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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2000
TeleCorp PCS, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27901 54-1872248
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1010 N. Glebe Road, Suite 800, Arlington, VA 22201
(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code: (703) 236-1100
N/A
(Former Name or Former Address if Changed Since Last Report.)
Item 5. Other Events.
This Form 8-K/A amends the Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 29, 2000. On February 28, 2000,
TeleCorp PCS, Inc., a Delaware corporation ("TeleCorp"), Tritel, Inc., a
Delaware corporation ("Tritel"), and AT&T Wireless Services, Inc., a Delaware
corporation, executed a definitive Agreement and Plan of Reorganization and
Contribution (the "Merger Agreement"). Additionally, on February 28, 2000, AT&T
Wireless PCS, LLC, a Delaware limited liability company, TeleCorp, and certain
other affiliates of TeleCorp, executed a definitive Asset Exchange Agreement
(the "Asset Exchange Agreement"). Joint press releases related to the above,
dated February 28, 2000, were issued by TeleCorp and Tritel and by TeleCorp and
AT&T. Copies of both press releases, dated February 28, 2000, are attached
hereto as Exhibits 99.1 and 99.2 respectively, and are incorporated herein by
reference.
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Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Joint Press Release of TeleCorp PCS, Inc. and Tritel, Inc.,
dated February 28, 2000.
99.2 Joint Press Release of TeleCorp PCS, Inc. and AT&T Wireless
PCS, LLC, dated February 28, 2000.
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. References made in the foregoing, in particular, statements
regarding the proposed business combination between TeleCorp and Tritel are
based on management's current expectations or beliefs and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. In
particular, the following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements:
inability to obtain, or meet conditions imposed for, governmental approvals for
the business combination; failure of the TeleCorp or Tritel stockholders to
approve the business combination; costs related to the business combination; the
risk that the TeleCorp and Tritel businesses will not be integrated
successfully; and other economic, business, competitive and/or regulatory
factors affecting TeleCorp's or Tritel's business generally. TeleCorp and
Tritel are under no obligation to (and expressly disclaim any such obligation
to) update or alter their forward-looking statements whether as a result of new
information, future events or otherwise.
For a detailed discussion of these and other cautionary statements, please
refer to TeleCorp's filings with the Securities and Exchange Commission (the
"Commission"), especially in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors" sections of
TeleCorp's Form S-1 Registration Statement that became effective in October,
1999. In addition, please refer to Tritel's filings with the Commission,
especially the "Risk Factors", "Information Regarding Forward-looking Statements
and Market Data", and "Management's Discussion and Analysis" sections of its
Form S-1/A, filed December 13, 1999, and its Current Report on Form 8-K dated
February 29, 2000.
A joint proxy statement/prospectus will be filed by TeleCorp and Tritel
with the Commission as soon as practicable. WE URGE INVESTORS TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by TeleCorp and Tritel with the Commission at the Commission's
web site at www.sec.gov. The joint proxy statement/prospectus and other
documents filed with the Commission by TeleCorp may also be obtained for free
from TeleCorp by directing a request to TeleCorp PCS, Inc., 1010 N. Glebe Road,
Suite 800, Arlington, VA 22201, telephone: (703) 236-1100. In addition, the
joint proxy statement/prospectus and other documents filed with the Commission
by Tritel may be obtained for free from Tritel by directing a request to Tritel,
Inc., 111 E. Capitol Street, Suite 500, Jackson, MS 39201, Attention:
Shareholder Relations, telephone: (601) 914-8000.
TeleCorp and the following directors, executive officers and employees of
TeleCorp may solicit proxies from TeleCorp shareholders in favor of the
transactions contemplated by the Merger Agreement. The participants in this
solicitation may include the following executive officers and directors of
Telecorp: Gerald T. Vento (Chief Executive Officer and Chairman); Thomas H.
Sullivan (Executive Vice President, Chief Financial Officer and Director); Julie
A. Dobson (Vice President and Chief Operating Officer); Scott Anderson
(Director); Rohit M. Desai (Director); Michael R. Hannon (Director); James M.
Hoak (Director); William Kussell (Director); Michael Schwartz (Director); and
Mary Hawkins-Key (Director).
The following is a list of TeleCorp and Tritel securities, if any, held by each
individual that may be a participant:
Gerald T. Vento owns 4,482,385 Shares of TeleCorp Class A Voting Common Stock
(the "Class A Common Stock"), 105,444 shares of TeleCorp Class C Common Stock
(the "Class C Common Stock") and 3,137 shares of TeleCorp Class D Common Stock
(the "Class D Common Stock"). Mr. Vento serves as a manager and is a member of
TeleCorp Investment Corp. II, L.L.C. ("TeleCorp Investment"). TeleCorp
Investment holds 492,064 shares of the Class A Common Stock and 11,366 shares of
the Class D Common Stock.
Thomas H. Sullivan holds 2,728,891 shares of the Class A Common Stock, 65,373
shares of the Class C Common Stock and 699 shares of the Class D Common Stock.
Mr. Sullivan serves as manager and is the manager of a member of TeleCorp
Investment.
Julie A. Dobson beneficially owns 1,601,279 shares of the Class A Common Stock.
Scott Anderson holds vested options to purchase 7,725 shares of the Class A
Common Stock and unvested options to purchase 23,175 shares of the Class A
Common Stock. Mr. Anderson is a principal of Cedar Grove Partners, LLC. ("Cedar
Grove"). Cedar Grove owns 4.49% of TeleCorp Investment. Additionally, Mr.
Anderson beneficially owns 420 shares of the Tritel Class A Voting Common Stock
and has been granted options to purchase 15,000 shares of the Tritel Class A
Voting Common Stock.
Rohit M. Desai serves as the managing partner of each of Private Equity
Investors III, L.P. and Equity-Linked Investors-II. Private Equity Investors
III, L.P. holds 8,848,318 shares of the Class A Common Stock, 13,457 shares of
the Class C Common Stock and 105,947 shares of the Class D Common Stock.
Equity-Linked Investors-II holds 13,457 shares of the Class D Common Stock and
88,341 shares of the Class D Common Stock.
Michael R. Hannon serves as Vice President of CB Capital Investors, L.P. ("CB
Capital"). C.B. Capital owns more than a majority interest in TeleCorp
Investment Corp., LLC. CB Capital holds 15,265,692 shares of the Class A Common
Stock, 27,489 shares of the Class C Common Stock and 199,522 shares of the Class
D Common Stock. TeleCorp Investment Corp., L.L.C. holds 352,956 shares of the
Class A Common Stock, 575 shares of the Class C Common Stock and 3,780 shares of
the Class D Common Stock.
James M. Hoak is Chairman and a Principal of Hoak Capital Corporation. Hoak
Capital Corporation manages both HCP Capital Fund, L.P., and Hoak
Communications Partnerships, L.P. Mr. Hoak is Chairman of James M. Hoak & Co.
which is General Partner of HCP Capital Fund, L.P. Mr. Hoak is also a direct
Partner of HCP Capital Fund, L.P. Mr. Hoak is Manager of Hoak Partners, LLC
which is General Partner of HCP Investment, LP which is General Partner of Hoak
Communications Partners, LP. Mr. Hoak is also a direct Partner of HCP
Investment, LP. HCP Capital Fund, L.P. holds 919,881 shares of the Class A
Common Stock, 1,691 shares of the Class C Common Stock and 12,212 shares of the
Class D Common Stock. Hoak Communications Partners, L.P. holds 10,054,900 shares
of the Class A Common Stock, 18,494 shares of the Class C Common Stock and
133,510 shares of the Class D Common Stock.
William Kussell holds vested options to purchase 7,725 shares of the Class A
Common Stock and unvested options to purchase 23,175 shares of the Class A
Common Stock.
Michael Schwartz is a Vice President in AT&T's Acquisitions and Development
group and Mary Hawkins-Key is Senior Vice President of Partnership Operations
for AT&T Wireless PCS, LLC. ("AT&T Wireless"). AT&T Wireless holds 3,149,737
shares of the Class A Common Stock, 9,339,511 shares of TeleCorp Series F
Preferred Stock (the "Series F Preferred Stock") and 122,890 shares of the Class
D Common Stock. TWR Cellular, Inc. ("TWR Cellular"), an affiliate of AT&T
Wireless, holds 5,573,267 shares of the Series F Preferred Stock and 72,173
shares of the Class D Common Stock. In addition, AT&T Wireless holds
4,490,955.14 shares of the Tritel Class A Voting Common Stock, 2,927,210 shares
of the Tritel Class B Non-voting Common Stock, 303,856.13 shares of the Tritel
Class D Common Stock and 37,303 shares of the Tritel Series D Convertible
Preferred Stock. TWR Cellular holds 9071 shares of the Tritel Series D
Convertible Preferred Stock.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TeleCorp PCS, Inc.
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/s/ Thomas H. Sullivan
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Thomas H. Sullivan
Executive Vice President and
Chief Financial Officer
Date: March 10, 2000
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EXHIBIT INDEX
Exhibit No. EXHIBIT
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99.1 Joint Press Release of TeleCorp PCS, Inc. and Tritel, Inc.,
dated February 28, 2000.
99.2 Joint Press Release of TeleCorp PCS, Inc. and AT&T Wireless PCS,
LLC, dated February 28, 2000.
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TeleCorp PCS
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Suite 800
1010 North Glebe Road
Arlington, VA 22201
For Immediate Release
TeleCorp PCS and Tritel Agree to Merge
In Concurrent Deal, TeleCorp PCS Announces Exchange of Wireless
Markets with AT&T Wireless Services
With contiguous properties from the Great Lakes to the Gulf of Mexico, the
new company will have licenses to serve 35 million people in 16 of the top
100 markets.
Arlington, VA and Jackson, MS - February 28, 2000 - TeleCorp PCS, Inc. (NASDAQ
NM: TLCP), AT&T Wireless' largest affiliate, and Tritel, Inc. (NASDAQ NM: TTEL),
AT&T Wireless' second largest affiliate, today announced an all stock, tax-free
merger that combines two of the most valuable contiguous wireless service
territories in the United States.
Concurrently, TeleCorp and AT&T Wireless Services have agreed to exchange
wireless properties that will improve both company's respective service areas,
and AT&T Wireless Services has agreed to contribute rights to acquire additional
wireless properties and a two-year extension of AT&T Wireless' brand sharing
agreement as part of the merger. The exchange and the contribution will result
in a net increase in TeleCorp's licensed service area by four million people,
and includes two markets in the top 100: Milwaukee, Wisconsin and Des Moines,
Iowa. The combined transactions will result in a new entity, which will be
called TeleCorp PCS, Inc., with licensed service areas covering 35 million
people.
Gerald T. Vento, chairman and chief executive officer of TeleCorp said, "These
transactions will produce significant value for the shareholders, employees and
SunCom customers of both companies as TeleCorp and Tritel strengthen their
leadership in the telecommunications marketplace. Through the marriage of
management, markets, and networks, we gain economies of scale, more attractive
markets, more contiguous properties and a stronger affiliation with AT&T
Wireless Services. We are clearly better positioned for the competitive
wireless marketplace."
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TeleCorp and Tritel Merger
The new entity will continue to provide, as an AT&T affiliate, digital wireless
service under the SunCom brand. In terms of licensed POPs, the new entity will
become one of the top ten wireless service providers in the U.S.
Tritel's chairman and CEO, William M. Mounger, will become the chairman of the
new entity and Gerald T. Vento, chairman and CEO of TeleCorp, will remain chief
executive officer. Thomas H. Sullivan will remain executive vice president and
chief financial officer, and E.B. Martin, executive vice president and chief
financial officer of Tritel has been named vice chairman. Julie A. Dobson and
William S. Arnett will be chief operating officers of TeleCorp and Tritel
operations, respectively. Tritel shareholders will receive 0.76 shares of
TeleCorp stock in exchange for each of their Tritel shares. The exchange ratio
is fixed regardless of the future stock price movement.
The merger of the two AT&T Wireless Services affiliates creates a new,
contiguous service area that connects the middle of the country and plays a more
strategic role for the AT&T Wireless Network. The new company will have sixteen
of the top 100 markets located in fourteen states and the Commonwealth of Puerto
Rico.
"These transactions establish the new TeleCorp as a bold leader in wireless
communications," said William M. Mounger of Tritel. "This merger represents a
critical step in the execution of our strategy which is to offer SunCom
customers the best possible service at the greatest value across the widest
geography. TeleCorp, our AT&T affiliate to the West, shares many communities of
interest with us. This merger will allow a great partnership to achieve its
highest potential. We will now work as one team to deliver greater value to
customers under a more efficient and more powerful operating structure in some
of the most attractive, fastest growing markets in the U.S."
Market Exchange and Contribution Transactions with AT&T Wireless Services
TeleCorp and AT&T Wireless Services have agreed to exchange certain properties
that will better position each respective company in the wireless marketplace,
and AT&T Wireless Services has agreed to contribute to TeleCorp the right to
acquire additional properties as part of the merger.
AT&T Wireless Services will transfer licenses and rights to acquire licenses
serving six million people in Wisconsin, including Milwaukee and Madison,
Wisconsin, and Des Moines and Davenport, Iowa. All properties will be
consistent with TeleCorp's and Tritel's current affiliation agreements with AT&T
Wireless Services. AT&T Wireless Services has also agreed to extend its
affiliation agreements to another 1.4 million POPs in the Midwest should they be
acquired by TeleCorp. Finally AT&T Wireless Services will extend its initial
five-year brand sharing agreement for an additional two years upon the closing
of the merger.
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As part of the exchange, AT&T Wireless Services will acquire TeleCorp's New
England properties, representing 1.9 million people. AT&T Wireless Services will
receive such markets as Worcester, Cape Cod, Martha's Vineyard and Nantucket,
Massachusetts and Nashua, Manchester and Concord, New Hampshire. In addition,
the exchange includes approximately 20,000 SunCom subscribers.
Also, as part of the contribution, TeleCorp will issue approximately 9.3 million
shares of Class A common stock to AT&T Wireless Services.
"While our New England market was an excellent market for us, the new properties
better fit our contiguous service area. When you couple them with the Tritel
properties, our operation will run from the Great Lakes to the Gulf of Mexico,
right through the heartland of the country," said Vento.
Regarding the Transactions
The transactions have been unanimously approved by the TeleCorp and Tritel
boards of directors. Shareholders with an excess of 50% of the voting power of
each company have entered into agreements to vote in favor of the transaction.
Closing is expected in the fourth quarter of 2000. Both the exchange
transactions and the merger transactions are subject to regulatory approval and
other conditions.
Lehman Brothers was the lead advisor on the deal for TeleCorp PCS. Merrill
Lynch was the lead advisor for Tritel. Cadwalader, Wickersham & Taft, along with
Mintz, Levin et. al represented TeleCorp PCS. Brown & Wood LLP represented
Tritel. Wachtell, Lipton, Rosen & Katz; Friedman Kaplan and Seiler LLP; and
Riddell Williams P.S. represented AT&T.
About TeleCorp PCS, Inc.
TeleCorp PCS, Inc. has licenses to serve approximately 16.7 million people, and
currently provides its SunCom digital wireless service in the following 27
markets: New Orleans, Baton Rouge, Lafayette, Houma, New Iberia, Thibodaux and
Hammond, Louisiana; Memphis and Jackson, Tennessee; Little Rock, Hot Springs,
Russellville, Fayetteville and Jonesboro, Arkansas; Concord, Manchester,
Portsmouth and Nashua, New Hampshire; Worcester, Cape Cod, Martha's Vineyard and
Nantucket, Massachusetts; and San Juan, Ponce, Mayaguez, Humacao and Arecibo,
Puerto Rico. TeleCorp is headquartered in Arlington, Virginia. More information
about the company can be found on the Web at www.telecorppcs.com.
About Tritel, Inc.
Tritel, Inc. has licenses to serve approximately 14 million people in the south
central United States. Tritel currently provides its SunCom digital wireless
service in the following 21 markets; Jackson, Clinton and Vicksburg,
Mississippi; Nashville, Knoxville, Chattanooga, Franklin, Murfreesboro,
Columbia, Springfield, Gallatin,
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Clarksville and Cleveland, Tennessee; Huntsville, Montgomery and Decatur,
Alabama; and Louisville, Lexington, Frankfort and Bowling Green, Kentucky; and
Dalton, Georgia. Tritel is headquartered in Jackson, Mississippi. More
information about the company can be found on the Web at www.suncompcs.com.
TeleCorp and Tritel's management will conduct a conference call tomorrow morning
at 8:30 a.m. Eastern Time to discuss the merger. Investors and interested
parties may listen to the call by dialing 212-896-6085 or logging on to
www.vcall.com. To listen to the live Webcast, please register and download
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audio software at the site at least 15 minutes prior. The Webcast will be
available on the site for approximately three months, while a telephone replay
of the call is available for 48 hours beginning at 10:30 a.m. Eastern time,
February 29, at 1-800-633-8284 or 1-858-812-6440, reservation #14293003.
Safe Harbor
Except for historical information, the matters discussed in this news release
that may be considered forward-looking statements could be subject to certain
risks and uncertainties that could cause the actual results to differ materially
form those projected. These include timing and success of regulatory approval
and uncertainties in the market, competition, legal and other risks detailed in
TeleCorp PCS, Inc.'s registration statement filed with the SEC on Form S-1, as
amended or supplemented (file no. 333-81813) and Tritel, Inc.'s registration
statement filed with the SEC on Form S-1, as amended or supplemented (file no.
333-91207). TeleCorp PCS, Inc. and Tritel, Inc. assume no obligation to update
information in this release.
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<CAPTION>
<S> <C>
Media Contacts Investor Contacts
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TeleCorp PCS, Inc. TeleCorp PCS, Inc.
Russell Wilkerson Jim Morrisey
703-625-2069 (PCS) 703-629-6668 (PCS)
703-236-1292 (desk) 703-236-1136 (desk)
703-236-1101 (fax) 703-236-1376 (fax)
[email protected] [email protected]
Elissa Grabowksi John Nesbett/ Mary Ellen Adipietro
Lippert Heilshorn & Associates Lippert/Heilshorn & Associates
212-838-3777 212-838-3777
Tritel, Inc. Tritel, Inc.
Clark Akers Clark Akers
601-594-8010 (PCS) 601-594-8010 (PCS)
601-914-8010 (desk) 601-914-8010 (desk)
601-914-8282 (fax) 601-914-8282 (fax)
[email protected] [email protected]
Duke Coffey
G.A. Kraut Company, Inc.
212-696-5600 (desk)
[email protected]
</TABLE>
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News Release
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For Further Information:
David Caouette Russell Wilkerson
AT&T TeleCorp PCS
908-221-6382 703-236-1292
[email protected] [email protected]
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AT&T and TeleCorp Agree to Exchange
Certain Wireless Assets
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AT&T To Gain Additional New England Properties;
TeleCorp To Receive Midwest Licenses
For Immediate Release: Monday, February 28, 2000
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New York -- AT&T and TeleCorp PCS announced today that the companies
agreed to exchange certain wireless assets to extend their respective service
areas.
Under the agreement, AT&T will transfer wireless licenses and rights
to acquire licenses in Iowa (including the Des Moines market) and Wisconsin to
TeleCorp, as well as a cash payment. As a result of this and other related
transactions, TeleCorp will add licenses covering a population of approximately
5.96 million people to its affiliate arrangements with AT&T. In return, AT&T
will receive TeleCorp's operating markets surrounding the Boston area, which
cover a population base of 1.93 million people.
"This transfer is a good example of how AT&T is using wireless
partnerships and affiliations to further our long term growth opportunities and
expand our footprint," said Dan Hesse, President and CEO of AT&T Wireless
Services. "The Boston franchise complements our wireless network, and
TeleCorp's commitment to build-out these midwest licenses with TDMA technology
effectively expands our footprint. We have a strong relationship with TeleCorp
and we're pleased to structure a transfer that better serves wireless customers
at both companies."
"New England has been an excellent market for TeleCorp," said Gerald
T. Vento, chairman and CEO of TeleCorp. "With this exchange, both companies
will be better positioned to compete by solidifying their respective footprints
with contiguous markets."
TeleCorp announced separately that it had signed a definitive merger
agreement with Tritel. Both companies are AT&T Wireless affiliates and AT&T has
consented to
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the merger. In connection with the merger, AT&T will contribute to TeleCorp
rights to acquire additional wireless licenses in Wisconsin and Iowa, and extend
the term of its brand license to the merged entity, which will be called
TeleCorp, in exchange for approximately $410 million of common shares in the
newly combined company. This transaction will bring AT&T's equity stake in the
combined TeleCorp and Tritel to approximately 23 percent. Both the exchange
transactions and the merger transactions are subject to regulatory approval and
other conditions.
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