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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 LETTER TO TRITEL EMPLOYEES RELATED TO THE ABOVE NOTED
TRANSACTIONS.
To: Tritel Employees
From: Jerry Vento, CEO of TeleCorp PCS
Date: March 10, 2000
Re: On-site Visit
Congratulations! TeleCorp and Tritel have united to create a powerful new force
in telecommunications. Our merger announcement last week signals a new chapter
for all of us, as we now become a more significant and important player in the
national marketplace. We are now bigger, bolder and brawnier, yet we still have
a unique advantage over our competitors: the most talented people in the
business - you. On Tuesday, March 14, 2000, Billy and I will be visiting with
you in person in Jackson and via conference call in other regions to introduce
TeleCorp and share with you some of our thoughts about the merger and our bright
future together. I look forward to this exciting opportunity.
When Billy and I started discussing the idea of a merger, we knew it was the
right thing to do. The strategic fusion of our contiguous service areas,
complemented by our joint
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expertise and AT&T affiliation made it a natural fit. Our combined assets will
amount to licenses to serve 35 million people in 14 states and Puerto Rico,
covering 16 of the top 100 markets. Our footprint will stretch from the Great
Lakes to the Gulf of Mexico, and we are not done yet.
Our meeting with you on Tuesday is the first step in bringing the companies
together. It all starts with an introduction, although I am already acutely
aware of your long list of success. The merger will take up to six months to
complete, but it is important that we begin communicating now. We have a head
start as we have worked closely together as affiliates, we share the same SunCom
brand, and our corporate cultures are identical.
While size matters, and we will become the 9th largest carrier in the U.S., what
has made each of us so effective in the marketplace is our entrepreneurial
spirit and understanding of our local markets. Managers and directors of the new
company will continue to be empowered to make decisions, offer innovations and
affect changes. All of this focused on delivering a distinguished and superior
service offering.
Congratulations again on making the merger such a success and for all of your
hard work. It will be an honor for me to work with you, and I know you will
feel the same way about the TeleCorp team. Thank you and I look forward to
speaking with you on Tuesday.
*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.
