SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Telecorp PCS, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value per share
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(Title of Class of Securities)
879300 10 1
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(CUSIP Number of Class of Securities)
Benjamin F. Stephens Eric DeJong
AT&T Wireless Services, Inc. with a copy to: Perkins Coie LLP
7277 164th Avenue NE, Building 1 1201 Third Avenue, 40th Floor
Redmond, WA 98052 Seattle, Washington 98101
(425) 580-6000 (206) 583-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices
of Communication)
October 7, 2001
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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
Section 13d-7(b) for other parties to whom copies are to be sent.
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* 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 8 Pages
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SCHEDULE 13D
CUSIP No. 879300 10 1 (Amendment No. 5) (Page 2 of 8 Pages)
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T WIRELESS SERVICES, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
47,978,426
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
-0-
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EACH REPORTING 9 SOLE DISPOSITIVE POWER
47,978,426
------ ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,978,426
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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SCHEDULE 13D
CUSIP No. 879300 10 1 (Amendment No. 5) (Page 3 of 8 Pages)
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
AT&T WIRELESS PCS, LLC
-------- -----------------------------------------------------------------------
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 ITEM 2(d) or 2(e) |_|
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
47,978,426
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BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
-0-
------ ------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER
47,978,426
------ ------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,978,426
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7%
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14 TYPE OF REPORTING PERSON*
00 (Limited Liability Company)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8 Pages
This Amendment No. 5 is filed by AT&T Wireless Services, Inc. ("AT&T
Wireless") and AT&T Wireless PCS, LLC ("AWSPCS"), and supplements and amends the
statement on Schedule 13D originally filed with the Securities and Exchange
Commission by AT&T Corp. ("AT&T"), AT&T Wireless and AT&T Wireless PCS, LLC on
November 27, 2000 (the "Original Filing"). This amendment is being filed to
reflect the Agreement and Plan of Merger, dated as of October 7, 2001 (the
"Merger Agreement"), among AT&T Wireless, TL Acquisition Corp. ("Merger Sub"), a
wholly owned subsidiary of AT&T Wireless, and TeleCorp PCS, Inc. ("TeleCorp II"
or the "Issuer").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended and supplemented by the addition of the following
paragraphs:
Pursuant to the Merger Agreement, if the Merger (as defined below)
occurs:
(i) each outstanding share of each class of the common stock of
TeleCorp II, par value $0.01 per share ("TeleCorp II Common
Stock"), including Class A Common Stock, will be converted
into the right to receive 0.9 shares of common stock of AT&T
Wireless, par value $0.01 per share ("AT&T Wireless Common
Stock");
(ii) each share of TeleCorp II Series A Convertible Preferred Stock
will be converted into the right to receive 82.9849 shares of
AT&T Wireless Common Stock;
(iii) each share of TeleCorp II Series B Convertible Preferred Stock
will be converted into the right to receive 81.2439 shares of
AT&T Wireless Common Stock;
(iv) each share of TeleCorp II Series C Preferred Stock will be
converted into the right to receive one share of a newly
designated series of preferred stock of AT&T Wireless having
terms substantially identical to the terms of the TeleCorp II
Series C Preferred Stock;
(v) each share of TeleCorp II Series D Preferred Stock will be
converted into the right to receive 27.6425 shares of AT&T
Wireless Common Stock;
(vi) each share of TeleCorp II Series E Preferred Stock will be
converted into the right to receive one share of a newly
designated series of preferred stock of AT&T Wireless having
terms substantially identical to the terms of the TeleCorp II
Series E Preferred Stock;
(vii) each share of TeleCorp II Series F Preferred Stock will be
converted into the right to receive 0.9 shares of AT&T
Wireless Common Stock; and
(viii) each share of TeleCorp II Series G Preferred Stock will be
converted into the right to receive 0.9 shares of AT&T
Wireless Common Stock.
The Merger Agreement is filed as an exhibit hereto and is incorporated
into this Item 3 by reference.
Page 4 of 8 Pages
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is amended and supplemented by the addition of the following
paragraph:
On October 7, 2001, AT&T Wireless, Merger Sub and TeleCorp II entered
into the Merger Agreement pursuant to which Merger Sub would be merged into
TeleCorp II (the "Merger"), with TeleCorp II surviving as a wholly owned
subsidiary of AT&T Wireless. If completed, all of the outstanding shares of
TeleCorp II Common Stock and preferred stock of TeleCorp II ("TeleCorp II
Preferred Stock" and, together with the Telecorp II Common Stock, the "Telecorp
II Capital Stock"), other than shares held by AT&T Wireless, which shall be
cancelled, will be converted into the right to receive shares of AT&T Wireless
Common Stock or AT&T Wireless Preferred Stock, as set forth in Item 3 above. The
completion of the merger is subject to regulatory approvals and other customary
conditions, including the approval of the holders of 50% or more of the
outstanding voting power of the TeleCorp II Capital Stock.
Also on October 7, 2001, in connection with the Merger Agreement, AT&T
Wireless entered into agreements (the "Voting Agreements") with certain
stockholders of TeleCorp II beneficially owning in the aggregate more than 50%
of the outstanding voting power of the TeleCorp II Capital Stock pursuant to
which such stockholders have agreed (1) to vote their shares of TeleCorp II
Capital Stock in favor of adoption of the Merger Agreement and against proposals
for certain other transactions and (2) not to transfer their shares of TeleCorp
II Capital Stock prior to the consummation of the Merger with specified
exceptions available for certain stockholders.
Also on October 7, 2001, TeleCorp II, AT&T Wireless and certain other
stockholders of TeleCorp II entered into Amendment No. 1 to the Stockholders
Agreement (the "Stockholders Agreement Amendment") pursuant to which the
Stockholders Agreement was amended to permit the parties to the Voting
Agreements to enter into the Voting Agreements.
The foregoing descriptions of the Merger, the Merger Agreement, the
Voting Agreements and the Stockholders Agreement Amendment are qualified in
their entirety by reference to the text of the Merger Agreement and the forms of
the Voting Agreements and the Stockholders Agreement Amendment, which are
attached hereto as Exhibits 2.2, 10.10, 10.11 and 10.12, respectively, and are
incorporated herein by reference.
The Merger Agreement and the transactions contemplated thereby,
including consummation of the Merger, could result in some or all of the events
referred in items (a) through (j) of Item 4 of Schedule 14D. Except as set forth
above, the Reporting Persons have no present plans or intentions that would
result in any of the matters referred to items (a) through (j) of Item 4 of
Schedule 14D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF TELECORP II
The response to Items 3 and 4 of this Amendment No. 5 are hereby
incorporated in this Item 6 by reference.
Page 5 of 8 Pages
Item 7. MATERIAL TO BE FILED AS EXHIBITS
2.2 Agreement and Plan of Merger by and among AT&T Wireless
Services, Inc., TL Acquisition Corp., and TeleCorp PCS, Inc.,
dated as of October 7, 2001.
10.10 Form of Voting Agreement (Cash Equity Investor).
10.11 Form of Voting Agreement (Management Stockholder).
10.12 Form of Amendment No. 1 to the Stockholders' Agreement.
Page 6 of 8 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: October 8, 2001 AT&T WIRELESS SERVICES, INC.
By:/s/ Benjamin F. Stephens
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Name: Benjamin F. Stephens
Title: Assistant Secretary
Date: October 8, 2001 AT&T WIRELESS PCS, LLC
By: AT&T Wireless Services, Inc.,
its manager
By:/s/ Benjamin F. Stephens
------------------------------
Name: Benjamin F. Stephens
Title: Assistant Secretary
Page 7 of 8 Pages
EXHIBIT INDEX
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Number Item
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2.2 Agreement and Plan of Merger by and among AT&T Wireless
Services, Inc., TL Acquisition Corp., and TeleCorp PCS, Inc.,
dated as of October 7, 2001.
10.10 Form of Voting Agreement (Cash Equity Investor).
10.11 Form of Voting Agreement (Management Stockholder).
10.12 Form of Amendment No. 1 to the Stockholders' Agreement.
Page 8 of 8 Pages