TELECORP PCS INC
425, 2000-03-10
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>

                           Pursuant to Rule 425 under the Securities Act of 1933
                                        And deemed filed pursuant to Rule 14a-12
                                          Of the Securities Exchange Act of 1934

                                                              Subject Companies:

                                                              TeleCorp PCS, Inc.
                                                  Commission File No. 000-27901

                                                                    Tritel, Inc.
                                                  Commission File No. 000-28435



     On February 28, 2000, TeleCorp PCS, Inc. ("TeleCorp"), a Delaware
corporation, Tritel, Inc. ("Tritel"), a Delaware corporation, 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").


 THE FOLLOWING ARE THE PRESS RELEASES DISSEMINATED IN CONNECTION WITH THE ABOVE
                    AND WERE FILED BY TELECORP ON FORM 8-K.


FOR IMMEDIATE RELEASE
FEBRUARY 28, 2000





TeleCorp PCS
- -------------------------------------------------------------------------------
                               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."




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.



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,



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
- -------------
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.


<TABLE>
<CAPTION>
Media Contacts                    Investor Contacts
- --------------                    -----------------------------------
<S>                               <C>
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>






FOR IMMEDIATE RELEASE
FEBRUARY 28, 2000



News Release
- ------------------------------------------------------------------------------
For Further Information:


David Caouette                                    Russell Wilkerson AT&T
TeleCorp PCS 908-221-6382                         703-236-1292
[email protected]                                  [email protected]
- -----------------                                 ------------------------




                      AT&T and TeleCorp Agree to Exchange
                            Certain Wireless Assets
                                      ---
                AT&T To Gain Additional New England Properties;
                     TeleCorp To Receive Midwest Licenses


For Immediate Release:  Monday, February 28, 2000
- -------------------------------------------------

    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



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.

                                     ####



 THE FOLLOWING IS A SCRIPT THAT WAS FIRST USED ON FEBRUARY 29, 2000 BY SPEAKERS
                        ON BEHALF OF TELECORP PCS, INC.



William Mounger
- ---------------

There is no better partner than TeleCorp.  I would like to echo what Gerry said.
This is a perfect match.  We have worked together in the past as co-affiliates
of AT&T Wireless, and we both recognized the tremendous value that this union
will create for our stakeholders.  I'd like to turn the call back over to Gerry
to review the benefits of the transaction in more detail:

Gerry Vento
- -----------

The two deals announced yesterday are very exciting for us in a variety of ways:

Geographical Fit
- ----------------

First of all, as anyone can see, the geographical fit of this deal couldn't be
better.  Telecorp will have a licensed service area that runs from the Great
Lakes to the Gulf of Mexico and will include Wisconsin, Iowa,


Missouri, Indiana, Illinois, Kentucky, Mississippi, Alabama, Arkansas, Michigan,
Tennessee and Texas.

These are very desirable markets. In fact, because of our union, we will own 16
of the top 100 markets in the U.S.

I encourage you to go to our website at www.telecorpspcs.com to look at the map
                                        --------------------
which depicts how the two company's markets fit together.

Size--Together we reinforce our leadership in the wireless world
- ----------------------------------------------------------------

On a combined basis we will have: 245,598 subscribers, an increase from our
roster.

Licenses to serve an additional 20M people in those markets 35 million POPs
What's more exciting to us is the ability to quickly roll out these markets as
we continue to forge ahead to the next generation of wireless services. Both of
our companies are at the forefront of PCS technology. It is important to note
that we have compatible technology



platforms and are committed to staying at the front of the industry in the move
towards data.

I would now like to turn the call over to Tom Sullivan who will quickly review
the fourth quarter results for TeleCorp which were announced yesterday after the
close:

Tom Sullivan
- ------------

Revenue:
- -------

 .    TeleCorp reported total revenue of $39.5 million for the quarter. .
     Quarterly service revenue was $22.4 million

 .    Roaming revenue was $10.1 million, and

 .    Equipment revenue was $7.0 million.

 .    For the full year, TeleCorp reported total revenue of $87.7 million
     comprised of

 .    $41.3 million of service revenue,

 .    $29.0 million of roaming revenue, and

 .    $17.4 million of equipment revenue.

Our financial performance reflects the increase in our subscriber base, as well
as continued strength in our ARPU, the high usage numbers of our subscribers and
a relatively low churn rate.

 .    As of 12/31/99 we had 142,231 subscribers, an increase of over 88% or
     66,508 from September 30, 1999

 .    Average revenue per subscriber was approximately $72 and $77 per month (not
     including outcollect roaming revenue) for the quarter and year ended
     December 31, 1999, respectively.

 .    Average usage per subscriber was approximately 400 minutes per month for
     the quarter and year ended December 31, 1999.




 .    Average churn rate was approximately 1.9% and 1.7% for the quarter and year
     ended December 31, 1999, respectively.

                                  Churn Rates
                                  -----------

            -------------------------------------------------------
                  1Q99     2Q99    3Q99      4Q99     YTD 99
            -------------------------------------------------------
            Postpay      N/A     1.79%    1.49%     1.64%     1.60%
            -------------------------------------------------------
            Prepay       N/A    -0.13%    0.83%     2.66%     2.08%
            -------------------------------------------------------
            Combined     N/A     1.57%    1.34%     1.92%     1.71%
            -------------------------------------------------------

 .    Roaming MOUs totaled approximately 39 million in the fourth quarter and
     approximately 109 million for the year ended December 31, 1999

EBITDA:
- ------

 .    Earnings before interest, taxes, depreciation and amortization (EBITDA)
     loss for the quarter was $40.0 million.

 .    For the full year, we reported an EBITDA loss of $119.5 million.

Net Loss:
- --------

 .    The net loss for the fourth quarter totaled $114.1 million, or $1.29 per
     share.

 .    TeleCorp reported a net loss of $275.1 million, or $3.58 per share, for the
     twelve months ended December 31, 1999.

Cash:
- ----

 .    At the end of the fourth quarter, TeleCorp had cash and cash equivalent
     balances totaling $182.3 million

 .    In November, TeleCorp raised approximately $197.3 million in an initial
     public offering of 10.58 million shares of common stock for $20 per share
     and a concurrent offering to AT&T of 2.245 million shares of common stock
     for $18.65 for an additional $41.9 million which closed in January 2000.

CAPEX:
- -----

 .    Cash paid for investments in our network and facilities for the year and
     quarter ended December 31, 1999 was $298.5 million and $53.0 million,
     respectively

 .    Cost per gross add was $464

                                       8



Total Debt:
- -----------

 .    At the end of the fourth quarter, TeleCorp had committed total debt
     outstanding of $640,571,000 million.

 .    In April, we raised $327.6 million with the issuance of 11 5/8% Senior
     Subordinated Discount Notes

 .    As of December 31, 1999 we had undrawn bank and vendor credit facilities of
     $410.00 million.

I will now turn the call over to Julie Dobson who will review operations
during the quarter:

Julie Dobson
- ------------

Network Build

 .    Completed Phase I of network build out
 .    Launched SunCom service in 15 major population areas
 .    Covering over 10 million POPs, representing 66% of the total market
     population
 .    741 cell sites
 .    5 switched

 .    Year 2000
 .    Launching SunCom service in 18 additional markets (name them).  Construct
     600 cell sites
 .    2 switches being implemented
 .    When complete by 2000, we will be servicing 74% of our launched POPs
 .    Network performance
 .    Over 260 million calls handled with 1% completion rate for 1999.
          ---                            --

Customer Care
- -------------

                                       9




One of the key ways that both of our companies have been able to grow so quickly
is through the exceptional customer service we provide. This commitment to
customer service will only intensify with the combined strength and resources of
the two companies and we will look for ways to provide added benefits to
consumers.

We also intend to review beneficial pricing plans and we see the need for more
call centers.

 .    Expansion of regional call centers

 .    Number of customers per care reps of combined entity

Distribution

 .    741 retail stores

 .    90 direct sales reps (12/31/99) 100 as of today

 .    46 corporate stores

 .    www.suncomshop.com

Marketing

 .    Added 66,508 subscribers over the past three months for a total of 142,231
     over the past twelve months

                                      10



 .    Acquisition cost per customer (as a discussion of cost going down, no
     numbers)

 .    Additional services being offered

We would now like to turn the call over to questions:

Conclusion
- ----------

Gerry Vento

Thank you for joining us.  In conclusion, this is a very exciting day for
TeleCorp.  We are now the 9th largest wireless provider and have very aggressive
growth plans to build over our subscriber base.

I look forward to speaking with many of you next quarter.

                                      11




<PAGE>

     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 PCS, Inc., a
Delaware corporation ("TeleCorp"), and Tritel, Inc., a Delaware corporation
("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.

     The participants in this solicitation may include the following directors,
executive officers and employees of TeleCorp:
<PAGE>

1.   Gerald T. Vento (Chief Executive Officer and Chairman)
2.   Thomas H. Sullivan (Executive Vice President, Chief Financial Officer and
     Director)
3.   Julie A. Dobson (Vice President and Chief Operating Officer)
4.   Scott Anderson (Director)
5.   Rohit M. Desai (Director)
6.   Michael R. Hannon (Director)
7.   James M. Hoak (Director)
8.   Mary Hawkins-Key (Director)
9.   William Kussell (Director)
10.  Michael Schwartz (Director)

INFORMATION CONCERNING THE INTERESTS OF THE PARTICIPANTS IN THE SOLICITATION IS
INCLUDED IN THE CURRENT REPORT ON FORM 8-K/A FILED WITH THE COMMISSION BY
TELECORP PCS, INC. ON MARCH 10, 2000.



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