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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
TELECORP PCS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
879300 10 1
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(CUSIP Number)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(908) 221-2000
with a copy to:
TREVOR S. NORWITZ, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 13, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: |_|
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following pages)
Page 1 of 18 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 879300 10 1 Page 2 of 18 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY |_|
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4 SOURCE OF FUNDS (See Instructions) OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
33,201,613
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
33,201,613
REPORTING ----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,201,613
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 879300 10 1 Page 3 of 18 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T WIRELESS SERVICES, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY |_|
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4 SOURCE OF FUNDS (See Instructions) OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
33,201,613
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
33,201,613
REPORTING ----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,201,613
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 879300 10 1 Page 4 of 18 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T WIRELESS PCS, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY |_|
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4 SOURCE OF FUNDS (See Instructions) OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
33,201,613
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
33,201,613
REPORTING ----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,201,613
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6
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14 TYPE OF REPORTING PERSON*
OO (LIMITED LIABILITY COMPANY)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to the
Class A Voting Common Stock, par value $0.01 per share ("Class A Common Stock"),
of TeleCorp PCS, Inc., a Delaware corporation (formerly known as TeleCorp-Tritel
Holding Company) ("TeleCorp II" or the "Issuer"). The Issuer's principal
executive office address is: TeleCorp PCS, Inc., 1010 N. Glebe Road, Suite 800,
Arlington, Virginia 22201. This Schedule 13D also relates to and can be viewed
as an amendment to the statement on Schedule 13D initially filed by each person
or entity reporting pursuant to this Schedule 13D (each, a "Reporting Person"
and together the "Reporting Persons") on July 28, 2000 (the "Initial Schedule
13D") with respect to the Class A Common Stock of TeleCorp PCS, Inc., a Delaware
corporation ("TeleCorp I"), which is a predecessor to the business of the
Issuer.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f). The name and state of formation or citizenship, as
applicable, of each Reporting Person is herein incorporated by reference to the
responses to Items 1 and 6 on the cover page provided for each respective
Reporting Person. The address and principal business or occupation, as
applicable, of each Reporting Person and the name, address, state of formation
or citizenship and principal business or occupation, as applicable, of each
general partner, manager, member, director or officer of each Reporting Person
not disclosed on the cover page as a Reporting Person (each, a "Disclosed Party"
and collectively, the "Disclosed Parties") is set forth on Schedules 1-A and 1-B
hereto. Unless otherwise disclosed, each such person that is an individual is,
to AT&T's knowledge, a citizen of the United States.
AT&T Corp. ("AT&T") is among the world's communications
leaders, providing voice, data and video telecommunications services to large
and small businesses, consumers and government entities. AT&T and its
subsidiaries furnish regional, domestic, international, local and Internet
communication transmission services, including cellular telephone and other
wireless services, and cable television services. The principal executive
offices of AT&T are located at 32 Avenue of the Americas, New York, New York
10013-2412. The principal executive offices of AT&T Wireless Services, Inc.
("AT&T Wireless") and AT&T Wireless PCS, LLC ("AT&T PCS") are located at
7277 164th Avenue NE, Redmond, Washington 98052.
(d) - (e). During the last five years, no Reporting Person,
or, to the knowledge of such Reporting Person, any Disclosed Party related to
such Reporting Person, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 4 of this Schedule 13D is
hereby incorporated by reference herein.
Page 5 of 18 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Initial Schedule
13D is hereby incorporated by reference herein.
The information set forth in Item 6 of this Schedule 13D is
hereby incorporated by reference herein.
TeleCorp I, Tritel, Inc. ("Tritel") and AT&T Wireless entered
into an Agreement and Plan of Reorganization and Contribution (the
"Reorganization Agreement"), dated as of February 28, 2000. The parties to the
Reorganization Agreement consummated the transactions contemplated thereby on
November 13, 2000. As part of a stock transaction, upon consummation and
pursuant to the terms of the Reorganization Agreement, each of TeleCorp I and
Tritel separately merged (together, the "Merger") with a newly formed subsidiary
of a new Issuer named TeleCorp, PCS, Inc. (referred as the TeleCorp II or Issuer
herein and formerly known as TeleCorp-Tritel Holding Company). Upon consummation
of the transaction, former shareholders of both of Tritel and TeleCorp I became
shareholders of the Issuer. Prior to the Merger, AT&T PCS (which is managed by
AT&T Wireless and is a wholly-owned affiliate of AT&T) held equity interests in
each of TeleCorp I and Tritel. In respect of the Reorganization Agreement, AT&T
Wireless contributed (the "Contribution") to TeleCorp I rights to acquire
additional wireless licenses in Wisconsin and Iowa, paid approximately $20
million in cash and extended the term of the network membership license
agreement with the operating subsidiaries through July 2005, in exchange for
approximately 9,272,740 shares of Class A Common Stock. The Reporting Persons'
acquisition of Class A Common Stock is 1) incidental to the consummation of the
Merger and 2) in respect of the Contribution. As a result of the consummation of
these transactions, AT&T Wireless' and its affiliates' equity stake in the
Issuer is approximately 22.99%, on an as converted to Class A Common Stock
basis.
(a)-(j) The Reporting Persons intend to review their holdings
in the Issuer on a continuing basis. As part of this ongoing review, the
Reporting Persons have engaged, and may in the future engage, legal and
financial advisors to assist them in such review and in evaluating strategic
alternatives that are or may become available with respect to their holdings in
the Issuer. In addition, from time to time, the Reporting Persons have been
approached by (and expect further discussions with) certain existing
stockholders of the Issuer regarding potential dispositions by such stockholders
of the Issuer's equity to certain of the Reporting Persons (including AT&T
Wireless and AT&T PCS or their affiliates). The Reporting Persons have also
engaged in exploratory discussions with certain executives and stockholders of
the Issuer regarding potential transactions between the Issuer and/or such
executives and stockholders and the Reporting Persons.
Page 6 of 18 Pages
<PAGE>
Such review, may lead to the taking of any of the actions set forth
above or may lead the Reporting Persons to consider other alternatives. However,
there can be no assurance that the Reporting Persons will develop any plans or
proposals with respect to any of the foregoing matters or take any particular
action or actions with respect to some or all of their holdings in the Issuer,
or as to the timing of any such matters should they be so pursued by the
Reporting Persons. The Reporting Persons reserve the right, at any time and in
each Reporting Person's sole discretion, to take any of the actions set forth
above.
Except as set forth above, the Reporting Persons have no
present plans or intentions that would result in any of the matters required to
be set forth in items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of the Initial Schedule
13D is hereby incorporated by reference herein.
The responses to Items 7 through 13 on the cover page provided
for each Reporting Person that relate to the beneficial ownership of the Class A
Common Stock of TeleCorp, are incorporated herein by reference.
The information set forth in Item 4 and Item 6 of this
Schedule 13D is hereby incorporated by reference herein.
(a) - (b) The responses to Items 5(a) and (b) are based upon
the outstanding shares reported to the Reporting Persons by the Issuer's counsel
on November 16, 2000. The shares beneficially held by the Reporting Persons
consist of 18,288,835 shares of Class A Common Stock representing approximately
10.24% of the outstanding shares of Class A Common Stock; 14,912,778 shares of
Series F Preferred Stock representing 100% of the outstanding shares of Series F
Preferred Stock (which are convertible at any time at the election of the
Reporting Persons into 14,717,716 shares of Class A Common Stock, provided that
unless and until the Class C Common Stock, the Class D Common Stock, the Class E
Common Stock
Page 7 of 18 Pages
<PAGE>
and the Class F Common Stock will be convertible into Class A Common Stock in
accordance with Section 4.12(e) of the Issuer's amended and restated certificate
of incorporation, as amended (which is incorporated herein by reference), each
of the first 195,063 shares of Series F Preferred Stock sought to be converted
into Class A Common are first convertible into one fully paid and non-assessable
share of Class D Common Stock); 20,902 shares of Class D Common Stock
representing approximately 2.45% of the outstanding shares of Class D Common
Stock; 2,309.31 shares of Class F Common Stock representing approximately 6.12%
of the outstanding shares of Class F Common Stock; 97,472.84 shares of Series A
Convertible Preferred Stock representing 100% of the outstanding Series A
Convertible Preferred Stock; 90,688.33 shares of Series B Convertible Preferred
Stock representing 100% of the Series B Convertible Preferred Stock; 3,070.58
shares of Series C Preferred Stock representing approximately 1.46% of the
outstanding shares of Series C Preferred Stock; and 14,981,370 shares of Series
G Preferred Stock representing 100% of the outstanding shares of Series G
Preferred Stock. On an as converted to Class A Common Stock basis, the Reporting
Persons' total beneficial ownership of equity in the Issuer is approximately
22.99%.
Each of AT&T, AT&T Wireless and AT&T PCS have the sole power
to vote or direct the vote and the sole power to dispose or to direct the
disposition of all the shares beneficially owned by them. AT&T, the sole member
of AT&T PCS, and AT&T Wireless, the sole manager of AT&T PCS, may be deemed to
beneficially own the shares held by AT&T PCS.
AT&T PCS is party to a Stockholders' Agreement dated as of
November 13, 2000 (the "Stockholders' Agreement"), by and among certain
stockholders of the Issuer, which has been filed as an exhibit hereto and which
is incorporated herein by reference (see Item 6 of this Schedule 13D for a more
detailed description). Pursuant to the terms of the Stockholders' Agreement,
certain of the Issuer's stockholders and AT&T PCS have agreed, among other
things, to vote for certain nominees to the Issuer's board of directors, and as
such they may be deemed to be part of a "group" for purposes of Section 13 of
the Securities Exchange Act of 1934, as amended, whose members collectively hold
more than 5% of TeleCorp's Class A Common Stock. Each Reporting Person disclaims
its membership in such group and disclaims beneficial ownership of any shares of
stock held by any party to the Stockholders' Agreement (other than itself, if
applicable) or any other Reporting Person attributed to them by reason of the
Stockholders' Agreement. The filing of this Schedule 13D shall not be construed
as an admission that any Reporting Person is the beneficial owner of such shares
or that the Reporting Person and any of such other stockholders' constitute such
a person or group. Each Reporting Person is not responsible for the accuracy of
any information filed in this Schedule 13D relating to any Reporting Person
other than itself and its related persons or entities.
(c) Except as otherwise set forth in this Schedule 13D, none of the
Reporting Persons has executed transactions in the Class A Common Stock during
the past 60 days.
(d) With respect to the Class A Common Stock held by any Reporting
Person, there is no person that has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such stock
other than such Reporting Person.
(e) Not applicable.
Page 8 of 18 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
AT&T PCS and certain of the Issuer's other stockholders
(including, among others, the initial investors of TeleCorp I and Tritel) are
parties to the Stockholders' Agreement. The following description of the
Stockholders' Agreement is qualified in its entirety by reference to the
Stockholders' Agreement (which is attached as an exhibit hereto and incorporated
herein by reference) and the detailed description of the Stockholders' Agreement
contained in the Issuer's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on June 20, 2000. Pursuant to the terms of
the Stockholders' Agreement, each of the parties thereto has agreed to vote all
of the shares of Class A Common Stock and Voting Preference Stock to cause the
election of fourteen individuals (two of whom have only one-half vote) each to
the Issuer's board, including:
(a) Mr. Gerald T. Vento and Mr. Thomas H. Sullivan, so long as
each remains an officer of TeleCorp and the Management Agreement
between the Issuer and TeleCorp Management Corp. remains in effect;
(b) two individuals selected by holders of a majority in interest
of the Class A Common Stock beneficially owned by certain of TeleCorp
I's initial investors other than AT&T PCS;
(c) two individuals selected by holders of a majority in interest
of the Class A Common Stock beneficially owned by certain of Tritel's
initial investors other than AT&T PCS;
(d) two individuals selected by AT&T PCS in its capacity as the
holder of the Issuer's Series A Convertible Preferred Stock and Series
B Convertible Preferred Stock so long as AT&T PCS has the right to
designate each such director in accordance with the Issuer's amended
and restated certificate of incorporation, as amended; and
(e) six individuals designated by the holders of Voting
Preference Stock, including (1) one individual who must be reasonably
acceptable to AT&T PCS; (2) two individuals who will be Mr. E.B.
Martin, Jr. and Mr. William Mounger, II, so long as each remains an
officer and employee of the Issuer, or two individuals who must be
reasonably acceptable to Mr. Martin and Mr. Mounger, each individual
in each case having one-half vote on all matters requiring a vote of
the board of directors; and (3) three individuals who must be
reasonably acceptable to holders of a majority in interest of Class A
Common Stock beneficially owned by AT&T PCS, on the one hand, and the
initial investors of TeleCorp I and Tritel other than AT&T PCS
(collectively, the "Cash Equity Investors"), on the other hand, so
long as such initial investors remain entitled to designate at least
two directors, or, if they are not so entitled, by the remaining board
of directors.
In addition to providing for the designation of the initial
fourteen members of the board of directors, the Stockholders' Agreement provides
for certain limitations on the designation of members of the board of directors
as follows:
Page 9 of 18 Pages
<PAGE>
In the event that Mr. Martin ceases to be an officer or
employee of the Issuer, Mr. Martin will resign or be removed from the board of
directors. In the event that Mr. Mounger ceases to be an officer or employee of
the Issuer and either the number of shares of common stock beneficially owned in
aggregate by Mr. Mounger and Mr. Martin falls below seventy percent of the
number of shares of the Issuer common stock beneficially owned by them on the
date of closing of the consummation of the Reorganization Agreement, or two
years elapse from the date of the closing of the consummation of the
Reorganization Agreement, Mr. Mounger will resign or be removed from the board
of directors. Following the first to occur of the resignation or removal of
either Mr. Martin or Mr. Mounger, the board of directors will be reduced by one,
the remaining individual board of director's seat will have one vote on all
matters requiring vote of the board of directors, and any nominated director
requiring the approval of Mr. Martin and Mr. Mounger will require the approval
of only the remaining individual. In the event that neither Mr. Martin nor Mr.
Mounger remains on the board of directors, the number of directors designated by
the holders of the Voting Preference Stock who require approval by Mr. Martin
and Mr. Mounger will be reduced to zero, and the number of directors designated
by the holders of the Voting Preference Stock and acceptable to holders of a
majority in interest of Class A Common Stock beneficially owned by AT&T PCS, on
the one hand, and the Cash Equity Investors on the other hand, will be increased
to four.
In the event that Mr. Vento or Mr. Sullivan ceases to be an
officer of the Issuer, or the management agreement between the Issuer and
TeleCorp Management Corp. ceases to be in full force and effect, Mr. Vento or
Mr. Sullivan, as applicable, will resign or be removed from the board of
directors and the holders of the Voting Preference Stock will select a
replacement or replacements who must be acceptable to a majority in interest of
the Cash Equity Investors and AT&T PCS. In the event that AT&T PCS ceases to be
entitled to designate directors, the director or directors elected by AT&T PCS
will resign or be removed from the board of directors and the remaining
directors will take action so that the number of directors constituting the
entire board of directors will be reduced accordingly.
The number of directors the Cash Equity Investors will be
permitted to designate will be reduced when the number of shares of common stock
beneficially owned by the Cash Equity Investors on a fully diluted basis falls
below:
(i) 85% of the number of shares of common stock beneficially
owned by such investors as of the consummation of the
Reorganization Agreement;
(ii) 70% of the number of shares of common stock beneficially
owned by such investors as of the consummation of the
Reorganization Agreement;
(iii) 60% of the number of shares of common stock beneficially
owned by such investors as of the consummation of the
Reorganization Agreement;
(iv) 50% of the number of shares of common stock beneficially
owned by such investors as of the consummation of the
Reorganization Agreement;
such that the Cash Equity Investors will be permitted to designate three, two,
one and zero directors, respectively; provided, however, that the reductions in
the board of directors may not
Page 10 of 18 Pages
<PAGE>
take place or may be delayed if certain Cash
Equity Investors hold or maintain a specified percentage of common stock as set
forth in the Stockholders' Agreement.
In each instance in which the number of directors the Cash
Equity Investors are entitled to designate is reduced, the director designated
by the Cash Equity Investors beneficially owning the smallest percentage of
shares of common stock then owned by any of the Cash Equity Investors whose
designees then remain as directors will resign or be removed from the board of
directors and the size of the board of directors will be reduced accordingly. In
the event that either: (i) the number of directors the Cash Equity Investors are
entitled to designate falls below two or (ii) both of the Cash Equity Investors
entitled under the Stockholders' Agreement to designate the last two directors
that the Cash Equity Investors may designate cease to beneficially own at least
75% of the number of shares of common stock beneficially owned by them as of the
consummation of the Reorganization Agreement, the Cash Equity Investors will no
longer be entitled to approve any designation of directors pursuant to paragraph
(e)(3) above nor approve any director that replaces Mr. Vento or Mr. Sullivan on
the board of directors.
The Stockholders' Agreement restricts the sale, transfer or
other disposition of capital stock, such as by giving rights of first offer and
tag along rights and also provides for demand and "piggyback" registration
rights.
If one of the stockholders who is a party to the Stockholders'
Agreement desires to transfer any or all of its shares of common stock, other
than Voting Preference Stock and Class C Common Stock and Class E Common Stock,
the selling stockholder must first give written notice to the Issuer and: (i) if
the selling stockholder is one of the Cash Equity Investors or any other
stockholder who is a party to the Stockholders' Agreement, to AT&T PCS and (ii)
if the selling stockholder is AT&T PCS, to each Cash Equity Investor.
The stockholders who receive notice from the selling stockholders
may acquire all, but not less than all, of the shares offered to be sold at the
price offered by the selling stockholder. If none of the stockholders opts to
purchase the shares of the selling stockholder, the selling stockholder can sell
its shares to any other person on the same terms and conditions as originally
offered to the stockholders. The right of first offer does not apply to the
Issuer's repurchase of any shares of its Class A Voting Common Stock or Class E
Preferred Stock from one of its employees in connection with the termination of
the employee's employment with the Issuer.
A stockholder subject to the Stockholders' Agreement may not
transfer (other than to certain affiliated successors) 25% (on a fully diluted
basis as calculated under the Stockholders' Agreement) or more of any of the
shares of any class of stock, whether alone or with other stockholders or
whether in one transaction or a series of related transactions, unless the
proposed transfer includes an offer to AT&T PCS, the Cash Equity Investors, Mr.
Vento and Mr. Sullivan to participate in the transfer in accordance with the
procedures included in the Stockholders' Agreement regarding the inclusion of
other stockholders in the proposed transfer.
Stockholders who are parties to the Stockholders' Agreement
also have certain demand and piggyback registration rights. In some
circumstances, such stockholders may demand that the Issuer register some or all
of their securities with the SEC under the Securities
Page 11 of 18 Pages
<PAGE>
Act of 1933. Also, if the Issuer proposes to register any shares of its Class A
Common Stock or securities convertible into or exchangeable for Class A Common
Stock with the SEC under the Securities Act of 1933 (other than registrations on
Form S-4 or Form S-8), the Issuer must notify stockholders party to the
Stockholders' Agreement of the Issuer's intention to do so, and such
stockholders may include in the registration their shares of Class A Common
Stock or securities convertible into or exchangeable for Class A Common Stock,
subject to certain cutback provisions based on limitations on the number of
shares that may be offered as determined by the underwriters in the offering.
Furthermore, in the Stockholders' Agreement, each party agrees
not to effect any public sale or distribution of Class A Common Stock or a
similar security, or any securities convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144, Rule 145
or Rule 144A under the Securities Act of 1933 during the 90 day period beginning
on the effective date of the Merger, and additionally during such period
commencing upon the filing of the registration statement for the offering
described in the next paragraph (provided that the registration statement for
such offering is filed within 60 days of the effective date of the Merger) and
continuing so long as the Issuer is using commercially reasonable efforts to
pursue such registration until such registration becomes effective, and for such
additional period of time as is reasonably requested by the managing
underwriter(s) of the offering described in the next paragraph, unless such sale
or distribution is effected through the offering described in the next
paragraph.
In the Stockholders' Agreement, the Issuer agrees to use
commercially reasonable efforts to file a registration statement giving rise to
a piggyback registration relating to the Class A Common Stock within 60 days of
the effective date of the Merger and have such registration statement declared
effective within 150 days of the effective date of the Merger; provided,
however, that the Issuer has agreed to include no more than 50% of newly issued
shares in such offering, or $150 million, up to the first $300 million
registered in such offering and thereafter no more than the 30% of the
incremental shares registered by the Issuer as primary for offerings over and
above $300 million.
In addition to the approval of the Issuer's senior lenders,
the terms of the Stockholders' Agreement may be amended only if agreed to in
writing by the Issuer and the beneficial holders of a majority of the Class A
Common Stock party to the Stockholders' Agreement, including AT&T PCS, 66 2/3%
of the Class A Common Stock beneficially owned by the Cash Equity Investors, and
66 2/3% of the Class A Common Stock beneficially owned by Mr. Vento and Mr.
Sullivan.
The stockholders' agreement will terminate upon the earliest
to occur of: (i) the written consent of each party, (ii) July 17, 2009 and (iii)
the date on which a single stockholder beneficially owns all of the outstanding
shares of Class A Common Stock.
On November 13, 2000, AT&T PCS entered into letter agreements
with each of Mr. Vento and Mr. Sullivan (each, a "Management Stockholder") (each
letter agreement, a "Letter Agreement"), pursuant to which each Management
Stockholder agreed to certain restrictions on transfer of such Management
Stockholder's shares of Voting Preference Stock, Class C Common Stock and Class
D Common Stock of the Issuer. Among other things, each
Page 12 of 18 Pages
<PAGE>
Management Stockholder agreed that he would not transfer any such shares without
first offering such shares to AT&T PCS on the same price and terms. The term
"transfer" as used in the letter agreements means (i) any proposed direct or
indirect transfer, sale or assignment, whether by operation of law or otherwise,
(ii) any proposed pledge or grant, creation or sufferage of a lien in or upon
the subject stock (unless the pledgee acknowledges in writing the existence of
the Letter Agreement and agrees in writing that the purchase right contained
therein must be complied with before such pledgee can foreclose on or otherwise
exercise any dominion or control over the subject stock), or (iii) proposing to
give, place in trust (including transfers by testamentary or intestate
succession) or other any other contract or transaction that has the effect of
transferring beneficial ownership of the subject stock (unless the persons
and/or entities acquiring such beneficial ownership of the subject stock
acknowledge in writing the existence of the Letter Agreement and agree in
writing that the purchase right contained therein must be complied with before
such transferee can exercise control over the subject stock or effect a transfer
of it). The letter agreements provide that any purchase by AT&T PCS pursuant to
such rights of first refusal may, at AT&T PCS's option, be made in cash or
shares of AT&T Wireless Group Tracking Stock. The Letter Agreements expire on
July 17, 2003.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
2.1 Agreement and Plan of Reorganization and Contribution, dated as of
February 28, 2000, among TeleCorp PCS Inc. (TeleCorp I), Tritel, Inc.
and AT&T Wireless Services, Inc. (incorporated by reference to
TeleCorp I's Form 8-K (File No. 000-27901), filed with the SEC on March
15, 2000).
3.1 Amended and Restated Certificate of Incorporation, TeleCorp PCS,
Inc. (f/k/a TeleCorp-Tritel Holding Company) (incorporated by
reference to the Issuer's Registration Statement on Form S-8 (File No.
333-49792), filed with the SEC on November 13, 2000).
3.2 Certificate of Amendment of Certificate of Incorporation of TeleCorp PCS,
Inc. (incorporated by reference to the Issuer's Form 8-K (File No.
333-36954), filed with the SEC on November 13, 2000).
10.1 Stockholders' Agreement, dated as of November 13, 2000, by and among AT&T
Wireless PCS, LLC, Cash Equity Investors, Management Stockholders and
other Stockholders identified therein, and TeleCorp PCS, Inc.
(incorporated by reference to the Issuer's From 8-K (File No. 333-36954),
filed with the SEC on November 13, 2000).
10.2 Letter Agreement by and among AT&T Wireless Services, Inc. and Gerald T.
Vento, dated November 13, 2000 (filed herewith).
10.3 Letter Agreement by and among AT&T Wireless Services, Inc. and Thomas H.
Sullivan, dated November 13, 2000 (filed herewith).
99 Agreement to file this Schedule 13D, dated November 27, 2000 (filed
herewith).
Page 13 of 18 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 27, 2000 AT&T CORP.
By: /S/ STEVEN V. GARFINKEL
----------------------------------------
Name: Steven V. Garfinkel
Title: Assistant Secretary
Date: November 27, 2000 AT&T WIRELESS PCS, LLC
By: AT&T Wireless Services, Inc., its Manager
By: /S/ WILLIAM HAGUE
----------------------------------------
Name: William Hague
Title: Senior Vice President
Date: November 27, 2000 AT&T WIRELESS SERVICES, INC.
By: /S/ WILLIAM HAGUE
-----------------------------------------
Name: William Hague
Title: Senior Vice President
Page 14 of 18 Pages
<PAGE>
Schedule 1-A
------------
AT&T CORP.
DIRECTORS AND EXECUTIVE OFFICERS
The name and present principal occupation of each director and
executive officer of AT&T Corp. are set forth below. The business address for
each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking
Ridge, New Jersey 07920.
Name Title
---- -----
C. Michael Armstrong Chairman and Chief Executive Officer
Kenneth T. Derr Director; Retired Chairman of the Board of
Chevron Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics
Incorporated
Walter Y. Elisha Director; Retired Chairman of the Board and
Chief Executive Officer of Springs
Industries, Inc.
George M. C. Fisher Director; Chairman of the Board of Eastman
Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer
of Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. Mc Henry Director; President of The IRC Group LLC
Louis A. Simpson Director; President and Chief Executive Officer
of Capital Operations of GEICO Corporation
Michael I. Sovern Director; President Emeritus and Chancellor Kent
Professor of Law at Columbia University
Sanford I. Weill Director; Chairman and Co-Chief Executive Officer
of Citigroup Inc.
John D. Zeglis Director; Chairman and Chief Executive
Officer of AT&T Wireless Group
Page 15 of 18 Pages
<PAGE>
Schedule 1-A continued
----------------------
Name Title
---- -----
James W. Cicconi General Counsel and Executive Vice President-Law
& Government Affairs
Nicholas S. Cyprus Vice President and Controller
Mirian M. Graddick-Weir Executive Vice President - Human Resources
Frank Ianna Executive Vice President and President
AT&T Network Services
Richard J. Martin Executive Vice President - Public Relations and
Employee Communication
David C. Nagel President - AT&T Labs & Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief
Financial Officer
John C. Petrillo Executive Vice President - Corporate Strategy &
Business Development
Richard R. Roscitt Executive Vice President and President - AT&T
Business Services
Daniel E. Somers* President and CEO - AT&T Broadband
*Mr. Somers is a Canadian citizen.
Page 16 of 18 Pages
<PAGE>
Schedule 1-B
------------
AT&T WIRELESS SERVICES, INC.
DIRECTORS AND EXECUTIVE OFFICERS
The name and present principal occupation of each director and
executive officer of AT&T Wireless Services, Inc. are set forth below. The
business address for each person listed below, unless otherwise indicated, is
7277 164th Avenue, NE, Redmond, WA 98052.
Title Name Address
----- ---- -------
Director; Chairman and John D. Zeglis 295 North Maple Avenue
Chief Executive Officer of Basking Ridge, NJ 07920
AT&T Wireless Group
Director; President Mohan Gyani
Director Harold W. Burlingame 295 North Maple Avenue
Basking Ridge, NJ 07920
Executive Vice President Jordan M. Roderick
- International
Executive Vice President Robert H. Johnson
- Wireless Operations
Sr. Vice President - William W. Hague
Acquisitions/Assistant
Secretary
Sr. Vice President - Donald A. Boerema
Business Development and
Strategy
Sr. Vice President - Emilio Echave 11760 N. U.S. Highway 1
Channel Operations West Tower, 3rd Floor
North Palm Beach, FL 33408
Sr. Vice President - Roderick Nelson
Engineering
Sr. Vice President - Joseph McCabe 295 North Maple Avenue
Finance Basking Ridge, NJ 07920
Sr. Vice President - Gregory P. Landis
General Counsel and
Secretary
Sr. Vice President - Kim S. Whitehead
Marketing
Sr. Vice President - Andrea J. Doelling 1001 16th Street
National Markets Suite C-1, A-125
Denver, CO 80265
Sr. Vice President - Kendra VanderMuelen
Product Management and
Development
Vice President Larry Siefert
Vice President - Joseph E. Stumpf
Acquisitions and
Development
Vice President - Robert Stokes, Jr.
Associate General
Counsel
Vice President - J. Walter Hyer, III
Associate General
Counsel/Assistant
Secretary
Page 17 of 18 Pages
<PAGE>
Schedule 1-B continued
----------------------
Title Name Address
----- ---- -------
Vice President - Carrier Donald Adams
Relations Acquisitions
and Development
Vice President - Jane O'Donaghue
Corporate Communications
Vice President - External Douglas I. Brandon 1150 Connecticut Avenue
Affairs/Assistant 4th Floor
Secretary Washington, DC 20036
Vice President - Robert L. Lewis
International Business
Development
Vice President - Tax and Lawrence Kurland
Treasurer
Page 18 of 18 Pages
