<PAGE>
Exhibit 99.1
PROXY
TELECORP PCS, INC.
THIS PROXY IS BEING SOLICITED BY TELECORP PCS, INC.'S BOARD OF
DIRECTORS
The undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Joint Proxy Statement-Prospectus dated
June 20, 2000 in connection with the special meeting to be held at 10:00 a.m.,
eastern standard time on Tuesday, August 8, 2000 at the Key Bridge Marriott
Hotel, 1401 Lee Highway, Arlington, Virginia 22209 and hereby appoints Thomas H.
Sullivan and Gerald T. Vento, and each of them (with full power to act alone),
the attorneys and proxies of the undersigned, with power of substitution to
each, to vote all shares of the class A voting common stock of TeleCorp PCS,
Inc. registered in the name provided herein which the undersigned is entitled to
vote at the August 8, 2000 Special Meeting of Stockholders, and at any
adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said Proxy.
This Proxy when executed will be voted in the manner directed herein. If no
direction is made this Proxy will be voted FOR Proposal 1.
In their discretion the proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
SEE REVERSE SIDE FOR PROPOSAL 1. If you wish to vote in accordance with the
Board of Directors' recommendations, just sign on the reverse side. You need
not mark any boxes.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Please take note of the important information enclosed with this Proxy.
(SEE REVERSE SIDE) (SEE REVERSE SIDE)
<PAGE>
[X] Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposal 1.
1. Proposal to adopt the Agreement and Plan of Reorganization & Contribution,
dated as of February 28, 2000, as amended by Amendment No. 1 to the Agreement
and Plan of Reorganization & Contribution, dated as of May 4, 2000, and as
further amended by Amendment No. 2 to the Agreement and Plan of Reorganization &
Contribution, dated as of June 12, 2000, by and among TeleCorp PCS, Inc.,
Tritel, Inc., and AT&T Wireless Services, Inc., and of the transactions
contemplated thereby pursuant to which TeleCorp PCS, Inc. and Tritel, Inc. will
each become a wholly owned subsidiary of a new holding company, TeleCorp-Tritel
Holding Company, that will be renamed TeleCorp PCS, Inc. and:
. each share of each class of TeleCorp PCS, Inc. common stock will be
automatically converted into one share of a corresponding class of
substantially identical TeleCorp-Tritel Holding Company class A voting
common through class D common and voting preference common stock, except
that each share of TeleCorp PCS, Inc. class B non-voting common stock
will be automatically converted into one share of TeleCorp-Tritel Holding
Company class A voting common stock; and
. each share of each series of TeleCorp preferred stock will be
automatically converted into one share of a corresponding series of
TeleCorp-Tritel Holding Company preferred stock having terms
substantially identical to those of the TeleCorp PCS, Inc. preferred
stock.
[__] FOR [__] AGAINST [__] ABSTAIN
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [__]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [__]
Please sign exactly as name(s) appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
Signature:_______________________________ Date ______________
Signature:_______________________________ Date ______________
