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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 DATED MARCH 17, 2000 ANNOUNCING THAT TELECORP
PCS AND AT&T WILL ACQUIRE INDUSTRAR DIGITAL PCS.
For Immediate Release
TeleCorp PCS, Inc. and AT&T Announce a Joint Venture
to Acquire Industar Digital PCS
Arlington, VA and Redmond, WA - March 17, 2000 - Affiliates of TeleCorp PCS,
Inc. (NASDAQ NM: TLCP) and AT&T (NYSE: T) today announced that they will acquire
Industar Digital PCS. Terms of the deal were not disclosed.
Industar Digital PCS has a 30 MHz license to serve 1.9 million people in
Wisconsin, including Milwaukee, one of the nation's top twenty markets.
TeleCorp will build and operate the new digital network in Milwaukee and its
seven county surrounding area. The network will be based on the TDMA IS-136
standard and become a part on the AT&T Wireless Network.
"With our recent Tritel merger announcement, and the separate AT&T Wireless
Services' property swap, which includes markets in Iowa and Wisconsin, the
Industar addition will establish a strong anchor in the northern tip of our
expanding, contiguous footprint," said Gerald T. Vento, chairman and CEO of
TeleCorp PCS, Inc. "I look forward to launching service in this valuable and
deserving market."
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"This transaction allows AT&T to further expand its nationwide footprint to
provide the highest quality service and features to customers," said John
Zeglis, chairman and CEO of AT&T Wireless. "This also demonstrates how we're
leveraging AT&T's capital and marketing capabilities through affiliates."
Kailas Rao, Industar's founder, has agreed to lead the effort. "My objective
has been to deliver the best wireless service to Milwaukee," said Rao. "The
AT&T Wireless Network coupled with the proven expertise and skill of TeleCorp
PCS are an unbeatable combination."
Rao will become the chairman of the new market. The closing of the deal is
expected in the second half of 2000, as it is subject to regulatory approval
and other conditions.
TeleCorp is AT&T Wireless Services' largest affiliate with licenses to serve
approximately 16.7 million people.
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A joint proxy statement/prospectus will be filed by TeleCorp PCS, Inc.
("TeleCorp") and Tritel, Inc. ("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.
EXECUTIVE OFFICERS, DIRECTORS AND EMPLOYEES OF TELECORP MAY SOLICIT PROXIES FROM
TELECORP SHAREHOLDERS IN FAVOR OF THE TRANSACTIONS CONTEMPLATED ABOVE.
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.
Contacts:
Russell Wilkerson Dave Caouette
TeleCorp PCS, Inc. AT&T
703-625-2069 (PCS) 908-221-6382
703-236-1292 (office) [email protected]
[email protected] ------------------
