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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 its charter)
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Delaware 005-58279 54-1872248
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
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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 address if changed since last report.)
Item 5. Other Events.
On February 28, 2000, TeleCorp PCS, Inc., a Delaware corporation
("TeleCorp"), and Tritel, Inc., a Delaware corporation ("Tritel"), announced the
execution of a definitive agreement to merge. Additionally, TeleCorp separately
announced the execution of a definitive agreement to exchange certain property
with AT&T Wireless PCS, LLC. ("AT&T"). A copy of both press releases, dated
February 28, 2000, are attached hereto as Exhibits 99.1 and 99.2, and are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
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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.
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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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_______________________
Thomas H. Sullivan
Executive Vice President and
Chief Financial Officer
Date: 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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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]
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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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