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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
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Suite 800
1010 North Glebe Road
Arlington, VA 22201
For Immediate Release
Investor Contacts: Media Contacts:
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)
John Nesbett/Mary Ellen Adipietro Elissa Grabowski/Carrie Kocik
Lippert/Heilshorn & Associates Lippert/Heilshorn & Associates
212-838-3777 212-838-3777
TeleCorp PCS Announces Strong Second Quarter with 40% Increase in Subscribers
and 30% Increase in Revenues Over the First Quarter
Arlington, VA - August 2, 2000 - TeleCorp PCS, Inc. (NASDAQ: TLCP), AT&T
Wireless' largest affiliate, today announced its second quarter 2000 results,
posting strong subscriber and revenue growth for its SunCom digital wireless
service. Total number of PCS subscribers at quarter end was 319,882. Pro forma
for the company's acquisition of Tritel, Inc., announced in February of this
year, TeleCorp and Tritel had combined PCS subscribers of 424,282 at June 30,
2000.
Operating highlights for the quarter ended June 30, 2000:
. Subscribers grew to 319,882, increasing 40% or 91,545 from March 31, 2000.
. Total revenues grew to $72.0 million for the quarter, a 30% increase over the
first quarter.
. Roaming minutes of use totaled approximately 69 million for the quarter, an
increase of 21% over the first quarter 2000.
. Average revenue per subscriber (including outcollect roaming revenue) was
approximately $80 per month; average revenue per subscriber (not including
outcollect roaming revenue) was approximately $62 per month.
. Average usage per subscriber was approximately 330 minutes per month.
. Average churn rate was approximately 2.8% for the quarter.
. SunCom digital wireless service was introduced in four new markets:
Columbia/Jefferson City, Missouri; Beaumont, Texas; Oxford, Mississippi; and
Fort Smith, Arkansas, ending the quarter with 32 launched markets.
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"We continued to see increased demand for our SunCom digital service during the
second quarter and increased the deployment of our network build-out. We added
a new switch in our Arkansas region, eight months ahead of schedule, to
accommodate our westward network expansion and to handle the rapid subscriber
growth we've experienced. We launched four new markets, which included our
sixth market in Arkansas and three new cities in contiguous, complementary
states: Texas, Missouri and Mississippi. At the end of the quarter, our network
covered approximately 79% of our licensed area with 984 integrated cell sites
and seven switches. Since June 30th, we have added three additional markets -
Alexandria, LA; Dyersburg, TN; and Blytheville, AR - bringing our total to 35,
and enhanced our Columbia/Jefferson City, Missouri market by adding the popular
recreation destination of Lake of the Ozarks," said Gerald T. Vento, chairman
and CEO of TeleCorp PCS, Inc.
"During the second quarter, we also made great advances in rolling out our
wireless data product. We completed Phase One in April with the roll out of our
SunBurst Information Services, allowing SunCom subscribers to choose from 39
different services including news, real-time stock quotes and alerts, sports
scores and news, weather forecasts and severe weather alerts, movie reviews,
horoscopes and more. In June, we initiated Phase Two with the selection of the
Sema Group's short message service platform (SMSC), which will enable us to
deliver a host of two-way data services, including the sending and receiving of
short messages and e-mail, the "pulling" of information from personalized web
sites, and instant group messaging. We expect to launch these services later
this year-- in time for the busy holiday season. This phased approach will help
us to better understand what our customers want, how they use wireless data, and
how we can best meet their needs," said Mr. Vento.
Financial highlights for the quarter ended June 30, 2000:
Second quarter total revenue rose 30% to $72.0 million from $55.4 million in the
first quarter of 2000. More specifically, service revenue increased 38% to
$51.1 million from $36.9 million in the first quarter and roaming revenue
increased to $14.7 million from $11.5 million in the first quarter.
For the second quarter, the company's earnings before interest, taxes,
depreciation, amortization and non-cash stock compensation, or EBITDA, loss
narrowed to $29.4 million on 91,545 quarterly net adds, from a loss of $31.4
million on 86,106 quarterly net adds in the first quarter. EBITDA before sales
and marketing for the second quarter was $10.3 million compared to $3.1 million
in the first quarter. The second quarter net loss attributable to common
shareholders was $102.0 million, or $1.01 loss per share compared to $82.2
million or $0.83 loss per share in the first quarter.
At June 30, 2000, TeleCorp had cash and cash equivalents totaling $28.2 million
and available bank and vendor credit facilities of $345 million. Capital
expenditures for the quarter and six months ended June 30, 2000 were
approximately $93 million and $175 million, respectively.
On July 14, 2000, TeleCorp closed a private offering of $450 million of its 10
5/8% Senior Subordinated Notes due 2010. The net proceeds of the offering will
be used to, among other
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things, fund capital expenditures, and the acquisition of PCS licenses
associated with the swap transactions with AT&T.
TeleCorp is today also announcing that it has awarded Lucent Technologies a
contract for the supply and installation of TDMA IS-136 PCS wireless equipment
for its expansion markets to be obtained from AT&T Wireless Services as
previously announced in February of this year. In a separate but related
arrangement, Lucent has 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 of gross proceeds of
senior subordinated discount notes. As part of its aggregate commitment, Lucent
agreed to make available to an affiliate of TeleCorp up to $175 million of
financing which is non-recourse to TeleCorp. The proceeds of the financing will
be used to commence development of the network in the expansion areas to be
obtained from AT&T Wireless prior to the completion of the merger.
"We are making great progress on our merger with Tritel. We filed the necessary
approval requests with the FCC and Securities and Exchange Commission (SEC)
during the second quarter and are hoping to finalize the transaction in the
fourth quarter. In the meantime, our transition teams are making headway to
ensure that, once the merger is approved, we will have not only a more efficient
operating structure, but also one that continues to deliver a superior quality
of service to our customers in some of the most attractive, fastest growing
markets in the U.S.," concluded Mr. Vento.
TeleCorp PCS, Inc. currently 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, Alexandria, and Lake Charles, Louisiana; Memphis, Jackson
and Dyersburg, Tennessee; Oxford, Mississippi; Little Rock, Hot Springs,
Russellville, Fayetteville, Fort Smith, Blytheville and Jonesboro, Arkansas;
Beaumont, Texas; Columbia/Jefferson City, Missouri; 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.
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TeleCorp PCS, Inc.
Financial Summary
June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
For the quarter ended
----------------------------------------------------------------
September 30 December 31, March 31, June 30,
---------------- ---------------- --------------- --------------
1999 1999 2000 2000
---------------- ---------------- --------------- --------------
($ in millions, except per share data)
<S> <C> <C> <C> <C>
Statement of operations data:
Service revenue $ 12.7 $ 22.4 $ 36.9 $ 51.1
Roaming revenue 9.5 10.1 11.5 14.7
Equipment revenue 4.6 7.0 7.0 6.2
Total revenue 26.8 39.5 55.4 72.0
EBITDA (1) (31.9) (40.0) (31.4) (29.4)
Operating loss (50.2) (92.2) (59.9) (78.1)
Net loss attributable to common equity (72.9) (114.1) (82.2) (102.0)
Net loss attributable to common equity per share $ (0.89) $ (1.29) $ (0.83) $ (1.01)
</TABLE>
<TABLE>
<CAPTION>
As of As of As of As of
September 30, December 31, March 31, June 30,
---------------- ---------------- --------------- --------------
1999 1999 2000 2000
---------------- ---------------- --------------- --------------
($ in millions, except per share data)
<S> <C> <C> <C> <C>
Balance sheet data:
Cash and cash equivalents $ 80.4 $ 182.3 $ 94.6 $ 28.2
Property and equipment, net 347.3 400.5 461.7 531.0
Total assets 754.8 952.2 948.7 966.6
Total debt $ 629.8 $ 640.6 $ 651.3 $ 729.5
</TABLE>
<TABLE>
<CAPTION>
For the quarter ended
----------------------------------------------------------------
September 30, December 31, March 31, June 30,
---------------- ---------------- --------------- --------------
1999 1999 2000 2000
---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
Other operating data:
Net Adds 44,573 66,508 86,106 91,545
ARPU with Roaming $141 $104 $88 $80
ARPU without Roaming $81 $72 $67 $62
Churn 1.2% 1.9% 2.3% 2.8%
Ending Subscribers 75,723 142,231 228,337 319,882
Usage/Subscriber/Month(minutes) 420 400 320 330
Roaming Minutes 37 million 39 million 57 million 69 million
</TABLE>
(1) The Company defines EBITDA as earnings before interest, taxes,
depreciation, amortization and non-cash stock compensation expense
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A registration statement containing a joint proxy statement/prospectus was filed
by TeleCorp-Tritel Holding Company with the Securities and Exchange Commission
on June 20, 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.
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
-----------
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 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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