FORM 425
Filed by Tritel, Inc.
Pursuant to Rule 425 Under the
Securities Act of 1933
Commission File No. 0-28435
Subject Company: TeleCorp PCS, Inc.
THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE BUSINESS
COMBINATION TRANSACTION REFERENCED HEREIN, WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION.
A joint proxy statement/prospectus will be filed with the Securities
and Exchange Commission by Tritel, Inc. and TeleCorp PCS, Inc. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by
Tritel, Inc. and TeleCorp PCS, Inc. with the Commission at the Commission's
web site at www.sec.gov. The joint proxy statement/prospectus and these other
documents may also be obtained for free from Tritel, Inc. by directing a
request to Tritel, Inc., 111 E. Capitol Street, Suite 500, Jackson,
Mississippi 39201, Attention: Shareholder Relations, telephone: (601)
914-8000, e-mail: [email protected].
The following communications contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and
are naturally subject to uncertainty and changes in circumstances. Actual
results may vary materially from the expectations contained herein. The
forward-looking statements herein include statements about future financial
and operating results and the proposed Tritel, Inc./TeleCorp PCS, Inc.
transaction. The following factors, among others, could cause actual results
to differ materially from those descried herein: inability to obtain, or meet
conditions imposed for governmental approvals for the merger with TeleCorp
PCS, Inc.; failure of the Tritel, Inc. or TeleCorp PCS, Inc. stockholders to
approve the merger; inability of AT&T Wireless Services to make the
contributions that are called for in the merger agreement; and other economic,
business, competitive and/or regulatory factors affecting Tritel, Inc.'s
business generally. More detailed information about those factors is set forth
in Tritel, Inc.'s filings with the Securities and Exchange Commission,
including its Form S-1, dated December 13, 1999, and its Current Report on
Form 8-K dated February 29, 2000. Tritel, Inc. is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of new information, future
events or otherwise.
The following is the joint press release issued by Tritel, Inc. and
TeleCorp PCS, Inc. on February 28, 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.
<PAGE>
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]
