-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqhG4n/E6NbdbkO52ssK11RCs0W+NSpYKKRt2vFN1LIecinCXNenfb0ePhhsnTyC n+QluitC8KmnMxbKBmpOcQ== /in/edgar/work/0000914121-00-000918/0000914121-00-000918.txt : 20001114 0000914121-00-000918.hdr.sgml : 20001114 ACCESSION NUMBER: 0000914121-00-000918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001113 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP PCS INC CENTRAL INDEX KEY: 0001089341 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 541872248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27901 FILM NUMBER: 762189 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 8-K 1 0001.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2000 TeleCorp Wireless, Inc. ----------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-27901 54-1872248 -------- --------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1010 N. Glebe Road, Suite 800 Arlington, VA 22201 ------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (703) 236-1100 TeleCorp PCS, Inc. ------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS Effective 4:02 p.m., November 13, 2000, pursuant to the Agreement and Plan of Reorganization and Contribution, dated as of February 28, 2000, as amended, among TeleCorp PCS, Inc. ("TeleCorp"), Tritel, Inc. ("Tritel") and AT&T Wireless Services, Inc. (the "Merger Agreement"), TeleCorp was merged with TTHC First Merger Sub, Inc. ("First Merger Sub") and Tritel was merged with TTHC Second Merger Sub, Inc. ("Second Merger Sub") (the "Mergers"). Each of First Merger Sub and Second Merger Sub were wholly owned subsidiaries of TeleCorp-Tritel Holding Company ("Holding Company"). TeleCorp and Tritel were the surviving entities of the Mergers. Immediately following the Mergers, TeleCorp PCS, Inc. was renamed TeleCorp Wireless, Inc. and TeleCorp-Tritel Holding Company was renamed TeleCorp PCS, Inc. A copy of Holding Company's press release announcing the effectiveness of the Mergers is filed herewith as Exhibit 99.1 and is incorporated herein by reference. At the time of the Mergers: o each share of TeleCorp Class A Voting Common Stock, Class C Common Stock, Class D Common Stock and Voting Preference Common Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for one fully paid and non-assessable share of Holding Company Class A Voting Common Stock, Class C Common Stock, Class D Common Stock and Voting Preference Common Stock, respectively; o each share of TeleCorp Class B Non-Voting Common Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for one fully paid and non-assessable share of Holding Company Class A Voting Common Stock; o each share of TeleCorp Series A Convertible Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for one fully paid and non-assessable share of Holding Company Series A Convertible Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, respectively; o each share of Tritel Class A Voting Common Stock and Class B Non-Voting Common Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for 0.76 of one share of Holding Company Class A Voting Common Stock and cash in lieu of any fractional shares; o each share of Tritel Class C Common Stock and Class D Common Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for 0.0076 of one share of Holding Company Class E Common Stock and Class F Common Stock, respectively, and 0.7524 of one share of Holding Company Class A Voting Common Stock and cash in lieu of any fractional shares; o the Tritel Voting Preference Common Stock owned by E.B. Martin, Jr. was converted into and became exchangeable for the right to receive an aggregate amount of $10 million, which amount was paid to Mr. Martin by Tritel; o the Tritel Voting Preference Common Stock owned by William M. Mounger, II was converted into three shares of Holding Company Voting Preference Common Stock; o each share of Tritel series A Convertible Preferred Stock and Series D Convertible Preferred Stock issued and outstanding immediately prior to the Mergers was converted automatically into and became exchangeable for one share of Holding Company Series B Preferred Stock and Series G Preferred Stock, respectively; and o each share of TeleCorp stock and Tritel stock held in the treasury of TeleCorp and Tritel, respectively, was canceled and extinguished without any conversion thereof and no consideration was paid in exchange therefor. Additionally, on November 13, 2000, the transactions contemplated by that certain Asset Exchange Agreement, dated as of February 28, 2000, among AT&T Wireless PCS, LLC, TeleCorp, TeleCorp PCS, LLC, TeleCorp Holding Corp, Inc., TeleCorp Communications, Inc., TeleCorp Equipment Leasing, L.P. and TeleCorp Realty, LLC were consummated. Reference is made to the TeleCorp Wireless, Inc. (f/k/a TeleCorp PCS, Inc.) registration statement on Form S-4, as amended (file no. 333-43596) for additional information about the transactions described above. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit 2.1 Agreement and Plan of Reorganization and Contribution, dated as of February 28, 2000, as amended, among TeleCorp PCS, Inc., Tritel, Inc. and AT&T Wireless Services, Inc. (incorporated by reference to Annex A, Annex B and Annex C of the joint proxy statement/prospectus forming a part of the TeleCorp PCS, Inc. registration statement on Form S-4 (file no. 333-36954)). Exhibit 99.1 Press Release of TeleCorp PCS, Inc. dated November 13, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TELECORP WIRELESS, INC. Date: November 13, 2000 By: /s/ Thomas H. Sullivan ---------------------- Thomas H. Sullivan President, Treasurer and Secretary EXHIBIT INDEX EXHIBIT DESCRIPTION Exhibit 2.1 Agreement and Plan of Reorganization and Contribution, dated as of February 28, 2000, as amended, among TeleCorp PCS, Inc., Tritel, Inc. and AT&T Wireless Services, Inc. (incorporated by reference to Annex A, Annex B and Annex C of the joint proxy statement/prospectus forming a part of the TeleCorp PCS, Inc. registration statement on Form S-4 (file no. 333-36954)). Exhibit 99.1 Press Release of TeleCorp PCS, Inc. dated November 13, 2000. EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 [LETTERHEAD OF TELECORP PCS] TELECORP AND TRITEL COMPLETE MERGER CREATING TOP TEN WIRELESS PROVIDER TELECORP ALSO COMPLETES EXCHANGE OF PROPERTIES WITH AT&T WIRELESS ARLINGTON, VIRGINIA, AND JACKSON, MISSISSIPPI - NOVEMBER 13, 2000 - TeleCorp PCS, Inc. (NASDAQ NM: TLCP), AT&T Wireless' largest affiliate, announced today that it has completed its merger with Tritel, Inc. (NASDAQ NM: TTEL), AT&T Wireless' second largest affiliate. As part of the same transaction, and in exchange for 9,272,740 common shares issued to AT&T Wireless, TeleCorp received $20 million and the rights to acquire additional wireless licenses covering approximately three million people in Wisconsin and Iowa. Additionally, AT&T agreed to an extension through July 2005 of the AT&T brand license agreement to cover all of the markets served by the newly combined company. The new company will retain the TeleCorp PCS, Inc. name and trade under the TLCP ticker symbol listed on the NASDAQ market. Tritel's chairman and CEO, William M. Mounger, II, has been named chairman of TeleCorp and Gerald T. Vento, former chairman and CEO of TeleCorp, will remain chief executive officer. Thomas H. Sullivan will remain executive vice president and chief financial officer, and E.B. Martin, executive vice president and chief financial officer of Tritel has been named vice chairman. Julie A. Dobson and William S. Arnett will serve as chief operating officers of TeleCorp and Tritel operations, respectively. In a separate transaction, TeleCorp and AT&T Wireless have completed an exchange of wireless properties and rights to acquire additional wireless properties in a move to improve the respective service areas of both companies. As a result of these transactions TeleCorp received approximately $80 million and licenses covering approximately four million people in the Wisconsin and Iowa markets. In return, AT&T Wireless received TeleCorp's wireless systems in the New England market including Worcester and Cape Cod, Massachusetts and southern New Hampshire, covering a population base of approximately 1.9 million people. As a result of the completion of these transactions, TeleCorp's licensed service area increased by a net amount of approximately eighteen million people. Taken as a whole, TeleCorp's business now includes PCS licenses covering approximately 35 million people. "Today marks the beginning of a new era for TeleCorp," said Gerald T. Vento, chief executive officer of TeleCorp. "We are not simply a larger TeleCorp; we are in fact a more powerful TeleCorp with even greater opportunities ahead. With our valuable markets and contiguous networks we gain significant economies of scale. At the same time, we will be able to leverage our footprint to enhance our service offerings, especially in wireless data services where a large, contiguous network is crucial. With a stronger operating structure and a larger, more valuable network, we will be able to improve our position in the competitive wireless marketplace in the years ahead." "Tritel and TeleCorp have accomplished a great deal in the two short years we have been in operation," said William M. Mounger, II, former chairman and chief executive officer of Tritel and now chairman of TeleCorp. "Since launching our first markets in February of last year, we have built two thriving businesses operating in over 71 markets in 14 states and Puerto Rico. In combining these valuable operations, we create a contiguous footprint that runs from the Great Lakes to the Gulf of Mexico and includes 16 of the top 100 markets. Together we will strive to bring ever-higher levels of quality to our coverage areas and service offerings as we work toward our goal of realizing more value for our shareholders," added Mounger. Management has scheduled a conference call for Thursday, November 16, 2000 at 8:30 a.m. Eastern Standard Time to provide forecasts for the 4th quarter and 2001 for the combined company. Investors and interested parties may listen to the call via a live Webcast accessible on the investor relations page of TeleCorp's website at www.telecorppcs.com. To listen, please register and download audio software at the site at least 15 minutes prior. The Webcast will be available on the site for approximately three months, while a telephone replay of the call is available for seven days beginning at 10:30 a.m. Eastern Standard Time, November 16, 2000 at 1-800-633-8284 (domestic) or 858-812-6440 (int'l), reservation # 16898073. ABOUT TELECORP PCS, INC. TeleCorp is AT&T Wireless' largest affiliate with licenses approximately 35 million people from the Great Lakes to the Gulf of Mexico. The company provides its SunCom digital wireless services in selected markets in fourteen states and the Commonwealth of Puerto Rico, encompassing 16 of the top 100 markets. TeleCorp is headquartered in Arlington, Virginia and employs more than 2,500 people. More information about the company can be found on the web at WWW.TELECORPPCS.COM and more information about the SunCom service can be found at www.suncom1.com. EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS DISCUSSED IN THIS NEWS RELEASE THAT MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS COULD BE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. THESE INCLUDE UNCERTAINTIES IN THE MARKET, COMPETITION, LEGAL AND OTHER RISKS DETAILED IN THE TELECORP-TRITEL HOLDING COMPANY REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-36954), THE TELECORP PCS, INC. REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-43596) AND THE TELECORP PCS, INC. FORM 10K FILED WITH THE SEC ON MARCH 30, 2000, EACH AS AMENDED OR SUPPLEMENTED. TELECORP PCS, INC. ASSUMES NO OBLIGATION TO UPDATE INFORMATION IN THIS RELEASE. INVESTOR CONTACTS: MEDIA CONTACTS: Jim Morrisey Russell Wilkerson 703-629-6668 (PCS) 703-625-2069 (PCS) 703-236-1136 (Office) 703-236-1292 (Office) Clark Akers 601-594-8010 (PCS) 601-914-8010 (Office) John Nesbett/Mary Ellen Adipietro Lippert/Heilshorn 212-838-3777 -----END PRIVACY-ENHANCED MESSAGE-----