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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 26, 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).
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<PAGE>
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CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 1 OF 20)
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF SHARES 7 SOLE VOTING POWER
35,410,279 (1)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
35,410,279 (1)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,410,279
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.84
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes shares beneficially owned by virtue of the Equity Purchase
Agreement (as described under Item 6) which the reporting person cannot vote or
dispose of until they have been acquired thereunder.
<PAGE>
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CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 2 OF 20)
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
35,410,279 (1)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
35,410,279 (1)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,410,279
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.84
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes shares beneficially owned by virtue of the Equity Purchase
Agreement (as described under Item 6) which the reporting person cannot vote or
dispose of until they have been acquired thereunder.
2
<PAGE>
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CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 3 OF 20)
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
35,410,279 (1)
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
35,410,279 (1)
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,410,279
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.84
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes shares beneficially owned by virtue of the Equity Purchase
Agreement (as described under Item 6) which the reporting person cannot vote or
dispose of until they have been acquired thereunder.
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<PAGE>
ITEM 1. Security and Issuer.
This Amendment relates to the Class A Voting Common Stock, par value
$0.01 per share, the Series C Preferred Stock, par value $0.01 per share, and
the Series E Preferred Stock, par value $0.01 per share, of TeleCorp PCS, Inc.,
a Delaware corporation (formerly known as TeleCorp-Tritel Holding Company) (the
"Issuer"). The Issuer's principal executive office address is located at 1010 N.
Glebe Road, Suite 800, Arlington, Virginia 22201. This Schedule 13D amends 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 November 13, 2000 (the "Initial Schedule 13D").
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 Items 4 and 6 of this Schedule 13D is
hereby incorporated by reference herein.
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ITEM 4. Purpose of Transaction.
The information set forth in Item 6 of this Schedule 13D is hereby
incorporated by reference herein.
TeleCorp PCS, Inc. ("TeleCorp I"), which is a predecessor of the
Issuer, 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.
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.
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<PAGE>
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 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 Items 4 and 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: 20,497,501 shares of Class A Common Stock representing approximately 11.48%
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 14,912,778 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 and the Class F Common Stock are 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), the first 195,063 shares of Series F Preferred Stock sought to be
converted into Class A Common are 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;
3,668.58 shares of Series C Preferred Stock representing approximately 1.74% of
the outstanding shares of Series C Preferred Stock; 10,549 shares of Series E
Preferred Stock representing approximately 41.09% of the outstanding shares of
Series E 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 26.11%.
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 other than shares they have agreed to
purchase but not yet acquired. 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
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<PAGE>
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.
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;
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(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:
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
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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 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
9
<PAGE>
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. AT&T PCS has waived its right of
first offer with respect to certain shares of the Issuer's Class A Common Stock
so that the holders thereof could pledge them as collateral for loans. The
lenders to these holders have granted to AT&T PCS a right of first negotiation
in the event that the lender forecloses on the shares. The form of right of
first negotiation granted by the lenders is attached hereto as Exhibit 10.8 and
is incorporated herein by reference.
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 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
10
<PAGE>
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.
The Reporting Persons have been advised by the Issuer that it has
entered into agreements with certain of its employees with respect to the
capital stock of the Issuer owned by such employees. AT&T PCS may be a third
party beneficiary of these agreements. These agreements contain voting
provisions for the Issuer's Board of Directors and a right of first offer and a
right of first negotiation in favor of AT&T PCS.
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 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
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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 were to have expired on
July 17, 2003.
On December 26, 2000, the parties to the Letter Agreements amended (as
of December 22, 2000) the same to provide that before either of Mr. Vento or Mr.
Sullivan may transfer any Voting Preference Stock, Class C Common Stock or Class
D Common Stock of the Issuer to another person, he must first offer such shares
to AT&T PCS at the lesser of (a) the same price at which he would transfer such
shares to the other person or (b) the average closing price of the Issuer's
Class A Common Stock for a five-day period preceding such offer. The Letter
Agreements were also amended to remove the termination dates so that they do not
expire. The amendments to the Letter Agreements are Exhibits 10.6 and 10.7
hereto and are incorporated herein by reference.
On December 26, 2000, AT&T Wireless entered into an Equity Purchase
Agreement with Mr. Vento and Mr. Sullivan (the "Equity Purchase Agreement"). The
Equity Purchase Agreement, which is dated as of December 22, 2000, provides for
AT&T Wireless to purchase 1,339,602 shares of Class A Common Stock, 490 shares
of Series C Preferred Stock and 6,540 shares of Series E Preferred Stock from
Mr. Vento, and 896,064 shares of Class A Common Stock, 108 shares of Series C
Preferred Stock and 4,009 shares of Series E Preferred Stock from Mr. Sullivan,
in each case at a purchase price of $21.00 per share, payable in cash or
marketable securities. If AT&T Wireless uses cash to pay the purchase price, it
is expected that it will come from working capital. The Equity Purchase
Agreement also provides that the closing of such purchase and sale will occur,
subject to the receipt of regulatory approvals and the fulfillment or waiver of
other conditions, on the earlier of January 2, 2002 and three business days
following notice from AT&T Wireless. If the transactions contemplated by the
Equity Purchase Agreement are consummated, the equity stake of AT&T Wireless and
its affiliates in the Issuer will be approximately 18.30% on an
as-converted-to-Class A Common Stock basis. The Equity Purchase Agreement is
Exhibit 10.4 hereto and is incorporated herein by reference.
On December 26, 2000, AT&T Wireless entered into a Put Rights
Agreement with Gerald T. Vento and Thomas H. Sullivan (the "Put Rights
Agreement"). Under the Put Rights Agreement, which is dated as of December 22,
2000, Messrs. Vento and Sullivan have the right to require AT&T Wireless to
purchase up to 2,917,988 shares and 2,003,901 shares, respectively, which they
currently own of Class A Common Stock at a purchase price equal to the lesser of
$18.30 and the 20-trading day average closing price of the Class A Common Stock
at the time of the purchase and sale, payable in cash or marketable securities.
If AT&T Wireless uses cash to pay the purchase price, it is expected that it
will come from working capital. This right is exercisable from August 1, 2003
through July 31, 2005. However, if the average closing price of the Class A
Common Stock is $16.30 or more during any 20-trading day period before July 31,
2004, the exercise period will expire on July 31, 2004, and if the average
closing price of the Class A Common Stock is $16.30 or more during any
20-trading day period after July 31, 2004 but before July 31, 2005, the exercise
period will expire ten days after the end of such 20-trading day period. If the
transactions contemplated by the Put Rights Agreement are consummated fully, the
equity stake of AT&T Wireless and its affiliates in the Issuer will be
approximately 20.33% on an as-converted-to-Class A Common Stock basis, assuming
the
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transactions contemplated by the Equity Purchase Agreement are consummated.
The Put Rights Agreement is Exhibit 10.5 hereto and is incorporated herein by
reference.
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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 (incorporated by reference to the
Reporting Persons' Schedule 13D (File No. 005-58279), filed with the
SEC on November 24, 2000).
10.3 Letter Agreement by and among AT&T Wireless Services, Inc. and Thomas
H. Sullivan, dated November 13, 2000 (incorporated by reference to the
Reporting Persons' Schedule 13D (File No. 005-58279), filed with the
SEC on November 24, 2000).
10.4 Equity Purchase Agreement dated as of December 22, 2000 among AT&T
Wireless Services, Inc., Gerald T. Vento and Thomas H. Sullivan (filed
herewith).
10.5 Put Rights Agreement dated as of December 22, 2000 among AT&T Wireless
Services, Inc., Gerald T. Vento and Thomas H. Sullivan (filed
herewith).
10.6 Amendment dated as of December 22, 2000 to Letter Agreement between
AT&T Wireless Services, Inc. and Gerald T. Vento (filed herewith).
10.7 Amendment dated as of December 22, 2000 to Letter Agreement between
AT&T Wireless Services, Inc. and Thomas H. Sullivan (filed herewith).
10.8 Form of Lenders Right of First Negotiation (filed herewith)
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99 Agreement to file this Schedule 13D, dated November 27, 2000
(incorporated by reference to the Reporting Persons' Schedule 13D
(File No. 005-58279), filed with the SEC on November 24, 2000).
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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: December 29, 2000 AT&T CORP.
By: /s/ STEVEN GARFINKEL
------------------------------------
Name: Steven Garfinkel
Title: Assistant Secretary
Date: December 29, 2000 AT&T WIRELESS PCS, LLC
By: AT&T Wireless Services, Inc., its
Manager
By: /s/ JOSEPH E. STUMPF
------------------------------------
Name: Joseph E. Stumpf
Title: Vice President
Date: December 29, 2000 AT&T WIRELESS SERVICES, INC.
By: /s/ JOSEPH E. STUMPF
------------------------------------
Name: Joseph E. Stumpf
Title: Vice President
Page 16 of 20
<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
James W. Cicconi General Counsel and Executive Vice President-Law &
Government Affairs
Nicholas S. Cyprus Vice President and Controller
Page 17 of 20
<PAGE>
Schedule 1-A
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 18 of 20
<PAGE>
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 Basking Ridge, NJ 07920
of AT&T Wireless Group
Director; President Mohan Gyani
Director Harold W. Burlingame 295 North Maple Avenue
Basking Ridge, NJ 07920
Executive Vice Jordan M. Roderick
President -
International
Executive Vice Robert H. Johnson
President - 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
Page 19 of 20
<PAGE>
Title Name Address
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
Vice President - Jane O'Donaghue
Corporate
Communications
Vice President - Douglas I. Brandon 1150 Connecticut Avenue
External 4th Floor
Affairs/Assistant Washington, DC 20036
Secretary
Vice President - Robert L. Lewis
International Business
Development
Vice President - Tax Lawrence Kurland
and Treasurer
Page 20 of 20
