SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): November 13, 2000
TeleCorp PCS, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-36954 54-1988077
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (703) 236-1100
TeleCorp-Tritel Holding Company
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Effective 4:02 p.m., November 13, 2000, pursuant to the Agreement and
Plan of Reorganization and Contribution, dated as of February 28, 2000, as
amended, among TeleCorp PCS, Inc. ("TeleCorp"), Tritel, Inc. ("Tritel") and AT&T
Wireless Services, Inc. (the "Merger Agreement"), TeleCorp was merged with TTHC
First Merger Sub, Inc. ("First Merger Sub") and Tritel was merged with TTHC
Second Merger Sub, Inc. ("Second Merger Sub") (the "Mergers"). Each of First
Merger Sub and Second Merger Sub were wholly owned subsidiaries of
TeleCorp-Tritel Holding Company ("Holding Company"). TeleCorp and Tritel were
the surviving entities of the Mergers. Immediately following the Mergers,
TeleCorp PCS, Inc. was renamed TeleCorp Wireless, Inc. and TeleCorp-Tritel
Holding Company was renamed TeleCorp PCS, Inc. The Certificate of Amendment of
Certificate of Incorporation of TeleCorp-Tritel Holding Company evidencing the
change of name is filed herewith as Exhibit 3.2, and is incorporated herein by
reference. A copy of Holding Company's press release announcing the
effectiveness of the Mergers is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
At the time of the Mergers:
o each share of TeleCorp Class A Voting Common Stock, Class C Common
Stock, Class D Common Stock and Voting Preference Common Stock issued
and outstanding immediately prior to the Mergers was converted
automatically into and became exchangeable for one fully paid and
non-assessable share of Holding Company Class A Voting Common Stock,
Class C Common Stock, Class D Common Stock and Voting Preference
Common Stock, respectively;
o each share of TeleCorp Class B Non-Voting Common Stock issued and
outstanding immediately prior to the Mergers was converted
automatically into and became exchangeable for one fully paid and
non-assessable share of Holding Company Class A Voting Common Stock;
o each share of TeleCorp Series A Convertible Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock
and Series F Preferred Stock issued and outstanding immediately prior
to the Mergers was converted automatically into and became
exchangeable for one fully paid and non-assessable share of Holding
Company Series A Convertible Preferred Stock, Series C Preferred
Stock, Series D Preferred Stock, Series E Preferred Stock and Series F
Preferred Stock, respectively;
o each share of Tritel Class A Voting Common Stock and Class B
Non-Voting Common Stock issued and outstanding immediately prior to
the Mergers was converted automatically into and became exchangeable
for 0.76 of one share of Holding Company Class A Voting Common Stock
and cash in lieu of any fractional shares;
o each share of Tritel Class C Common Stock and Class D Common Stock
issued and outstanding immediately prior to the Mergers was converted
automatically into and became exchangeable for 0.0076 of one share of
Holding Company Class E Common Stock and Class F Common Stock,
respectively, and 0.7524 of one share of
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Holding Company Class A Voting Common Stock and cash in lieu of any
fractional shares;
o the Tritel Voting Preference Common Stock owned by E.B. Martin, Jr.
was converted into and became exchangeable for the right to receive an
aggregate amount of $10 million, which amount was paid to Mr. Martin
by Tritel;
o the Tritel Voting Preference Common Stock owned by William M. Mounger,
II was converted into three shares of Holding Company Voting
Preference Common Stock;
o each share of Tritel series A Convertible Preferred Stock and Series D
Convertible Preferred Stock issued and outstanding immediately prior
to the Mergers was converted automatically into and became
exchangeable for one share of Holding Company Series B Preferred Stock
and Series G Preferred Stock, respectively; and
o each share of TeleCorp stock and Tritel stock held in the treasury of
TeleCorp and Tritel, respectively, was canceled and extinguished
without any conversion thereof and no consideration was paid in
exchange therefor.
Pursuant to Rule 12g-3(c) of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Holding Company Class A Voting Common Stock is deemed to be
registered under Section 12(g) of the Exchange Act. Alternatively, the Holding
Company Class A Voting Common Stock will be registered under the Exchange Act by
the filing of a Form 8-A registration statement on November 13, 2000. The
Holding Company Class A Voting Common Stock has been approved for listing on
Nasdaq National Market under symbol "TLCP".
Reference is made to the joint proxy statement/prospectus forming a part
of the registration statement of TeleCorp PCS, Inc. (f/k/a/ TeleCorp-Tritel
Holding Company) on Form S-4, as amended (file no. 333-36954) for additional
information about the transactions described above.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Reorganization and
Contribution, dated as of February 28, 2000, as
amended, among TeleCorp PCS, Inc., Tritel, Inc.
and AT&T Wireless Services, Inc. (incorporated
by reference to Annex A, Annex B and Annex C of
the joint proxy statement/prospectus forming a
part of the TeleCorp PCS, Inc. registration
statement on Form S-4 (file no. 333-36954)).
Exhibit 3.1 Amended and Restated Certificate of
Incorporation of TeleCorp-Tritel Holding Company
(incorporated by reference to the TeleCorp PCS,
Inc. (f/k/a TeleCorp-Tritel Holding Company)
registration statement on Form S-8 filed on
November 13, 2000).
Exhibit 3.2 Certificate of Amendment of Certificate of
Incorporation of TeleCorp-Tritel Holding Company
changing the name of the company to TeleCorp PCS,
Inc.
Exhibit 4.1 Stockholders' Agreement, dated as of November
13, 2000, among AT&T Wireless PCS, LLC, Cash
Equity Investors, Management Stockholders, Other
Stockholders and TeleCorp PCS, Inc.
Exhibit 99.1 Press Release of TeleCorp PCS, Inc. dated
November 13, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities 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.
Date: November 13, 2000
By: /s/ Thomas H. Sullivan
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Thomas H. Sullivan
Executive Vice President-
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
Exhibit 2.1 Agreement and Plan of Reorganization and
Contribution, dated as of February 28, 2000, as
amended, among TeleCorp PCS, Inc., Tritel, Inc. and
AT&T Wireless Services, Inc. (incorporated by
reference to Annex A, Annex B and Annex C of the
joint proxy statement/prospectus forming a part of
the TeleCorp PCS, Inc. registration statement on Form
S-4 (file no. 333-36954)).
Exhibit 3.1 Amended and Restated Certificate of Incorporation of
TeleCorp-Tritel Holding Company (incorporated by
reference to the TeleCorp PCS, Inc. (f/k/a
TeleCorp-Tritel Holding Company) registration statement
on Form S-8 filed on November 13, 2000).
Exhibit 3.2 Certificate of Amendment of Certificate of
Incorporation of TeleCorp-Tritel Holding Company
changing the name of the company to TeleCorp PCS, Inc.
Exhibit 4.1 Stockholders' Agreement, dated as of November 13,
2000, among AT&T Wireless PCS, LLC, Cash Equity
Investors, Management Stockholders, Other Stockholders
and TeleCorp PCS, Inc.
Exhibit 99.1 Press Release of TeleCorp PCS, Inc. dated November 13,
2000.
