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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)/1/
Tritel, Inc.
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(Name of Issuer)
Class A Voting Common Stock, par value $0.01 per share and Voting Preference
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Common Stock
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(Title of Class of Securities)
89675X104
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(CUSIP Number)
Thomas H. Sullivan
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road
Suite 800
Arlington, VA 22201
(703) 236-1122
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).
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CUSIP No. 89675X104 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS: TeleCorp PCS, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 541872248
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*: N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 7,148,160.22 shares of Class A Voting
SHARES Common Stock representing 7.3% of the outstanding shares of
BENEFICIALLY the Class A Voting Common Stock and 6 shares of Voting
OWNED BY Preference Common Stock representing 100% of the outstanding
EACH shares of the Voting Preference Common Stock.**, ***
REPORTING -------------------------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER: **, ***
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9 SOLE DISPOSITIVE POWER: None
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10 SHARED DISPOSITIVE POWER: None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,148,160.22 shares of Class A Voting Common Stock; 6 shares of Voting
Preference Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.3% of the
outstanding shares of the Class A Voting Common Stock; 100% of the
outstanding shares of the Voting Preference Common Stock
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14 TYPE OF REPORTING PERSON*: CO
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* SEE INSTRUCTIONS
** Pursuant to a Voting Agreement, dated as of February 28, 2000, E.B.
Martin Jr. and William Mounger, II, stockholders of Tritel, Inc. ("Tritel"),
agreed to vote the voting securities of Tritel beneficially owned by them (a) in
favor of the approval of the transactions contemplated by the Agreement and Plan
of Reorganization and Contribution (the "Reorganization Agreement"), dated as of
February 28, 2000, among TeleCorp PCS, Inc. ("TeleCorp"), Tritel and AT&T
Wireless Services Inc., and (b) against (i) approval of any proposal made in
opposition to or in competition with the transactions contemplated by the
Reorganization Agreement, (ii) any merger, consolidation, sale of assets,
business combination, share exchange, reorganization or recapitalization of
Tritel or any of its subsidiaries, with or involving any party other than as
contemplated by the Reorganization Agreement, (iii) any liquidation or winding
up of Tritel, (iv) any extraordinary dividend by Tritel, (v) any change in the
capital structure of Tritel, (other than pursuant to the Reorganization
Agreement) and (vi) any other action that may reasonably be
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expected to impede, interfere with, delay, postpone or attempt to discourage the
consummation of the transactions contemplated by the Reorganization Agreement or
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of Tritel under the Reorganization Agreement which
would materially and adversely affect TeleCorp or Tritel or their respective
abilities to consummate the transactions contemplated by the Reorganization
Agreement. Messrs. Martin and Mounger granted an irrevocable limited proxy to
the President and Secretary of TeleCorp in connection with the foregoing.
***TeleCorp and the executive officers and directors of TeleCorp expressly
disclaim beneficial ownership of the noted shares.
<PAGE>
Item 1. Security and Issuer.
The classes of equity securities to which this statement relates are the
Class A Voting Common Stock, par value $0.01 per share (the "Class A Common
Stock") and the Voting Preference Common Stock (the "Voting Preference Stock")
of Tritel, Inc. ("Tritel"), a Delaware corporation (the "Issuer"). The
principal executive offices of Tritel are located at 111 E. Capitol Street,
Suite 500, Jackson, Mississippi 39201.
Item 2. Identity and Background.
This statement is filed on behalf of TeleCorp PCS, Inc. ("TeleCorp"), a
Delaware corporation that provides personal communication services, and has its
principal business and principal office located at 1010 N. Glebe Road, Suite
800, Arlington, Virginia 22201.
The name, business address, present principal occupation or employment and
citizenship of each director and executive officer of TeleCorp are set forth in
Annex A hereto and are incorporated herein by reference.
(d) During the last five years, neither TeleCorp nor any executive officer
or director of TeleCorp has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanor).
(e) During the last five years, neither TeleCorp nor any executive officer
or director of TeleCorp has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
TeleCorp, Tritel and AT&T Wireless Services Inc., a Delaware corporation,
entered an Agreement and Plan of Reorganization and Contribution (the
"Reorganization Agreement"), dated as of February 28, 2000. To induce TeleCorp
to enter into the Reorganization Agreement, E.B. Martin Jr. and William Mounger,
II (each a "Stockholder", and together, the "Stockholders") executed a Voting
Agreement (attached hereto as Exhibit 10.1, the "Voting Agreement"), dated as of
February 28, 2000, among the Stockholders, Tritel and TeleCorp. By executing
the Voting Agreement, the Stockholders agreed to vote the voting securities of
Tritel beneficially owned by them (a) in favor of the approval of the
transactions contemplated by the Reorganization Agreement, and (b) against (i)
approval of any proposal made in opposition to or in competition with the
transactions contemplated by the Reorganization Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of Tritel or any of its subsidiaries, with or
involving any party other than as contemplated by the Reorganization Agreement,
(iii) any liquidation or winding up of Tritel, (iv) any extraordinary dividend
by Tritel, (v) any change in the capital structure of Tritel, (other than
pursuant to the Reorganization Agreement) and (vi) any other action that may
reasonably be expected to impede, interfere with, delay, postpone or attempt to
discourage the consummation of the transactions contemplated by the
Reorganization Agreement or result in a breach of any of the covenants,
representations, warranties or other obligations or agreements of Tritel under
the Reorganization Agreement which would materially and adversely affect
TeleCorp or Tritel or their respective abilities to consummate the transactions
contemplated by the Reorganization Agreement. Pursuant to the Voting Agreement
each stockholder granted an irrevocable limited proxy to the President and
Secretary of TeleCorp in connection with the foregoing.
The purpose of the transaction was to assure the necessary approval by the
stockholders of Tritel of the transactions contemplated by the Reorganization
Agreement. The securities of Tritel subject to the Voting Agreement constitute
a majority of the outstanding voting securities of Tritel.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) and (b)
As a result of the Voting Agreement, TeleCorp Beneficially owns
7,148,160.22 shares of the Class A Common Stock representing 7.3% of the
outstanding shares of the Class A Common Stock and 6 shares of the Voting
Preference Stock representing 100% of the outstanding shares of the Voting
Preference Stock. With respect to the matters described in Item 4, TeleCorp has
the sole power to vote or direct the vote of the shares specified in Item 5.
Notwithstanding the foregoing, TeleCorp disclaims any beneficial ownership of
such shares.
Mr. Scott Anderson beneficially owns 420 shares of the Class A Common Stock
and has been granted options to purchase 15,000 shares of the Class A Common
Stock, of which 20% have vested to date. Mr. Anderson has the sole power to vote
or to direct the vote and to dispose or direct the disposition of the shares of
the Class A Common Stock owned by Mr. Anderson.
(c) None.
(d) With respect to the shares of capital stock of Tritel which are the
subject of this filing, E.B. Martin, Jr., William M. Mounger, and Mr. Anderson,
as applicable, have the right to receive dividends with respect to such stock
owned by each.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
TeleCorp, Tritel and AT&T Wireless Services Inc., a Delaware corporation,
entered the Reorganization Agreement. To induce TeleCorp to enter into the
Reorganization Agreement, E.B. Martin Jr. and William Mounger, II (each a
"Stockholder", and together, the "Stockholders") executed the Voting Agreement.
By executing the Voting Agreement, the Stockholders agreed to vote the voting
securities of Tritel beneficially owned by them (a) in favor of the approval of
the transactions contemplated by the Reorganization Agreement, and (b) against
(i) approval of any proposal made in opposition to or in competition with the
transactions contemplated by the Reorganization Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of Tritel or any of its subsidiaries, with or
involving any party other than as contemplated by the
<PAGE>
Reorganization Agreement, (iii) any liquidation or winding up of Tritel, (iv)
any extraordinary dividend by Tritel, (v) any change in the capital structure of
Tritel, (other than pursuant to the Reorganization Agreement) and (vi) any other
action that may reasonably be expected to impede, interfere with, delay,
postpone or attempt to discourage the consummation of the transactions
contemplated by the Reorganization Agreement or result in a breach of any of the
covenants, representations, warranties or other obligations or agreements of
Tritel under the Reorganization Agreement which would materially and adversely
affect TeleCorp or Tritel or their respective abilities to consummate the
transactions contemplated by the Reorganization Agreement.
Additionally, by executing the Voting Agreement, (a) E.B. Martin Jr. agreed
that (other than pursuant to the Reorganization Agreement) he will not, and will
not agree to, sell, assign, dispose of, encumber, mortgage, hypothecate or
otherwise transfer any share of Class A Common Stock, Class C Common Stock or
Voting Preference Stock of Tritel owned by him, and (b) William M. Mounger, II
agreed that (other than pursuant to the Reorganization Agreement) he will not,
and will not agree to, sell, assign, dispose of, encumber, mortgage, hypothecate
or otherwise transfer any share of Class A Common Stock, Class C Common Stock,
Class D Common Stock or Voting Preference Stock of Tritel owned by him directly
or indirectly.
TeleCorp intends to consummate the business combination with Tritel as soon
as all conditions to consummation specified in the Reorganization Agreement are
satisfied. It is currently contemplated that the closing will occur in the
fourth quarter of 2000.
Except as set forth in Items 3, 4, 5 and 6, neither TeleCorp nor, to the
best knowledge of TeleCorp, any of its directors or executive officers has any
contracts, arrangements, understanding or relationships (legal or otherwise)
with any other person with respect to any securities of Tritel.
Item 7. Material to be Filed as Exhibits.
The exhibits are incorporated herein by reference.
Exhibit Description
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10.1 Tritel Inc. Voting Agreement, dated as of February 28, 2000,
among Tritel, Inc., TeleCorp PCS, Inc., E.B. Martin Jr. and
William M. Mounger, II.
<PAGE>
ANNEX A
Gerald T. Vento, Chief Executive Officer and Chairman
c/o TeleCorp, 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201
Principal Occupation: Chief Executive Officer and Chairman of TeleCorp
Citizenship: United States
Thomas H. Sullivan, Executive Vice President, Chief Financial Officer and
Director
c/o TeleCorp, 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201
Principal Occupation: Executive Vice President, Chief Financial Officer and
Director of TeleCorp
Citizenship: United States
Julie A. Dobson, Vice President and Chief Operating Officer
c/o TeleCorp, 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201
Principal Occupation: Vice President and Chief Operating Officer of TeleCorp
Citizenship: United States
Scott Anderson, Director
c/o TeleCorp, 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201
Principal Occupation: Principal in Cedar Grove Partners and Principal in Cedar
Grove Investments
Citizenship: United States
Rohit M. Desai, Director
540 Madison Avenue, 36th Floor, New York, New York 10022
Principal Occupation: Chairman, President and Chief Investment Officer of Desai
Capital Management Incorporated
Citizenship: United States
Michael R. Hannon, Director
c/o CB Capital Investors, L.P., 380 Madison Avenue, 12th floor, New York, New
York 10017
Principal Occupation: General Partner of Chase Capital Partners
Citizenship: United States
James M. Hoak, Director
c/o Hoak Communications Partners, L.P., One Galleria Tower, 13355 Noel Road,
Suite 1050, Dallas, Texas 75240
Principal Occupation: Chairman and Principal of Hoak Capital Corporation
Citizenship: United States
Mary Hawkins-Key, Director
c/o AT&T Wireless PCS, LLC 7277 164th Avenue, N.E., Redmond, Washington 98052
Principal Occupation: Senior Vice President of Partnership Operations for AT&T
Wireless
Citizenship: United States
William Kussell, Director
c/o TeleCorp, 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201
Principal Occupation: President of Dunkin' Donuts marketing office
Citizenship: United States
Michael Schwartz, Director
c/o AT&T Wireless PCS, LLC 7277 164th Avenue, N.E., Redmond, Washington 98052
Principal Occupation: Vice President in AT&T's Acquisitions and Development
Group
Citizenship: United States
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 9, 2000
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(Date)
/s/ Thomas H. Sullivan
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(Signature)
Executive Vice President and Chief
Financial Officer
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(Name/Title)
The statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name of any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention: Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
<PAGE>
EXHIBIT 10.1
Execution Copy
VOTING AGREEMENT
Agreement dated as of February 28, 2000 among each of the shareholders
listed on the signature pages hereto (each, a "Shareholder") of Tritel, Inc., a
Delaware corporation ("Mississippi"), Mississippi and TeleCorp PCS, Inc., a
Delaware corporation ("Virginia").
(A) Virginia, Mississippi and certain other parties are parties to an
Agreement and Plan of Reorganization and Contribution dated as of the date
hereof (the "Reorganization Agreement"). Capitalized terms used herein and not
otherwise defined shall have the meaning assigned such terms in the
Reorganization Agreement.
(B) Each of Virginia and Mississippi agreed to enter into the
Reorganization Agreement on the condition that the parties hereto enter into
this Voting Agreement.
Accordingly, the parties hereto agree as follows:
1. Representations and Warranties of Each Shareholder. Each
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Shareholder hereby represents and warrants, severally and not jointly, to
Virginia and Mississippi as follows (with respect to itself only):
(a) Title. As of the date hereof, each Shareholder beneficially
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owns the amount and class of capital stock of Mississippi set forth after such
Shareholder's name on Exhibit A attached hereto (with respect to each
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Shareholder, the capital stock specified after such Shareholder's name on
Exhibit A hereto shall be referred to herein as the "Shares").
(b) Right to Vote. As of the date hereof and as of the date of the
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Mississippi Stockholder Meeting, except for this Agreement or as otherwise
permitted by this Agreement, each Shareholder has full legal power, authority
and right to vote all Shares, to the extent the Shares carry rights to vote
thereon, in favor of the Mississippi Proposals without the consent or approval
of, or any other action on the part of, any other person or entity. Without
limiting the generality of the foregoing, except for this Agreement or as
otherwise permitted by this Agreement or as disclosed in Schedule 1 hereto, each
Shareholder has not entered into any voting agreement with any person or entity
with respect to any Shares, granted any person or entity any proxy (revocable or
irrevocable) or power of attorney with respect to any Shares, deposited any
Shares in a voting trust or entered into any arrangement or agreement with any
person or entity limiting or affecting its legal power, authority or right to
vote the Shares in favor of the Mississippi Proposals. From and after the date
hereof, except as otherwise permitted by this Agreement, each Shareholder will
not commit any act that could restrict or otherwise affect such legal power,
authority and right to vote all Shares, to the extent the Shares carry the right
to vote thereon, in favor of the Mississippi Proposals. Without limiting the
generality of the foregoing, except as otherwise permitted by this Agreement,
from and after the date hereof, each Shareholder will not enter into any voting
agreement with any person or entity with respect to any of the Shares, grant any
person or entity any proxy (revocable or irrevocable) or power of attorney with
respect to any of the Shares, deposit any of the Shares in a voting trust or
otherwise enter into any agreement or arrangement limiting or affecting such
Shareholder's legal power,
<PAGE>
authority or right to vote the Shares in favor of the approval of the
Mississippi Proposals (other than this Agreement).
(c) Authority. Each Shareholder has full legal power, authority and
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right to execute and deliver, and to perform his obligations under, this
Agreement. This Agreement has been duly and validly executed and delivered by
each Shareholder and constitutes a valid and binding agreement of each
Shareholder enforceable against each Shareholder in accordance with its terms,
subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or
hereafter in effect relating to or affecting creditors rights generally and (ii)
general principles of equity (regardless of whether considered in a proceeding
at law or in equity).
(d) Conflicting Instruments; No Transfer. Neither the execution and
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delivery of this Agreement nor the performance by each Shareholder of his
agreements and obligations hereunder will result in any breach or violation of
or be in conflict with or constitute a default under any term of any agreement,
judgment, injunction, order, decree, law, regulation or arrangement to which
such Shareholder is a party or by which such Shareholder (or any of his assets)
is bound, except for any such breach, violation, conflict or default which,
individually or in the aggregate, would not impair or adversely affect such
Shareholder's ability to perform its obligations under this Agreement.
2. Restriction on Transfer. Each Shareholder agrees that (other
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than pursuant to the Reorganization Agreement) he will not, and will not agree
to, sell, assign, dispose of, encumber, mortgage, hypothecate or otherwise
transfer (collectively, "Transfer') any Shares, including, without limitation,
tendering any of the shares in a tender offer.
3. Agreement to Vote of Each Shareholder. Each Shareholder hereby
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irrevocably and unconditionally agrees to vote or to cause to be voted all
Shares, to the extent the Shares carry the right to vote thereon, at the
Mississippi Stockholders Meeting and at any other annual or special meeting of
shareholders of Mississippi where any such proposal is submitted (a) in favor of
the Mississippi Proposals and (b) against (i) approval of any proposal made in
opposition to or in competition with the transactions contemplated by the
Reorganization Agreement, (ii) any merger, consolidation, sale of assets,
business combination, share exchange, reorganization or recapitalization of
Mississippi or any of its subsidiaries, with or involving any party other than
as contemplated by the Reorganization Agreement, (iii) any liquidation or
winding up of Mississippi, (iv) any extraordinary dividend by Mississippi, (v)
any change in the capital structure of Mississippi (other than pursuant to the
Reorganization Agreement) and (vi) any other action that may reasonably be
expected to impede, interfere with, delay, postpone or attempt to discourage the
consummation of the transactions contemplated by the Reorganization Agreement or
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of Mississippi under the Reorganization Agreement
which would materially and adversely affect Virginia or Mississippi or their
respective abilities to consummate the transactions contemplated by the
Reorganization Agreement.
4. Granting of Proxy. In furtherance of the terms and provisions of
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this Agreement, each Shareholder hereby grants an irrevocable proxy (subject to
Section 10(b)), coupled with an interest, to the President and Secretary of
Virginia to vote all Shares beneficially
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<PAGE>
owned by such Shareholder in favor of the approval of the Mississippi Proposals
and against any of the matters specified in clause (b) of Section 3. Each
Shareholder hereby ratifies and approves of each and every action taken by
Virginia pursuant to the foregoing proxy. Notwithstanding the foregoing, if
requested by Virginia, each Shareholder will execute and deliver applicable
proxy material in furtherance of the provisions of Section 3.
5. Action in Shareholder Capacity Only. Each Shareholder makes no
-----------------------------------
agreement or understanding herein as director or officer of Mississippi. Each
Shareholder signs solely in his capacity as a record holder and beneficial owner
of the Shares, and nothing herein shall limit or affect any actions taken in his
capacity as an officer or director of Mississippi.
6. Invalid Provisions. If any provision of this Agreement shall be
------------------
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
it affecting the remaining provisions of this Agreement.
7. Executed in Counterparts. This Agreement may be executed in
------------------------
counterparts each of which shall be an original with the same effect as if the
signatures hereto and thereto were upon the same instrument.
8. Specific Performance. The parties hereto agree that if for any
--------------------
reason any Shareholder fails to perform any of his agreements or obligations
under this Agreement irreparable harm or injury to Virginia and Mississippi
would be caused with respect to which money damages would not be an adequate
remedy. Accordingly, each Shareholder agrees that, in seeking to enforce this
Agreement against each Shareholder, each of Virginia and Mississippi shall be
entitled, in addition to any other remedy available at law, equity or otherwise,
to specific performance and injunctive and other equitable relief.
9. Governing Law; Submission to Jurisdiction. The Agreement shall
-----------------------------------------
be governed by, and construed and enforced in accordance with, the domestic laws
of the State of Delaware without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware. Each of the parties hereto irrevocably agrees
that any legal action or proceeding with respect to this Agreement or for
recognition and enforcement of any judgment in respect hereof brought by the
other party hereto or its successors or assigns may be brought and determined in
the courts of the State of Delaware, and each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the nonexclusive
jurisdiction of the aforesaid courts. Each of the parties hereto hereby
irrevocably waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any action or proceeding with respect to this
Agreement, (a) any claim that it is not personally subject to the jurisdiction
of the above-named courts for any reason, (b) that it or its property is exempt
or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of judgment, execution of
judgment, or otherwise), and (c) to the fullest extent permitted by the
applicable law, that (i) the suit, action or proceeding in such court is brought
in an inconvenient forum, (ii) the venue of such suit, action or proceeding
-3-
<PAGE>
is improper and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts.
10. Amendments; Termination. (a) This Agreement may not be modified,
-----------------------
amended, altered or supplemented, except upon the execution and delivery of a
written agreement executed by all parties hereto.
(b) The provisions of this Agreement shall terminate upon the
earliest to occur of (i) the consummation of the Mergers, and (ii) the date
which is two years after the date hereof and (iii) the termination of the
Reorganization Agreement.
(c) For purposes of this Agreement, the term "Reorganization
Agreement" includes the Reorganization Agreement, as the same may be modified or
amended from time to time.
11. Additional Shares. If, after the date hereof, any Shareholder
-----------------
acquires beneficial ownership of any additional shares of capital stock of
Mississippi (any such shares, "Additional Shares"), including, without
limitation, upon exercise of any option, warrant or right to acquire Shares of
capital stock of Mississippi or through any stock dividend or stock split, the
provisions of this Agreement applicable to the Shares shall be applicable to
such Additional Shares as if such Additional Shares had been Shares as of the
date hereof. The provisions of the immediately preceding sentence shall be
effective with respect to Additional Shares without action by any person or
entity immediately upon the acquisition by any Shareholder of beneficial
ownership of such Additional Shares.
12. Successors and Assigns. The provisions of this Agreement shall
----------------------
be binding upon and inure to the benefit of the parties hereto and their
respective legal successors (including, in the case of any Shareholder or any
other individual, any executors, administrators, estates, legal representatives
and heirs of such Shareholder or such individual) and permitted assigns;
provided, however, that, except as otherwise provided in this Agreement, no
- -------- -------
party may assign, delegate or otherwise transfer any of its rights or
obligations, under this Agreement, without the consent of Virginia and
Mississippi, in the case of any Shareholder, the Shareholders and Mississippi,
in the case of Virginia, and the Shareholders and Virginia in the case of
Mississippi. Without limiting the scope or effect of the restrictions on
Transfer set forth in Section 2 hereof, each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to the Shares and shall be
binding upon any person or entity to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this 28 day of February, 2000.
Tritel, Inc.
By: _________________________
Name: ___________________
Title: __________________
TeleCorp PCS, Inc.
By: _________________________
Name: ___________________
Title: __________________
E.B. Martin, Jr.
By: _________________________
Name: ___________________
Title: __________________
William M. Mounger, II
By: _________________________
Name: ___________________
Title: __________________
<PAGE>
EXHIBIT A
Shareholder Name Amount and Class of Shares
---------------- --------------------------
E.B. Martin Jr. Class A Common 2,384,544
Class C Common 690,224
Voting Preference 3
Shareholder Name Amount and Class of Shares
---------------- --------------------------
William M. Mounger, II Class A Common 2,384,544 (directly)
Class A Common 2,379,072.22 (indirectly
through a trust, Trillium
PCS, and M3, LLC)
Class C Common 690,224
Class D Common 148,598.04 (indirectly
through Trillium PCS and
M3, LLC)
Voting Preference 3
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Note: Mounger has a controlling interest in Trillium PCS, LLC and M3, LLC.
<PAGE>
SCHEDULE 1
The Stockholders' Agreement, dated as of January 7, 1999, by and among
Tritel, Inc., William M. Mounger, II, E.B. Martin, Jr. and the other
stockholders named therein.
