-----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, ETYh/QKllH2XmfK1qbB/qt5LXB8790AyfjqGxUCyuVav4Jb7dOB8Mtw9pYSzMDcl +tq5G2Oe7MKJ42/EWv3FFA== /in/edgar/work/0000898822-00-000948/0000898822-00-000948.txt : 20001128 0000898822-00-000948.hdr.sgml : 20001128 ACCESSION NUMBER: 0000898822-00-000948 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001127 GROUP MEMBERS: AT&T CORP GROUP MEMBERS: AT&T WIRELESS SERVICES, INC. GROUP MEMBERS: AT7T WIRELESS PCS, LLC SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-58279 FILM NUMBER: 777223 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D 1 0001.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) TELECORP PCS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 879300 10 1 - -------------------------------------------------------------------------------- (CUSIP Number) MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (908) 221-2000 with a copy to: TREVOR S. NORWITZ, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 13, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 18 Pages SCHEDULE 13D ------------------------------------------ --------------------------------- CUSIP No. 879300 10 1 Page 2 of 18 Pages ------------------------------------------ --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) AT&T CORP. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY |_| - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 33,201,613 SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 33,201,613 REPORTING ---------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,201,613 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D ------------------------------------------ --------------------------------- CUSIP No. 879300 10 1 Page 3 of 18 Pages ------------------------------------------ --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) AT&T WIRELESS SERVICES, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY |_| - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 33,201,613 SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 33,201,613 REPORTING ---------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,201,613 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D ------------------------------------------ --------------------------------- CUSIP No. 879300 10 1 Page 4 of 18 Pages ------------------------------------------ --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) AT&T WIRELESS PCS, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY |_| - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 33,201,613 SHARES ---------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 33,201,613 REPORTING ---------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,201,613 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.6 - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D (this "Schedule 13D") relates to the Class A Voting Common Stock, par value $0.01 per share ("Class A Common Stock"), of TeleCorp PCS, Inc., a Delaware corporation (formerly known as TeleCorp-Tritel Holding Company) ("TeleCorp II" or the "Issuer"). The Issuer's principal executive office address is: TeleCorp PCS, Inc., 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201. This Schedule 13D also relates to and can be viewed as an amendment to the statement on Schedule 13D initially filed by each person or entity reporting pursuant to this Schedule 13D (each, a "Reporting Person" and together the "Reporting Persons") on July 28, 2000 (the "Initial Schedule 13D") with respect to the Class A Common Stock of TeleCorp PCS, Inc., a Delaware corporation ("TeleCorp I"), which is a predecessor to the business of the Issuer. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c), (f). The name and state of formation or citizenship, as applicable, of each Reporting Person is herein incorporated by reference to the responses to Items 1 and 6 on the cover page provided for each respective Reporting Person. The address and principal business or occupation, as applicable, of each Reporting Person and the name, address, state of formation or citizenship and principal business or occupation, as applicable, of each general partner, manager, member, director or officer of each Reporting Person not disclosed on the cover page as a Reporting Person (each, a "Disclosed Party" and collectively, the "Disclosed Parties") is set forth on Schedules 1-A and 1-B hereto. Unless otherwise disclosed, each such person that is an individual is, to AT&T's knowledge, a citizen of the United States. AT&T Corp. ("AT&T") is among the world's communications leaders, providing voice, data and video telecommunications services to large and small businesses, consumers and government entities. AT&T and its subsidiaries furnish regional, domestic, international, local and Internet communication transmission services, including cellular telephone and other wireless services, and cable television services. The principal executive offices of AT&T are located at 32 Avenue of the Americas, New York, New York 10013-2412. The principal executive offices of AT&T Wireless Services, Inc. ("AT&T Wireless") and AT&T Wireless PCS, LLC ("AT&T PCS") are located at 7277 164th Avenue NE, Redmond, Washington 98052. (d) - (e). During the last five years, no Reporting Person, or, to the knowledge of such Reporting Person, any Disclosed Party related to such Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference herein. Page 5 of 18 Pages ITEM 4. PURPOSE OF TRANSACTION. The information contained in Item 4 of the Initial Schedule 13D is hereby incorporated by reference herein. The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference herein. TeleCorp I, Tritel, Inc. ("Tritel") and AT&T Wireless entered into an Agreement and Plan of Reorganization and Contribution (the "Reorganization Agreement"), dated as of February 28, 2000. The parties to the Reorganization Agreement consummated the transactions contemplated thereby on November 13, 2000. As part of a stock transaction, upon consummation and pursuant to the terms of the Reorganization Agreement, each of TeleCorp I and Tritel separately merged (together, the "Merger") with a newly formed subsidiary of a new Issuer named TeleCorp, PCS, Inc. (referred as the TeleCorp II or Issuer herein and formerly known as TeleCorp-Tritel Holding Company). Upon consummation of the transaction, former shareholders of both of Tritel and TeleCorp I became shareholders of the Issuer. Prior to the Merger, AT&T PCS (which is managed by AT&T Wireless and is a wholly-owned affiliate of AT&T) held equity interests in each of TeleCorp I and Tritel. In respect of the Reorganization Agreement, AT&T Wireless contributed (the "Contribution") to TeleCorp I rights to acquire additional wireless licenses in Wisconsin and Iowa, paid approximately $20 million in cash and extended the term of the network membership license agreement with the operating subsidiaries through July 2005, in exchange for approximately 9,272,740 shares of Class A Common Stock. The Reporting Persons' acquisition of Class A Common Stock is 1) incidental to the consummation of the Merger and 2) in respect of the Contribution. As a result of the consummation of these transactions, AT&T Wireless' and its affiliates' equity stake in the Issuer is approximately 22.99%, on an as converted to Class A Common Stock basis. (a)-(j) The Reporting Persons intend to review their holdings in the Issuer on a continuing basis. As part of this ongoing review, the Reporting Persons have engaged, and may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer. In addition, from time to time, the Reporting Persons have been approached by (and expect further discussions with) certain existing stockholders of the Issuer regarding potential dispositions by such stockholders of the Issuer's equity to certain of the Reporting Persons (including AT&T Wireless and AT&T PCS or their affiliates). The Reporting Persons have also engaged in exploratory discussions with certain executives and stockholders of the Issuer regarding potential transactions between the Issuer and/or such executives and stockholders and the Reporting Persons. Page 6 of 18 Pages Such review, may lead to the taking of any of the actions set forth above or may lead the Reporting Persons to consider other alternatives. However, there can be no assurance that the Reporting Persons will develop any plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person's sole discretion, to take any of the actions set forth above. Except as set forth above, the Reporting Persons have no present plans or intentions that would result in any of the matters required to be set forth in items (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information contained in Item 5 of the Initial Schedule 13D is hereby incorporated by reference herein. The responses to Items 7 through 13 on the cover page provided for each Reporting Person that relate to the beneficial ownership of the Class A Common Stock of TeleCorp, are incorporated herein by reference. The information set forth in Item 4 and Item 6 of this Schedule 13D is hereby incorporated by reference herein. (a) - (b) The responses to Items 5(a) and (b) are based upon the outstanding shares reported to the Reporting Persons by the Issuer's counsel on November 16, 2000. The shares beneficially held by the Reporting Persons consist of 18,288,835 shares of Class A Common Stock representing approximately 10.24% of the outstanding shares of Class A Common Stock; 14,912,778 shares of Series F Preferred Stock representing 100% of the outstanding shares of Series F Preferred Stock (which are convertible at any time at the election of the Reporting Persons into 14,717,716 shares of Class A Common Stock, provided that unless and until the Class C Common Stock, the Class D Common Stock, the Class E Common Stock Page 7 of 18 Pages and the Class F Common Stock will be convertible into Class A Common Stock in accordance with Section 4.12(e) of the Issuer's amended and restated certificate of incorporation, as amended (which is incorporated herein by reference), each of the first 195,063 shares of Series F Preferred Stock sought to be converted into Class A Common are first convertible into one fully paid and non-assessable share of Class D Common Stock); 20,902 shares of Class D Common Stock representing approximately 2.45% of the outstanding shares of Class D Common Stock; 2,309.31 shares of Class F Common Stock representing approximately 6.12% of the outstanding shares of Class F Common Stock; 97,472.84 shares of Series A Convertible Preferred Stock representing 100% of the outstanding Series A Convertible Preferred Stock; 90,688.33 shares of Series B Convertible Preferred Stock representing 100% of the Series B Convertible Preferred Stock; 3,070.58 shares of Series C Preferred Stock representing approximately 1.46% of the outstanding shares of Series C Preferred Stock; and 14,981,370 shares of Series G Preferred Stock representing 100% of the outstanding shares of Series G Preferred Stock. On an as converted to Class A Common Stock basis, the Reporting Persons' total beneficial ownership of equity in the Issuer is approximately 22.99%. Each of AT&T, AT&T Wireless and AT&T PCS have the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of all the shares beneficially owned by them. AT&T, the sole member of AT&T PCS, and AT&T Wireless, the sole manager of AT&T PCS, may be deemed to beneficially own the shares held by AT&T PCS. AT&T PCS is party to a Stockholders' Agreement dated as of November 13, 2000 (the "Stockholders' Agreement"), by and among certain stockholders of the Issuer, which has been filed as an exhibit hereto and which is incorporated herein by reference (see Item 6 of this Schedule 13D for a more detailed description). Pursuant to the terms of the Stockholders' Agreement, certain of the Issuer's stockholders and AT&T PCS have agreed, among other things, to vote for certain nominees to the Issuer's board of directors, and as such they may be deemed to be part of a "group" for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, whose members collectively hold more than 5% of TeleCorp's Class A Common Stock. Each Reporting Person disclaims its membership in such group and disclaims beneficial ownership of any shares of stock held by any party to the Stockholders' Agreement (other than itself, if applicable) or any other Reporting Person attributed to them by reason of the Stockholders' Agreement. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of such shares or that the Reporting Person and any of such other stockholders' constitute such a person or group. Each Reporting Person is not responsible for the accuracy of any information filed in this Schedule 13D relating to any Reporting Person other than itself and its related persons or entities. (c) Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has executed transactions in the Class A Common Stock during the past 60 days. (d) With respect to the Class A Common Stock held by any Reporting Person, there is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such stock other than such Reporting Person. (e) Not applicable. Page 8 of 18 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. AT&T PCS and certain of the Issuer's other stockholders (including, among others, the initial investors of TeleCorp I and Tritel) are parties to the Stockholders' Agreement. The following description of the Stockholders' Agreement is qualified in its entirety by reference to the Stockholders' Agreement (which is attached as an exhibit hereto and incorporated herein by reference) and the detailed description of the Stockholders' Agreement contained in the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 20, 2000. Pursuant to the terms of the Stockholders' Agreement, each of the parties thereto has agreed to vote all of the shares of Class A Common Stock and Voting Preference Stock to cause the election of fourteen individuals (two of whom have only one-half vote) each to the Issuer's board, including: (a) Mr. Gerald T. Vento and Mr. Thomas H. Sullivan, so long as each remains an officer of TeleCorp and the Management Agreement between the Issuer and TeleCorp Management Corp. remains in effect; (b) two individuals selected by holders of a majority in interest of the Class A Common Stock beneficially owned by certain of TeleCorp I's initial investors other than AT&T PCS; (c) two individuals selected by holders of a majority in interest of the Class A Common Stock beneficially owned by certain of Tritel's initial investors other than AT&T PCS; (d) two individuals selected by AT&T PCS in its capacity as the holder of the Issuer's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock so long as AT&T PCS has the right to designate each such director in accordance with the Issuer's amended and restated certificate of incorporation, as amended; and (e) six individuals designated by the holders of Voting Preference Stock, including (1) one individual who must be reasonably acceptable to AT&T PCS; (2) two individuals who will be Mr. E.B. Martin, Jr. and Mr. William Mounger, II, so long as each remains an officer and employee of the Issuer, or two individuals who must be reasonably acceptable to Mr. Martin and Mr. Mounger, each individual in each case having one-half vote on all matters requiring a vote of the board of directors; and (3) three individuals who must be reasonably acceptable to holders of a majority in interest of Class A Common Stock beneficially owned by AT&T PCS, on the one hand, and the initial investors of TeleCorp I and Tritel other than AT&T PCS (collectively, the "Cash Equity Investors"), on the other hand, so long as such initial investors remain entitled to designate at least two directors, or, if they are not so entitled, by the remaining board of directors. In addition to providing for the designation of the initial fourteen members of the board of directors, the Stockholders' Agreement provides for certain limitations on the designation of members of the board of directors as follows: Page 9 of 18 Pages In the event that Mr. Martin ceases to be an officer or employee of the Issuer, Mr. Martin will resign or be removed from the board of directors. In the event that Mr. Mounger ceases to be an officer or employee of the Issuer and either the number of shares of common stock beneficially owned in aggregate by Mr. Mounger and Mr. Martin falls below seventy percent of the number of shares of the Issuer common stock beneficially owned by them on the date of closing of the consummation of the Reorganization Agreement, or two years elapse from the date of the closing of the consummation of the Reorganization Agreement, Mr. Mounger will resign or be removed from the board of directors. Following the first to occur of the resignation or removal of either Mr. Martin or Mr. Mounger, the board of directors will be reduced by one, the remaining individual board of director's seat will have one vote on all matters requiring vote of the board of directors, and any nominated director requiring the approval of Mr. Martin and Mr. Mounger will require the approval of only the remaining individual. In the event that neither Mr. Martin nor Mr. Mounger remains on the board of directors, the number of directors designated by the holders of the Voting Preference Stock who require approval by Mr. Martin and Mr. Mounger will be reduced to zero, and the number of directors designated by the holders of the Voting Preference Stock and acceptable to holders of a majority in interest of Class A Common Stock beneficially owned by AT&T PCS, on the one hand, and the Cash Equity Investors on the other hand, will be increased to four. In the event that Mr. Vento or Mr. Sullivan ceases to be an officer of the Issuer, or the management agreement between the Issuer and TeleCorp Management Corp. ceases to be in full force and effect, Mr. Vento or Mr. Sullivan, as applicable, will resign or be removed from the board of directors and the holders of the Voting Preference Stock will select a replacement or replacements who must be acceptable to a majority in interest of the Cash Equity Investors and AT&T PCS. In the event that AT&T PCS ceases to be entitled to designate directors, the director or directors elected by AT&T PCS will resign or be removed from the board of directors and the remaining directors will take action so that the number of directors constituting the entire board of directors will be reduced accordingly. The number of directors the Cash Equity Investors will be permitted to designate will be reduced when the number of shares of common stock beneficially owned by the Cash Equity Investors on a fully diluted basis falls below: (i) 85% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (ii) 70% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (iii) 60% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (iv) 50% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; such that the Cash Equity Investors will be permitted to designate three, two, one and zero directors, respectively; provided, however, that the reductions in the board of directors may not Page 10 of 18 Pages take place or may be delayed if certain Cash Equity Investors hold or maintain a specified percentage of common stock as set forth in the Stockholders' Agreement. In each instance in which the number of directors the Cash Equity Investors are entitled to designate is reduced, the director designated by the Cash Equity Investors beneficially owning the smallest percentage of shares of common stock then owned by any of the Cash Equity Investors whose designees then remain as directors will resign or be removed from the board of directors and the size of the board of directors will be reduced accordingly. In the event that either: (i) the number of directors the Cash Equity Investors are entitled to designate falls below two or (ii) both of the Cash Equity Investors entitled under the Stockholders' Agreement to designate the last two directors that the Cash Equity Investors may designate cease to beneficially own at least 75% of the number of shares of common stock beneficially owned by them as of the consummation of the Reorganization Agreement, the Cash Equity Investors will no longer be entitled to approve any designation of directors pursuant to paragraph (e)(3) above nor approve any director that replaces Mr. Vento or Mr. Sullivan on the board of directors. The Stockholders' Agreement restricts the sale, transfer or other disposition of capital stock, such as by giving rights of first offer and tag along rights and also provides for demand and "piggyback" registration rights. If one of the stockholders who is a party to the Stockholders' Agreement desires to transfer any or all of its shares of common stock, other than Voting Preference Stock and Class C Common Stock and Class E Common Stock, the selling stockholder must first give written notice to the Issuer and: (i) if the selling stockholder is one of the Cash Equity Investors or any other stockholder who is a party to the Stockholders' Agreement, to AT&T PCS and (ii) if the selling stockholder is AT&T PCS, to each Cash Equity Investor. The stockholders who receive notice from the selling stockholders may acquire all, but not less than all, of the shares offered to be sold at the price offered by the selling stockholder. If none of the stockholders opts to purchase the shares of the selling stockholder, the selling stockholder can sell its shares to any other person on the same terms and conditions as originally offered to the stockholders. The right of first offer does not apply to the Issuer's repurchase of any shares of its Class A Voting Common Stock or Class E Preferred Stock from one of its employees in connection with the termination of the employee's employment with the Issuer. A stockholder subject to the Stockholders' Agreement may not transfer (other than to certain affiliated successors) 25% (on a fully diluted basis as calculated under the Stockholders' Agreement) or more of any of the shares of any class of stock, whether alone or with other stockholders or whether in one transaction or a series of related transactions, unless the proposed transfer includes an offer to AT&T PCS, the Cash Equity Investors, Mr. Vento and Mr. Sullivan to participate in the transfer in accordance with the procedures included in the Stockholders' Agreement regarding the inclusion of other stockholders in the proposed transfer. Stockholders who are parties to the Stockholders' Agreement also have certain demand and piggyback registration rights. In some circumstances, such stockholders may demand that the Issuer register some or all of their securities with the SEC under the Securities Page 11 of 18 Pages Act of 1933. Also, if the Issuer proposes to register any shares of its Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock with the SEC under the Securities Act of 1933 (other than registrations on Form S-4 or Form S-8), the Issuer must notify stockholders party to the Stockholders' Agreement of the Issuer's intention to do so, and such stockholders may include in the registration their shares of Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock, subject to certain cutback provisions based on limitations on the number of shares that may be offered as determined by the underwriters in the offering. Furthermore, in the Stockholders' Agreement, each party agrees not to effect any public sale or distribution of Class A Common Stock or a similar security, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, Rule 145 or Rule 144A under the Securities Act of 1933 during the 90 day period beginning on the effective date of the Merger, and additionally during such period commencing upon the filing of the registration statement for the offering described in the next paragraph (provided that the registration statement for such offering is filed within 60 days of the effective date of the Merger) and continuing so long as the Issuer is using commercially reasonable efforts to pursue such registration until such registration becomes effective, and for such additional period of time as is reasonably requested by the managing underwriter(s) of the offering described in the next paragraph, unless such sale or distribution is effected through the offering described in the next paragraph. In the Stockholders' Agreement, the Issuer agrees to use commercially reasonable efforts to file a registration statement giving rise to a piggyback registration relating to the Class A Common Stock within 60 days of the effective date of the Merger and have such registration statement declared effective within 150 days of the effective date of the Merger; provided, however, that the Issuer has agreed to include no more than 50% of newly issued shares in such offering, or $150 million, up to the first $300 million registered in such offering and thereafter no more than the 30% of the incremental shares registered by the Issuer as primary for offerings over and above $300 million. In addition to the approval of the Issuer's senior lenders, the terms of the Stockholders' Agreement may be amended only if agreed to in writing by the Issuer and the beneficial holders of a majority of the Class A Common Stock party to the Stockholders' Agreement, including AT&T PCS, 66 2/3% of the Class A Common Stock beneficially owned by the Cash Equity Investors, and 66 2/3% of the Class A Common Stock beneficially owned by Mr. Vento and Mr. Sullivan. The stockholders' agreement will terminate upon the earliest to occur of: (i) the written consent of each party, (ii) July 17, 2009 and (iii) the date on which a single stockholder beneficially owns all of the outstanding shares of Class A Common Stock. On November 13, 2000, AT&T PCS entered into letter agreements with each of Mr. Vento and Mr. Sullivan (each, a "Management Stockholder") (each letter agreement, a "Letter Agreement"), pursuant to which each Management Stockholder agreed to certain restrictions on transfer of such Management Stockholder's shares of Voting Preference Stock, Class C Common Stock and Class D Common Stock of the Issuer. Among other things, each Page 12 of 18 Pages Management Stockholder agreed that he would not transfer any such shares without first offering such shares to AT&T PCS on the same price and terms. The term "transfer" as used in the letter agreements means (i) any proposed direct or indirect transfer, sale or assignment, whether by operation of law or otherwise, (ii) any proposed pledge or grant, creation or sufferage of a lien in or upon the subject stock (unless the pledgee acknowledges in writing the existence of the Letter Agreement and agrees in writing that the purchase right contained therein must be complied with before such pledgee can foreclose on or otherwise exercise any dominion or control over the subject stock), or (iii) proposing to give, place in trust (including transfers by testamentary or intestate succession) or other any other contract or transaction that has the effect of transferring beneficial ownership of the subject stock (unless the persons and/or entities acquiring such beneficial ownership of the subject stock acknowledge in writing the existence of the Letter Agreement and agree in writing that the purchase right contained therein must be complied with before such transferee can exercise control over the subject stock or effect a transfer of it). The letter agreements provide that any purchase by AT&T PCS pursuant to such rights of first refusal may, at AT&T PCS's option, be made in cash or shares of AT&T Wireless Group Tracking Stock. The Letter Agreements expire on July 17, 2003. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 2.1 Agreement and Plan of Reorganization and Contribution, dated as of February 28, 2000, among TeleCorp PCS Inc. (TeleCorp I), Tritel, Inc. and AT&T Wireless Services, Inc. (incorporated by reference to TeleCorp I's Form 8-K (File No. 000-27901), filed with the SEC on March 15, 2000). 3.1 Amended and Restated Certificate of Incorporation, TeleCorp PCS, Inc. (f/k/a TeleCorp-Tritel Holding Company) (incorporated by reference to the Issuer's Registration Statement on Form S-8 (File No. 333-49792), filed with the SEC on November 13, 2000). 3.2 Certificate of Amendment of Certificate of Incorporation of TeleCorp PCS, Inc. (incorporated by reference to the Issuer's Form 8-K (File No. 333-36954), filed with the SEC on November 13, 2000). 10.1 Stockholders' Agreement, dated as of November 13, 2000, by and among AT&T Wireless PCS, LLC, Cash Equity Investors, Management Stockholders and other Stockholders identified therein, and TeleCorp PCS, Inc. (incorporated by reference to the Issuer's From 8-K (File No. 333-36954), filed with the SEC on November 13, 2000). 10.2 Letter Agreement by and among AT&T Wireless Services, Inc. and Gerald T. Vento, dated November 13, 2000 (filed herewith). 10.3 Letter Agreement by and among AT&T Wireless Services, Inc. and Thomas H. Sullivan, dated November 13, 2000 (filed herewith). 99 Agreement to file this Schedule 13D, dated November 27, 2000 (filed herewith). Page 13 of 18 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2000 AT&T CORP. By: /S/ STEVEN V. GARFINKEL ---------------------------------------- Name: Steven V. Garfinkel Title: Assistant Secretary Date: November 27, 2000 AT&T WIRELESS PCS, LLC By: AT&T Wireless Services, Inc., its Manager By: /S/ WILLIAM HAGUE ---------------------------------------- Name: William Hague Title: Senior Vice President Date: November 27, 2000 AT&T WIRELESS SERVICES, INC. By: /S/ WILLIAM HAGUE ----------------------------------------- Name: William Hague Title: Senior Vice President Page 14 of 18 Pages Schedule 1-A ------------ AT&T CORP. DIRECTORS AND EXECUTIVE OFFICERS The name and present principal occupation of each director and executive officer of AT&T Corp. are set forth below. The business address for each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New Jersey 07920. Name Title - ---- ----- C. Michael Armstrong Chairman and Chief Executive Officer Kenneth T. Derr Director; Retired Chairman of the Board of Chevron Corporation M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated Walter Y. Elisha Director; Retired Chairman of the Board and Chief Executive Officer of Springs Industries, Inc. George M. C. Fisher Director; Chairman of the Board of Eastman Kodak Company Donald V. Fites Director; Retired Chairman of Caterpillar, Inc. Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson John C. Malone Director; Chairman of Liberty Media Corporation Donald F. Mc Henry Director; President of The IRC Group LLC Louis A. Simpson Director; President and Chief Executive Officer of Capital Operations of GEICO Corporation Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at Columbia University Sanford I. Weill Director; Chairman and Co-Chief Executive Officer of Citigroup Inc. John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group Page 15 of 18 Pages Schedule 1-A continued ---------------------- Name Title - ---- ----- James W. Cicconi General Counsel and Executive Vice President-Law & Government Affairs Nicholas S. Cyprus Vice President and Controller Mirian M. Graddick-Weir Executive Vice President - Human Resources Frank Ianna Executive Vice President and President AT&T Network Services Richard J. Martin Executive Vice President - Public Relations and Employee Communication David C. Nagel President - AT&T Labs & Chief Technology Officer Charles H. Noski Senior Executive Vice President and Chief Financial Officer John C. Petrillo Executive Vice President - Corporate Strategy & Business Development Richard R. Roscitt Executive Vice President and President - AT&T Business Services Daniel E. Somers* President and CEO - AT&T Broadband *Mr. Somers is a Canadian citizen. Page 16 of 18 Pages Schedule 1-B ------------ AT&T WIRELESS SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS The name and present principal occupation of each director and executive officer of AT&T Wireless Services, Inc. are set forth below. The business address for each person listed below, unless otherwise indicated, is 7277 164th Avenue, NE, Redmond, WA 98052. Title Name Address - ----- ---- ------- Director; Chairman and John D. Zeglis 295 North Maple Avenue Chief Executive Officer of Basking Ridge, NJ 07920 AT&T Wireless Group Director; President Mohan Gyani Director Harold W. Burlingame 295 North Maple Avenue Basking Ridge, NJ 07920 Executive Vice President Jordan M. Roderick - - International Executive Vice President Robert H. Johnson - - Wireless Operations Sr. Vice President - William W. Hague Acquisitions/Assistant Secretary Sr. Vice President - Donald A. Boerema Business Development and Strategy Sr. Vice President - Emilio Echave 11760 N. U.S. Highway 1 Channel Operations West Tower, 3rd Floor North Palm Beach, FL 33408 Sr. Vice President - Roderick Nelson Engineering Sr. Vice President - Joseph McCabe 295 North Maple Avenue Finance Basking Ridge, NJ 07920 Sr. Vice President - Gregory P. Landis General Counsel and Secretary Sr. Vice President - Kim S. Whitehead Marketing Sr. Vice President - Andrea J. Doelling 1001 16th Street National Markets Suite C-1, A-125 Denver, CO 80265 Sr. Vice President - Kendra VanderMuelen Product Management and Development Vice President Larry Siefert Vice President - Joseph E. Stumpf Acquisitions and Development Vice President - Robert Stokes, Jr. Associate General Counsel Vice President - J. Walter Hyer, III Associate General Counsel/Assistant Secretary Page 17 of 18 Pages Schedule 1-B continued ---------------------- Title Name Address - ----- ---- ------- Vice President - Carrier Donald Adams Relations Acquisitions and Development Vice President - Jane O'Donaghue Corporate Communications Vice President - External Douglas I. Brandon 1150 Connecticut Avenue Affairs/Assistant 4th Floor Secretary Washington, DC 20036 Vice President - Robert L. Lewis International Business Development Vice President - Tax and Lawrence Kurland Treasurer Page 18 of 18 Pages EX-10.2 2 0002.txt LETTER AGREEMENT WITH GERALD T. VENTO Exhibit 10.2 November 13, 2000 AT&T Wireless Services, Inc. 7277 164th Avenue, N.E. Redmond, WA 98052 Re: Sale of Subject Shares ---------------------- Ladies and Gentlemen: AT&T Wireless Services, Inc. ("AWS"), and Gerald T. Vento (the "Management Stockholder"), wish to set forth in this Letter Agreement (the "Letter Agreement"), certain rights and obligations with respect to the shares of Voting Preference Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share, and Class D Common Stock, par value $0.01 per share, (collectively, the "Subject Stock") of Telecorp PCS, Inc. (the "Company") held by the Management Stockholders. For and in consideration of One Hundred Dollars ($100.00), in aggregate, in hand paid, the mutual premises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged conclusively, AWS, on the one hand, and the Management Stockholder, on the other hand, intending to be and being legally bound, agree as follows: 1. Transfer of Subject Shares. The Management Stockholder agrees that he will not Transfer any shares of Subject Stock without complying with the terms of this Letter Agreement. The Management Stockholder agrees that (i) in connection with any Transfer permitted by this Letter Agreement he will Transfer all, and not less than all, of the shares of Subject Stock held by the Management Stockholder, and (ii) he will not Transfer any shares of Subject Stock other than for cash and/or shares of a publicly traded stock (such shares to be valued at the average closing price for the ten (10) trading days randomly selected by lot from the twenty (20) consecutive trading days ending three (3) days prior to the execution of the Sale Offer). Any Transfer of Subject Stock by the Management Stockholder other than a Transfer made after complying with the requirements of this Letter Agreement to provide AWS with the Purchase Right (as hereinafter defined) shall be null and void. In addition, no Transfer of Subject Stock by the Management Stockholder may be made to any Person other than AWS or its designee if (i) such Transfer would result in the Company being in violation of any statute, rule or regulation of the Federal Communications Commission and (ii) unless such Person enters into an agreement with AWS pursuant to which it will have the same obligations it would have as a "Stockholder" if it were a signatory to that certain Stockholders Agreement dated November 13, 2000 by and between AT&T Wireless PCS, LLC, the Management Stockholder, the Other Shareholders named therein, and the Cash Equity Investors named therein, including without limitation the obligation to vote such Person's Voting Preference Stock in accordance with the provisions of Sections 3.1(d) and 3.1(e)(i) and (iii) of. As used herein, "Transfer" shall mean any (i) 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 (a "Pledge"), provided that a Pledge will not be deemed to be a Transfer if the person(s) and/or entities receiving a direct or indirect interest in the Subject Stock (the "Pledgee") acknowledges in writing the existence of this Agreement and agrees in writing that the Purchase Right must be complied with before the 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 (as such term is defined in Rule 13d-3 of the Securities Exchange Act, as amended) of the Subject Stock (an "Effective Transfer"), provided that an Effective Transfer shall not be deemed to be a Transfer if the person(s) and/or entities acquiring beneficial ownership of the Subject Stock (the "Effective Transferee") acknowledges in writing the existence of this Agreement and agrees in writing that the Purchase Right must be complied with before the Effective Transferee can exercise control over the Subject Stock or effect a Transfer of it. 2. Right of First Refusal. In the event the Management Stockholder receives or otherwise negotiates with a prospective purchaser (the "Purchaser") a written bona fide offer (the "Sale Offer") to purchase all but not less than all of such Management Stockholder's Subject Stock, and the Management Stockholder intend to accept such offer, then the Management Stockholder shall provide AWS written notice (the "Notice") of such offer, which notice shall describe in reasonable detail the material terms of the Sale Offer, including the name and address of the Purchaser, and the proposed purchase price. AWS shall have the irrevocable right and option, but not the obligation (the "Purchase Right"), to purchase (or to designate another party to purchase) the Subject Stock at the same price and on the same terms as set forth in the Notice by giving written notice thereof to the Management Stockholder within thirty (30) days of the date of the Notice; provided, however, that in lieu of cash, the purchase price for the Subject Stock may, at the option of AWS, be paid to the Management Stockholder in either, or a combination of, cash or shares of AT&T Wireless Group Tracking Stock (or any successor security which is publicly traded) valued at the average closing price for the ten (10) trading days randomly selected by lot from the twenty (20) consecutive trading days ending three (3) days prior to the execution of any agreement providing for the purchase of the Subject Stock by AWS or its designee. Any such purchase pursuant to the Purchase Right shall be closed at the principal executive offices of the Company within thirty (30) days after the date notice of such purchase is delivered by AWS to the Management Stockholder; provided, however, that if such purchase is subject to the consent of the Federal Communications Commission ("FCC") or any public service or public utilities commission, such purchase shall by closed on the fifth business day after all such consents shall have been obtained by Final Order as such term is commonly used in connection with assignments and transfers of licenses issued by the FCC. If AWS declines (which shall include the failure to give timely notice of acceptance) to accept such offer, the Management Stockholder shall have the right, for a period of one hundred twenty (120) days following the expiration of the thirty (30) day acceptance period referred to above to close the Transfer described in the Notice on identical terms with those set forth in the Notice (except that the price must be at least 95% of the price set forth in the Notice); provided, however, that if such purchase is subject to the consent of the FCC or any public service or public utilities commission, the period for consummation of such purchase shall by increased to the fifth business day after all such consents shall have been obtained by Final Order. If, after delivering a Notice, the Management Stockholder does not close a Transfer in accordance with the terms of the immediately preceding sentence, the Management Stockholder shall not effect any Transfer without giving another notice in accordance with this Letter Agreement. 3. Share Certificates (a) Each certificate representing the shares of Subject Stock now or hereafter held by the Management Stockholder or delivered in substitution or exchange for any of the foregoing certificates shall be stamped with legends in substantially the following form: "The shares represented by this Certificate are subject to an Agreement dated as of __________, 2000, a copy of which is on file at the offices of the Company and will be furnished by the Company to the holder hereof upon written request. Such Agreement provides, among other things, for the granting of certain restrictions on the sale, transfer, pledge, hypothecation or other disposition of the shares represented by this Certificate, and that under certain circumstances, the holder hereof may be required to sell the shares represented by this Certificate. By acceptance of this Certificate, each holder hereof agrees to be bound by the provisions of such Agreement. The Company reserves the rights to refuse to transfer the shares represented by this Certificate unless and until the conditions to transfer set forth in such Agreement have been fulfilled." (b) The Management Stockholder agrees that he, she or it will deliver all certificates for shares of Subject Stock owned by him, her or it to the Company for the purpose of affixing such legends thereto. (c) Such legends shall be removed upon the earlier of (x) expiration of this Agreement and (y) the consummation of a transaction involving such within the meaning of part (i) of the definition of Transfer in compliance with the provisions hereof, provided that legends shall only be removed from Subject Shares included in such transaction. 4. Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Letter Agreement and that, in addition to being entitled to exercise all of the rights provided herein or granted by law, including recovery of damages, equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Letter Agreement. 5. Notices. All notices or other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile transmission, or by registered or certified mail (return receipt requested), postage prepaid, with an acknowledgment of receipt signed by the addressee (or electronic confirmation in the case of facsimile transmission)or an authorized representative thereof, addressed as follows (or to such other address for a party as shall be specified by like notice; provided that notice of a change of address shall be effective only upon receipt thereof: If to AWS: c/o AT&T Wireless Services, Inc. 7277 164th Ave, N.E. Redmond, WA 98052 Attention: William W. Hague Telephone: (425) 828-8461 Facsimile: (425) 828-8451 With a copy to: AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Attention: Corporate Secretary Telephone: (908) 221-6660 Facsimile: (908) 221-6618 and Friedman Kaplan Seiler & Adelman LLP 875 Third Avenue, 8th Floor New York, New York 10022 Attention: Gregg S. Lerner Telephone: (212) 833-1100 Facsimile: (212) 355-6401 If to Gerald Vento, to: Overnight Delivery Gerald T. Vento 6 Piedmont Drive Middleburg, VA 20117 Regular Delivery Gerald T. Vento P.O. Box 94 Middleburg, VA 20118 Telephone: (540) 687-8011 Facsimile: (540) 687-8083 With a copy to: TeleCorp PCS, Inc. 1010 N. Glebe Road Arlington, Virginia 22201 Attention: General Counsel Telephone: (703) 236-1100 Facsimile: (703) 236-1376 6. Entire Letter Agreement; Amendment. This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. No change or modification of this Letter Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the parties hereto. 7. Waiver. No failure or delay on the part of any party in exercising any right, power or privilege hereunder, nor any course of dealing between the parties shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege hereunder preclude the simultaneous or later exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights and remedies which any party would otherwise have. No notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of such party or any of them to take any other or further action in any circumstances without notice or demand. 8. Benefit and Binding Effect; Severability. This Letter Agreement shall be binding upon and shall inure to the benefit of each party and their respective successors, executors, administrators and personal representatives and heirs and permitted assigns. If any term or other provision of this Letter Agreement is invalid, illegal or incapable of being enforced by any law or public policy or any listing requirement applicable to the Subject Stocks, all other terms and provisions of this Letter Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto affected by such determination in any material respect shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the provisions hereof are given effect as originally contemplated to the greatest extent possible. 9. FCC Approval. Notwithstanding anything contained in this Letter Agreement to the contrary, no transaction or action contemplated herein shall be consummated and no interests or rights transferred, converted or exchanged prior to receiving FCC approval with respect thereto to the extent such approval is necessary. 10. Governing Law. ------------- (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE UNITD STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK (THE "CHOSEN COURTS") AND (I)IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS, (II)WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS (III)WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN INCONVENIENT FORUM OR DO N OT HAVE JURISDICTION OVER ANY PARTY HERETO AND (IV)AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITHG SECTION 5 OF THIS AGREEMENT. (b) The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Letter Agreement or the transactions contemplated hereby. 11. Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Letter Agreement. 12. Counterparts. This letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 13. Expiration. This Agreement shall expire on July 17, 2003. If you are in agreement with the terms of this letter, please sign two copies in the space provided below and return it to the undersigned. Very truly yours, /s/ Gerald T. Vento ------------------------- GERALD T. VENTO Agreed and accepted as of the date hereof: AT&T WIRELESS SERVICES, INC. By: /s/ Joseph E. Stumpf ------------------------- Joseph E. Stumpf Title: Vice President - Acquisitions and Development --------------------------------------------- EX-10.3 3 0003.txt LETTER AGREEMENT WITH THOMAS H. SULLIVAN Exhibit 10.3 November 13, 2000 AT&T Wireless Services, Inc. 7277 164th Avenue, N.E. Redmond, WA 98052 Re: Sale of Subject Shares ---------------------- Ladies and Gentlemen: AT&T Wireless Services, Inc. ("AWS"), and Thomas H. Sullivan (the "Management Stockholder"), wish to set forth in this Letter Agreement (the "Letter Agreement"), certain rights and obligations with respect to the shares of Voting Preference Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share, and Class D Common Stock, par value $0.01 per share, (collectively, the "Subject Stock") of Telecorp PCS, Inc. (the "Company") held by the Management Stockholders. For and in consideration of One Hundred Dollars ($100.00), in aggregate, in hand paid, the mutual premises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged conclusively, AWS, on the one hand, and the Management Stockholder, on the other hand, intending to be and being legally bound, agree as follows: 1. Transfer of Subject Shares. The Management Stockholder agrees that he will not Transfer any shares of Subject Stock without complying with the terms of this Letter Agreement. The Management Stockholder agrees that (i) in connection with any Transfer permitted by this Letter Agreement he will Transfer all, and not less than all, of the shares of Subject Stock held by the Management Stockholder, and (ii) he will not Transfer any shares of Subject Stock other than for cash and/or shares of a publicly traded stock (such shares to be valued at the average closing price for the ten (10) trading days randomly selected by lot from the twenty (20) consecutive trading days ending three (3) days prior to the execution of the Sale Offer). Any Transfer of Subject Stock by the Management Stockholder other than a Transfer made after complying with the requirements of this Letter Agreement to provide AWS with the Purchase Right (as hereinafter defined) shall be null and void. In addition, no Transfer of Subject Stock by the Management Stockholder may be made to any Person other than AWS or its designee if (i) such Transfer would result in the Company being in violation of any statute, rule or regulation of the Federal Communications Commission and (ii) unless such Person enters into an agreement with AWS pursuant to which it will have the same obligations it would have as a "Stockholder" if it were a signatory to that certain Stockholders Agreement dated November 13, 2000 by and between AT&T Wireless PCS, LLC, the Management Stockholder, the Other Shareholders named therein, and the Cash Equity Investors named therein, including without limitation the obligation to vote such Person's Voting Preference Stock in accordance with the provisions of Sections 3.1(d) and 3.1(e)(i) and (iii) of. As used herein, "Transfer" shall mean any (i) 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 (a "Pledge"), provided that a Pledge will not be deemed to be a Transfer if the person(s) and/or entities receiving a direct or indirect interest in the Subject Stock (the "Pledgee") acknowledges in writing the existence of this Agreement and agrees in writing that the Purchase Right must be complied with before the 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 (as such term is defined in Rule 13d-3 of the Securities Exchange Act, as amended) of the Subject Stock (an "Effective Transfer"), provided that an Effective Transfer shall not be deemed to be a Transfer if the person(s) and/or entities acquiring beneficial ownership of the Subject Stock (the "Effective Transferee") acknowledges in writing the existence of this Agreement and agrees in writing that the Purchase Right must be complied with before the Effective Transferee can exercise control over the Subject Stock or effect a Transfer of it. 2. Right of First Refusal. In the event the Management Stockholder receives or otherwise negotiates with a prospective purchaser (the "Purchaser") a written bona fide offer (the "Sale Offer") to purchase all but not less than all of such Management Stockholder's Subject Stock, and the Management Stockholder intend to accept such offer, then the Management Stockholder shall provide AWS written notice (the "Notice") of such offer, which notice shall describe in reasonable detail the material terms of the Sale Offer, including the name and address of the Purchaser, and the proposed purchase price. AWS shall have the irrevocable right and option, but not the obligation (the "Purchase Right"), to purchase (or to designate another party to purchase) the Subject Stock at the same price and on the same terms as set forth in the Notice by giving written notice thereof to the Management Stockholder within thirty (30) days of the date of the Notice; provided, however, that in lieu of cash, the purchase price for the Subject Stock may, at the option of AWS, be paid to the Management Stockholder in either, or a combination of, cash or shares of AT&T Wireless Group Tracking Stock (or any successor security which is publicly traded) valued at the average closing price for the ten (10) trading days randomly selected by lot from the twenty (20) consecutive trading days ending three (3) days prior to the execution of any agreement providing for the purchase of the Subject Stock by AWS or its designee. Any such purchase pursuant to the Purchase Right shall be closed at the principal executive offices of the Company within thirty (30) days after the date notice of such purchase is delivered by AWS to the Management Stockholder; provided, however, that if such purchase is subject to the consent of the Federal Communications Commission ("FCC") or any public service or public utilities commission, such purchase shall by closed on the fifth business day after all such consents shall have been obtained by Final Order as such term is commonly used in connection with assignments and transfers of licenses issued by the FCC. If AWS declines (which shall include the failure to give timely notice of acceptance) to accept such offer, the Management Stockholder shall have the right, for a period of one hundred twenty (120) days following the expiration of the thirty (30) day acceptance period referred to above to close the Transfer described in the Notice on identical terms with those set forth in the Notice (except that the price must be at least 95% of the price set forth in the Notice); provided, however, that if such purchase is subject to the consent of the FCC or any public service or public utilities commission, the period for consummation of such purchase shall by increased to the fifth business day after all such consents shall have been obtained by Final Order. If, after delivering a Notice, the Management Stockholder does not close a Transfer in accordance with the terms of the immediately preceding sentence, the Management Stockholder shall not effect any Transfer without giving another notice in accordance with this Letter Agreement. 3. Share Certificates (a) Each certificate representing the shares of Subject Stock now or hereafter held by the Management Stockholder or delivered in substitution or exchange for any of the foregoing certificates shall be stamped with legends in substantially the following form: "The shares represented by this Certificate are subject to an Agreement dated as of __________, 2000, a copy of which is on file at the offices of the Company and will be furnished by the Company to the holder hereof upon written request. Such Agreement provides, among other things, for the granting of certain restrictions on the sale, transfer, pledge, hypothecation or other disposition of the shares represented by this Certificate, and that under certain circumstances, the holder hereof may be required to sell the shares represented by this Certificate. By acceptance of this Certificate, each holder hereof agrees to be bound by the provisions of such Agreement. The Company reserves the rights to refuse to transfer the shares represented by this Certificate unless and until the conditions to transfer set forth in such Agreement have been fulfilled." (b) The Management Stockholder agrees that he, she or it will deliver all certificates for shares of Subject Stock owned by him, her or it to the Company for the purpose of affixing such legends thereto. (c) Such legends shall be removed upon the earlier of (x) expiration of this Agreement and (y) the consummation of a transaction involving such within the meaning of part (i) of the definition of Transfer in compliance with the provisions hereof, provided that legends shall only be removed from Subject Shares included in such transaction. 4. Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Letter Agreement and that, in addition to being entitled to exercise all of the rights provided herein or granted by law, including recovery of damages, equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Letter Agreement. 5. Notices. All notices or other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile transmission, or by registered or certified mail (return receipt requested), postage prepaid, with an acknowledgment of receipt signed by the addressee (or electronic confirmation in the case of facsimile transmission)or an authorized representative thereof, addressed as follows (or to such other address for a party as shall be specified by like notice; provided that notice of a change of address shall be effective only upon receipt thereof: If to AWS: c/o AT&T Wireless Services, Inc. 7277 164th Ave, N.E. Redmond, WA 98052 Attention: William W. Hague Telephone: (425) 828-8461 Facsimile: (425) 828-8451 With a copy to: AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Attention: Corporate Secretary Telephone: (908) 221-6660 Facsimile: (908) 221-6618 and Friedman Kaplan Seiler & Adelman LLP 875 Third Avenue, 8th Floor New York, New York 10022 Attention: Gregg S. Lerner Telephone: (212) 833-1100 Facsimile: (212) 355-6401 If to Thomas H. Sullivan, to: Thomas H. Sullivan 11509 Highland Farm Road Potomac, Maryland 20854 Telephone: (301) 299-2406 Facsimile: (301) 299-5246 With a copy to: TeleCorp PCS, Inc. 1010 N. Glebe Road Arlington, Virginia 22201 Attention: General Counsel Telephone: (703) 236-1100 Facsimile: (703) 236-1376 6. Entire Letter Agreement; Amendment. This Letter Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. No change or modification of this Letter Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by the parties hereto. 7. Waiver. No failure or delay on the part of any party in exercising any right, power or privilege hereunder, nor any course of dealing between the parties shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege hereunder preclude the simultaneous or later exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights and remedies which any party would otherwise have. No notice to or demand on a party in any case shall entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of such party or any of them to take any other or further action in any circumstances without notice or demand. 8. Benefit and Binding Effect; Severability. This Letter Agreement shall be binding upon and shall inure to the benefit of each party and their respective successors, executors, administrators and personal representatives and heirs and permitted assigns. If any term or other provision of this Letter Agreement is invalid, illegal or incapable of being enforced by any law or public policy or any listing requirement applicable to the Subject Stocks, all other terms and provisions of this Letter Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto affected by such determination in any material respect shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the provisions hereof are given effect as originally contemplated to the greatest extent possible. 9. FCC Approval. Notwithstanding anything contained in this Letter Agreement to the contrary, no transaction or action contemplated herein shall be consummated and no interests or rights transferred, converted or exchanged prior to receiving FCC approval with respect thereto to the extent such approval is necessary. 10. Governing Law. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF. EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN THE UNITD STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK (THE "CHOSEN COURTS") AND (I)IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS, (II)WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE CHOSEN COURTS (III)WAIVES ANY OBJECTION THAT THE CHOSEN COURTS ARE AN INCONVENIENT FORUM OR DO N OT HAVE JURISDICTION OVER ANY PARTY HERETO AND (IV)AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE IF NOTICE IS GIVEN IN ACCORDANCE WITHG SECTION 5 OF THIS AGREEMENT. (b) The parties hereto hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Letter Agreement or the transactions contemplated hereby. 11. Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Letter Agreement. 12. Counterparts. This letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 13. Expiration. This Agreement shall expire on July 17, 2003. If you are in agreement with the terms of this letter, please sign two copies in the space provided below and return it to the undersigned. Very truly yours, /s/ Thomas H. Sullivan ------------------------- THOMAS H. SULLIVAN Agreed and accepted as of the date hereof: AT&T WIRELESS SERVICES, INC. By: /s/ Joseph E. Stumpf ------------------------- Joseph E. Stumpf Title: Vice President - Acquisitions and Development --------------------------------------------- EX-99 4 0004.txt AGREEMENT TO FILE THIS SCHEDULE 13D Exhibit 99 November 27, 2000 This will confirm the agreement by and among all of the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the Class A Common Stock of TeleCorp PCS, Inc. is being filed on behalf of each of the undersigned. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. AT&T CORP. By: /S/ STEVEN V. GARFINKEL ------------------------------------------- Name: Steven V. Garfinkel Title: Assistant Secretary AT&T WIRELESS PCS, LLC By: AT&T Wireless Services, Inc., its manager By: /S/ WILLIAM HAGUE ------------------------------------------- Name: William Hague Title: Senior Vice President AT&T WIRELESS SERVICES, INC. By: /S/ WILLIAM HAGUE ------------------------------------------- Name: William Hague Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----