of the
outstanding shares entitled to vote and the sale of Teligent Class A common
stock to a subsidiary of ICG Communications, Inc. will require a two-thirds vote
of the outstanding shares entitled to vote which are not owned by Liberty Media
and its affiliates, a broker non-vote will have the same practical effect as a
vote against these proposals.

WHO PAYS FOR THE COSTS OF SOLICITING PROXIES?

Teligent will pay the costs of soliciting proxies. Teligent will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
Common Stock and Series A preferred stock. Teligent has engaged Corporate
Investors Communications, Inc. to assist with the solicitation of proxies at a
cost of approximately $6,000 plus reasonable out of pocket expenses not expected
to exceed $2,000. In addition to solicitation by mail, directors, officers and
employees of Teligent may solicit proxies personally or by facsimile, telegraph
or telephone, without additional compensation.

5
<PAGE> 9

PROPOSAL I -- ELECTION OF DIRECTORS

The Board of Directors consists of eight members who are elected annually
to serve until the next annual meeting of shareholders or until their respective
successors have been elected and qualified. Each director nominee is currently a
director of Teligent. As set forth in the following table, of the eight director
nominees to be elected at this annual meeting, five nominees will be elected by
the holders of the Voting Stock (i.e., the Class A common stock, Class B common
stock and the Series A preferred stock voting as a single class), one nominee
will be elected by the holder of the Class B-Series 2 common stock, one nominee
will be elected by the holder of the Class B-Series 3 common stock and one
nominee will be elected by Hicks, Muse, holders of a portion of the shares of
the Series A preferred stock.

Mr. Mikami and Dr. Singh were nominated for election as directors at this
annual meeting by the holders of the Class B-Series 2 and Class B-Series 3
stock, respectively. Pursuant to our Certificate of Incorporation, until the
number of shares held by holders of each series of the Class B common stock
falls below certain ownership thresholds, each of these holders will have the
right to elect a director to Teligent's Board of Directors. Mr. Hicks was
nominated for election as a director at this annual meeting by Hicks, Muse
pursuant to the terms of a stock purchase agreement dated November 4, 1999,
between Teligent, Microsoft Corporation, certain affiliates of Hicks, Muse and
other purchasers.

Microwave Services, Inc., Teligent and the holders of all of the Class B
common stock of Teligent, NTT and Telcom Ventures, are parties to a shareholders
agreement pursuant to which they have agreed to vote for the election of
Teligent's chief executive officer, currently Alex J. Mandl, as a director. In
addition, Telcom-DTS Investors, L.L.C., Microwave Services, Inc., Liberty Media
Corporation and Alex J. Mandl, our chairman and chief executive officer, are
parties to a shareholders agreement dated as of January 13, 2000. As of the
record date, these parties together own approximately 58.8% of the Voting Stock
of Teligent. The January 2000 shareholders agreement provides that the parties
thereto will vote their shares so that Teligent's Board of Directors shall
consist of eight directors, three of whom will be nominees of Liberty Media and
two of whom will be nominees of Telcom Ventures. Pursuant to the January 2000
shareholders agreement, Messrs. Berkman, Howard and Vogel are nominees of
Liberty Media and Dr. Rajendra Singh and Ms. Neera Singh are nominees of Telcom
Ventures. The January 2000 shareholders agreement terminates on the earlier of
the following: (1) the consummation of a merger transaction in which all of the
outstanding shares of Teligent Class A common stock are acquired by any party,
(2) September 30, 2001 and (3) September 30, 2000 (in the case of a written
agreement between Microwave Services, Inc. and Telcom Ventures prior to such
date, providing that the January 2000 shareholders agreement shall be terminated
as of September 30, 2000).

Except as disclosed in this proxy statement, there are no arrangements or
understandings between the nominees and any other person pursuant to which the
nominees were selected.

Each nominee has consented to being named in this proxy statement and has
agreed to serve if elected. If a nominee is unable to stand for election, the
Board of Directors may either reduce the number of directors to be elected or
cause a substitute nominee to be selected. If a substitute nominee is selected,
the proxy holders will vote your shares for the substitute nominee, unless you
have withheld authority.

The following tables set forth, with respect to each director nominee, his
or her name, age, principal occupation and employment during the past five
years, the year in which he or she first became a director of Teligent and
directorships held in other companies. For additional information regarding the
nominees, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,"
"MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS," "COMPENSATION INFORMATION"
and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

The affirmative vote of a plurality of the votes cast for a director at the
meeting is required to elect the eight nominees as directors. YOUR BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.

6
<PAGE> 10

<TABLE>
<CAPTION>
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
------- --- -----------------------------------------------------
<S> <C> <C>
TO BE ELECTED BY HOLDERS OF CLASS A COMMON STOCK, CLASS B COMMON STOCK AND SERIES A PREFERRED STOCK
Alex J. Mandl............................. 56 Mr. Mandl has been Chairman and Chief Executive
Officer of Teligent since September 1996. Prior to
joining Teligent, Mr. Mandl served as President and
Chief Operating Officer of AT&T and Executive Vice
President of AT&T and CEO of AT&T's Communications
Services Group (1993-1995). As President and Chief
Operating Officer, Mr. Mandl oversaw AT&T's
operations including its long-distance, wireless and
local communications services, in addition to its
credit card and Internet businesses. As Chief
Financial Officer of AT&T from 1991 to 1993, Mr.
Mandl directed AT&T's financial strategy, policy and
operations, and managed the acquisition of McCaw
Cellular Communications, Inc. Earlier, Mr. Mandl
served as Chairman and CEO of Sea-Land Services,
Inc., an ocean transportation and distribution ser-
vices company. Mr. Mandl serves on the Boards of
Directors of the Warner-Lambert Company, Dell
Computer Corporation and Viasystems Group, Inc.
David J. Berkman(1)....................... 37 Mr. Berkman has been a director of Teligent since its
inception in March 1996. He is the Managing Partner
of the Associated Group, LLC, a venture capital firm
primarily engaged in the telecommunications and
internet commerce market segments. The Associated
Group, LLC was founded by principals of The
Associated Group, Inc. ("Associated"), the former
holder of the Class B-Series 1 common stock. From
1994 to January 2000, Mr. Berkman was Executive Vice
President and a member of the Board of Directors of
Associated. Mr. Berkman serves on the Boards of
Directors of Entercom Communications Corp., True
Position, Inc., V-Span, Inc., the Philadelphia
Regional Performing Arts Center and the Franklin
Institute.
</TABLE>

7
<PAGE> 11

<TABLE>
<CAPTION>
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
------- --- -----------------------------------------------------
<S> <C> <C>
Gary Howard(2)............................ 43 Mr. Howard has been a director of Teligent since
January 2000 and is the chairperson of Teligent's
Compensation Committee. Mr. Howard has served as
Executive Vice President, Chief Operating Officer and
a director of Liberty Media Corporation ("Liberty
Media") since July 1998. Mr. Howard has also served
as Chief Executive Officer of TCI Satellite
Entertainment, Inc. since December 1996. Mr. Howard
served as Executive Vice President of Tele-
Communications, Inc. from December 1997 to March
1999; as Chief Executive Officer, Chairman of the
Board and a director of TV Guide, Inc. from June 1997
to March 1999; and as President and Chief Executive
Officer of TCI Ventures Group, LLC from December 1997
to March 1999. Mr. Howard served as President of TV
Guide, Inc. from June 1997 to September 1997; as
President of TCI Satellite Entertainment, Inc. from
February 1995 through August 1997; as Senior Vice
President of TCI Communications, Inc. ("TCIC") from
October 1994 to December 1996. Mr. Howard is a
director of Liberty Media Corporation, TV Guide,
Inc., Liberty Digital, Inc. and TCI Satellite
Entertainment, Inc.
Neera Singh(2)............................ 41 Ms. Singh has been a director of Teligent since Janu-
ary 2000. Ms. Singh is a co-founder of LCC
International, Inc. ("LCC"), a worldwide provider of
wireless engineering, design and related services,
which is an affiliate of Telcom Ventures L.L.C
("Telcom Ventures") and has been a director of LCC
since its inception. Ms. Singh, together with her
family, is one of the principal owners of Telcom
Ventures. Ms. Singh served as Vice President of LCC
from its formation in 1983 to October 1991 and
Executive Vice President from January 1994 until
September 1996. Ms. Singh also served as
Co-Chairperson of LCC from January 1995 until
September 1996. Ms. Singh is a member of the Members
Committee of Telcom Ventures and RF Investors, L.L.C.
Ms. Singh is married to Dr Rajendra Singh, who is
also a director of the Company.
</TABLE>

8
<PAGE> 12

<TABLE>
<CAPTION>
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
------- --- -----------------------------------------------------
<S> <C> <C>
Carl Vogel(1)............................. 42 Mr. Vogel has been a director of Teligent since April
2000. Mr. Vogel has served as Senior Vice President
of Liberty Media since December 1999. Mr. Vogel is
also the Chief Executive Officer of Liberty Satellite
and Technology, a company specifically focused on
investments in broadband delivery technologies via
satellite worldwide. Mr. Vogel served as Executive
Vice President/Chief Operating Officer of Field
Operations for AT&T Broadband & Internet Services
from June 1999 until joining Liberty Media. He served
as Chairman and Chief Executive Officer of Primestar,
Inc. from June 1998 to June 1999. From October 1997
to June 1998, Mr. Vogel was Chief Executive Officer
of Star Choice Communications. From March 1994 to
March 1997, he served first as Executive Vice
President and Chief Operating Officer and later as
President of EchoStar Communications Corporation. Mr.
Vogel began his career at Arthur Andersen & Co. and
subsequently held several senior level financial and
operating positions at Jones Intercable, Inc. Mr.
Vogel serves on the Boards of Directors of Astrolink
International, L.L.C. and Canadian Satellite
Communications.
TO BE ELECTED SOLELY BY THE HOLDER OF THE CLASS B-SERIES 2 COMMON STOCK
Dr. Rajendra Singh(1)..................... 45 Dr. Singh has been a director of Teligent since its
inception in March 1996 and is the chairperson of
Teligent's Audit Committee. Since December 1993, Dr.
Singh has served as Chairman of the Board and Chief
Executive Officer of Telcom Ventures. Dr. Singh also
served as President of Telcom Ventures through
September 1997. Dr. Singh also serves as President
and Treasurer of Digital Services Corporation, an
affiliate of Telcom Ventures. Dr. Singh founded
Telcom Ventures in 1993 and, together with his
family, is one of the principal owners of that
company. Since October 1998, Dr. Singh has served as
Chairman of the Board and acting Chief Executive
Officer of LCC, which he co-founded in 1983. Dr.
Singh has created widely-used standards of system
design and methodology in the cellular industry.
[Mr.] Serves on the Boards of Directors of Aether
Systems, Inc. and XM Satellite Radio Holdings, Inc.
</TABLE>

9
<PAGE> 13

<TABLE>
<CAPTION>
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
------- --- -----------------------------------------------------
<S> <C> <C>
TO BE ELECTED SOLELY BY THE HOLDER OF THE CLASS-B SERIES 3 COMMON STOCK
Tetsuro Mikami(1)(2)...................... 48 Mr. Mikami has been a director of Teligent since
November 1997. Since July 1999, Mr. Mikami has served
as Vice President, IP Business Development, Global
Business Division of NTT Communications Corporation.
From January 1999 to June 1999, Mr. Mikami served as
Director, Overseas Carrier Business Group, Global
Business Division of Nippon Telegraph and Telephone
Corporation ("NTT"). From April 1993 to December
1998, Mr. Mikami served as General Manager, Business
Solutions Group, Long Distance, of NTT. Mr. Mikami
has been with NTT for over twenty years and has
served in various senior management roles. He
currently resides in Tokyo, Japan.
TO BE ELECTED SOLELY BY HICKS, MUSE AND CERTAIN OF ITS AFFILIATES, THE HOLDERS OF CERTAIN SHARES OF THE
SERIES A PREFERRED STOCK
Thomas O. Hicks(2)........................ 54 Mr. Hicks has been a director of Teligent since
December 1999. Mr. Hicks is Chairman of the Board and
Chief Executive Officer of Hicks, Muse, Tate & Furst
Incorporated, a private investment firm formed in
1989 specializing in leveraged acquisitions and
strategic investments Mr. Hicks serves as Chairman
and Director of AMFJ, Inc. and Triton Energy Limited
Mr. Hicks serves as a Director of CCI Holdings, Corp
Group Limited, DAC Vision, Inc., Home Interiors &
Gifts, Inc., International Home Foods, MVS
Corporation, Sybron International Corporation, Mumm
Periet Juet, Lamar Advertising and Viasystems Group,
Inc. He also serves on the Board of Directors of Crow
Family Holdings, as well as The Chase Manhattan
Corporation National Advisory Board. Mr. Hicks is
also the Chairman of the Board and Owner of the
Dallas Stars Hockey Club, a National Hockey League
member, as well as the Chairman and Owner of the
Texas Rangers Baseball Club, an American League
Baseball member. Prior to forming Hicks Muse, Mr.
Hicks was Co-Chairman and Co-Chief Executive officer
of Hicks & Haas Incorporated from 1983 to May 1989.
From 1977 to 1983, Mr. Hicks was co-managing partner
of Summit Partners, an investment firm. Before that,
he was President of First Dallas Capital Corpo-
ration, the venture capital affiliate of First
National Bank of Dallas, from 1974 to 1977.
</TABLE>

- ---------------
(1) Member of Teligent's Audit Committee.

(2) Member of Teligent's Compensation Committee.

10
<PAGE> 14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DOES ANYONE OWN MORE THAN FIVE PERCENT OF THE COMPANY'S STOCK? HOW MUCH STOCK DO
THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS OWN?

The following table presents information regarding the beneficial ownership
of Teligent Voting Stock as of April 24, 2000, by:

- persons or entities (or group of affiliated persons or entities) known by
management to beneficially own more than five percent of the outstanding
Voting Stock of Teligent;

- each director and director nominee of Teligent named in this proxy
statement;

- each executive officer of Teligent named in the "Summary Compensation
Table" appearing below and current executive officers of Teligent; and

- all of the executive officers and directors of Teligent as a group.

The persons named in the following table have sole voting power for all
shares of Voting Stock shown as beneficially owned by them, subject to community
property laws where applicable and except as indicated in the footnotes to this
table. The address of each of the beneficial owners, except where otherwise
indicated, is the same address as Teligent. An asterisk (*) in the table
indicates that an individual beneficially owns less than one percent of the
outstanding Voting Stock of Teligent.

The following table reflects the acquisition by Liberty Media Corporation
of The Associated Group, Inc. on January 14, 2000. Prior to the merger,
Associated held 21,436,689 shares of Class B-Series 1 common stock and was
entitled, under the terms of Teligent's Certificate of Incorporation, to elect a
majority of Teligent's directors. In the merger, the Class B-Series 1 common
stock held by Associated was converted into a like number of shares of Class A
common stock and, by virtue of such conversion, under the terms of our
Certificate of Incorporation, Associated lost its right to elect a majority of
Teligent's directors.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission ("SEC"). In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Voting Stock subject to outstanding options, warrants and convertible
securities held by that person that are currently exercisable or exercisable
within 60 days after April 24, 2000 are deemed outstanding. These shares,
however, are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. As of April 24, 2000, there were 59,378,237
shares of Teligent Voting Stock outstanding.

11
<PAGE> 15

<TABLE>
<CAPTION>
CLASS A COMMON CLASS B COMMON STOCK(2)
STOCK(1) ---------------------------------------------------------
---------------------- SERIES B-2 SERIES B-3
SHARES PERCENT SHARES SHARES PERCENT PERCENTAGE OF
BENEFICIALLY OF BENEFICIALLY BENEFICIALLY OF TOTAL VOTING
BENEFICIAL OWNERS OWNED CLASS OWNED OWNED CLASS STOCK OUTSTANDING
----------------- ------------ ------- ------------ ------------ ------- -----------------
<S> <C> <C> <C> <C> <C> <C>
GREATER THAN 5 PERCENT BENEFICIAL OWNERS
Microsoft Corporation(3)......... 3,543,409 7.5% -- -- -- 5.2%
One Microsoft Way
Building 8/2126
Redmond, WA 98052
Hicks, Muse, Tate & Furst
Incorporated(3)................ 3,543,461 7.5% -- -- -- 5.2%
200 Crescent Court, Suite 16
Dallas, TX 75201
CURRENT DIRECTORS AND DIRECTOR
NOMINEES
Alex J. Mandl(4)................. 3,232,866 6.9% -- -- -- 4.7%
David J. Berkman (5)............. 200,000 * -- -- -- *
Thomas O. Hicks (6).............. 3,543,461 7.5% -- -- -- 5.2%
Gary S. Howard (7)............... -- -- -- -- -- --
Tetsuro Mikami (8)............... -- -- -- -- -- --
Dr. Rajendra Singh (9)........... 80,888 * 15,477,210 -- 72.8% 22.8%
Neera Singh (10)................. 80,888 * 15,477,210 -- 72.8% 22.8%
Carl Vogel....................... -- -- -- -- -- --
EXECUTIVE OFFICERS WHO ARE NOT
DIRECTORS
Kirby G. Pickle, Jr. (11)........ 521,660 1.1% -- -- -- *
Laurence E. Harris (12).......... 183,996 * -- -- -- *
Steven F. Bell (13).............. 121,776 * -- -- -- *
Abraham L. Morris (14)........... 120,664 * -- -- -- *
Cindy L. Tallent (15)............ 22,051 * -- -- -- *
Directors and executive officers
of Teligent as a group (13
persons) (16).................. 7,906,698 16.8% 15,477,210 -- 72.8% 34.3%
</TABLE>

- ---------------
(1) Includes the Series A preferred stock on an as-converted basis.

(2) Each share of Class B common stock is convertible at any time, at the
option of the registered holders thereof, into one fully paid and
nonassessable share of Class A common stock. Teligent has granted the
registered holders of the shares of Class B common stock rights to have its
shares of Class B common stock, which have been or are convertible into
shares of Class A common stock, registered under the Securities Act of
1933.

(3) Represents the number of shares of Class A common stock issuable upon
conversion of the Series A preferred stock held by such person or entity.

(4) Includes 3,004,866 shares of Class A common stock issuable upon exercise of
Mr. Mandl's stock options. Also includes 3,000 shares of Class A common
stock held by Mr. Mandl's wife.

(5) All 200,000 shares of Class A common stock reported are issuable upon
exercise of David J. Berkman's stock options.

(6) Includes 3,543,461 shares of Class A common stock issuable upon conversion
of 203,749 shares of Series A preferred stock acquired by various funds
controlled by Hicks, Muse (see Note 3 above). Mr. Hicks is the chief
executive officer of Hicks, Muse and sole member and manager of Fund IV
LLC, which is sole general partner of Hicks GP Partners, which is the sole
general partner of HM4/GP Partners, which is the sole general partner of
each of Equity L.P. and Private L.P. Equity L.P. is the sole member of
Qualified LLC, and Private L.P. is the sole member of Private LLC. Hicks GP
Partners is also the sole general partner of each of 4-SBS L.P. and 4-E.Q.
L.P. 4-SBS L.P. is the sole member of 4-SBS LLC, and 4-EQ L.P. is the sole
member of 4-EQ LLC. Mr. Hicks is also the sole member of Fund IV Cayman
LLC, which is the sole general partner of GP Cayman L.P., which is the sole
general

12
<PAGE> 16

partner of HM Equity C.V., which is the sole general partner of PG-IV C.V.
PG-IV C.V. is the sole member of PG-IV LLC. Mr. Hicks is also the sole
member of Bridge Partners LLC, which is the sole general partner of Bridge
Partners L.P., which is the sole member of Bridge LLC. Mr. Hicks expressly
disclaims beneficial ownership of these shares except to the extent of his
pecuniary interests in such shares.

(7) Does not include 21,436,689 shares of Class A common stock held of record
by Microwave Services, Inc., an entity controlled by Liberty AGI, Inc. Mr.
Howard is a director and an executive officer of both Microwave Services
and Liberty AGI, Inc. Mr. Howard expressly disclaims beneficial ownership
of any shares held by Microwave Services, Inc.

(8) Does not include 5,783,400 shares of Class B common stock reported as
beneficially owned by Nippon Telegraph and Telephone Corporation. As a
Director, Overseas Carrier Business Group, Global Business Division of
Nippon Telegraph and Telephone Corporation, Tetsuro Mikami may be deemed to
be the beneficial owner of the shares of Class B common stock beneficially
owned by Nippon Telegraph and Telephone Corporation.

(9) All 80,888 shares of Class A common stock reported are issuable upon
exercise of Dr. Singh's stock options. Also includes 15,477,210 shares of
Class B common stock reported as beneficially owned by Telcom Ventures,
L.L.C. All such Class B shares are held by Telcom-DTS Investors, L.L.C. Dr.
Singh (a) owns approximately 39.5% of the voting shares of Cherrywood
Holdings, Inc., and (b) is the spouse of Ms. Singh, a director of Teligent,
who owns or has the power to vote the remaining voting shares of Cherrywood
Holdings, Inc. Cherrywood Holdings, Inc. owns 75% of the voting securities
of Telcom Ventures, L.L.C., which is turn owns approximately 98% of the
voting securities of Telcom-DTS Investors, L.L.C. As the Chief Executive
Officer, a Director and, together with members of his family, the principal
owners of Telcom Ventures, L.L.C. Dr. Singh may be deemed to be the
beneficial owner of the shares of Class B common stock beneficially owned
by Telcom Ventures, L.L.C. Dr. Singh disclaims beneficial ownership in any
shares not owned by him.

(10) All 80,888 shares of Class A common stock reported are issuable upon
exercise of Dr. Singh's stock options referred to in Note 9 above. Also
includes 15,477,210 shares of Class B common stock reported as beneficially
owned by Telcom Ventures, L.L.C. All such Class B shares are held by
Telcom-DTS Investors, L.L.C. Ms. Singh (a) owns approximately 39.5% of the
voting shares of Cherrywood Holdings, Inc., (b) is a co-trustee of two
trusts owning an aggregate of approximately 21% of the voting shares of
Cherrywood Holdings, Inc. and (c) is the spouse of Dr. Singh, a director of
Teligent, who owns approximately 39.5% of the voting shares of Cherrywood
Holdings, Inc. Cherrywood Holdings, Inc. owns 75% of the voting securities
of Telcom Ventures, L.L.C., which is turn owns approximately 98% of the
voting securities of Telcom-DTS Investors, L.L.C. Together with members of
her family, as a principal owner of Telcom Ventures, L.L.C., Ms. Singh may
be deemed to be the beneficial owner of the shares of Class B common stock
beneficially owned by Telcom Ventures, L.L.C. Ms. Singh disclaims
beneficial ownership in any shares not owned by her.

(11) Includes 506,660 shares of Class A common stock issuable upon exercise of
Mr. Pickle's stock options.

(12) Includes 183,996 shares of Class A common stock issuable upon exercise of
Mr. Harris' stock options.

(13) Includes 121,776 shares of Class A common stock issuable upon exercise of
Mr. Bell's stock options.

(14) Includes 117,664 shares of Class A common stock issuable upon exercise of
Mr. Morris' stock options. As of February 24, 2000, Mr. Morris, was no
longer an officer of Teligent.

(15) Includes 17,355 shares of Class A common stock issuable upon exercise of
Ms. Tallent's stock options. Also includes 1,000 shares of Class A common
stock held by Ms. Tallent's husband. Ms. Tallent assumed the position of
Senior Vice President and acting Chief Financial Officer in February 2000.

(16) Includes shares held directly, as well as shares held jointly with family
members, shares held in retirement accounts, held in a fiduciary capacity,
held by certain of the group members' families, or held by trusts of which
the group member is a trustee or substantial beneficiary, with respect to
which shares the group member may be deemed to have sole or shared voting
and/or investment powers. Also includes 4,115,541 shares of Class A common
stock issuable upon exercise of stock options held by all

13
<PAGE> 17

directors and executive officers as a group and Class B common stock
reported as beneficially owned by Telcom Ventures, L.L.C. Does not include
the shares of Class B common stock reported as beneficially owned by Nippon
Telegraph and Telephone.

WHO ARE THE EXECUTIVE OFFICERS?

Alex J. Mandl, age 56, (see "PROPOSAL 1 -- ELECTION OF DIRECTORS" above).

Kirby G. Pickle, Jr., age 43, has served as President and Chief Operating
Officer since February 1997. Prior to joining Teligent, Mr. Pickle served as
Executive Vice President of MFS Communications Company, Inc. and President and
Chief Operating Officer of one of its subsidiaries, UUNET Technologies, Inc.
Earlier, as President and COO of MFS Intelenet, Inc., Mr. Pickle managed three
businesses that generated a majority of MFS' revenues. Prior to his service for
MFS, Mr. Pickle was a Vice President at US Sprint (now known as Sprint), a
regional sales manager for MCI Communications Corporation, Inc. and held various
management positions at AT&T.

Laurence E. Harris, age 64, has been Senior Vice President and General
Counsel since December 1996. Mr. Harris has been the Company's Secretary since
January 2000. Prior to joining the Company, Mr. Harris served as Senior Vice
President of Law and Public Policy for MCI Communications Corporation. Earlier,
Mr. Harris was President and Chief Operating Officer of Metromedia
Telecommunications, Inc. and CRICO Communications, a privately-held paging
company. Mr. Harris also served as chief of the FCC's Mass Media Bureau where he
was responsible for regulation and policy for cable, television and radio
broadcasting. Mr. Harris was also responsible for regulatory and antitrust
activities at MCI before serving at the FCC.

Steven F. Bell, age 50, assumed the position of Senior Vice President for
Human Resources in April 1997. Prior to joining Teligent, Mr. Bell served as
Vice President for Human Resources and Organization Development at COMSAT
Corporation where he was responsible for executive and staff recruitment and
development at the 4,000-employee satellite communications company. Earlier, Mr.
Bell was Vice President, Human Resources for the worldwide technologies division
of American Express Corporation.

Cindy L. Tallent, age 42, joined Teligent in September 1997, and assumed
the position of acting Chief Financial Officer in February 2000. Previously, Ms.
Tallent served as the Company's Senior Vice President and Controller. Before
joining Teligent, Ms. Tallent served as Senior Vice President of Finance for
Global TeleSystems Group, Inc., an independent operator and developer of
telecommunications service companies in Europe and Asia. Between 1992 and 1995,
Ms. Tallent was Vice President for Finance at GTE Spacenet Corp. Before joining
GTE Spacenet, Ms. Tallent held positions at The BDM Corporation and at Price
Waterhouse in Washington, DC.

MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS

HOW OFTEN DID THE BOARD OF DIRECTORS MEET DURING 1999?

For the year ended December 31, 1999, the Board of Directors met ten times.
During 1999, no incumbent director of Teligent attended fewer than 75% of the
aggregate of the total number of Board of Directors meetings and the total
number of meetings held by the committees of the Board of Directors on which
they served.

ARE THERE ANY BOARD COMMITTEES?

Teligent's Board of Directors has a standing Audit Committee and
Compensation Committee. The Audit Committee reviews the scope and approach of
the annual audit, the annual financial statements and the auditors' report
thereon and the auditors' comments relative to the adequacy of Teligent's system
of internal controls and accounting systems. The Audit Committee also recommends
to the Board of Directors the appointment of independent public accountants for
the following year. The Audit Committee met once in 1999. The members of the
Audit Committee are Directors Dr. Rajendra Singh (chairperson), David Berkman,
Tetsuro Mikami and Carl Vogel.
14
<PAGE> 18

The Compensation Committee reviews management compensation levels and
provides recommendations to the Board of Directors regarding salaries and other
compensation for Teligent's executive officers, including bonuses and incentive
programs. The Compensation Committee met once in 1999. The members of the
Compensation Committee are Directors Gary Howard (chairperson), Thomas Hicks,
Tetsuro Mikami and Neera Singh.

HOW ARE BOARD MEMBERS NOMINATED?

Shareholders may nominate directors to be elected to the Board of Directors
at any annual meeting of shareholders or any special meeting of shareholders
called for the purpose of electing directors. In order to make such a
nomination, the shareholder must (i) be a record holder of shares on the date
notice is given as provided for in Teligent's bylaws and on the record date for
the determination of shareholders entitled to vote at such meeting, (ii) be
entitled to vote for the election of such director(s) and (iii) comply with the
notice procedures set forth in Teligent's bylaws.

IS THERE A DUE DATE FOR SHAREHOLDER NOMINATIONS?

Notice of a shareholder's nomination(s) must be delivered to or mailed and
received by the Company's Secretary at its principal executive offices: (i) in
the case of an annual meeting, not less than 60 days nor more than 90 days prior
to the anniversary date of the immediately preceding annual meeting of
shareholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after the anniversary
date, notice by the shareholder in order to be timely must be so received not
later than the close of business on the 10th day following the day on which
notice of the date of the annual meeting is mailed or public disclosure of the
date of the annual meeting is made, whichever first occurs; and (ii) in the case
of a special meeting of shareholders called for the purpose of electing
directors, not later than the close of business on the 10th day following the
day on which notice of the date of the special meeting is mailed or public
disclosure of the date of the special meeting is made, whichever first occurs.
Shareholders may request a copy of Teligent's bylaws at no cost, by writing or
telephoning the Company.

COMPENSATION INFORMATION

HOW ARE DIRECTORS COMPENSATED?

Directors are not paid any fees for serving on Teligent's Board of
Directors or any of its committees. Directors are not reimbursed for their
out-of-pocket expenses incurred in connection with attendance at meetings of,
and other activities relating to serving on, the Board of Directors and any of
its committees. Teligent may consider adopting compensation arrangements for its
directors. See "-- Compensation Committee Interlocks and Insider Participation"
and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS" below.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation paid
or granted to Teligent's Chief Executive Officer and the four other highest paid
executive officers during 1999 (collectively, the "Executive Officers"). Each of
the Executive Officers received perquisites and other personal benefits in
addition to salary and bonus during the periods stated. Except as otherwise
indicated in the table, the aggregate amount of these perquisites and other
personal benefits, however, did not exceed the lesser of

15
<PAGE> 19

$50,000 or 10% of the total of their salary and bonus and, therefore, has been
omitted as permitted by the rules of the SEC.

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ---------------------
SECURITIES UNDERLYING ALL OTHER
SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
--------------------------- ---- -------- -------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Alex J. Mandl....................... 1999 $500,000 $600,000 -- $ 5,000(1)
Chairman of the Board and Chief 1998 500,000 500,000 -- 4,800
Executive Officer 1997 500,000 500,000 6,009,732(2) 3,988,270
Kirby G. Pickle, Jr................. 1999 $394,231 $350,000 -- $ 5,000(1)
President and Chief Operating 1998 350,000 275,000 -- 4,800
Officer 1997 329,808 250,000 1,011,101(2) 192,081
Laurence E. Harris.................. 1999 $303,269 $160,000 -- $ 5,000(1)
Senior Vice President, General 1998 287,692 150,000 -- 4,800
Counsel and Assistant Secretary 1997 275,000 150,000 606,661(2) 4,750
Abraham L. Morris(3)................ 1999 $301,538 $160,000 -- $ 275,873(4)
Senior Vice President, Chief 1998 271,914 150,000 -- 510,560
Financial Officer and Treasurer 1997 179,808 125,000 606,661(2) --
Steven F. Bell...................... 1999 $263,269 $150,000 -- $ 377,156(5)
Senior Vice President for Human 1998 246,154 120,000 -- 396,114
Resources 1997 164,423 100,000 404,440(2) 3,375
</TABLE>

- ---------------
(1) Represents Teligent's contribution to its 401(k) Savings Plan on behalf of
the Executive Officers.

(2) Consists of Company Appreciation Rights ("CARs") which were converted on
November 21, 1997 (the date of Teligent's initial public offering) to
options to purchase shares of Teligent's Class A common stock.

(3) Effective February 24, 2000, Mr. Morris is no longer an officer of the
Company.

(4) Consists of a $5,000 contribution by Teligent to its 401(k) Savings Plan on
behalf of Mr. Morris as well as loan forgiveness in the amount of $270,873.

(5) Consists of a $5,000 contribution by Teligent to its 401(k) Savings Plan on
behalf of Mr. Bell as well as loan forgiveness in the amount of $372,156.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

None of the Executive Officers were granted stock options or stock
appreciation rights ("SARs") by Teligent during 1999.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

The following table summarizes for each of the Executive Officers certain
information relating to stock options exercised by him during the fiscal year
ended December 31, 1999 and the value of any unexercised options at fiscal
year-end. Value realized upon exercise is the difference between the fair market
value of the underlying stock on the exercise date and the exercise or base
price of the option. The value of an unexercised, in-the-money option at fiscal
year-end is the difference between its exercise or base price and the fair
market value of the underlying stock on December 31, 1999, which was $61.75 per
share. These values, unlike the amounts set forth in the column "Value
Realized," have not been, and may never be, realized. These options have not
been, and may not ever be, exercised. Actual gains, if any, on exercise will
depend on the value of

16
<PAGE> 20

Teligent Class A common stock on the date of exercise. There can be no assurance
that these values will be realized. Unexercisable options are those that have
not yet vested.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE FY-END (#) FY-END ($)
EXERCISE REALIZED --------------------------- ----------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Alex J. Mandl........... -- -- 3,004,866 3,004,866 $174,237,155 $174,237,155
Kirby G. Pickle, Jr..... 100,000 $5,069,880 304,440 606,661 16,814,221 33,505,887
Laurence E. Harris...... 180,000 8,678,512 183,996 242,665 10,162,099 13,402,388
Abraham L. Morris....... -- -- 242,664 363,997 13,402,333 20,103,554
Steven F. Bell.......... 80,888 3,865,310 80,888 242,664 4,467,444 13,402,333
</TABLE>

EMPLOYMENT AGREEMENT

Mr. Mandl and Teligent entered into an employment agreement which took
effect September 1, 1996 and expires on September 1, 2002, unless further
extended pursuant to its terms. Under his employment agreement, Mr. Mandl is
entitled to a minimum salary of $500,000 per year, which after August 31, 1998
may be increased at the discretion of the Board of Directors. Mr. Mandl is also
entitled to an annual bonus of $500,000 through December 31, 1999. After
December 31, 1999, the amount of bonus paid to Mr. Mandl will be subject to the
Board of Directors' discretion. Commencing September 1, 1999, Mr. Mandl is
entitled to participate in all of Teligent's executive compensation plans,
excluding stock-based incentive plans. The employment agreement prohibits
disclosure by Mr. Mandl of any Company confidential information at any time. In
addition, while Mr. Mandl is employed by Teligent and for two years thereafter,
he is prohibited from engaging or significantly investing in competing business
activities and from soliciting any Company employee to be employed elsewhere.

In accordance with his employment agreement, Mr. Mandl received loans from
two of the holders of the Class B common stock totaling $15 million. These loans
were assigned to Teligent by the two holders of the Class B common stock in
November 1998. These loans are automatically forgiven (i) twenty percent after
the first year of employment and eighty percent after the fifth year of
employment, (ii) upon the termination of his employment by him for good reason
or by the Company without cause, or (iii) upon his death or disability. See
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Mandl Loans" below. Under his
employment agreement, Mr. Mandl will also receive a $5 million payment upon the
expiration of the fifth year of his employment. Under limited circumstances as
set forth in Mr. Mandl's employment agreement, the $5 million may be paid to him
earlier than the expiration of the fifth year of his employment. In addition,
the $5 million payment may be reduced as a result of early termination of his
employment. In the event of a "Change in Control" (as defined in the employment
agreement) of Teligent, the principal balance remaining on the loans to Mr.
Mandl will be forgiven and any portion of the $5 million payment still due to
Mr. Mandl will be paid to him.

Mr. Mandl's employment agreement provides that if either of the registered
holders of the Class B-Series 1 common stock (of which there are currently none
outstanding) or Class B-Series 2 common stock sells any of their stock in the
Company to a third party, such seller will be obligated to require the purchaser
of such interests to purchase, and may require Mr. Mandl to sell to such third
party, a proportionate percentage of the vested equity interest represented by
Mr. Mandl's CARs (which have been converted into options to purchase Class A
common stock) valued as of the date of such purchase, at the same price paid by
the third party for the interests of such seller. His employment agreement also
provides for a right of first refusal on the part of the registered holders of
the Class B-Series 1 common stock (of which there are currently none
outstanding) and Class B-Series 2 common stock with respect to the disposition
by Mr. Mandl of any portion of his equity interest in Teligent. In the event of
a "Change in Control" (as defined in the employment agreement) of the Company,
all options held by Mr. Mandl will vest immediately.

Teligent may terminate Mr. Mandl's employment agreement (i) without cause
by giving 30 days' notice or (ii) for cause upon the Board of Directors'
confirmation that Mr. Mandl has failed to cure the grounds for

17
<PAGE> 21

termination within ten days after notice thereof. Mr. Mandl may terminate his
employment agreement with Teligent (a) without good reason by giving 120 days'
notice or (b) for good reason upon Teligent's failure to cure the grounds for
termination within 20 days after notice thereof.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is composed entirely of non-employee directors
and is responsible for developing and making recommendations to the Board of
Directors with respect to Teligent's executive compensation policies and
practices. In addition, the Compensation Committee determines the compensation
to be paid to the Chief Executive Officer and each of the other Executive
Officers.

COMPENSATION PHILOSOPHY

The philosophy of the Company's compensation program is, generally, to
provide a performance-based executive compensation program that rewards
executives whose efforts enable Teligent to achieve its business objectives and
enhance shareholder value. Specifically, Teligent's executive compensation
program has been designed to provide an overall level of compensation
opportunity that is competitive within the telecommunications industry, as well
as with a broader group of high technology companies that share the complexity
of achieving aggressive growth targets in a competitive marketplace. The
Compensation Committee uses its discretion to set individual executive
compensation levels warranted in its judgment by market practice, Company
performance and individual performance thereby enabling Teligent to attract,
motivate, reward and retain individuals who possess the skills, experience and
talents necessary to advance Teligent's growth and financial performance.

The compensation of the Company's executive officers, including the
Executive Officers, is comprised of three elements: base salary, annual cash
bonus and stock options.

Base Salary. Base salary is the primary mechanism used to compensate
executives for their management responsibilities. Base salaries are determined
by evaluating the responsibilities of the position, the experience and knowledge
of the individual, the contribution of the individual to the Company's
achievements during the prior year and the competitive marketplace for executive
talent. The Chief Executive Officer recommends annual salary adjustments for
executive officers after consideration of these factors. The Chief Executive
Officer's recommendations are considered by the Compensation Committee in
determining executive officers' annual salary levels.

Annual Bonus. The annual bonuses paid to Teligent's executive officers are
dependent upon individual and overall company performance. At the beginning of
the year, the Compensation Committee approves specific performance measures and
goals based upon the business plan for that year. At the conclusion of the year,
the Compensation Committee compares actual achievements against these goals. The
1999 bonus amounts shown in the "Summary Compensation Table" above reflect the
tremendous accomplishments the Company made during 1999. These accomplishments
include completing the launch of commercial service in 40 major U.S. markets;
setting the stage for major international expansion, leading to recent
announcements of partnerships in Germany, France, Spain, Hong Kong and
Argentina; providing broadband access and services -- both data and voice -- to
more than 15,000 customers throughout the United States; signing more than 7,500
building leases and options to allow access to buildings; installing "last mile"
broadband network equipment in more than 3,000 buildings; and securing new
capital totaling $500 million from an investor group lead by Microsoft
Corporation and the private equity firm Hicks, Muse.

Stock Options. Stock options provide an incentive for retention of
executive talent and the creation of shareholder value in the long-term since
their full benefits cannot be realized unless the price of Teligent's stock
appreciates over a specified number of years and the executive continues to
perform services for Teligent. The Compensation Committee believes that stock
options serve as an important component of compensation by closely aligning
management's interests and actions with those of Teligent's shareholders. During
1999, none of the Executive Officers were granted any new stock options,
although each continues to hold a significant number of stock options granted at
the time of their employment.

18
<PAGE> 22

COMPENSATION OF THE EXECUTIVE OFFICERS

The Compensation Committee has reviewed the compensation of the Company's
Executive Officers and has concluded that their 1999 compensation was reasonable
in view of the Company's performance and the contribution of those officers to
that performance.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Pursuant to his employment agreement, Mr. Mandl was paid a base salary of
$500,000 and received an annual bonus of $600,000 for services rendered in 1999.
Mr. Mandl was not granted any new stock options in 1999 although he continues to
hold a significant number of stock options granted at the time of employment.
Mr. Mandl's total compensation package reflects successes and milestones that
were achieved during 1999 under his leadership.

162(m) OF THE INTERNAL REVENUE CODE

In adopting and administering executive compensation plans and
arrangements, the Compensation Committee will consider whether the deductibility
of such compensation will be limited under section 162(m) of the Internal
Revenue Code, as amended, and, in appropriate cases, may serve to structure
arrangements so that any such limitation will not apply.

Submitted by the Compensation
Committee,

Gary Howard (Chairperson)
Thomas Hicks
Tersuro Mikami
Neera Singh

19
<PAGE> 23

STOCK PERFORMANCE GRAPH

The line graph below compares the cumulative total shareholder return on
Teligent's Class A common stock to the cumulative total return of the S&P Midcap
400 Index and a custom peer index (the "Peer Index") for the period November 21,
1997 (the date of Teligent's initial public offering) through December 31, 1999.
The graph assumes an initial investment of $100 at November 21, 1997 and
reinvestment of all dividends.
[PERFORMANCE GRAPH TELIGENT]

<TABLE>
<CAPTION>
TELIGENT, INC. S&P MIDCAP 400 INDEX PEER INDEX(1)
-------------- -------------------- -------------
<S> <C> <C> <C>
11/21/97 100.00 100.00 100.00
12/31/97 96.10 103.20 99.32
12/31/98 112.20 122.92 97.24
12/31/99 240.98 141.02 281.62
</TABLE>

(1) The Peer Index consists of corporations (other than Teligent) who (a) are
U.S. based and whose operations are principally within the U.S., (b) are
classified, along with Teligent, by industry analysts as Competitive Local
Exchange Carriers (CLECs), and (c) were publicly traded throughout the
period November 21, 1997 to December 31, 1999. Specifically, the Peer Group
consists of the following corporations: Advanced Radio Telecom Corporation,
e.spire Communications, Inc., Electric Lightwave, Inc., GST
Telecommunications, Inc., ICG Communications, Inc., Intermedia
Communications, Inc., ITC Deltacom, Inc., McLeodUSA Incorporated, Nextlink
Communications, Inc., RCN Corporation and Winstar Communications, Inc.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Teligent's Compensation Committee members are Directors Gary Howard
(chairperson), Thomas Hicks, Tetsuro Mikami and Neera Singh. During 1999, Myles
Berkman and Dr. Rajendra Singh also served as members of Teligent's Compensation
Committee.

Telcom Ventures, L.L.C. Ms. Neera Singh and Dr. Rajendra Singh are
directors of Teligent. Ms. Singh is a nominee to be elected by the holders of
Common Stock and Series A preferred stock and Dr. Singh is nominee to be elected
by the Class B-Series 2 common stock holder for election to the Board of
Directors at this year's annual meeting. Through an affiliate, Telcom-DTS
Investors, L.L.C., Telcom Ventures is the beneficial owner of 100% of the Class
B-Series 2 common stock, representing 72.8% of Teligent's Class B common stock,
and has the right to elect one director to Teligent's Board of Directors,
provided it maintains certain Class B-Series 2 common stock threshold ownership
levels. Dr. Singh serves as Chairman of the Board and Chief Executive Officer of
Telcom Ventures and Ms. Singh is a member of the Members Committee of Telcom
Ventures.

20
<PAGE> 24

On April 11, 2000, a subsidiary of Teligent entered into a definitive
agreement with a subsidiary of Telcom Ventures pursuant to which the parties
formed a joint venture to build advanced, fixed wireless communications networks
in Argentina using radio spectrum in the 24-25 GHz band held by affiliates of
Telcom Ventures. Each party owns 50% of joint venture.

Nippon Telegraph and Telephone Corporation. Mr. Mikami is a director of
Teligent and the Class B-Series 3 common stock nominee for election to the Board
of Directors at this year's annual meeting. Mr. Mikami is the Vice President, IP
Business Development, Global Business Division of NTT Communications
Corporation. Through a wholly owned subsidiary, NTTA&T Investment, Inc., NTT is
the beneficial owner of 27.2% of Teligent's Class B common stock and has the
right to elect one director to Teligent's Board of Directors, provided it
maintains certain Class B-Series 3 common stock threshold ownership levels.

Teligent was formerly party to an agreement with NTT America, Inc. ("NTT
America"), a wholly owned subsidiary of NTT, whereby NTT America provided
certain technical services to Teligent relating to network design and
implementation. The agreement was terminated on December 1, 1999. Under the
agreement, Teligent paid NTT America a fee in the amount of $3,667,000 for the
fiscal year 1999.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mandl Loans. On September 1, 1996, a subsidiary of Associated Group, a
former Company shareholder, and an affiliate of Telcom Ventures, the holder of
the Class B-Series 2 common stock, made loans to Mr. Mandl in the aggregate
principal amount of $15 million. In November 1998, these loans were assigned to
Teligent. The interest rate on such loans is 6.53% per year. Principal and
interest accrued on the loans will become due and payable on September 3, 2001.
Pursuant to his employment agreement, on September 1, 1997, the first
anniversary of Mr. Mandl's employment with Teligent, twenty percent of the
principal and all underlying accrued interest was forgiven. The remaining eighty
percent of principal and any underlying accrued interest will be forgiven on the
fifth anniversary of his employment with Teligent. If Mr. Mandl's employment
with Teligent is terminated prior to September 1, 2001, by Teligent other than
for cause or by Mr. Mandl for good reason or by reason of his death or
disability, the outstanding principal balance and accrued interest thereon will
be forgiven. If Mr. Mandl's employment with Teligent is terminated prior to
September 1, 2001 for any other reason, the outstanding principal balance and
interest accrued thereon will become immediately due and payable.

Other Executive Officer Loans. Messrs. Pickle, Morris and Bell received
loans each in the aggregate principal amounts of $1,000,000. Such loans bear
interest at annual interest rates of 5.73%, 5.76% and 5.83%, respectively. The
principal amount and accrued interest on such loans will become due and payable
generally on February 1, 2000, April 10, 2000 and April 7, 2000, respectively.
Each of the loans provides for the forgiveness of the principal balance and
interest accrued thereon; generally, these provisions become applicable either
incrementally during the term of the loan or as of its maturity date (in any
case, subject to the executive's continued employment with Teligent as of such
date) or, among other things, in the event the executive's employment is
terminated under certain circumstances. In 1998, under the terms of the loans,
the Company forgave $505,760 of the balance due on Mr. Morris' loan and $391,314
of the balance due on Mr. Bell's loan. In 1999, under the terms of the loans,
the Company forgave $270,873 of the balance due on Mr. Morris' loan and $372,156
of the balance due on Mr. Bell's loan. In addition, each of the loans provides
that the remaining principal balance and interest accrued thereon will become
immediately due and payable in the event the executive's employment with
Teligent is terminated for cause or, generally, by the executive other than by
reason of death or disability. Mr. Harris received a loan in the aggregate
principal amount of $600,000, bearing interest at an annual rate of 6.54%. Mr.
Harris' loan is forgivable only if he is terminated other than for cause;
otherwise, his loan is due and payable to Teligent on June 8, 2000. Mr. Harris
also received an advance of $250,000 in January 1997, which amount will be
deducted from any proceeds paid to him in connection with the exercise of his
options to purchase Teligent Class A common stock.

21
<PAGE> 25

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Teligent's
directors and executive officers, and persons who beneficially own more than 10
percent of a registered class of Teligent's equity securities, to file with the
SEC and The Nasdaq Stock Market initial reports of ownership and reports of
changes in ownership of Teligent's Class A common stock and other equity
securities of Teligent by the tenth of the month following a change. Officers,
directors and greater than 10 percent shareholders are required by SEC
regulations to furnish Teligent with copies of all Section 16(a) forms they
file.

To Teligent's knowledge, based solely on a review of the copies of such
reports furnished to Teligent and written representations that no other reports
were required during the year ended December 31, 1999, the following Section
16(a) filings were late: (a) Mr. Goldstein, a former director, filed a Form 3
late, (b) Ms. Singh, a present director and beneficial owner of at least 10% of
a class of our equity securities, filed a Form 3 late and (c) Dr. Singh, a
present director and beneficial owner of at least 10% of a class of our equity
securities, filed a Form 4 amendment late. Otherwise, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10 percent
beneficial owners were complied with.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES TO BE ELECTED BY HOLDERS OF COMMON STOCK AND SERIES A PREFERRED
STOCK AS DIRECTORS OF TELIGENT.

PROPOSAL II -- APPROVAL OF AN AMENDMENT TO THE 1997 STOCK INCENTIVE PLAN

At the annual meeting, shareholders will be asked to approve an amendment
to the Teligent, Inc. 1997 Stock Incentive Plan to increase the number of shares
of Class A common stock reserved for issuance under the plan by 5,000,000 shares
to a total of 23,729,125 . The Board of Directors has adopted the amendment,
subject to shareholder approval.

If this Proposal II is approved, the first sentence of Section 5 of the
Teligent, Inc. 1997 Stock Incentive Plan, as amended and restated, would be
amended to read as follows:

"The maximum number of shares of Stock authorized and reserved for issuance
pursuant to the Plan shall be 23,729,125."

WHAT ARE THE PURPOSES OF THE 1997 STOCK INCENTIVE PLAN AND WHY IS IT BEING
AMENDED?

Teligent believes that long term equity compensation in the form of stock
options is critical in order to attract qualified personnel to Teligent and to
retain and provide incentive to current personnel, particularly in light of the
increasingly competitive environment for talented personnel. As of April 24,
2000, options to purchase 14,601,322 shares were outstanding under the 1997
Stock Incentive Plan, 2,480,187 shares had been issued pursuant to the exercise
of options granted under such plan and 1,647,616 shares remained available for
future grants. The Board of Directors believes that the number of shares
currently available under the 1997 Stock Incentive Plan will be insufficient in
light of the anticipated continued growth in Teligent's operations, including
anticipated increases in the number of employees. For this reason, the Board of
Directors has determined that it is in the best interests of Teligent to
increase the number of shares available for issuance under the 1997 Stock
Incentive Plan by 5,000,000 shares.

WHAT ARE THE MAIN FEATURES OF THE 1997 STOCK INCENTIVE PLAN?

The following description of the main features of the 1997 Stock Incentive
Plan, as amended and restated, is qualified in its entirety by reference to the
full text of the 1997 Stock Incentive Plan, as amended and restated, which was
filed as exhibit 4.4 to the Company's Registration Statement on Form S-8 that
was filed with the SEC on December 21, 1999.

As of April 24, 2000, there were 18,729,125 shares of Class A common stock
reserved for issuance under the 1997 Stock Incentive Plan, including 12,480,778
shares issuable upon exercise of CARs that were converted to options at the time
of Teligent's initial public offering ("Converted Options"). Shares issued
pursuant to the exercise or vesting of awards granted under the 1997 Stock
Incentive Plan may be new shares

22
<PAGE> 26

or treasury shares of Class A common stock. The 1997 Stock Incentive Plan
provides that no participant can receive awards thereunder (excluding Converted
Options) that relate to shares of Class A common stock which in the aggregate
exceed 20% of the total number of shares of Class A common stock authorized for
issuance under the 1997 Stock Incentive Plan.

The 1997 Stock Incentive Plan provides that the Board of Directors may
amend, suspend or terminate the 1997 Stock Incentive Plan at any time; provided,
however, that no amendment that requires shareholder approval under applicable
law in order for the 1997 Stock Incentive Plan to comply with Section 422 or
162(m) of the Internal Revenue Code of 1986 (the "Code"), or in order for the
plan to continue to comply with the rules and regulations of any exchange or
other trading market on which the shares of Class A common stock are traded,
will be effective unless the same is approved by the requisite vote of
Teligent's shareholders.

The 1997 Stock Incentive Plan provides that it will be administered by the
Board of Directors; provided that the Board of Directors may establish one or
more committees which may, to the extent set forth in the resolutions
establishing such committee or committees, be authorized to grant awards under
the 1997 Stock Incentive Plan to, and administer such awards with respect to,
those participants who are subject to Section 16 of the Securities Exchange Act
of 1934 with respect to Teligent ("Section 16 Participants") or who are
executive officers of Teligent. Any such committee that is authorized to grant
awards to Section 16 Participants (a "Section 16 Committee") will, to the extent
necessary to comply with Rule 16b-3 promulgated under the Exchange Act, be
comprised of two or more "non-employee directors" within the meaning of such
Rule, and any such committee that is authorized to grant awards to executive
officers of Teligent (which may or may not be the same committee as the Section
16 Committee) will, to the extent necessary to comply with Section 162(m) of the
Code, be comprised of two or more "outside directors" within the meaning of such
Section. In the case of grants of awards to participants who are neither Section
16 Participants nor executive officers of Teligent, Teligent's Board of
Directors in its discretion may delegate to a committee or to members of
Teligent's management the authority, subject to such guidelines as Teligent's
Board of Directors may approve from time to time and to ratification by
Teligent's Board of Directors, to make grants of awards to, and administer such
awards with respect to, such participants. The Board of Directors will have the
authority, in its sole discretion, subject to and not inconsistent with the
express provisions of the Plan, to exercise all the powers and authority either
specifically granted to it under the Plan or necessary or advisable in
connection with the administration of the Plan. At present, the Compensation
Committee administers the 1997 Stock Incentive Plan. Teligent's current
Compensation Committee members are Directors Gary Howard (Chairperson), Thomas
Hicks, Tetsuro Mikami and Neera Singh.

The 1997 Stock Incentive Plan provides for the granting of options intended
to be "incentive stock options" within the meaning of Section 422 of the Code
("ISOs") and options which do not qualify as ISOs (collectively, "Options").
SARs may be granted under the 1997 Stock Incentive Plan, either independently of
an Option or in tandem with an Option other than a Converted Option. The 1997
Stock Incentive Plan also provides for the grant of restricted stock awards,
which may be subject to such restrictions as the Compensation Committee in its
sole discretion may deem appropriate; such restrictions may include (without
limitation) achievement of certain performance goals relating to Teligent's
return on assets, return on equity or earnings per share.

Upon the exercise of any Option, the purchase price must be fully paid.
Such purchase price may be paid in cash (including without limitation cash
borrowed from Teligent), by delivery of Class A common stock equal in market
value to the exercise price, a combination thereof or, in the sole discretion of
the Compensation Committee, through a cashless exercise procedure. The 1997
Stock Incentive Plan provides that Teligent has the right to require a
participant to satisfy the tax withholding requirements arising with respect to
awards granted thereunder. Such obligation may be satisfied by a cash payment,
by authorizing Teligent to withhold from the shares of Class A common stock or
cash otherwise payable a number of shares or cash, as applicable, equal to such
obligation, or delivery of Class A common stock equal in market value to such
obligation.

23
<PAGE> 27

In the event of a "Change in Control" of Teligent (as defined in the 1997
Stock Incentive Plan), all Options under the 1997 Stock Incentive Plan will
become immediately exercisable in full and all restrictions with respect to
restricted stock awards will lapse.

WHAT IS THE VALUE OF THE BENEFITS THAT DIRECTORS, EXECUTIVE OFFICERS AND
EMPLOYEES CAN OBTAIN UNDER THE 1997 STOCK INCENTIVE PLAN?

Teligent cannot currently determine the number of shares of Class A common
stock subject to options that may be granted in the future to executive
officers, directors, employees and consultants under the 1997 Stock Incentive
Plan. From the start of the fiscal year that ended December 31, 1999 through the
date hereof, no stock options were granted to the current directors or Executive
Officers. From the start of the fiscal year that ended December 31, 1999 through
the date hereof, a total of 2,888,300 stock options were granted to all of
Teligent's employees and consultants (including all current officers who are not
executive officers) under the 1997 Stock Incentive Plan.

WHAT ARE THE FEDERAL TAX CONSEQUENCES OF THE 1997 STOCK INCENTIVE PLAN?

Options granted under the 1997 Stock Incentive Plan may be either
"incentive stock options" as defined in Section 422 of the Code, or nonstatutory
stock options.

If an option granted under the 1997 Stock Incentive Plan is an incentive
stock option, under Federal tax laws the optionee will recognize no income upon
grant of the incentive stock option and incur no tax liability due to the
exercise unless the optionee is subject to the alternative minimum tax. Teligent
will not be allowed a deduction for Federal income tax purposes as a result of
the exercise of an incentive stock option regardless of the applicability of the
alternative minimum tax. Upon the sale or exchange of the shares at least two
years after grant of the incentive stock option and one year after receipt of
the shares by the optionee, any gain will be treated as long-term capital gain
under federal tax laws. If these holding periods are not satisfied, the optionee
will recognize ordinary income under Federal tax laws equal to the difference
between the exercise price and the lower of the fair market value of the stock
at the date of the option exercise or the sales price of the stock. Teligent
will be entitled to a deduction in the same amount as the ordinary income
recognized by the optionee. Any gain recognized on such a premature disposition
of the shares in excess of the amount treated as ordinary income will be
characterized under Federal tax laws as long-term capital gain if the sale
occurs more than one year after exercise of the option or as short-term capital
gain if the sale is made earlier. The current federal tax rate on long-term
capital is gain capped at 20 percent for shares held more than one year.

All other options which do not qualify as incentive stock options are
referred to as nonstatutory stock options. An optionee will not recognize any
taxable income under Federal tax laws at the time he or she is granted a
nonstatutory stock option. However, upon its exercise, the optionee will
recognize ordinary income for Federal tax law purposes measured by the excess of
the then fair market value of the shares over the exercise price. In certain
circumstances, where the shares are subject to a substantial risk of forfeiture
when acquired or where the optionee is an officer, director or ten percent
shareholder of Teligent, the date of taxation under Federal tax laws may be
deferred unless the optionee files a timely election with the Internal Revenue
Service under section 83(b) of the Code. The income recognized by an optionee
who is also an employee of Teligent by payment in cash or out of the current
earnings paid to the optionee, any difference between the sale price and the
optionee's tax basis (exercise price plus the income recognized upon exercise)
will be treated under Federal tax laws as capital gain or loss, and will be
qualify for long-term capital gain or loss treatment if the shares have been
held for more than one year.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE 1997 STOCK INCENTIVE PLAN.

24
<PAGE> 28

PROPOSAL III -- APPROVAL OF AN AMENDMENT TO CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK

At the annual meeting, all shareholders and Class A common shareholders,
voting as a separate class, will be asked to approve an amendment to Teligent's
Certificate of Incorporation to increase the number of authorized shares of
Class A common stock from 200,000,000 to 500,000,000. The Board of Directors has
adopted the amendment, subject to shareholder approval. All shareholders will
also be asked, under Proposal V, to approve an amendment to Teligent's
Certificate of Incorporation to eliminate the Class B-Series 1 common stock, and
to increase the number of authorized shares of Class B-Series 2 common stock
from 25,000,000 (of which 1,729,000 shares have been converted into Class A
common stock as of April 24, 2000 and may not be reissued) to 50,000,000 and
Class B-Series 3 common stock from 10,000,000 to 20,000,000, as set forth in
more detail under Proposal V.

If this Proposal III and Proposal IV are approved, Article Fourth of the
Certificate of Incorporation would be amended to read as follows:

"The total number of shares of stock which the Corporation shall have
authority to issue is five hundred and eighty (580,000,000) shares of capital
stock, consisting of (i) ten million (10,000,000) shares of preferred stock,
each having a par value of one penny ($.01) ("Preferred Stock"), (ii) five
hundred million (500,000,000) shares of Class A common stock, each having a par
value of one penny ($.01) ("Class A Common Stock"), and (iii) seventy million
(70,000,000) shares of Class B common stock, each having a par value of one
penny ($.01) ("Class B Common Stock" and, collectively with Class A Common
Stock, "Common Stock"). The Class B Common Stock shall consist of two series:
fifty million (50,000,000) shares of Class B Common Stock shall be designated
Series 2 ("Class B-Series 2 Common Stock") and twenty million (20,000,000)
shares of Class B Common Stock shall be designated Series 3 ("Class B-Series 3
Common Stock")."

Approval of this Proposal III is not contingent on approval of Proposal IV.

HOW MANY SHARES OF CLASS A COMMON STOCK ARE CURRENTLY OUTSTANDING OR RESERVED
FOR ISSUANCE?

As of April 24, 2000, 38,117,627 shares of Class A common stock were issued
and outstanding. Approximately 19.0 million additional shares of Class A common
stock are reserved for issuance under Teligent's compensation and benefit plans
and approximately 30.1 million shares of Class A common stock are reserved for
issuance upon conversion of Teligent's outstanding Class B common stock, Series
A preferred stock and the dividends to be paid on the Series A preferred stock.

WHAT IS THE PURPOSE OF THE AMENDMENT?

The proposed amendment will authorize sufficient additional shares of Class
A common stock to provide Teligent the flexibility to issue shares as may be
necessary in order for Teligent to complete acquisitions or other corporate
transactions, including stock dividends and splits, whether currently
contemplated or authorized by the Board of Directors in the future, and to issue
shares in connection with Teligent's stock option and stock purchase plans.
Having such shares available for issuance in the future would give Teligent the
ability to accomplish its business and financial objectives in the future
without the necessity of delaying such activities for further shareholder
approval, except as may be required in particular cases by Teligent's charter
documents, applicable law or the rules of any stock exchange or other system on
which Teligent's securities may then be listed.

WILL THE AMENDMENT HAVE ANY EFFECT ON MY RIGHTS AS A SHAREHOLDER?

Although the increase in authorized shares would not, in itself, have any
effect on your rights as a shareholder, issuance of additional shares of Class A
common stock for other than a stock split or dividend could, under certain
circumstances, have a dilutive effect on voting rights, earnings per share and
book value per share of existing shareholders. The holders of Class A common
stock do not presently have preemptive rights to subscribe for additional shares
of Class A Common Stock proposed to be authorized.

25
<PAGE> 29

While the issuance of shares in certain instances may have the effect of
forestalling a hostile takeover, the Board of Directors does not intend or view
the increase in authorized Class A common stock as an anti-takeover measure, nor
is Teligent aware of any proposed or contemplated transaction of this type.

WHEN MAY THE NEW AUTHORIZED SHARES BE ISSUED?

The authorized shares of Class A common stock in excess of those presently
issued will be available for issuance at such times and for such purposes as the
Board of Directors may deem advisable without obtaining the approval of
shareholders, except as may be required by the Certificate of Incorporation and
applicable laws and regulations.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF CLASS A COMMON STOCK.

PROPOSAL IV -- APPROVAL OF AN AMENDMENT TO CERTIFICATE OF INCORPORATION TO
ELIMINATE THE CLASS B-SERIES 1 COMMON STOCK AND INCREASE NUMBER OF AUTHORIZED
SHARES OF CLASS B-SERIES 2 AND CLASS B-SERIES 3 COMMON STOCK

At the annual meeting, all shareholders and Class B common shareholders,
voting as a separate class, will be asked to approve an amendment to Teligent's
Certificate of Incorporation to eliminate the Class B-Series 1 common stock, and
to increase the number of authorized shares of Class B-Series 2 common stock
from 25,000,000 to 50,000,000 and Class B-Series 3 common stock from 10,000,000
to 20,000,000. The originally authorized Class B Common Stock consisted of
30,000,000 shares of Class B-Series 1 common stock, 25,000,000 shares of Class
B-Series 2 common stock and 10,000,000 shares of Class B-Series 3 common stock.
The Associated Group, Inc., the former holder of the Class B-Series 1 common
stock, was acquired by Liberty Media on January 14, 2000. Upon Liberty Media's
acquisition of The Associated Group all of the outstanding shares of Class
B-Series 1 common stock were automatically converted to Class A common stock. As
a result, there are no shares of Class B-Series 1 common stock outstanding. In
addition, as of April 24, 2000, 1,729,000 shares of the Class B-Series 2 common
stock have been converted into shares of Class A common stock. In accordance,
with Teligent's Certificate of Incorporation, once Class B common stock is
converted to Class A common stock, it is cancelled and may not be reissued.

If this Proposal IV and Proposal III are approved, Article Fourth of the
Certificate of Incorporation would be amended to read as follows:

In addition, if this Proposal IV is approved, all references in our
Certificate of Incorporation to the Class B-Series 1 common stock would be
removed.

Approval of this Proposal IV is not contingent on approval of Proposal III.

HOW MANY SHARES OF CLASS B COMMON STOCK ARE CURRENTLY OUTSTANDING OR RESERVE FOR
ISSUANCE?

As of April 24, 2000, 21,260,610 shares of Class B common stock were issued
and outstanding, consisting of 15,477,210 shares of Class B-Series 2 common
stock and 5,783,400 shares of Class B-Series 3 common stock. No other shares of
Class B common stock are currently reserved for issuance.

26
<PAGE> 30

WHAT IS THE PURPOSE OF THE AMENDMENT?

Under the terms of the Company's Certificate of Incorporation, if the
Company splits or subdivides the outstanding shares of any class of its Common
Stock, the outstanding shares of all other classes of Common Stock shall be
split or subdivided in the same manner. The additional shares authorized by the
proposed amendment would be issued by Teligent only in connection with such
stock dividends and splits. The Board of Directors of Teligent approved a
two-for-one split, in the form of a 100% stock dividend, of our Common Stock on
March 17, 2000, subject to shareholder approval of this Proposal IV. No record
date or payment date with respect to the stock split has been set by the Board.

WILL THE AMENDMENT HAVE ANY EFFECT ON MY RIGHTS AS A SHAREHOLDER?

Although the increase in authorized shares would not, in itself, have any
effect on your rights as a shareholder, issuance of additional shares of Class B
common stock for other than a stock split or dividend could, under certain
circumstances, have a dilutive effect on voting rights, earnings per share and
book value per share of existing shareholders. The holders of Class B common
stock do not presently have preemptive rights to subscribe for additional shares
of Class B common stock proposed to be authorized.

While the issuance of shares in certain instances may have the effect of
forestalling a hostile takeover, the Board of Directors does not intend or view
the increase in authorized Class B common stock as an anti-takeover measure, nor
is Teligent aware of any proposed or contemplated transaction of this type.

WHEN MAY THE NEW AUTHORIZED SHARES BE ISSUED?

The authorized shares of Class B common stock in excess of those presently
issued will be available for issuance at such times and for such purposes as the
Board of Directors may deem advisable without obtaining the approval of
shareholders, except as may be required by the Certificate of Incorporation and
applicable laws and regulations. Except for the proposed stock split described
above, the Board of Directors does not have any current plans to issue any of
the additional shares of Class B common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASS
B-SERIES 1 COMMON STOCK AND INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS
B-SERIES 2 AND CLASS B-SERIES 3 COMMON STOCK.

PROPOSAL V -- APPROVAL OF THE SALE BY A SUBSIDIARY OF TELIGENT OF TELIGENT CLASS
A COMMON STOCK TO A SUBSIDIARY OF ICG COMMUNICATIONS, INC.

WHAT ARE THE TERMS OF THE TRANSACTION?

On February 28, 2000, subsidiaries of Teligent and ICG Communications,
Inc., a fiber-based communications company, entered into a share exchange
agreement. Pursuant to the share exchange agreement, a subsidiary of Teligent
will sell one million shares of Teligent Class A common stock to a subsidiary of
ICG in exchange for approximately 2,996,076 shares of ICG stock.

Teligent and ICG have agreed to grant each other registration rights with
respect to the shares acquired by the other party in the transaction pursuant to
registration rights agreements entered into by each of them. Additionally,
Teligent and ICG have entered into a memorandum of understanding agreeing to
negotiate in good faith an operating agreement that management believes would
enable us to explore opportunities to leverage many of ICG's backbone facilities
and other assets.

The number of Teligent shares to be sold and the number of ICG shares to be
received in exchange therefor were fixed at the time the share exchange
agreement was signed based upon the average closing prices of Teligent and ICG
shares, respectively, over the ten trading days prior to that date. The stock
prices of both Teligent and ICG have been volatile and may continue to fluctuate
and, accordingly, the actual and relative values of the stock to be sold and
received in the transaction will also fluctuate over time until the transaction
closes. At that time, the ICG stock received by Teligent's subsidiary may have a
public market value which is

27
<PAGE> 31

less than its value today or less than that of the Teligent stock to be sold to
ICG's subsidiary. The Teligent Class A common stock and ICG common stock trade
on NASDAQ under the symbols "TGNT" and "ICGX."

The share exchange agreement and the registration rights agreements contain
customary representations, warranties and covenants of Teligent and ICG and
their subsidiaries which are party to the transaction. Additionally, the
transaction is subject to certain customary conditions precedent, including
accuracy of representations and warranties, compliance with covenants, obtaining
of all necessary approvals (including the approval of Teligent shareholders) and
no injunctions or other order which would prohibit the transaction. Even if the
requisite number of shareholders vote for to approve the sale of Teligent stock
to the subsidiary of ICG, there is no assurance that the transaction will close.

WHY IS THE SALE OF TELIGENT STOCK TO ICG'S SUBSIDIARY BEING SUBMITTED FOR
SHAREHOLDER APPROVAL?

In connection with the foregoing transaction, Liberty Media Corporation and
affiliates of Hicks, Muse, Tate & Furst agreed to make an equity investment in
ICG. Upon reaching such agreement, Liberty Media became an affiliate of ICG for
purposes of Section 203 under the Delaware General Corporation Law. Liberty
Media is an "interested stockholder" of Teligent for purposes of Section 203 by
virtue of the size of its equity interest in Teligent. As a result, the sale of
Teligent stock to a subsidiary of ICG requires the approval of Teligent's Board
of Directors as well as the affirmative vote of at least 66 2/3% of the
outstanding voting stock of Teligent which is not owned by Liberty Media and its
affiliates. Teligent's Board of Directors has already approved the sale.

INFORMATION ABOUT ICG COMMUNICATIONS, INC.

ICG is a facilities-based communications provider and, based on revenue and
customer lines in service, one of the largest non-incumbent competitive
communications companies in the United States. ICG primarily offers voice and
data services directly to business customers and offers network facilities and
data management to Internet service provider (ISPs) customers.

ICG provides data access and transport services to ISPs that in many cases
rely on ICG to provide network ownership and management. ICG's current product
offerings to the ISP market include dial-up products such as primary rate
interface (PRI), remote access service (RAS) and Internet remote access service
(IRAS) as well as broadband access services including T-1 and T-3 connections
and DSL.

ICG also provides high quality voice and data communications services to
business customers, including local, long distance and enhanced telephony
services, through its Internet protocol, circuit switch and regional fiber optic
networks. ICG also provides interexchange services to long-distance carriers
(IXCs) and other customers. These "special access" services connect end-users to
long-distance carriers' facilities, connect a long-distance carrier's facilities
to the local telephone company central office and connect facilities of the same
or different long-distance carrier.

ICG Communications, Inc. files annual, quarterly and special reports and
other information with the SEC. You can find out more information about ICG by
reading these reports. The SEC maintains public reference facilities at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You can obtain copies of such material from the Public Reference
Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. You can call the SEC at 1-800-732-0330 for information regarding the
operation of its Public Reference Room. The SEC also maintains a site on the
World Wide Web at http://www.sec.gov. that contains reports, proxy statements
and other information regarding registrants that file electronically.

28
<PAGE> 32

WHAT ARE THE REASONS FOR THE TRANSACTION?

The Board of Directors of the Company unanimously determined that the
transaction is in the best interest of the Company and its shareholders.

The decision of the Board was based on several potential benefits of the
transaction that the Board believes will contribute to the success of the
Company. These potential benefits include (a) the establishment of a strategic
partnership with a significant regional infrastructure, (b) the opportunity to
increase our network reach, (c) the opportunity to improve our network
efficiency and (d) the opportunity to lower our network costs.

The Board of Directors of the Company reviewed a number of factors in
evaluating the transaction, including, but not limited to, the following: (a)
historical information concerning the Company's and ICG's respective business
focus, financial performance and condition, operations, technology and
management; (b) management's view of the financial condition, results of
operations and businesses of the Company after giving effect to the transaction;
(c) current financial market conditions and historical stock market prices,
volatility and trading information; (d) the belief that the terms of the share
exchange agreement are reasonable; (e) results of the due diligence
investigation of ICG conducted by the Company's management, accountants and
counsel and (f) review of the valuations of comparable companies.

The Board of Directors also identified and considered a number of
potentially negative factors in its deliberations concerning the transaction,
including the following: (a) the risk associated with volatility in stock market
prices of the Class A common stock of the Company and ICG common stock; (b) the
possibility that the transaction may not be consummated; (c) the possibility
that the Company and ICG will not enter into the agreements contemplated by the
memorandum; and (d) other applicable risks.

The Board of Directors concluded, however, that, on balance, the potential
benefits of the transaction to the Company and its shareholders outweighed the
associated risks. The discussion of the information and factors considered by
the Board of Directors of the Company is not intended to be exhaustive. In view
of the variety of factors considered in connection with its evaluation of the
transaction, the Board of Directors did not find it practicable to, and did not
quantify or otherwise assign relative weight to, the specific factors considered
in reaching its determination.

WHAT EFFECT WILL THE PROPOSED TRANSACTION HAVE ON MY RIGHTS AS A SHAREHOLDER?

The transaction will not change the existing rights of the Company's
shareholders; however the issuance of additional Class A common stock in the
transaction will dilute the interest in Teligent of existing holders of Class A
common stock.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL
OF THE SALE OF TELIGENT CLASS A COMMON STOCK TO ICG.

PROPOSAL VI -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has renewed Teligent's arrangement for Ernst & Young
LLP to be its independent auditors for the year ending December 31, 2000,
subject to the ratification of the appointment by shareholders. A representative
of Ernst & Young LLP is expected to attend the annual meeting to respond to
appropriate questions and will have an opportunity to make a statement if he or
she so desires.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS TELIGENT'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.

29
<PAGE> 33

SHAREHOLDER PROPOSALS

In order to be eligible for inclusion in Teligent's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal must be
received at Teligent's executive office at 8065 Leesburg Pike, Suite 400,
Vienna, Virginia 22182 on or before December 30, 2000. To be considered for
presentation at next year's annual meeting, although not included in the proxy
statement, any shareholder proposal must be received at Teligent's executive
office at the foregoing address on or before March 26, 2001, but not earlier
than February 27, 2001. In the event that next year's annual meeting is held
before April 25, 2001 or after June 25, 2001, the shareholder proposal must be
received on or before the close of business on the 10th day following the day on
which notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting is made, whichever occurs first.

All shareholder proposals for inclusion in Teligent's proxy materials will
be subject to the requirements of the proxy rules adopted under the Securities
Exchange Act of 1934 and, as with any shareholder proposal (regardless of
whether it is included in Teligent's proxy materials), Teligent's Certificate of
Incorporation, Bylaws and Delaware law.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
annual meeting other than the matters described above in this proxy statement.
However, if any other matters should properly come before the annual meeting, it
is intended that holders of the proxies will act in accordance with their best
judgment.

30
<PAGE> 34
\/ FOLD AND DETACH HERE \/
- ------------------------------------------------------------------------------
REVOCABLE PROXY
(CLASS A COMMON STOCK) TELIGENT, INC.

ANNUAL MEETING OF SHAREHOLDERS - MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELIGENT, INC.

The undersigned hereby appoints Alex J. Mandl and Laurence E. Harris with full
power of substitution, and authorizes them to represent and vote, as designated
below and in accordance with their judgment upon any other matters properly
presented at the annual meeting, all the shares of Class A common stock held of
record by the undersigned at the close of business on April 24, 2000, at the
Annual Meeting of Shareholders, to be held on Thursday, May 25, 2000 and or at
any and all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS SET FORTH HEREIN.
The Board of Directors recommends a vote "FOR" the election of the nominees
named herein as directors of Teligent and "FOR" each of the other proposals set
forth below.

I. Election of the following persons as directors of Teligent, Inc. for one
year term: Alex J. Mandl David J. Berkman
Gary Howard Neera Singh
Carl Vogel
[ ] FOR [ ] WITHHELD [ ] FOR ALL EXCEPT____________________
INSTRUCTIONS: WRITE THE NAME OF THE
NOMINEE(S) ON THE LINE FOR WHOM YOU
WISH YOUR VOTE WITHHELD

II. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive Plan, as
amended, to increase the number of shares of Class A common stock reserved
for issuance thereunder by 5,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

III.Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IV. Approval of an amendment to the Teligent, Inc. Certificate of Incorporation
to eliminate the Class B-Series 1 common stock and to increase the number
of authorized shares of Class B-Series 2 common stock and Class B-Series 3
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

V. Approval of the sale by a subsidiary of Teligent, Inc. of 1,000,000 shares
of Class A common stock of Teligent, Inc. to a subsidiary of ICG
Communications, Inc. in exchange for 2,996,076 shares of ICG Communications,
Inc. common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

VI. Ratification of the appointment of Ernst & Young LLP as independent auditors
for Teligent for the year ending December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE> 35

\/ FOLD AND DETACH HERE \/
- ------------------------------------------------------------------------------
THE UNDERSIGNED ACKNOWLEDGES RECEIPT, PRIOR TO THE EXECUTION OF THIS PROXY, OF
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS, A PROXY STATEMENT DATED MAY 1,
2000 AND TELIGENT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999.

[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

DATED:
------------------------------

-------------------------------------
PRINT NAME OF STOCKHOLDER

-------------------------------------
SIGNATURE OF STOCKHOLDER

-------------------------------------
PRINT NAME OF STOCKHOLDER

-------------------------------------
SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears above on
this card. When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title. If shares are held jointly, each holder
should sign.

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE
<PAGE> 36
\/ FOLD AND DETACH HERE \/
- --------------------------------------------------------------------------------

REVOCABLE PROXY TELIGENT, INC.
(HMTF GROUP SERIES A PREFERRED STOCK)

ANNUAL MEETING OF SHAREHOLDERS - MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELIGENT, INC.

The undersigned hereby appoints Alex J. Mandl and Laurence E. Harris with full
power of substitution, and authorizes them to represent and vote, as designated
below and in accordance with their judgement upon any other matters properly
presented at the annual meeting, all the shares of Class A common stock held of
record by the undersigned at the close of business on April 24, 2000, at the
Annual Meeting of Shareholders, to be held on Thursday, May 25, 2000 and or at
any and all adjournments thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS SET FORTH
HEREIN.

The Board of Directors recommends a vote "FOR" the election of the nominees
named herein as directors of Teligent and "FOR" each of the other proposals set
forth below.

I. Election of the following persons as directors of Teligent, Inc. for a
one year term: Alex J. Mandl David J. Berkman Gary Howard
Neera Singh Carl Vogel Thomas O. Hicks

[ ] FOR [ ] WITHHELD [ ] FOR ALL EXCEPT_______________________________
INSTRUCTIONS: WRITE THE NAME OF THE NOMINEE(S) ON THE
LINE FOR WHOM YOU WISH YOUR VOTE WITHHELD.

II. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive Plan,
as amended, to increase the number of shares of Class A common stock
reserved for issuance thereunder by 5,000,000 shares.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

III. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

IV. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to eliminate the Class B-Series 1 common stock and to
increase the number of authorized shares of Class B-Series 2 common stock
and Class B-Series 3 common stock.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

V. Approval of the sale by a subsidiary of Teligent, Inc. of 1,000,000
shares of Class A common stock of Teligent, Inc. to a subsidiary of ICG
Communications, Inc. in exchange for 2,996,076 shares of ICG
Communications, Inc. common stock.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

VI. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000.

[ ]FOR [ ]AGAINST [ ]ABSTAIN

<PAGE> 37

\/ FOLD AND DETACH HERE \/
- -------------------------------------------------------------------------------

THE UNDERSIGNED ACKNOWLEDGES RECEIPT, PRIOR TO THE EXECUTION OF THIS PROXY, OF
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS, A PROXY STATEMENT DATED MAY 1,
2000 AND TELIGENT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999.

[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

<TABLE>
<S> <C> <C>
DATED
------------------------------

----------------------------------- ----------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

----------------------------------- ----------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each holder should sign.

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE

</TABLE>

<PAGE> 38
\/ -FOLD AND DETACH HERE \/
- --------------------------------------------------------------------------------
REVOCABLE PROXY
(CLASS A PREFERRED STOCK
EXCLUDING HMTF GROUP)

TELIGENT, INC.

ANNUAL MEETING OF SHAREHOLDERS - MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELIGENT, INC.

The undersigned hereby appoints Alex J. Mandl and Laurence E. Harris with full
power of substitution, and authorizes them to represent and vote, as designated
below and in accordance with their judgment upon any other matters properly
presented at the annual meeting, all the shares of Series A preferred stock held
of record by the undersigned at the close of business on April 24, 2000, at the
Annual Meeting of Shareholders, to be held on Thursday, May 25, 2000 and or at
any and all adjournments thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS SET FORTH
HEREIN.
The Board of Directors recommends a vote "FOR" the election of the nominees
named herein as directors of Teligent and "FOR" each of the other proposals set
forth below.

<TABLE>
<S> <C>
I. Election of the following persons as directors of Teligent, Inc.
for a one year term: Alex J. Mandl David J. Berkman Gary Howard
Neera Singh Carl Vogel
[ ] FOR [ ] WITHHELD [ ] FOR ALL EXCEPT_______________________________
INSTRUCTIONS: WRITE THE NAME OF THE NOMINEE(S) ON THE LINE FOR
WHOM YOU WISH YOUR VOTE WITHHELD.
</TABLE>

II. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive Plan,
as amended, to increase the number of shares of Class A common stock
reserved for issuance thereunder by 5,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

III. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

V. Approval of the sale by a subsidiary of Teligent, Inc. of 1,000,000 shares
of Class A common stock of Teligent, Inc. to a subsidiary of ICG
Communications, Inc. in exchange for 2,966,076 shares of ICG
Communications, Inc. common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

VI. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 39

\/ FOLD AND DETACH HERE \/
- --------------------------------------------------------------------------------
THE UNDERSIGNED ACKNOWLEDGES RECEIPT, PRIOR TO THE EXECUTION OF THIS PROXY, OF
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS, A PROXY STATEMENT DATED MAY 1,
2000 AND TELIGENT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999.

[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

<TABLE>
<S> <C>
DATED:
---------------------------

--------------------------------- ---------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

--------------------------------- ---------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name
appears above on this card. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If
shares are held jointly, each holder
should sign.

PLEASE PROMPTLY COMPLETE, DATE, SIGN
AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
</TABLE>
<PAGE> 40
\/ FOLD AND DETACH HERE \/
- ------------------------------------------------------------------------------

REVOCABLE PROXY
(CLASS B-SERIES 3 COMMON STOCK) TELIGENT, INC.
ANNUAL MEETING OF SHAREHOLDERS-MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELIGENT, INC.

The undersigned hereby appoints Alex J. Mandl and Laurence E. Harris with full
power of substitution, and authorizes them to represent and vote, as designated
below and in accordance with their judgment upon any other matters properly
presented at the annual meeting, all the shares of Class B-Series 3 common stock
held of record by the undersigned at the close of business on April 24, 2000, at
the Annual Meeting of Shareholders, to be held on Thursday, May 25, 2000 and or
at any and all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS SET FORTH HEREIN.
The Board of Directors recommends a vote "FOR" the election of the nominees
named herein as directors of Teligent and "FOR" each of the other proposals set
forth below.

I. Election of the following persons as directors of Teligent, Inc.
for a one year term: Alex J. Mandl David J. Berkman
Gary Howard Neera Singh
Carl Vogel Testuro Mikami

[ ] FOR [ ] WITHHELD [ ] FOR ALL EXCEPT____________________
INSTRUCTIONS: WRITE THE NAME OF THE
NOMINEE(S) ON THE LINE FOR WHOM
YOU WISH YOUR VOTE WITHHELD.

II. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive
Plan, as amended, to increase the number of shares of Class A common stock
reserved for issuance thereunder by 5,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

III. Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IV.Approval of an amendment to the Teligent, Inc. Certificate of Incorporation
to eliminate the Class B-Series 1 common stock and to increase the number of
authorized shares of Class B-Series 2 common stock and Class B-Series 3
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

VI. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE> 41

[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

DATED:
--------------------------------

--------------------------------------
PRINT NAME OF STOCKHOLDER

--------------------------------------
SIGNATURE OF STOCKHOLDER

--------------------------------------
PRINT NAME OF STOCKHOLDER

--------------------------------------
SIGNATURE OF STOCKHOLDER

PLEASE PROMPTLY COMPLETE, DATE, SIGN
AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE
<PAGE> 42

\/ FOLD AND DETACH HERE \/
- ------------------------------------------------------------------------------
REVOCABLE PROXY
(CLASS B-SERIES 2 COMMON STOCK) TELIGENT, INC.

ANNUAL MEETING OF SHAREHOLDERS - MAY 25, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TELIGENT, INC.

The undersigned hereby appoints Alex J. Mandl and Laurence E. Harris with full
power of substitution, and authorizes them to represent and vote, as designated
below and in accordance with their judgment upon any other matters properly
presented at the annual meeting, all the shares of Class B-Series 2 common stock
held of record by the undersigned at the close of business on April 24, 2000, at
the Annual Meeting of Shareholders, to be held on Thursday, May 25, 2000 and or
at any and all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE PROPOSALS SET FORTH HEREIN.
The Board of Directors recommends a vote "FOR" the election of the nominees
named herein as directors of Teligent and "FOR" each of the other proposals set
forth below.

I. Election of the following persons as directors of Teligent, Inc.
for a one year term: Alex J. Mandl David J. Berkman
Gary Howard Neera Singh
Carl Vogel Dr. Rajendra Singh

[ ] FOR [ ] WITHHELD [ ] FOR ALL EXCEPT_________________
INSTRUCTIONS: WRITE THE NAME OF THE
NOMINEE(S) ON THE LINE FOR WHOM
YOU WISH YOUR VOTE WITHHELD.

II. Approval of an amendment to the Teligent, Inc. 1997 Stock Incentive
Plan, as amended, to increase the number of shares of Class A common stock
reserved for issuance thereunder by 5,000,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

III.Approval of an amendment to the Teligent, Inc. Certificate of
Incorporation to increase the number of authorized shares of Class A
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IV. Approval of an amendment to the Teligent, Inc. Certificate of Incorporation
to eliminate the Class B-Series 1 common stock and to increase the number of
authorized shares of Class B-Series 2 common stock and Class B-Series 3
common stock.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

VI. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE> 43
\/ FOLD AND DETACH HERE \/
- ------------------------------------------------------------------------------
THE UNDERSIGNED ACKNOWLEDGES RECEIPT, PRIOR TO THE EXECUTION OF THIS PROXY, OF
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS, A PROXY STATEMENT DATED MAY 1,
2000 AND TELIGENT'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999.

[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.

DATED:
----------------------------------

------------------------------------------
PRINT NAME OF STOCKHOLDER
------------------------------------------
SIGNATURE OF STOCKHOLDER
------------------------------------------
PRINT NAME OF STOCKHOLDER
------------------------------------------
SIGNATURE OF STOCKHOLDER

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND
MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE