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
TeleCorp PCS, Inc.
(Name of Issuer)
Class A Voting Common Stock, par value $0.01 per share and Voting
Preference Common Stock
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(Title of Class of Securities)
879299 105
(CUSIP Number)
E. B. Martin, Jr.
Executive Vice President and Chief Financial Officer
Tritel, Inc.
111 E. Capitol St., Suite 500
Jackson, MS 39201
(601) 914-8000
(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 7 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).
<TABLE>
<CAPTION>
<S> <C>
1 NAMES OF REPORTING PERSONS: Tritel, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 64-089417
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF
SHARES
BENEFICIALLY 7 SOLE VOTING POWER**: 7,703,340 shares of Class A Voting Common Stock
OWNED BY representing 8.9% of the outstanding shares of the Class A Voting Common
EACH Stock and 3090 shares of Voting Preference Common Stock representing 100%
REPORTING of the outstanding shares of the Voting Preference Common Stock
PERSON WITH
8 SHARED VOTING POWER**:
9 SOLE DISPOSITIVE POWER: None
10 SHARED DISPOSITIVE POWER: None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,703,340 shares of Class A Voting Common Stock; 3090 shares of Voting Preference Common
Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 8.9% of the outstanding
shares of the Class A Voting Common Stock; 100% of the outstanding shares of the
Voting Preference Common Stock
14 TYPE OF REPORTING PERSON*: CO
</TABLE>
* SEE INSTRUCTIONS
** Pursuant to a Voting Agreement, dated as of February 28, 2000, Thomas H.
Sullivan and George T. Vento, stockholders of TeleCorp PCS, Inc. ("TeleCorp"),
agreed to vote the voting securities of TeleCorp 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 Tritel, Inc. ("Tritel"), TeleCorp 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
TeleCorp 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 TeleCorp, (iv) any extraordinary dividend by TeleCorp, (v) any change in
the capital structure of TeleCorp, (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 TeleCorp 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. Sullivan and Vento granted an irrevocable
limited proxy to the President and Secretary of Tritel in connection with the
foregoing. Tritel and the Officers and Directors of TeleCorp expressly
disclaim beneficial ownership of the noted shares.
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 TeleCorp PCS, Inc. ("TeleCorp"), a Delaware corporation (the
"Issuer"). The principal executive offices of TeleCorp are located at 1010 N.
Globe Road, Suite 800, Arlington, VA 22201.
Item 2. Identity and Background.
This statement is filed on behalf of Tritel, Inc. ("Tritel"), a
Delaware corporation that provides personal communication services, and has
its principal business and principal office located at 111 E. Capitol Street,
Suite 500, Jackson, MS 39201.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Tritel
are set forth in Annex A hereto and are incorporated herein by reference.
(d) During the last five years, neither Tritel nor any executive
officer or director of Tritel has been has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanor).
(e) During the last five years, neither Tritel nor any executive
officer or director of Tritel 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
Tritel to enter into the Reorganization Agreement, Thomas H. Sullivan and
Gerald T. Vento (each a "Stockholder", and together, the "Stockholders")
executed a Voting Agreement (attached hereto a 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 TeleCorp 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 TeleCorp 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 TeleCorp, (iv) any extraordinary dividend by TeleCorp, (v) any change in
the capital structure of TeleCorp, (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 TeleCorp 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 Tritel
in connection with the foregoing.
The purpose of the transaction was to assure the necessary approval
by the stockholders of TeleCorp of the transactions contemplated by the
Reorganization Agreement. The securities of TeleCorp subject to the Voting
Agreement constitute a majority of the outstanding voting securities of
TeleCorp.
Item 5. Interest in Securities of the Issuer.
(a) and (b)
Tritel beneficially owns 7,703,340 shares of the Class A Common Stock
representing 8.9% of the outstanding shares of the Class A Common Stock and
3,090 shares of the Voting Preference Stock representing 100% of the
outstanding shares of the Voting Preference Stock. Concerning the matters
described in Item 4, Tritel has the sole power to vote or direct the vote of
the shares specified in Item 5(a).
Mr. Scott Anderson owns 499,789 shares of Class A Common Stock which
consists of 492,064 shares of class A common stock held by TeleCorp Investment
Corp. II, L.L.C., of which Cedar Grove Partners, LLC owns 4.49%, and vested
options to purchase 7,725 shares of class A common stock held by Mr. Anderson.
Mr. Anderson is a principal of Cedar Grove Partners, LLC. This amount does not
include 11,366 shares of class D common stock held by TeleCorp Investment
Corp. II, L.L.C. and unvested options to purchase 23,175 shares of class A
common stock which will not be vested or exerciseable within 60 days. The
shares of class D common stock will convert into shares of class A common
stock on a one for one basis upon the lifting of certain FCC restrictions.
This is not anticipated to occur within the next 60 days.
Tritel and the executive officers and directors of Tritel expressly
disclaim beneficial ownership of the noted shares.
(c) None.
(d) With respect to the shares of capital stock of TeleCorp which
are the subject of this filing, Thomas H. Sullivan, Gerald T. Vento, 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 an Agreement and Plan of Reorganization and Contribution,
dated as of February 28, 2000. To induce TeleCorp to enter into the
Reorganization Agreement, Thomas H. Sullivan and Gerald T. Vento (each a
"Stockholder", and together, the "Stockholders") executed a Voting Agreement
(attached hereto a 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 TeleCorp
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 TeleCorp 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 TeleCorp, (iv) any extraordinary dividend by
TeleCorp, (v) any change in the capital structure of TeleCorp, (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 TeleCorp
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) Thomas H.
Sullivan 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, Voting Preference Common Stock, Series C
Preferred Stock or Series E Preferred Stock of TeleCorp owned by him, and (b)
Gerald T. Vento 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, Voting Preference
Stock, Series C Preferred Stock or Series E Preferred Stock of TeleCorp owned
by him directly or indirectly.
Tritel intends to consummate the business combination with TeleCorp
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 Tritel, 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 TeleCorp.
Item 7. Material to be Filed as Exhibits.
The exhibits are incorporated herein by reference.
Exhibit Description
10.1 TeleCorp PCS, Inc. Voting Agreement, dated
as of February 28, 2000, among Tritel,
Inc., TeleCorp PCS, Inc., Thomas H.
Sullivan and Gerald T. Vento.
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
-------------
(Date)
/s/ E.B. Martin, Jr.
--------------------
(Signature)
Executive Vice President and
Chief Financial Officer
-----------------------
(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).
ANNEX A
William M. Mounger, II, Chief Executive Officer and Chairman
c/o Tritel, 111 E. Capitol Street, Suite 5000, Jackson, MS 39201
Principal Occupation: Chief Executive Officer and Chairman of Tritel
Citizenship: United States
E. B. Martin, Jr., Executive Vice President, Treasurer, Chief Financial
Officer and Director c/o Tritel, 111 E. Capitol Street, Suite 5000, Jackson,
MS 39201 Principal Occupation: Executive Vice President, Chief Financial
Officer and Director of Tritel Citizenship: United States
William S. Arnett, President and Director
c/o Tritel, 111 E. Capitol Street, Suite 5000, Jackson, MS 39201
Principal Occupation: President and Director of Tritel
Citizenship: United States
Scott Anderson, Director
c/o Tritel, 111 E. Capitol Street, Suite 5000, Jackson, MS 39201
Principal Occupation: Principal in Cedar Grove Partners and Principal in
Cedar Grove Investments
Citizenship: United States
Ann K. Hall, Director
c/o AT&T Wireless PCS, LLC 7277 164th Avenue, N.E., Redmond, Washington 98052
Principal Occupation: Director of Finance, Partnership Markets for
AT&T Wireless
Citizenship: United States
Alex P. Coleman, Director
c/o Dresdner Kleinwort Benson Private Equity LLC
75 Wall St., New York, NY 10005
Principal Occupation: Investment Partner for Dresdner
Citizenship: United States
Gary S. Fuqua, Director
c/o New Centuries Energies
Utility Energy Plaza, 5601 I-40 West, Amarillo, TX 79106-4605
Principal Occupation: President and CEO of Utility Engineering
Citizenship: United States
Andrew Hubregsen, Director
c/o Conseco Private Capital Group, Inc.
745 Fifth Avenue, Suite 2700, New York, NY 10151
Principal Occupation: Senior Vice President for Conseco
Citizenship: United States
David A. Jones, Jr., Director
c/o Chrysallis Ventures, LLC
101 South 5th Street, Suite 1650, Louisville, KY 40202
Principal Occupation: Chairman of Chrysallis
H. Lee Maschmann, Director
c/o AT&T Wireless PCS, LLC
Southwest Regional Office, 5501 LBJ Freeway, 2nd Floor, Mail Stop 233,
Dallas, TX 75240
Principal Occupation: Vice President, Partnership Operations -
Engineering for AT&T Wireless
Citizenship: United States
Elizabeth Nichols, Director
c/o JDN Realty
3814 Cleghorn Avenue, Nashville, TN 37215
Principal Occupation: President of JDN
Citizenship: United States
Kevin Shepard, Director
c/o Triune PCS, LLC
4770 Baseline Road, Suite 380, Boulder CO 80303
Principal Occupation: President of Triune
Citizenship: United States
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
TeleCorp PCS, Inc., a Delaware corporation ("Virginia"), Virginia and Tritel
Inc., a Delaware corporation ("Mississippi").
(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 Mississippi and Virginia 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
Shareholder hereby represents and warrants, severally and not jointly, to
Mississippi and Virginia as follows (with respect to itself only):
(a)Title. As of the date hereof, each Shareholder beneficially
owns the amount and class of capital stock of Virginia set forth after such
Shareholder's name on Exhibit A attached hereto (with respect to each
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 Virginia 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 Virginia 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 Virginia 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 Virginia
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, authority or right to vote the Shares in favor of the approval of the
Virginia Proposals (other than this Agreement).
(c)Authority. Each Shareholder has full legal power, authority
and 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 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
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,
tender any of the shares in a tender offer.
3. Agreement to Vote of Each Shareholder. Each Shareholder
hereby 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
Virginia Stockholders Meeting and at any other annual or special meeting of
shareholders of Virginia where any such proposal is submitted (a) in favor of
the Virginia 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
Virginia 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 Virginia, (iv) any extraordinary dividend by Virginia, (v) any change in
the capital structure of Virginia (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 Virginia 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 the Agreement, each shareholder hereby grants an irrevocable
proxy (Subject to Section 10(b)), coupled with an interest, to the President
and Secretary of Mississippi to vote all Shares beneficially owned by such
Shareholder in favor of the approval of the Virginia 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 Mississippi pursuant
to the foregoing proxy. Notwithstanding the foregoing, if requested by
Mississippi, 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 Virginia. 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 Virginia.
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 Mississippi and
Virginia 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 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 Virginia (any such shares, "Additional Shares"), including, without
limitation, upon exercise of any option, warrant or right to acquire Shares of
capital stock of Virginia 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
Mississippi and Virginia, in the case of any Shareholder, the Shareholders and
Virginia, in the case of Mississippi, and the Shareholders and Mississippi, in
the case of Virginia. 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.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of this 28 day of February, 2000.
TeleCorp PCS, Inc.
By: _________________________
Name: _________________________
Title: _________________________
Tritel, Inc.
By: _________________________
Name: _________________________
Title: _________________________
Gerald T. Vento
By: _________________________
Name: _________________________
Title: _________________________
Thomas H. Sullivan
By: _________________________
Name: _________________________
Title: _________________________
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
Shareholder Name Amount and Class of Shares
---------------- --------------------------
<S> <C> <C>
Gerald T. Vento Class A Common Stock: 4,974,449 (1)
Class C Common Stock: 105,444
Class D Common Stock: 14,503 (2)
Voting Preference Common Stock: 1,545
Series C Preferred Stock: 420
Series E Preferred Stock 11,235
- ---------------
(1) Consists of 492,064 shares of Class A Common Stock held by TeleCorp Investment Corp. II,
L.L.C. (TIC II) and 4,482,385 shares of Class A Common Stock held by Mr. Vento.
Mr. Vento serves as a manager and is a member of TIC II.
(2) Consists of 11,366 shares of Class D Common Stock held by TIC II and 3,137
shares of Class D Common Stock held by Mr. Vento. Mr. Vento is a manager
and a member of TIC II.
</TABLE>
<TABLE>
<CAPTION>
Shareholder Name Amount and Class of Shares
---------------- --------------------------
<S> <C> <C>
Thomas H. Sullivan Class A Common Stock: 3,220,955 (3)
Class C Common Stock: 65,373
Class D Common Stock: 12,065 (4)
Voting Preference Common Stock: 1,545
Series C Preferred Stock: 109
Series E Preferred Stock 6,984
- ---------------
(3) Consists of 492,064 shares of Class A Common Stock held by TIC II and 2,728,891 shares of
Class A Common Stock held by Thomas H. Sullivan. Mr. Sullivan serves as manager and is
the manager of a member of TIC II.
(4) Consists of 11,366 shares of Class D Common Stock held by TIC II and 699
shares of Class D Common Stock held by Mr. Sullivan. Mr. Sullivan serves
as a manager and is the manager of a member of TIC II.
</TABLE>
<PAGE>
SCHEDULE 1
The Stockholders' Agreement, dated as of June 17, 1998, by and among
TeleCorp PCS, Inc., Thomas H. Sullivan, Gerald T. Vento and the other
stockholders named therein.
