<PAGE>
As filed with the Securities and Exchange Commission on October 13, 1999
Registration No. 333-81313
Registration No. 333-81313-01
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________
AMENDMENT NO. 6
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
TeleCorp PCS, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 54-1872248
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
______________
TeleCorp Communications, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4812 52-2105807
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
______________
1010 N. Glebe Road
Suite 800
Arlington, VA 22201
(703) 236-1100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________
Thomas H. Sullivan, P.C.
Executive Vice President and Chief Financial Officer
TeleCorp PCS, Inc.
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(703) 236-1122
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________
Copies to:
Dov T. Schwell, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza
New York, NY 10020
(212) 547-5400
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
___________________________________
The Registrant hereby amends this Registration Statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall then become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on the date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
This Amendment No. 6 is being filed solely for the purpose of filing the
exhibits indicated in Part II.
ii
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify the person serving in that capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor,
against expenses actually and reasonably incurred by the person in connection
with the defense or settlement of the action or suit if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which the person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Delaware Court of Chancery or the court in which the action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses which the Court of
Chancery or other court shall deem proper. The provisions regarding
indemnification and advancement of expenses under Section 145 of the DGCL shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, stockholders' or disinterested directors' vote or otherwise.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the provision
shall not eliminate or limit the liability of a director: (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividends and unlawful stock purchase and redemption); or
(iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 145(e) of the DGCL, our Third Amended and Restated
Certificate of Incorporation and our Amended and Restated Laws provide that we
shall indemnify our directors and officers, and, to the extent our board at any
time authorizes, incorporators, employees or agents, as such, to the fullest
extent permitted by applicable law, and that expenses reasonably incurred by any
officer or director or other person entitled to indemnification in connection
with a threatened or actual action or proceeding shall be advanced or promptly
reimbursed by us in advance of the final disposition of the action or
proceeding, provided that, if required to do so under the DGCL, we receive an
undertaking by or on behalf of the officer or director or other person to repay
the amount if and to the extent that it is ultimately determined by final
judicial decision from which there is no further right of appeal that the
officer or director or other person is not entitled to indemnification. Our
Third Amended and Restated Certificate of Incorporation provides that the rights
are not exclusive.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) The following exhibits are, unless indicated below, filed herewith.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of
TeleCorp PCS, Inc.
3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company,
Inc.
3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998,
of TeleCorp Operating Company, Inc.
3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation,
filed August 27, 1999, of TeleCorp PCS, Inc.
3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999,
of TeleCorp PCS, Inc.
3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc.
3.3 Bylaws of TeleCorp Communications, Inc.
4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as
trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated
Discount Notes due 2009
5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being
registered
10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent
Technologies, Inc., dated as of May 11, 1998
10.2 General Agreement for Purchase of PCS Systems and Services by and between
TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as
amended
10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS
Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and
Management Stockholders identified, dated as of January 23, 1998
10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T
Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998
10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999
10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS,
Inc., dated as of July 17, 1998
10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of May 25, 1999
10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc.
and TeleCorp PCS, Inc., dated as of July 17, 1998
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999
10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services,
Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the
Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities
(USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation
Agent, dated as of July 17, 1998 (the "Credit Agreement")
10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of
December 18, 1998
10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999
10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999
10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999
10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999
10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999
10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999
10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc.
and certain Cash Equity Investors identified in, dated as of March 22, 1999
10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999.
10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999.
10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999.
10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999.
10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding
Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999
10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico
Acquisition Corp. and certain Management Stockholders and Cash Equity Investors,
dated as of March 30, 1999
10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp
Communications, Inc., dated as of December 21, 1998
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS
Inc. and TeleCorp PCS, Inc.
10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II,
LLC and TeleCorp PCS, Inc.
10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000,
Inc. and TeleCorp PCS, Inc.
10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders,
and TeleCorp PCS, Inc.
10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999
10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT
Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
Communications, Inc.
10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among
Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR
Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the
Management Stockholders.
10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Steven Chandler.
10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Steven Chandler.
10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Julie Dobson.
10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Julie Dobson.
10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc.,
TeleCorp Communications, Inc. and Robert Dowski.
10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp
PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T
Wireless PCS, Inc., TWR Cellular Inc. and other stockholders.
10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp
Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co, L.L.C.
10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999.
10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999.
12.1 Statement re: computation of ratios.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
21.1 Subsidiaries of TeleCorp PCS, Inc.
23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of PricewaterhouseCoopers, LLP
23.5 Consent of PricewaterhouseCoopers, LLP
24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page)
25.1 Statement of Eligibility of trustee on Form T-1
27.1 Financial Data Schedule
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Exchange Agent Agreement
</TABLE>
________________
* Filed herewith.
II-5
<PAGE>
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment) which, individually or in the aggregate, represent a
fundamental change in the information described in the registration
statement. In spite of the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC under Rule 424(b) if , in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price described in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the registration.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering.
(c) To respond to requests for information that is incorporated by
reference into the prospectus under Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved, that was not
the subject of and included in the registration statement when it became
effective.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant under the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against the liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
persons of the registrant in the successful defense of any action suit or
proceeding) is asserted by the director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether the
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of the
issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 6 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Arlington, Commonwealth of Virginia, on October 12, 1999.
TELECORP PCS, INC.
By: /s/ Gerald T. Vento
--------------------
Gerald T. Vento
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
6 to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
October 12, 1999 By: /s/ Gerald T. Vento
----------------------
Gerald T. Vento
Chief Executive Officer and Chairman
(Principal Executive Officer)
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Thomas H. Sullivan
Executive Vice President, Chief
Financial Officer and Director (Principal
Financial and Accounting Officer)
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Michael R. Hannon
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-----------------------
Scott Anderson
Director
, 1999 By:
-------------------------
Rohit M. Desai
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-----------------------
Gary S. Fuqua
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
James M. Hoak
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Mary Hawkins-Key
Director
II-7
<PAGE>
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
William Kussell
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
--------------------------
William Laverack, Jr.
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Joseph O'Donnell
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
Michael Schwartz
Director
October 12, 1999 By: /s/ Thomas H. Sullivan
-------------------------
James F. Wade
Director
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Amendment No. 6 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Arlington, Commonwealth of Virginia, on October 12, 1999.
TELECORP COMMUNICATIONS, INC.
By: /s/ Gerald T. Vento
-------------------
Gerald T. Vento
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment No.
6 to the registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
October 12, 1999 By: /s/ Gerald T. Vento
---------------
Gerald T. Vento
Chief Executive Officer and Director
(Principal Executive Officer)
October 12, 1999 By: /s/ Thomas H. Sullivan
----------------------
Thomas H. Sullivan
President,Secretary, Treasurer
and Director
(Principal Financial and
Accounting Officer)
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of
TeleCorp PCS, Inc.
3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company,
Inc.
3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998,
of TeleCorp Operating Company, Inc.
3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc.
3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation,
filed August 27, 1999, of TeleCorp PCS, Inc.
3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999,
of TeleCorp PCS, Inc.
3.3 Bylaws of TeleCorp Communications, Inc.
4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as
trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated
Discount Notes due 2009
5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being
registered
10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent
Technologies, Inc., dated as of May 11, 1998
10.2 General Agreement for Purchase of PCS Systems and Services by and between
TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as
amended
10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS
Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and
Management Stockholders identified, dated as of January 23, 1998
10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T
Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998
10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999
10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS,
Inc., dated as of July 17, 1998
10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and
TeleCorp PCS, Inc., dated as of May 25, 1999
10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc.
and TeleCorp PCS, Inc., dated as of July 17, 1998
10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999
10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services,
Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the
Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities
(USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation
Agent, dated as of July 17, 1998 (the "Credit Agreement")
10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of
December 18, 1998
10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999
10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999
10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999
10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999
10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999
10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999
10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc.
and certain Cash Equity Investors, dated as of March 22, 1999
10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999.
10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999.
10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999.
10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T
Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999.
10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding
Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999
10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico
Acquisition Corp. and certain Management Stockholders and Cash Equity Investors,
dated as of March 30, 1999
10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp
Communications, Inc., dated as of December 21, 1998
10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS
Inc. and TeleCorp PCS, Inc.
10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T
Wireless PCS Inc. and TeleCorp PCS, Inc.
10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II,
LLC and TeleCorp PCS, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000,
Inc. and TeleCorp PCS, Inc.
10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless
PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders,
and TeleCorp PCS, Inc.
10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999
10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT
Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp
Communications, Inc.
10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among
Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc.,
TeleCorp PCS, Inc. and TeleCorp Communications, Inc.
10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR
Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the
management stockholders.
10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Steven Chandler.
10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Steven Chandler.
10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc.
and Julie Dobson.
10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and
Julie Dobson.
10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc.,
TeleCorp Communications, Inc. and Robert Dowski.
10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp
PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T
Wireless PCS, Inc., TWR Cellular Inc. and other stockholders.
10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp
Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate
License Co, L.L.C.
10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999.
10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999.
12.1 Statement re: computation of ratios
21.1 Subsidiaries of TeleCorp PCS, Inc.
23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers, LLP
23.3 Consent of PricewaterhouseCoopers, LLP
23.4 Consent of PricewaterhouseCoopers, LLP
23.5 Consent of PricewaterhouseCoopers, LLP
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------------ ----------------------------------------------------------------------------------
<C> <S>
24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page)
25.1 Statement of Eligibility of trustee on Form T-1
27.1 Financial Data Schedule
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
99.3 Form of Exchange Agent Agreement
</TABLE>
__________________
* Filed herewith.
<PAGE>
Exhibit 5.1
[Letterhead of McDermott, Will & Emery]
October 13, 1999
TeleCorp PCS, Inc.
TeleCorp Communications, Inc.
1010 N. Glebe Road
Suite 800
Arlington, Virginia 22201
Ladies and Gentlemen:
We have acted as special counsel to you in connection with the issuance,
authentication and delivery of $575.0 million principal amount at maturity of
11-5/8% Senior Subordinated Discount Notes Due 2009 (the "Exchange Notes") of
TeleCorp PCS, Inc. (the "Company") together with the guarantee thereof (the
"Subsidiary Guarantee" and collectively with the Exchange Notes, the
"Securities") by TeleCorp Communications, Inc. (the "Subsidiary Guarantor"), in
exchange for a like amount of 11-5/8% Senior Subordinated Discount Notes Due
2009 (the "Old Notes") of the Company, as contemplated by the Prospectus (the
"Prospectus") included as part of the Registration Statement on Form S-4 (the
"Registration Statement") with respect to the Exchange Notes, which was filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act").
For the purposes of this opinion, we have examined the Registration
Statement and the Prospectus contained therein, the indenture dated as of April
23, 1999 (the "Indenture") between the Company and Bankers Trust Company, as
Trustee (the "Trustee"), the form of the Exchange Notes, the resolutions of the
Board of Directors of the Company dated as of April 19, 1999 and April 22, 1999
and of the Subsidiary Guarantor dated as of April 20, 1999, the authentication
order delivered to you by the Company (the "Authentication Order") and the
certificate executed by officers of the Company and delivered to you (the
"Officers' Certificate"). We have also examined and relied upon the
representations and warranties as to factual matters contained in such documents
and upon originals or copies of such corporate records and other documents and
have reviewed such questions of law as we considered necessary or appropriate
for the purposes of this opinion. In our examination, we have assumed the
authenticity of all documents submitted
<PAGE>
October 13, 1999
Page 2
to us as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies, the genuineness of all
signatures on documents reviewed by us and the legal capacity of natural
persons. As to any facts material to this opinion which we did not independently
establish or verify, we have relied upon statements and representations and
certificates of the Company and its officers and other representatives and of
public officials.
Members of this firm are admitted to the Bar of the State of New York and
we express no opinion as to the applicability of, compliance with or effect of
the law of any jurisdiction other than the federal laws of the United States,
the General Corporation Law of the State of Delaware and any interpretive
caselaw and regulations thereunder and the laws of the State of New York.
Based on such examination and review, we are of the opinion that:
1. The issuance of the Exchange Notes has been duly authorized by
the Company and the Subsidiary Guarantee has been duly authorized
by the Subsidiary Guarantor;
2. When (i) authenticated by the Trustee in accordance with the
provisions of the Indenture, (ii) duly executed by the Company,
and (iii) issued and delivered in exchange for Old Notes in
accordance with the terms of the exchange offer, the Exchange
Notes will be legally issued and will constitute the valid and
legally binding obligation of the Company, enforceable against
the Company in accordance with their terms; and
3. When the Exchange Notes are (i) authenticated by the Trustee in
accordance with the provisions of the Indenture, (ii) duly
executed by the Company, and (iii) issued and delivered in
exchange for Old Notes in accordance with the terms of the
exchange offer, the Subsidiary Guarantee will constitute the
valid and legally binding obligation of the Subsidiary Guarantor,
enforceable against the Subsidiary Guarantor in accordance with
its terms.
The opinions contained herein are subject in each case to the following
qualifications:
A. enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter existing affecting creditors'
rights generally and by general principles of equity (regardless
of whether enforcement is sought in equity or at law); and
B. we express no opinion as to the enforceability of any rights to
contribution or indemnification provided for in the Securities
which are violative of the public policy underlying any law, rule
or regulation (including any federal or state securities law,
rule or regulation).
<PAGE>
October 13, 1999
Page 3
To the extent that the obligations of the Company or the Subsidiary
Guarantor under the Indenture may be dependent upon the following matters, we
have assumed for purposes of this opinion that (i) the Trustee is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the Indenture, (ii) the Indenture has been duly authorized,
executed and delivered by and constitutes the legal, valid and binding
obligation of the Trustee, (iii) the Trustee is in compliance, generally and
with respect to acting as Trustee, under the Indenture, with all applicable laws
and regulations, and (iv) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations of the Securities and Exchange Commission thereunder.
This opinion is limited to the matters expressly set forth herein and no
opinion is implied or may be inferred beyond the matters expressly so stated.
This opinion is given as of the date hereof and we do not undertake any
liability or responsibility to inform you of any change in circumstances
occurring, or additional information becoming available to us, after the date
hereof which might alter the opinions contained herein.
Very truly yours,
/s/ McDermott, Will & Emery
