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Exhibit 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10 5/8% SENIOR SUBORDINATED NOTES DUE 2010
OF
TeleCorp PCS, Inc.
Pursuant to the Prospectus dated August [ ], 2000
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to tender Old Notes (as defined below) pursuant to the
Exchange Offer (as defined below) described in the prospectus dated August
[ ], 2000 (as the same may be amended or supplemented from time to time, the
"Prospectus") of TeleCorp PCS, Inc., a Delaware corporation (the "Company"), if
(i) certificates for the outstanding 10 5/8% Senior Subordinated Notes due 2010
(the "Old Notes") of the Company are not immediately available, (ii) time will
not permit the Old Notes, the letter of transmittal and all other required
documents to be delivered to Bankers Trust Company (the "Exchange Agent") prior
to 5:00 p.m., New York City time, on [ ], 2000 or such later date and time
to which the Exchange Offer may be extended (the "Expiration Date"), or (iii)
the procedures for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery, or one substantially
equivalent to this form, must be delivered by hand or sent by facsimile
transmission or mail to the Exchange Agent, and must be received by the
Exchange Agent prior to the Expiration Date. See "The Exchange Offer--
Procedures for Tendering" in the Prospectus. Capitalized terms used but not
defined herein shall have the same meaning given them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
Bankers Trust Company
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By Mail: By Overnight Mail or Courier By Hand Delivery:
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Reorganization Unit Corporate Trust & Agency Services Corporate Trust & Agency Services
P.O. Box 292737 Reorganization Unit Attn: Reorganization Department
Nashville, TN 37229-2737 648 Grassmere Park Road Receipt & Delivery Window
Fax: (615) 835-3701 Nashville, TN 37211 123 Washington Street, 1st Floor
Confirm by Telephone New York, NY 10006
(615) 835-3572
Information
1-800-735-7777
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK
OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
NOTICE OF GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the letter of transmittal.
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
letter of transmittal which describes the Company's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of new 10 5/8% Senior
Subordinated Notes due 2010 (the "New Notes") for each $1,000 in principal
amount of Old Notes.
The undersigned hereby tenders to the Company upon the terms and subject to
the conditions set forth in the Prospectus and the related letter of
transmittal, the aggregate principal amount of Old Notes indicated below
pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures."
The undersigned understands that no withdrawal of a tender of Old Notes may
be made on or after the Expiration Date. The undersigned understands that for a
withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at one of its addresses specified on the
cover of this Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Old Notes for New Notes
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent of (1) such Old Notes (or book-entry confirmation of the
transfer of such Old Notes) into the Exchange Agent's account at The Depository
Trust Company ("DTC") and (2) a letter of transmittal (or facsimile thereof)
with respect to such Old Notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the letter of transmittal or, in lieu thereof, a message
from DTC stating that the tendering holder has expressly acknowledged receipt
of, and agreement to be bound by and held accountable under, the letter of
transmittal.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Name(s) of Registered Holder(s): _______________________________________________
(Please Print or Type)
Signature(s): __________________________________________________________________
Address(es): ___________________________________________________________________
Area Code(s) and Telephone Number(s): __________________________________________
If Old Notes will be delivered by book-entry transfer at DTC, insert Depository
Account Number: ________________________________________________________________
Date: __________________________________________________________________________
Certificate Number(s)* Principal Account of Old Notes
Tendered**
_______________________________________
_______________________________________
_______________________________________ _______________________________________
_______________________________________
_______________________________________
* Need not be completed if the Old Notes being tendered are in book-entry
form.
** Must be in integral multiples of $1,000 principal amount.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates
for Old Notes or on a security position listing as the owner of Old Notes, or
by person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
Name(s): _______________________________________________________________________
Signature(s): __________________________________________________________________
Address(es): ___________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE):
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank
or trust company having an office or a correspondent in the United States or
an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, hereby (1) represents that
each holder of Old Notes on whose behalf this tender is being made "own(s)" the
Old Notes covered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (2) represents that such
tender of Old Notes complies with Rule 14e-4 of the Exchange Act and
(3) guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby for exchange
pursuant to the Exchange Offer in proper form for transfer (or a confirmation
of book-entry transfer of such Old Notes into the Exchange Agent's account at
the book-entry transfer facility of DTC) with delivery of a properly completed
and duly executed letter of transmittal (or facsimile thereof), with any
required signature guarantees, or in lieu of a letter of transmittal a message
from DTC stating that the tendering holder had expressly acknowledged receipt
of, and agreement to be bound by and held accountable under, the letter of
transmittal, and any other required documents, all within three New York Stock
Exchange trading days after the date of execution of the Notice of Guaranteed
Delivery.
Name of Firm: ________________________ ______________________________________
Authorized Signature
Address: _____________________________
______________________________________ Name: ________________________________
Zip Code Please Print or Type
Telephone No. ________________________ Title: _______________________________
Dated: _______________________________
The institution that completes the Notice of Guaranteed Delivery (a) must
deliver the same to the Exchange Agent at its address set forth above by hand
or transmit the same by facsimile or mail, on or prior to the Expiration Date,
and (b) must deliver the certificates representing any Old Notes (or a
confirmation of book-entry transfer of such Old Notes into the Exchange Agent's
account at DTC), together with a properly completed and duly executed letter of
transmittal (or facsimile thereof) or a message from DTC stating that the
tendering holder has expressly acknowledged receipt of, and agreement to be
bound by and held accountable under, the letter of transmittal in lieu
thereof), with any required signature guarantees and any other documents
required by the letter of transmittal to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to such
institution.
