[TELIGENT, INC. LOGO APPEARS HERE]
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>
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:
I. Election of the Board of Directors of Teligent, Inc.;
II. 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;
III. 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;
IV. Ratification of the appointment of Ernst & Young LLP as independent
auditors for Teligent for the year ending December 31, 2000;
V. 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 ________ 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
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.
<PAGE>
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>
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. 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 III. 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;
Proposal IV. Ratification of the appointment of Ernst & Young LLP as
independent auditors for Teligent for the year ending December 31, 2000; and
Proposal V. 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 ________ 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.
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.
<PAGE>
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
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
___________ shares of Voting Stock outstanding, consisting of ______________
shares of Class A common stock, no shares of Class B-Series 1 common stock,
___________ shares of Class B-Series 2 common stock, ___________ shares of Class
B-Series 3 common stock and, on a converted basis, Series A preferred stock
equal to __________ 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 certain of 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 IV) 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.
<PAGE>
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.
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:
o signing another proxy with a later date;
o giving written notice of the revocation of your proxy to the
Secretary of Teligent prior to the annual meeting; or
o 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:
o FOR election of each of the nominees to the Board of Directors (see
page 6);
o 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 22);
o 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
23);
o FOR the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors (see page 25); and
<PAGE>
o 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 25).
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.
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 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 A 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.
<PAGE>
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 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 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, III 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.
Proposal IV. Broker non-votes will not be counted in determining the
number of shares necessary for 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 this
proposal.
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.
<PAGE>
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 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, Telcom Ventures and NTT, 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 58.1% 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.
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.
<PAGE>
- --------------------------------------------------------------------------------
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
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 services 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.
<PAGE>
- --------------------------------------------------------------------------------
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
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; and as Vice President of TCIC from
December 1991 through October 1994. Mr. Howard is
a director of TV Guide, Inc., Liberty Digital, Inc.
and TCI Satellite Entertainment, Inc.
NEERA SINGH(2) 41 Ms. Singh has been a director of Teligent since
January 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.
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.
<PAGE>
- --------------------------------------------------------------------------------
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
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.
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.
<PAGE>
- --------------------------------------------------------------------------------
NOMINEE AGE PRINCIPAL OCCUPATION/YEAR FIRST ELECTED AS A DIRECTOR
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 Corporation, the
venture capital affiliate of First National Bank of
Dallas, from 1974 to 1977.
- -----------------------
(1) Member of Teligent's Audit Committee.
(2) Member of Teligent's Compensation Committee
<PAGE>
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:
o 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;
o each director and director nominee of Teligent named in this proxy
statement;
o each executive officer of Teligent named in the "Summary Compensation
Table" appearing below and current executive officers of Teligent; and
o 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 ___________
shares of Teligent Voting Stock outstanding.
<PAGE>
- ----------------- ----------------- -------------------------------- -----------
Class A Common Class B Common Stock (2)
Stock (1)
- ----------------- ----------------- -------------------------------- -----------
- ----------------- --------- ------- ----------- --------- ---------- -----------
Shares Percent Class B - Class B - Percent Percentage
Beneficial Benefi- Of Series 2 Series 3 of of Total
Owners cially Class Shares Shares Class Voting
owned Benefi- Benefi- Stock
cially cially Out-
Owned Owned standing
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Greater than 5 Percent Beneficial Owners
Liberty Media
Corporation _________ ____% --- --- --- ____%
9197 South
Peoria Street
Englewood, CO
80112
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Telcom Ventures,
L.L.C. --- --- _________ --- ____% ____%
200 N. Union
Street, Suite 300
Alexandria, VA 22201
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Nippon Telegraph
and Telephone --- --- --- _________ ____% ___%
Corporation
Kowa Nishi-Shimbashi
Bldg. -B
14-1 Nishi-Shimbashi
2-chome,
Minato-ku, Tokyo
105-0003
Japan
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Microsoft
Corporation (3) ________ --- --- --- --- ___%
One Microsoft Way
Building 8/2126
Redmond, WA 98052
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Hicks, Muse,
Tate & Furst
Incorporated
(3) ________ --- --- --- --- ___%
200 Crescent
Court, Suite 16
Dallas, TX 75201
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Current Directors and Director Nominees
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Alex J. Mandl (4) ________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
David J. Berkman (5)________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Thomas O. Hicks (6) ________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Gary S. Howard (7) ________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Tetsuro Mikami (8) ________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Dr. Rajendra Singh (9)______ * ________ ___% ___% ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Neera Singh (10) ______ * ________ ___% ___% ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Carl Vogel ________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Executive Officers Who Are Not Directors
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Kirby G. Pickle,
Jr. (11) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Laurence E.
Harris (12) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Steven F.
Bell (13) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Abraham L.
Morris (14) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Cindy L.
Tallent (15) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
Directors and
executive officers
of Teligent as a
group (13 persons)
(16) _________ --- --- --- --- ___%
- ----------------- --------- ------- ----------- ---------- ---------- ----------
<PAGE>
(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 ________ shares of Class A common stock issuable upon exercise
of Mr. Mandl's stock options. Also includes ________ shares of Class A
common stock held by Mr. Mandl's wife.
(5) All ________ shares of Class A common stock reported are issuable upon
exercise of David J. Berkman's stock options.
(6) Includes ________ shares of Class A common stock issuable upon
conversion of ________ 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
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 ________ 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 ________ 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 ________ shares of Class A common stock reported are issuable upon
exercise of Dr. Singh's stock options. Also includes ________ 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.
<PAGE>
(10) All ________ 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 ________ 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 ________ shares of Class A common stock issuable upon exercise
of Mr. Pickle's stock options.
(12) Includes ________ shares of Class A common stock issuable upon exercise
of Mr. Harris' stock options.
(13) Includes ________ shares of Class A common stock issuable upon exercise
of Mr. Bell's stock options.
(14) Includes ________ 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.
<PAGE>
(15) Includes ________ shares of Class A common stock issuable upon exercise
of Ms. Tallent's stock options. Also includes ________ 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 ________ shares of Class A common stock issuable upon exercise
of stock options held by all 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. 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.
<PAGE>
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.
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.
<PAGE>
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 $50,000 or 10% of the
total of their salary and bonus and, therefore, has been omitted as permitted by
the rules of the SEC.
- --------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation Awards
- -------------------------------- ----------------------- ----------- -----------
Securities
Underlying All
Options Other
Name and Principal Salary Bonus /SARs Compensation
Position Year ($) ($) (#) ($)
- ----------------------- ------- ----------- ----------- ----------- -----------
Alex J. Mandl 1999 $500,000 $600,000 --- $ 5,000(1)
Chairman of the Board 1998 500,000 500,000 --- 4,800
and Chief Executive 1997 500,000 500,000 6,009,732(2) 3,988,270
Officer
- ----------------------- ------- ----------- ----------- ----------- -----------
Kirby G. Pickle, Jr. 1999 $394,231 $350,000 --- $5,000(1)
President and Chief 1998 350,000 275,000 --- 4,800
Operating 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, 1998 287,692 150,000 --- 4,800
General Counsel and 1997 275,000 150,000 606,661(2) 4,750
Assistant Secretary
- ----------------------- ------- ----------- ----------- ----------- -----------
Abraham L. Morris(3) 1999 $301,538 $160,000 --- $275,873 (4)
Senior Vice President, 1998 271,914 150,000 --- 510,560
Chief Financial Officer 1997 179,808 125,000 606,661(2) ---
and Treasurer
- ----------------------- ------- ----------- ----------- ----------- -----------
Steven F. Bell 1999 $263,269 $150,000 --- $377,156(5)
Senior Vice President 1998 246,154 120,000 --- 396,114
for Human Resources 1997 164,423 100,000 404,440(2 3,375
- --------------------------------------------------------------------------------
(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.
<PAGE>
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 $61.75 per
share. These values, unlike the amounts set forth in the column "Value
Realized," have not been, and may never be, realized. These options have not
been, and may not ever be, exercised. Actual gains, if any, on exercise will
depend on the value of Teligent Class A common stock on the date of exercise.
There can be no assurance that these values will be realized. Unexercisable
options are those that have not yet vested.
- --------------------------------------------------------------------------------
Shares Number of Securities Value of Unexercised
Acquired Value Underlying In-the-money
on Exercise Realized Unexercised Options Options at
Name (#) ($) at FY-End (#) FY-End ($)
- ------------- ------- ---------- ---------- ---------- ------------ ------------
Exercisable Unexer- Exercisable Unexer-
cisable cisable
- ------------- ------- ---------- ---------- ---------- ------------ ------------
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
- --------------------------------------------------------------------------------
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.
<PAGE>
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 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.
<PAGE>
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.
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
<PAGE>
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.
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
11/21/97 12/31/97 12/31/98 12/31/99
-------- -------- -------- --------
- --------------------------------------------------------------------------------
Teligent, Inc................... 100.00 96.10 112.20 240.98
- --------------------------------------------------------------------------------
S&P Midcap 400 Index............ 100.00 103.20 122.92 141.02
- --------------------------------------------------------------------------------
Peer Index(1)................... 100.00 99.32 97.24 281.62
- --------------------------------------------------------------------------------
(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.
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.
("NTTA&T"), NTT is the beneficial owner of 27.20% 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.
<PAGE>
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.
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.
<PAGE>
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 CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK
At the annual meeting, all shareholders and the 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 ________ 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 II and Proposal V 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 II is not contingent on approval of Proposal
V.
How many shares of Class A common stock are currently outstanding or reserved
for issuance?
As of April 24, 2000, _________ shares of Class A common stock were
issued and outstanding. Approximately ________ million additional shares of
Class A common stock are reserved for issuance under Teligent's compensation and
benefit plans and approximately _____ 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.
<PAGE>
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.
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 III - 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. As of April
24, 2000, the value of the Teligent Class A Common Stock to be sold was
$________, based on a closing price for Teligent stock on the NASDAQ of $______
per share on that date. The value of the ICG stock to be received in exchange
for the Teligent stock was $_______, based on a closing price for ICG stock on
the NASDAQ of $________ per share on that date. The stock prices of both
Teligent and ICG have been volatile and may continue to fluctuate. Accordingly,
the actual and relative values of the stock to be sold and received in the
transaction may be different if and when the transaction closes. At that time,
the ICG stock received by Teligent's subsidiary may have a public market value
which is less than its value today or less than that of the Teligent stock to be
sold to ICG's subsidiary.
<PAGE>
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.
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.
<PAGE>
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 IV - 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.
PROPOSAL V - 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 Associated 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, ________ 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.
<PAGE>
If this Proposal V and Proposal II 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")."
In addition, if this Proposal V is approved, all references in our
Certificate of Incorporation to the Class B-Series 1 common stock would be
removed.
Approval of this Proposal V is not contingent on approval of Proposal
II.
How many shares of Class B common stock are currently outstanding or reserve for
issuance?
As of April 24, 2000, ________ shares of Class B common stock were
issued and outstanding, consisting of ________ shares of Class B-Series 2 common
stock and ________ shares of Class B-Series 3 common stock. No other shares of
Class B common stock are currently reserved for issuance.
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 V. 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.
<PAGE>
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.
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.
<PAGE>
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.
WITH-
FOR HELD
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 AGAINST ABSTAIN
II. Approval of an amendment to the Teligent,
Inc. Certificate of Incorporation to increase
the number of authorized shares of Class A
common stock / / / / / /
III. 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. / / / / / /
IV. Ratification of the appointment of Ernst & Young
LLP as independent auditors for Teligent for the
year ending December 31, 2000. / / / / / /
V. 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. / / / / / /
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 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
- --------------------------------------------------------------------------------
<PAGE>
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.
WITH-
FOR HELD
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 AGAINST ABSTAIN
II. Approval of an amendment to the Teligent,
Inc. Certificate of Incorporation to increase
the number of authorized shares of Class A
common stock / / / / / /
III. 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. / / / / / /
IV. Ratification of the appointment of Ernst & Young
LLP as independent auditors for Teligent for the
year ending December 31, 2000. / / / / / /
V. 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. / / / / / /
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 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
- --------------------------------------------------------------------------------
<PAGE>
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.
WITH-
FOR HELD
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 AGAINST ABSTAIN
II. Approval of an amendment to the Teligent,
Inc. Certificate of Incorporation to increase
the number of authorized shares of Class A
common stock / / / / / /
III. 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. / / / / / /
IV. Ratification of the appointment of Ernst & Young
LLP as independent auditors for Teligent for the
year ending December 31, 2000. / / / / / /
V. 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. / / / / / /
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 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
- --------------------------------------------------------------------------------
<PAGE>
REVOCABLE PROXY
(Series 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.
WITH-
FOR HELD
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 AGAINST ABSTAIN
II. Approval of an amendment to the Teligent,
Inc. Certificate of Incorporation to increase
the number of authorized shares of Class A
common stock / / / / / /
III. 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. / / / / / /
IV. Ratification of the appointment of Ernst & Young
LLP as independent auditors for Teligent for the
year ending December 31, 2000. / / / / / /
V. 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. / / / / / /
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 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
- --------------------------------------------------------------------------------
<PAGE>
REVOCABLE PROXY
(HMTF Group Series A preferred 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.
WITH-
FOR HELD
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 AGAINST ABSTAIN
II. Approval of an amendment to the Teligent,
Inc. Certificate of Incorporation to increase
the number of authorized shares of Class A
common stock / / / / / /
III. 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. / / / / / /
IV. Ratification of the appointment of Ernst & Young
LLP as independent auditors for Teligent for the
year ending December 31, 2000. / / / / / /
V. 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. / / / / / /
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 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
- --------------------------------------------------------------------------------
