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Filed by TeleCorp PCS, Inc.
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 IS A PRESS RELEASE ISSUED BY
TELECORP ON AUGUST 1, 2000.
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TeleCorp PCS
________________________________________________________________________________
Suite 800
1010 North Glebe Road
Arlington, VA 22201
For Immediate Release
Investor Contact: Media Contact:
Jim Morrisey Russell Wilkerson
TeleCorp PCS, Inc. TeleCorp PCS, Inc.
703-629-6668 (PCS) 703-625-2069 (PCS)
703-236-1136 (Office) 703-236-1292 (Office)
TeleCorp PCS Extends Agreement with Lucent Technologies
for Expansion of Wireless Network
Arlington, VA - August 1, 2000 - TeleCorp PCS, Inc. (NASDAQ NM: TLCP), announced
today that it has extended its existing agreement with Lucent Technologies for
the supply and installation of Time Division Multiple Access (TDMA) IS-136 PCS
wireless equipment for its expansion markets.
This latest agreement has an estimated value of approximately $350 million for
this five-year extension. Under the terms of the agreement, Lucent will assist
TeleCorp in building new networks, beginning with coverage for up to seven
million people in Wisconsin and Iowa, specifically the cities of Milwaukee,
Davenport and Des Moines. TeleCorp is an affiliate of AT&T Wireless Services
and these markets will be a part of the AT&T Wireless network.
This agreement further expands the relationship between TeleCorp and Lucent.
The new agreement is in addition to the one announced on May 19, 1998, that
Lucent would supply TeleCorp TDMA technology valued up to $280 million.
On February 28, 2000, TeleCorp PCS, Inc. and Tritel, Inc. announced an all
stock, tax-free merger and in a concurrent deal, TeleCorp announced a swap with
AT&T Wireless Services of its New England properties for properties in Iowa and
Wisconsin. This merger, and related transactions, is expected to close in the
fourth quarter. The resulting service area will stretch from the Great Lakes to
the Gulf of Mexico and cover more than 35 million people in 14 states and Puerto
Rico.
In a separate but related arrangement, Lucent agreed to provide the TeleCorp-
Tritel Holding Company, the post-merger controlling entity for TeleCorp PCS,
Inc. (NASDAQ NM: TLCP) and Tritel, Inc. (NASDAQ NM: TTEL), with up to $350
million in financing.
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"We have had an outstanding working relationship with Lucent. They have proven
themselves time and again by providing exceptional equipment and superior
service. These separate, but equally important announcements underscore our
confidence in the Lucent team and their product," said Gerald T. Vento, chairman
and CEO of TeleCorp PCS, Inc.
"We are proud to have again been entrusted by TeleCorp as it expands and adds to
its state-of-the-art TDMA network," said Chuck Many, Lucent Technologies vice
president--Emerging Wireless Carriers. "TeleCorp continues to move aggressively
to be a major force in the digital wireless marketplace and we at Lucent view
this latest deal as a vote of confidence from a valued customer."
TeleCorp's expansion PCS networks will utilize Lucent's state-of-the-art TDMA
wireless platform, operating in the 1.9 Gigahertz (GHz) frequency. The Lucent
platform includes its 5ESS(R) digital switching system and cell site equipment.
In addition, Lucent's TDMA platform takes advantage of the IS-136 TDMA standard
Digital Control Channel (DCCH), a signaling system that operates behind the
scene and offers a variety of intelligent networking options for network
operators. The flexibility of Lucent's wireless platform also allows for a cost-
effective evolution to the third-generation (3G) networks of the future as well
as the potential use of the switching equipment in wireline applications.
TeleCorp PCS, Inc. has licenses to serve approximately 16.7 million people, and
currently provides its SunCom digital wireless service in the following 35
markets: New Orleans, Baton Rouge, Lafayette, Houma, New Iberia, Thibodaux,
Hammond, Lake Charles, and Alexandria, Louisiana; Memphis, Jackson, and
Dyersburg, Tennessee; Oxford, Mississippi; Columbia/ Jefferson City, Missouri;
Little Rock, Hot Springs, Russellville, Fayetteville, Jonesboro, Fort Smith, and
Blytheville, Arkansas; Beaumont, Texas; 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.
# # #
A registration statement containing a preliminary joint proxy
statement/prospectus was filed by TeleCorp-Tritel Holding Company with the
Securities and Exchange Commission on May 12, 2000 (file no. 333-36954) (as
amended or supplemented, the "joint proxy statement/prospectus"). WE URGE
INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC 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 PCS, Inc.
("TeleCorp") and Tritel, Inc. ("Tritel") with the SEC at the SEC's web site at
www.sec.gov. The joint proxy statement/prospectus and other documents filed
with the SEC by TeleCorp may also be obtained for free from TeleCorp by
directing a request to TeleCorp PCS, Inc., Investor Relations, 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 SEC by
Tritel may be obtained for free from Tritel by directing a request to Tritel,
Inc., Investor Relations, 111 E. Capitol Street, Suite 500, Jackson, MS 39201,
telephone: (601) 914-8000.
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EXECUTIVE OFFICERS, DIRECTORS AND EMPLOYEES OF TELECORP MAY SOLICIT PROXIES FROM
TELECORP STOCKHOLDERS IN FAVOR OF THE TRANSACTIONS CONTEMPLATED ABOVE.
INFORMATION CONCERNING THE INTERESTS OF THE PARTICIPANTS IN THE SOLICITATION IS
INCLUDED IN THE JOINT PROXY STATEMENT/PROSPECTUS AND THE CURRENT REPORT ON FORM
8-K/A FILED WITH THE SEC BY TELECORP ON MARCH 10, 2000.
Safe Harbor
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Except for historical information, the matters discussed in this presentation
that may be considered forward-looking statements could be subject to certain
risks and uncertainties that could cause the actual results to differ materially
from those projected. These include timing and success of regulatory approval
and uncertainties in the market, competition, legal and other risks detailed in
the registration statement containing a preliminary joint proxy
statement/prospectus filed with the SEC by TeleCorp-Tritel Holding Company on
Form S-4, as amended or supplemented (file no. 333-36954), TeleCorp PCS, Inc.'s
registration statement filed with the SEC on Form S-1, as amended or
supplemented (file no. 333-89393) 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 presentation.
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