SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 12, 2001
Date of earliest event reported: October 7, 2001
AT&T Wireless Services, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-16567 91-1379052
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
7277 164th Ave. NE, Building 1
Redmond, WA 98052
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (425) 580-6000
ITEM 5. OTHER EVENTS.
On October 7, 2001, AT&T Wireless Services, Inc. ("AT&T Wireless"), TL
Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of AT&T Wireless,
and TeleCorp PCS, Inc. ("TeleCorp") entered into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which Merger Sub will be merged into
TeleCorp (the "Merger"), with TeleCorp surviving as a wholly owned subsidiary of
AT&T Wireless. If the Merger is completed, all of the outstanding shares of the
common stock of TeleCorp, par value $0.01 per share ("TeleCorp Common Stock")
and preferred stock of TeleCorp ("TeleCorp Preferred Stock" and, together with
the TeleCorp Common Stock, the "TeleCorp Capital Stock"), other than shares held
by AT&T Wireless, which shall be cancelled, and other than dissenting shares,
will be converted into the right to receive shares of AT&T Wireless Common Stock
or AT&T Wireless Preferred Stock, as follows:
i) each outstanding share of each class of the TeleCorp 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 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 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 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 Series C Preferred Stock;
v) each share of TeleCorp 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 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 Series E Preferred Stock;
vii) each share of TeleCorp 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 Series G Preferred Stock will be converted
into the right to receive 0.9 shares of AT&T Wireless Common Stock.
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 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 beneficially owning in the aggregate more than 50% of
the outstanding voting power of the TeleCorp Capital Stock pursuant to which
such stockholders have agreed (1) to vote their shares of TeleCorp 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 Capital
Stock prior to the consummation of the Merger, with specified exceptions
available for certain stockholders.
The foregoing descriptions of the Merger, the Merger Agreement, and the
Voting Agreements are qualified in their entirety by reference to the text of
the Merger Agreement and the forms of the Voting Agreements, which are attached
hereto as Exhibits 2.1, 10.1, and 10.2, respectively, and are incorporated
herein by reference.
On October 8, 2001, AT&T Wireless issued a press release announcing the
Merger Agreement, the Voting Agreements and the related transactions. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits. The following exhibits are filed as part of this
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report:
2.1 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*
(incorporated by reference to Exhibit 2.2 to Schedule
13D, Amendment No. 5, filed on October 9, 2001 by
AT&T Wireless with respect to TeleCorp (Commission
File No. 000-31941)).
10.1 Form of Voting Agreement (Cash Equity Investor)
(incorporated by reference to Exhibit 10.10 to
Schedule 13D, Amendment No. 5, filed on October 9,
2001 by AT&T Wireless with respect to TeleCorp
(Commission File No. 000-31941)).
10.2 Form of Voting Agreement (Management Stockholder)
(incorporated by reference to Exhibit 10.11 to
Schedule 13D,
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* Certain exhibits to, and schedules in connection with, the Merger Agreement
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant
agrees to provide the Commission a copy of any such exhibit or schedule upon
request.
Amendment No. 5, filed on October 9, 2001 by AT&T
Wireless with respect to TeleCorp (Commission File
No. 000-31941)).
99.1 Press Release dated October 8, 2001
SIGNATURE
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.
Dated: October 12, 2001
AT&T WIRELESS SERVICES, INC.
By /s/ Benjamin F. Stephens
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Name: Benjamin F. Stephens
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
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2.1 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 (incorporated by reference to Exhibit 2.2 to
Schedule 13D, Amendment No. 5, filed on October 9, 2001 by AT&T
Wireless with respect to TeleCorp (Commission File No. 000-31941)).
10.1 Form of Voting Agreement (Cash Equity Investor) (incorporated by
reference to Exhibit 10.10 to Schedule 13D, Amendment No. 5, filed
on October 9, 2001 by AT&T Wireless with respect to TeleCorp
(Commission File No. 000-31941)).
10.2 Form of Voting Agreement (Management Stockholder) (incorporated by
reference to Exhibit 10.11 to Schedule 13D, Amendment No. 5, filed
on October 9, 2001 by AT&T Wireless with respect to TeleCorp
(Commission File No. 000-31941)).
99.1 Press Release dated October 8, 2001