TELEDESIC CORP
425, 2000-08-08
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<PAGE>   1
                                           Filed by ICO-Teledesic Global Limited
                                                  Pursuant to Rule 425 under the
                                                      Securities Act of 1933, as
                                              amended, and deemed filed pursuant
                                                to Rule 14a-12 of the Securities
                                                Exchange Act of 1934, as amended

                                          Subject company: Teledesic Corporation
                                                   Commission File No: 132-

ON MAY 12, 2000, ICO-TELEDESIC GLOBAL LIMITED AND NEW ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED ISSUED THE FOLLOWING PRESS RELEASE:

                   NEW ICO EMERGES FROM BANKRUPTCY PROTECTION

LONDON and BELLEVUE, Wash.- May 17, 2000 - New ICO, formerly ICO Global
Communications, has successfully emerged from Chapter 11 bankruptcy protection
following completion of a $1.2 billion investment led by telecommunications
pioneer Craig McCaw and a group of U.S. and international investors.

"I congratulate New ICO, its employees and its partners around the world on all
the hard work required to facilitate the company's transformation," McCaw said.
"We appreciate having the opportunity to learn from the pioneering efforts of
others in reconfiguring New ICO for the market." New ICO officially emerged from
bankruptcy protection today.

In related news, ICO-Teledesic Global Limited, a new holding company that
controls the satellite assets of McCaw's private investment company Eagle River
Investments LLC, intends within the next week to propose to New ICO a merger of
the two companies. As a result of New ICO's just-completed reorganization plan,
ICO-Teledesic Global is the controlling shareholder in London-based New ICO.
This proposal is subject to approval by the New ICO board and shareholders and
regulatory authorities.

On May 12, Teledesic's board of directors approved the merger of Bellevue,
Washington-based Teledesic into ICO-Teledesic Global, but the merger remains
subject to shareholder and regulatory approvals. Under the proposal, New ICO and
Teledesic would become wholly owned subsidiaries of ICO-Teledesic Global.

New ICO's founding shareholder and distributor group will be a key asset to the
company. "We're honored to be on the same team with New ICO's distribution
partners," McCaw said. "This unrivaled global network of leading
telecommunications companies includes many of the strongest distribution
partners in all regions of the world."

McCaw will serve as chairman of ICO-Teledesic Global in addition to his role as
chairman of New ICO and founder and chairman of Teledesic LLC. Having
successfully completed his goal of guiding ICO through the bankruptcy process,
Richard Greco is resigning as chief executive officer of ICO to develop his own
telecommunications venture. Russell Daggatt becomes acting CEO of New ICO and
ICO-Teledesic Global.


<PAGE>   2
"I am gratified that the efforts of the ICO team, aided by the support and
vision of Craig McCaw, have culminated in the rebirth of New ICO," Greco said.
"With the bankruptcy process behind us, I am happy to leave the company in the
hands of a capable team and global partners." Daggatt said, "Richard has
provided valuable leadership as our teams have worked together to bring about
the resurgence of New ICO."

WIRELESS INTERNET FOCUS

Building on the mobile voice capabilities of its existing system design, New ICO
will also offer a family of services that are the satellite equivalent of
third-generation (3G) wireless services, including wireless Internet and other
packet-data services.

Since McCaw announced plans to invest in ICO on November 1, 1999, Teledesic
representatives have worked closely with ICO and its industrial partners Hughes
Space and Communications, Hughes Network Systems, NEC and Ericsson to upgrade
the New ICO ground network. The improvements will enable New ICO to provide
high-speed Internet services through its constellation of 10 medium-Earth-orbit
satellites plus two on-orbit spares.

"The enhancements to the New ICO network have been made in its ground
infrastructure, which will make it possible to upgrade and evolve the network
over time and even to switch among different technologies in real-time," Daggatt
said. "The New ICO and Teledesic teams are already working together laying the
groundwork for delivering quality global voice and satellite 3G wireless
services."

Indian entrepreneur Subhash Chandra is among the investors in ICO-Teledesic
Global.

BACKGROUND

New ICO is the successor to ICO Global Communications (Holdings) Limited,
established in January 1995 to provide global mobile personal communications
services by satellite. ICO Global Communications was listed on NASDAQ in July
1998. The stock was suspended from trading when the company filed for Chapter 11
protection on August 27, 1999. The business was renamed New ICO following its
emergence from Chapter 11 protection on May 17. New ICO (pronounced "EYE-co") is
based in London with offices in Washington, D.C.; Miami; Singapore; Beijing;
Mumbai, India; Dubai; Moscow; Istanbul, Turkey; and Pretoria, South Africa.

Telecommunications pioneer Craig McCaw and Microsoft founder Bill Gates are
Teledesic's two primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal, The Boeing Company and The Abu Dhabi
Investment Company. Teledesic is the first licensed satellite communications
network that will enable affordable, worldwide access to advanced
telecommunications services such as computer networking, broadband Internet
access and interactive multimedia. Teledesic will deliver broadband data and
value-added services over a global network optimized for the Internet Protocol.
Teledesic (pronounced "tel-eh-DEH-sic") is based in Bellevue, a suburb of
Seattle, Washington, with offices in Brussels, Belgium; London, United Kingdom;
Madrid, Spain; Munich, Germany; Ottawa, Canada; and Washington, D.C.


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<PAGE>   3
DISCLOSURE

On May 3, the Amended Plans of Reorganization of ICO Global Communications
(Holdings) Limited ("Old ICO"), a Bermuda corporation, and certain of its
affiliates were collectively confirmed by the U.S. Bankruptcy Court for the
District of Delaware and on May 17, the plans became effective. Based on the
plans, the holders of the existing common shares of Old ICO will receive shares
of common stock comprising approximately 1 percent of the common equity
capitalization of New ICO Global Communications (Holdings) Limited, the
reorganized company, and warrants to purchase such common stock. In addition,
the plans provide for Old ICO to be liquidated under Bermuda law, and the common
shares of Old ICO will eventually be canceled. While shares of Old ICO may
remain outstanding until the liquidation is complete, the existing common shares
of Old ICO no longer have any value other than the value of the shares and
warrants being received under the reorganization plans.

ON JULY 11, 2000, ICO-TELEDESIC GLOBAL LIMITED AND NEW ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED ISSUED THE FOLLOWING PRESS RELEASE:

      ICO-Teledesic Global Limited Announces Investments Totaling More Than
          $1 Billion - Leading Investors Included Eagle River, Clayton,
                           Dubilier & Rice, Bill Gates

LONDON and BELLEVUE, Washington - July 11, 2000 - ICO-Teledesic Global Limited,
a holding company that controls the satellite assets of telecommunications
pioneer Craig McCaw, today announced investment agreements totaling more than $1
billion from a number of top international investors, including Eagle River,
Clayton, Dubilier & Rice, Inc. (CD&R) and Bill Gates.

CD&R, a leading private equity investor, announced that a fund it manages would
invest up to $350 million in the satellite communications venture. CD&R has
committed to invest $150 million in ICO-Teledesic Global and has the option to
invest up to an additional $200 million in the company at a later date.

Gates, chairman and chief software architect of Microsoft Corporation, has
committed to invest $100 million in ICO-Teledesic Global through his private
investment vehicle, Cascade Investment LLC. Gates joined McCaw in 1994 as one of
Teledesic's two primary founding investors.

ICO-Teledesic Global also has received $500 million from Eagle River Investments
LLC, McCaw's private investment company. This $500 million was part of the
previously announced $1.2 billion McCaw-led successful financial restructuring
of London-based New ICO. ICO-Teledesic Global used those funds to help secure a
controlling interest in New ICO, formerly ICO Global Communications, which
emerged from Chapter 11 on May 17.


                                       3
<PAGE>   4
ICO-Teledesic Global plans to be a global provider of wireless
Internet-in-the-Sky satellite communications services, including Internet
Protocol-based mobile and fixed broadband services. Building on its core
capabilities of high-quality, mobile voice services, New ICO will also offer the
satellite equivalent of third-generation (3G) wireless services, including
wireless Internet and other packet-data services. New ICO will begin offering
its services worldwide in 2003. Teledesic will deliver affordable broadband data
and value-added services over a global network optimized for the Internet
Protocol. Its target service date is late 2004.

"We look for opportunities to apply our operating skills to build strong
businesses and our investment in ICO-Teledesic Global fits that strategy. We
believe its focus on high-speed wireless data and emerging new applications
positions the company for success," said Donald J. Gogel, chief executive of
CD&R. "We are pleased to be partners with Craig McCaw, Bill Gates and the other
international investors and plan to add the operating expertise of our
partnership to this extraordinarily capable team." CD&R operating partner George
W. Tamke will serve on the ICO-Teledesic Global board. Tamke is the former vice
chairman and co-CEO of Emerson Electric Co.

McCaw said, "We're honored and humbled to have such sophisticated international
investors as part of our team. We're further honored that Bill Gates continues
to be an outstanding partner and supporter. We greatly appreciate his
participation." McCaw is chairman of ICO-Teledesic Global in addition to his
role as chairman of New ICO and founder and chairman of Teledesic LLC.

Other leading investors in ICO-Teledesic Global have invested $65 million,
including Indian media entrepreneur Subhash Chandra, and Burtington Resources
Inc., a private investment vehicle of Swiss investors Jack and Philippe Setton.

ICO-Teledesic Global has proposed a merger of New ICO and Teledesic with
ICO-Teledesic Global. The merger of New ICO into ICO-Teledesic Global is subject
to approval by the New ICO board and shareholders as well as regulatory
authorities. Teledesic's board of directors has already approved the merger of
Bellevue, Washington-based Teledesic into ICO-Teledesic Global. This merger also
remains subject to shareholder and regulatory approvals. Once the mergers are
completed, New ICO and Teledesic will be wholly owned subsidiaries of
ICO-Teledesic Global.

BACKGROUND

Clayton, Dubilier & Rice, Inc. is a private investment firm that manages a pool
of equity capital of more than $3.5 billion on behalf of public and private
pension funds, college endowments, private foundations, banks and insurance
companies. Since its founding in 1978, CD&R has led investments in 33
businesses, including Lexmark International Inc., Fairchild Dornier and Kinko's
Inc., with aggregate annual sales of over $21 billion. Last week, a CD&R and
Cisco Systems Inc.-led investor group announced that they would buy 80 percent
of Italtel, a telecommunications equipment maker in Italy, from Telecom Italia
in a transaction valued at approximately $1 billion. CD&R has offices in New
York, Menlo Park and London. To learn more about CD&R, visit www.cdr-inc.com.


                                       4
<PAGE>   5
New ICO acquired the assets of ICO Global Communications (Holdings) Limited,
established in January 1995 to provide global mobile personal communications
services by satellite. ICO Global Communications was listed on NASDAQ in July
1998. The stock was suspended from trading when the company filed for Chapter 11
protection on August 27, 1999. The business was renamed New ICO following its
emergence from Chapter 11 protection on May 17. New ICO will offer the satellite
equivalent of third-generation (3G) wireless services, including mobile voice,
wireless Internet and other packet-data services. New ICO (pronounced "EYE-co")
is based in London with offices in Washington, D.C.; Miami; Singapore; Beijing;
Mumbai, India; Dubai; Moscow; Istanbul, Turkey; and Pretoria, South Africa

Telecommunications pioneer Craig McCaw and Microsoft founder Bill Gates are
Teledesic's two primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal, The Boeing Company and The Abu Dhabi
Investment Company. Teledesic is the first licensed satellite communications
network that will enable affordable, worldwide access to advanced
telecommunications services such as computer networking, broadband Internet
access and interactive multimedia. Teledesic will deliver broadband data and
value-added services over a global network optimized for the Internet Protocol.
Teledesic (pronounced "tel-eh-DEH-sic") is based in Bellevue, a suburb of
Seattle, Washington, with offices in Brussels, Belgium; London, United Kingdom;
Madrid, Spain; Munich, Germany; Ottawa, Canada; and Washington, D.C.

ON JULY 24, 2000, ICO-TELEDESIC GLOBAL LIMITED AND NEW ICO GLOBAL COMMUNICATIONS
(HOLDINGS) LIMITED ISSUED THE FOLLOWING PRESS RELEASE:

   ICO-Teledesic Global Names Former Senior Cable & Wireless Executive as CEO
        Greg Clarke Has Extensive Data, Broadband and Wireless Experience

LONDON - July 24, 2000 - ICO-Teledesic Global Limited, a new holding company
that controls the satellite assets of telecommunications pioneer Craig McCaw,
today announced that telecommunications veteran Greg Clarke has joined the
company as chief executive officer.

Clarke, 42, is the former chief executive officer of Cable & Wireless
Communications plc (CWC), which prior to a recent restructuring was the United
Kingdom's largest cable television company and Britain's second largest
telephone company. Clarke played a critical role in establishing CWC following
the merger of Mercury Communications with three cable companies in 1997. Under
his leadership, CWC launched the world's first cable modem-based broadband
interactive digital television service. Clarke also committed CWC to being one
of the first national telephone operators in the world to upgrade its entire
core network to IP (Internet Protocol) technology. He also established one of
the largest full-service Web-hosting facilities in Europe. When sold in May, CWC
had more than tripled shareholder value during the company's three years of
operation.

"Greg Clarke embodies everything we want in the leader of ICO-Teledesic Global,"
said McCaw, chairman of ICO-Teledesic Global. "He has extensive international
telecommunications expertise in the data, broadband and wireless markets that
ICO-Teledesic Global plans to serve. He has a proven track record in product
development and sales and marketing. He's a smart, capable, dynamic and popular
leader."


                                       5
<PAGE>   6
Clarke will lead the New ICO and Teledesic teams and have overall management
responsibility for the development of the companies' advanced wireless services.
He will also work closely with ICO-Teledesic Global's international partners,
which include some of the most prominent telecommunications providers in the
world.

"I look forward to working with Craig McCaw and the ICO-Teledesic Global team to
build a powerful range of global wireless voice and data services," Clarke said.
"This is a tremendous opportunity to build value for our shareholders and future
customers."

Clarke's appointment comes on the heels of an announcement July 11 that
ICO-Teledesic Global had secured investment agreements totaling more than $1
billion (Pound Sterling 670 million) from a number of top international
investors. Investors include Eagle River Investments LLC, McCaw's private
investment company; a fund managed by Clayton, Dubilier & Rice Inc., a leading
private equity investor; and Bill Gates, chairman and chief software architect
of Microsoft Corporation.

George Tamke, an operating partner from Clayton, Dubilier & Rice who serves on
the ICO-Teledesic Global board, said, "We are pleased to have identified an
executive with the stature and international telecommunications experience to
execute a complex global business strategy. We look forward to working with Greg
and the rest of the leadership team to implement this plan and successfully grow
this business."

Prior to serving as CEO of Cable & Wireless Communications, Clarke was the
company's chief operating officer from May 1997 to January 1999. Previously, he
was the managing director of mobile communications for Cable and Wireless.
Before joining Cable and Wireless, Clarke was vice president of cellular at
Nortel Matra Communications France. He also held numerous management positions
at Dowty-Case Communications and Plessey Group plc.

Clarke holds a master's in business administration from City University in
London as well as a bachelor's degree in business from Wolverhampton
Polytechnic.

BACKGROUND

ABOUT ICO-TELEDESIC GLOBAL

ICO-Teledesic Global will be a global provider of wireless Internet-in-the-Sky
satellite communications services, including Internet Protocol-based mobile and
fixed broadband services. Building on its core capabilities of high-quality,
mobile voice services, New ICO will also offer the satellite equivalent of
third-generation (3G) wireless services, including wireless Internet and other
packet-data services. New ICO will begin offering its services worldwide in
2003. Teledesic will deliver affordable broadband data and value-added services
over a global network optimized for the Internet Protocol. Its target service
date is late 2004.

ICO-Teledesic Global has proposed mergers of New ICO and Teledesic with
ICO-Teledesic Global. The merger of New ICO into ICO-Teledesic Global is subject
to approval by the New ICO board and shareholders as well as regulatory
authorities. Teledesic's board of directors has already approved the merger of
Bellevue, Washington-based Teledesic into ICO-Teledesic Global. This merger also
remains subject to shareholder and regulatory approvals.


                                       6
<PAGE>   7
ABOUT NEW ICO

New ICO, a private company, acquired the assets of ICO Global Communications
(Holdings) Limited, which was established in January 1995 to provide global
mobile personal communications services by satellite. The business was renamed
New ICO following the successful $1.2 billion (Pound Sterling 804 million)
McCaw-led financial restructuring of New ICO, which was completed in May 2000.
New ICO (pronounced "EYE-co") is based in London with offices in Washington,
D.C.; Miami; Singapore; Beijing, China; Mumbai, India; Dubai, United Arab
Emirates; Moscow, Russia; Istanbul, Turkey; and Pretoria, South Africa.

ABOUT TELEDESIC

Telecommunications pioneer Craig McCaw and Microsoft founder Bill Gates are
Teledesic's two primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal, The Boeing Company and The Abu Dhabi
Investment Company. Teledesic is the first licensed satellite communications
network that will enable affordable, worldwide access to advanced
telecommunications services such as computer networking, broadband Internet
access and interactive multimedia. Teledesic will deliver broadband data and
value-added services over a global network optimized for the Internet Protocol.
Teledesic (pronounced "tel-eh-DEH-sic") is based in Bellevue, a suburb of
Seattle, Washington, with offices in Brussels, Belgium; London, United Kingdom;
Madrid, Spain; Munich, Germany; Ottawa, Canada; and Washington, D.C.


                                       7
<PAGE>   8

THE FOLLOWING INFORMATION APPEARS ON THE TELEDESIC WEBSITE

(1)
                         ICO-TELEDESIC GLOBAL FAST FACTS

THE COMPANY
ICO-Teledesic Global will be a global provider of wireless
Internet-in-the-Sky(R) satellite communications services, including Internet
Protocol-based mobile and fixed broadband services.

TIMELINE

FEBRUARY 9, 2000     ICO-Teledesic Global founded.

MAY 17, 2000         ICO-Teledesic Global becomes controlling shareholder in New
                     ICO as Craig McCaw completes a successful $1.2 billion
                     (Pound Sterling804 million) financial restructuring of the
                     company; plans are announced to merge New ICO and Teledesic
                     into ICO-Teledesic Global.

JULY 11, 2000        ICO-Teledesic Global announces investment agreements
                     totaling more than $1 billion (Pound Sterling670 million).
                     Investors include Eagle River Investments LLC, McCaw's
                     private investment company; a fund managed by Clayton,
                     Dubilier & Rice Inc., a leading private equity investor;
                     and Bill Gates, chairman and chief software architect of
                     Microsoft Corporation.

JULY 24, 2000        Wireless and data communications veteran Greg Clarke joins
                     company as chief executive officer.

PRINCIPAL SHAREHOLDERS/INDUSTRIAL PARTNERS

Investors in ICO-Teledesic Global include Eagle River Investments LLC, Craig
McCaw's private investment firm; a fund managed by leading equity investor
Clayton, Dubilier & Rice Inc.; Microsoft Chairman Bill Gates; Indian media
entrepreneur Subhash Chandra; and Burtington Resources Inc., a private
investment vehicle of Swiss investors Jack and Philippe Setton.

SERVICES

Building on its core capabilities of high-quality, mobile voice services, New
ICO will also offer the satellite equivalent of third-generation (3G) wireless
services, including wireless Internet and other packet-data services. Teledesic
will deliver broadband data and value-added services over a global network
optimized for the Internet Protocol.

MERGER PLANS

<PAGE>   9

ICO-Teledesic Global has proposed mergers of New ICO and Teledesic with
ICO-Teledesic Global. The merger of London-based New ICO into ICO-Teledesic
Global is subject to approval by the New ICO board and shareholders as well as
regulatory authorities. Teledesic's board of directors has already approved the
merger of Bellevue, Washington-based Teledesic into ICO-Teledesic Global. This
merger also remains subject to shareholder and regulatory approvals. Once the
mergers are completed, New ICO and Teledesic will be wholly owned subsidiaries
of ICO-Teledesic Global.

NEW ICO BACKGROUND

New ICO, a private company, acquired the assets of ICO Global Communications
(Holdings) Limited, which was established in January 1995 to provide global
mobile personal communications services by satellite. The business was renamed
New ICO following the successful $1.2 billion (Pound Sterling804 million)
McCaw-led financial restructuring of New ICO, which was completed in May 2000.
New ICO (pronounced "EYE-co") is based in London with offices in Washington,
D.C.; Miami; Singapore; Beijing, China; Mumbai, India; Dubai, United Arab
Emirates; Moscow, Russia; Istanbul, Turkey; and Pretoria, South Africa. New ICO
will begin offering its services worldwide in 2003.

TELEDESIC BACKGROUND

Telecommunications pioneer Craig McCaw and Microsoft founder Bill Gates are
Teledesic's primary founding investors. Strategic investors also include
Motorola, Saudi Prince Alwaleed Bin Talal, The Boeing Company and The Abu Dhabi
Investment Company. Teledesic is the first licensed satellite communications
network that will enable affordable, worldwide access to advanced
telecommunications services such as computer networking, broadband Internet
access and interactive multimedia. Teledesic (pronounced "tel-eh-DEH-sic") is
based in Bellevue, a suburb of Seattle, Washington, with offices in Brussels,
Belgium; London, United Kingdom; Madrid, Spain; Munich, Germany; Ottawa, Canada;
Riyadh, Saudi Arabia; and Washington, D.C. Its target service date is late 2004.

EMPLOYEES

About 350 worldwide, including New ICO and Teledesic employees. ICO and the
freedom figure logo are service marks of the New ICO group of companies.
Teledesic and Internet-in-the-Sky are registered service marks of Teledesic LLC.

(2)

Except for one-time personal use, no part of any New York Times material may be
reproduced by any mechanical, photographic, electronic process, or in the form
of a phonographic recording, nor may it be stored in a retrieval system,
transmitted or otherwise copied for public or private use without written
permission of the New York Times Permissions Department.
MCCAW STEERS 2 SATELLITE COMPANIES TOWARD MERGER
By Barnaby Feder
New York Times
May 18, 2000


                                       2
<PAGE>   10

Craig O. McCaw, the cellular telephone pioneer, announced the completion
yesterday of his investment group's $1.2 billion rescue of ICO Global
Communications, which went bankrupt last summer developing a satellite
telecommunications network.And, as expected, he also announced he would merge
the company, renamed New ICO, with Teledesic L.L.C., the more ambitious
satellite network partnership he founded with William H. Gates, the Microsoft
chairman.

The merged venture, to be called ICO-Teledesic Global Limited, will be run
temporarily by Russell Daggatt, who is chief executive of Teledesic, and based
in Bellevue, Wash. But Mr. McCaw, who will be chairman, is seeking a permanent
chief executive, according to a person briefed on his plans. Richard Greco,
ICO's chief executive, resigned yesterday to pursue other telecommunications
work.

The ICO reorganization plan requires Mr. McCaw, who controls 54 percent of New
ICO, to file plans with the Securities and Exchange Commission to allow the
minority stockholders to trade their shares, either publicly or privately, no
later than March 31, 2001, said Roger Nyhus, a Teledesic spokesman.

The values of New ICO and Teledesic depend on whether Mr. McCaw's consolidation
strategy can restore faith in the satellite communications market. That faith
has been badly shaken by the collapse of Motorola's Iridium network, ICO's
fund-raising problems and weak demand for the satellite phone service that
Globalstar Communications began offering in October. "It helps that someone with
a demonstrated business sense in communications is in a position to run things,"
said Roger Rusch, an industry consultant, referring to Mr. McCaw's stellar track
record of building McCaw Cellular into an enterprise that he sold to AT&T for
$11.5 billion in 1994. More recently, he helped turn around Nextel
Communications, the wireless carrier based in Reston, Va.

"But it's no guarantee for success," added Mr. Rusch, whose company, Telastra,
advised ICO Global bondholders during the bankruptcy reorganization. Mr. McCaw
disclosed his effort to keep ICO afloat last November. The investment group he
organized has domestic and foreign investors, including Subhash Chandra, an
entrepreneur from India who initially announced a competing bid for control of
ICO Global.As Mr. McCaw's executives examined the troubled company, they
concluded that its technology and marketing connections could be built into a
business that would propel them toward their vision of Teledesic as going way
beyond voice-only worldwide communications.In a statement issued yesterday, Mr.
McCaw characterized the enterprises signed up to market ICO's service as an
"unrivaled global network of leading telecommunications companies" and Mr. Nyhus
said there had been discussions of possible "synergies" between ICO and
Teledesic.

Under the direction of McCaw executives, ICO has already begun revamping its
ground stations to deliver limited Internet and data services over its planned
12-satellite network, in addition to voice traffic. The work also involves minor
alterations to the satellites under construction by Hughes Space and
Communications and a preliminary agreement for Hughes to build four spare
satellites, according to an executive close to the negotiations.

But Mr. McCaw denied a report in The Wall Street Journal yesterday that he would
expand


                                       3
<PAGE>   11

ICO's network to 20 satellites, giving $1 billion in new business to Hughes,
which is being acquired by Boeing.

ICO Global's first satellite exploded during its launching in March, but New ICO
said it still planned to begin its service in 2003. That would be well ahead of
Teledesic, which wants to put nearly 300 satellites in lower orbits, allowing it
to handle Internet and data services.

Copyright (C) 2000 by the New York Times Company. Reprinted by permission.

(3) FAQS ABOUT NEW ICO AND TELEDESIC

WHY DID CRAIG MCCAW INVEST IN NEW ICO?
A hallmark of Craig McCaw is that he often sees opportunity where others do not.
With New ICO's global, mobile voice and data satellite communications services,
he saw a tremendous technology, a flexible system design, a network of strong
international partners and a capable team of people that together can deliver on
the promise of global mobile telecommunications services.

IS NEW ICO NOW A PRIVATE COMPANY?
Yes, New ICO, which was formerly known as ICO Global Communications, became a
private company following its emergence from Chapter 11 bankruptcy protection on
May 17.

WHERE WILL NEW ICO'S HEADQUARTERS BE LOCATED?
New ICO's headquarters will remain in London.

WHAT ARE NEW ICO'S SERVICE OFFERINGS?
New ICO will offer mobile voice and a family of services that are the
satellite-equivalent of 3G wireless services, including wireless Internet and
other packet-data services. New ICO's vision places a large emphasis on data
applications, recognizing that demand for data services and wireless Internet
access is exploding - and will only continue to grow in the future.

HOW HAVE YOU CHANGED NEW ICO TO PROVIDE THESE NEW SERVICE OFFERINGS?
Once Craig McCaw announced plans to invest in ICO on November 1, 1999, Teledesic
representatives worked closely with ICO and its industrial partners Hughes Space
and Communications, Hughes Network Systems, NEC and Ericsson to upgrade large
portions of the New ICO ground network. The improvements will enhance the
quality of the voice service and enable New ICO to provide high-speed Internet
services through its constellation of 10 medium-Earth-orbit satellites and two
on-orbit spares.

WHAT MARKETS WILL NEW ICO TARGET?
A broad range of markets, including the maritime, aviation, oil and gas,
transportation, and construction industries; governmental agencies; individual
consumers; and small and medium-sized businesses that lack adequate broadband or
voice services.

WHEN WILL NEW ICO LAUNCH ITS NEXT SATELLITE?
The launch schedule has not been finalized. We will disclose additional details
on launch as soon


                                       4
<PAGE>   12

as they become available.

WHEN WILL NEW ICO SERVICES BE AVAILABLE?
Service is expected to start in 2003.

WHAT IS THE RELATIONSHIP BETWEEN NEW ICO AND TELEDESIC?
Craig McCaw has proposed a plan to have New ICO and Teledesic join forces to
create a global provider of wireless Internet-in-the-Sky(R) satellite
communications services. New ICO has received a proposal to merge New ICO into
ICO-Teledesic Global Limited, a holding company that controls the satellite
assets of Craig McCaw's private investment company Eagle River Investments LLC.
As a result of New ICO's just-completed reorganization plan, ICO-Teledesic
Global is the controlling shareholder in New ICO. The proposal is subject to
approval by the New ICO board and shareholders and various regulatory
authorities. Teledesic's board of directors approved the merger of Teledesic
into ICO-Teledesic Global on May 12. Under the proposal, New ICO and Teledesic
would become wholly owned subsidiaries of ICO-Teledesic Global.

WHY IS CRAIG MCCAW PROPOSING TO BRING NEW ICO AND TELEDESIC TOGETHER INTO
ICO-TELEDESIC GLOBAL?
In proposing to bring Teledesic and New ICO together, telecommunications pioneer
Craig McCaw sees an opportunity to build a global provider of wireless
Internet-in-the-Sky(R) satellite communications services. If New ICO's board of
directors approves ICO-Teledesic Global's merger proposal, ICO-Teledesic Global
will be well positioned for the future with a combination of New ICO's wireless
Internet and quality voice services and Teledesic's broadband services.

DOES THIS MEAN THAT NEW ICO AND TELEDESIC WOULD BE COMBINED OPERATIONALLY?
No. ICO-Teledesic Global is a holding company. New ICO and Teledesic would be
wholly owned subsidiaries of ICO-Teledesic Global.

IS AN IPO PLANNED FOR NEW ICO OR ICO-TELEDESIC GLOBAL?
Initially, shares of New ICO will not be publicly traded. No decision has been
made on an IPO.

WILL NEW ICO IMPACT THE TELEDESIC SYSTEM DESIGN?
Teledesic is looking to take advantage of the work being done by New ICO and is
examining how the respective business plans of the two companies might support
each other. Along those lines, Teledesic is in the process of evaluating its
system to better align it with the ICO infrastructure and to improve its cost
and schedule targets.

WILL TELEDESIC'S SERVICE DATE CHANGE AS A RESULT OF CRAIG MCCAW'S INVESTMENTS IN
ICO?
Teledesic will look at its plans with a fresh eye to see if there are ways to
take advantage of the work being done by New ICO. Currently, Teledesic's target
service date is late 2004.


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