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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): February 29, 2000
TRITEL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28435 64-0896417
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 E. Capitol Street,
Suite 500
Jackson, Mississippi
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39201
Registrant's telephone number, including area code (601) 914-8000
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<PAGE>
Item 5. Other Events
On February 28, 2000, Tritel, Inc. ("Tritel") and TeleCorp PCS, Inc.
("TeleCorp") issued a joint press release announcing an all stock tax-free
merger of the two companies. As a result of the merger, Tritel stock will be
converted into the right to receive 0.76 shares of TeleCorp stock. The
exchange ratio is fixed regardless of the future stock price movement.
A copy of the press release is included herein as Exhibit 99.1 and is
hereby incorporated by reference in its entirety.
Item 7. Financial Statements and Exhibits
99.1 Joint Press Release, dated February 28, 2000 by Tritel, Inc.
and Telecorp PCS, Inc.
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Exhibit 99.1 Joint Press Release, dated February 28, 2000
by Tritel, Inc. and Telecorp PCS, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
TRITEL, INC.
By: /s/ Karlen Turbeville
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Name: Karlen Turbeville
Title: Senior Vice President, Finance
Dated: February 29, 2000
TELECORP PCS
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Suite 800
1010 North Glebe Road
Arlington, VA 22201
For Immediate Release
TeleCorp PCS and Tritel Agree to Merge
In Concurrent Deal, TeleCorp PCS Announces Exchange of Wireless
Markets with AT&T Wireless Services
With contiguous properties from the Lakes to the Gulf of Mexico, the new
company will have licenses to serve 35 million people in 16 of the top
100 markets.
Arlington, VA and Jackson, MS - February 28, 2000 - TeleCorp PCS, Inc. (NASDAQ
NM: TLCP), AT&T Wireless' largest affiliate, and Tritel, Inc. (NASDAQ NM:
TTEL), AT&T Wireless' second largest affiliate, today announced an all stock,
tax- free merger that combines two of the most valuable contiguous wireless
service territories in the United States.
Concurrently, TeleCorp and AT&T Wireless Services have agreed to exchange
wireless properties that will improve both company's respective service areas,
and AT&T Wireless Services has agreed to contribute rights to acquire
additional wireless properties and a two-year extension of AT&T Wireless'
brand sharing agreement as part of the merger. The exchange and the
contribution will result in a net increase in TeleCorp's licensed service area
by four million people, and includes two markets in the top 100: Milwaukee,
Wisconsin and Des Moines, Iowa. The combined transactions will result in a new
entity, which will be called TeleCorp PCS, Inc., with licensed service areas
covering 35 million people.
Gerald T. Vento, chairman and chief executive officer of TeleCorp said, "These
transactions will produce significant value for the shareholders, employees
and SunCom customers of both companies as TeleCorp and Tritel strengthen their
leadership in the telecommunications marketplace. Through the marriage of
management, markets, and networks, we gain economies of scale, more attractive
markets, more contiguous properties and a stronger affiliation with AT&T
Wireless Services. We are clearly better positioned for the competitive
wireless marketplace."
<PAGE>
TeleCorp and Tritel Merger
The new entity will continue to provide, as an AT&T affiliate, digital
wireless service under the SunCom brand. In terms of licensed POPs, the new
entity will become one of the top ten wireless service providers in the U.S.
Tritel's chairman and CEO, William M. Mounger, will become the chairman of the
new entity and Gerald T. Vento, chairman and CEO of TeleCorp, will remain
chief executive officer. Thomas H. Sullivan will remain executive vice
president and chief financial officer, and E.B. Martin, executive vice
president and chief financial officer of Tritel has been named vice chairman.
Julie A. Dobson and William S. Arnett will be chief operating officers of
TeleCorp and Tritel operations, respectively. Tritel shareholders will receive
0.76 shares of TeleCorp stock in exchange for each of their Tritel shares. The
exchange ratio is fixed regardless of the future stock price movement.
The merger of the two AT&T Wireless Services affiliates creates a new,
contiguous service area that connects the middle of the country and plays a
more strategic role for the AT&T Wireless Network. The new company will have
sixteen of the top 100 markets located in fourteen states and the Commonwealth
of Puerto Rico.
"These transactions establish the new TeleCorp as a bold leader in wireless
communications," said William M. Mounger of Tritel. "This merger represents a
critical step in the execution of our strategy which is to offer SunCom
customers the best possible service at the greatest value across the widest
geography. TeleCorp, our AT&T affiliate to the West, shares many communities
of interest with us. This merger will allow a great partnership to achieve its
highest potential. We will now work as one team to deliver greater value to
customers under a more efficient and more powerful operating structure in some
of the most attractive, fastest growing markets in the U.S."
Market Exchange and Contribution Transactions with AT&T Wireless Services
TeleCorp and AT&T Wireless Services have agreed to exchange certain properties
that will better position each respective company in the wireless marketplace,
and AT&T Wireless Services has agreed to contribute to TeleCorp the right to
acquire additional properties as part of the merger.
AT&T Wireless Services will transfer licenses and rights to acquire licenses
serving six million people in Wisconsin, including Milwaukee and Madison,
Wisconsin, and Des Moines and Davenport, Iowa. All properties will be
consistent with TeleCorp's and Tritel's current affiliation agreements with
AT&T Wireless Services. AT&T Wireless Services has also agreed to extend its
affiliation agreements to another 1.4 million POPs in the Midwest should they
be acquired by TeleCorp. Finally AT&T Wireless Services will extend its
initial five-year brand sharing agreement for an additional two years upon the
closing of the merger.
As part of the exchange, AT&T Wireless Services will acquire TeleCorp's New
England properties, representing 1.9 million people. AT&T Wireless Services
will receive such markets as Worcester, Cape Cod, Martha's Vineyard and
Nantucket, Massachusetts and Nashua, Manchester and Concord, New Hampshire. In
addition, the exchange includes approximately 20,000 SunCom subscribers.
Also, as part of the contribution, TeleCorp will issue approximately 9.3
million shares of Class A common stock to AT&T Wireless Services.
"While our New England market was an excellent market for us, the new
properties better fit our contiguous service area. When you couple them with
the Tritel properties, our operation will run from the Great Lakes to the Gulf
of Mexico, right through the heartland of the country," said Vento.
Regarding the Transactions
The transactions have been unanimously approved by the TeleCorp and Tritel
boards of directors. Shareholders with an excess of 50% of the voting power of
each company have entered into agreements to vote in favor of the transaction.
Closing is expected in the fourth quarter of 2000. Both the exchange
transactions and the merger transactions are subject to regulatory approval
and other conditions.
Lehman Brothers was the lead advisor on the deal for TeleCorp PCS. Merrill
Lynch was the lead advisor for Tritel. Cadwalader, Wickersham & Taft, along
with Mintz, Levin et. al represented TeleCorp PCS. Brown & Wood LLP
represented Tritel. Wachtell, Lipton, Rosen & Katz; Friedman Kaplan and Seiler
LLP; and Riddell Williams P.S. represented AT&T.
About TeleCorp PCS, Inc.
TeleCorp PCS, Inc. has licenses to serve approximately 16.7 million people,
and currently provides its SunCom digital wireless service in the following 27
markets: New Orleans, Baton Rouge, Lafayette, Houma, New Iberia, Thibodaux and
Hammond, Louisiana; Memphis and Jackson, Tennessee; Little Rock, Hot Springs,
Russellville, Fayetteville and Jonesboro, Arkansas; Concord, Manchester,
Portsmouth and Nashua, New Hampshire; Worcester, Cape Cod, Martha's Vineyard
and Nantucket, Massachusetts; and San Juan, Ponce, Mayaguez, Humacao and
Arecibo, Puerto Rico. TeleCorp is headquartered in Arlington, Virginia. More
information about the company can be found on the Web at www.telecorppcs.com.
About Tritel, Inc.
Tritel, Inc. has licenses to serve approximately 14 million people in the
south central United States. Tritel currently provides its SunCom digital
wireless service in the following 21 markets; Jackson, Clinton and Vicksburg,
Mississippi; Nashville, Knoxville, Chattanooga, Franklin, Murfreesboro,
Columbia, Springfield, Gallatin, Clarksville and Cleveland, Tennessee;
Huntsville, Montgomery and Decatur, Alabama; and Louisville, Lexington,
Frankfort and Bowling Green, Kentucky; and Dalton, Georgia. Tritel is
headquartered in Jackson, Mississippi. More information about the company can
be found on the Web at www.suncompcs.com.
TeleCorp and Tritel's management will conduct a conference call tomorrow
morning at 8:30 a.m. Eastern Time to discuss the merger. Investors and
interested parties may listen to the call by dialing 212-896-6085 or logging
on to www.vcall.com. To listen to the live Webcast, please register and
download audio software at the site at least 15 minutes prior. The Webcast
will be available on the site for approximately three months, while a
telephone replay of the call is available for 48 hours beginning at 10:30 a.m.
Eastern time, February 29, at 1-800-633-8284 or 1-858-812-6440, reservation
#14293003.
Safe Harbor
Except for historical information, the matters discussed in this news release
that may be considered forward-looking statements could be subject to certain
risks and uncertainties that could cause the actual results to differ
materially form those projected. These include timing and success of
regulatory approval and uncertainties in the market, competition, legal and
other risks detailed in TeleCorp PCS, Inc.'s registration statement filed with
the SEC on Form S-1, as amended or supplemented (file no. 333-81813) and
Tritel, Inc.'s registration statement filed with the SEC on Form S-1, as
amended or supplemented (file no. 333-91207). TeleCorp PCS, Inc. and Tritel,
Inc. assume no obligation to update information in this release.
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Media Contacts
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TeleCorp PCS, Inc.
Russell Wilkerson
703-625-2069 (PCS)
703-236-1292 (desk)
703-236-1101 (fax)
[email protected]
Elissa Grabowski
Lippert Heilshorn & Associates
212-838-3777
Tritel, Inc.
Clark Akers
601-594-8010 (PCS)
601-914-8010 (desk)
601-914-8282 (fax)
[email protected]
Investor Contacts
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TeleCorp PCS, Inc.
Jim Morrisey
703-629-6668 (PCS)
703-236-1136 (desk)
703-236-1376 (fax)
[email protected]
John Nesbett/ Mary Ellen Adipietro
Lippert/Heilshorn & Associates
212-838-3777
Tritel, Inc.
Clark Akers
601-594-8010 (PCS)
601-914-8010 (desk)
601-914-8282 (fax)
[email protected]
Duke Coffey
G.A. Kraut Company, Inc.
212-696-5600 (desk)
[email protected]
