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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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(Rule 13d-101)
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TELECORP PCS, INC. (Formerly known as Telecorp-Tritel Holding Company)
(Name of Issuer)
Class A Voting Common Stock, $0.01 par value per share 879300 10 1
(Title of class of securities) (CUSIP number)
Kathy Kiefer, Esq.
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, Indiana 46023
(317) 817-6115
(Name, address and telephone number of person authorized
to receive notices and communications)
November 14, 2001
(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.
(Continued on following pages)
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CUSIP No. 879300 10 1 13D Page 2 of 22
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1 NAME OF REPORTING PERSON Conseco, Inc.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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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: OO
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5 CHECK BOX 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: Indiana
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7 SOLE VOTING POWER: 12,601,772
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 12,601,772
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,601,772
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.0%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 879300 10 1 13D Page 3 of 22
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1 NAME OF REPORTING PERSON CIHC, Incorporated
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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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: OO
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5 CHECK BOX 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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7 SOLE VOTING POWER: 12,601,772
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH ------------------- --------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER: 12,601,772
PERSON WITH
------------------- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 0
------------------------ --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,601,772
------------------------ --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.0%
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14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 879300 10 1 13D Page 4 of 22
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1 NAME OF REPORTING PERSON CTIHC, Inc.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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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: OO
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5 CHECK BOX 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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7 SOLE VOTING POWER: 12,601,772
NUMBER OF
SHARES
------------------- --------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
------------------- --------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER: 12,601,772
REPORTING
------------------- --------------------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
------------------------ --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 12,601,772
------------------------ --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [X]
------------------------ --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.0%
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14 TYPE OF REPORTING PERSON: CO
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Item 1. Security and Issuer
This statement on Schedule 13D relates to the class A voting
common stock, par value $0.01 per share ("Class A Common Stock"), of TeleCorp
PCS, Inc. (f/k/a TeleCorp-Tritel Holding Company), a Delaware corporation
("TeleCorp"). The address of the principal executive office of TeleCorp is 1010
N. Glebe Road, Suite 800, Arlington, VA 22201.
Item 2. Identity and Background
This statement is filed by each of the following persons (each
a "Reporting Person"): Conseco, Inc., an Indiana corporation ("Conseco"), CIHC,
Incorporated, a Delaware corporation ("CIHC") and CTIHC, Inc., a Delaware
corporation ("CTIHC"). CIHC is a wholly-owned subsidiary of Conseco and CTIHC is
a wholly-owned subsidiary of CIHC. The Reporting Persons have entered into a
joint filing agreement with respect to this Schedule 13D, which is attached
hereto as Exhibit 17.
Conseco and CIHC originally filed a Schedule 13D (File No.
005-58279) relating to the Class A Common Stock on November 29, 2000, jointly
with a group in accordance with Rule 13d-1(k)(2) under the Securities Exchange
Act of 1934 (the "Original Schedule 13D"). On December 29, 2000, CIHC
transferred its interest in 17,182,073 shares of Class A Common Stock to CTIHC.
Conseco, CIHC and CTIHC have determined to file this statement on Schedule 13D
(which amends certain information relating to CIHC and Conseco contained in the
Original Schedule 13D) and any future amendments hereto separately from the
original filing group.
Each of Conseco and CIHC is a holding company, some of the
subsidiaries of which provide insurance and finance services. The only assets of
CTIHC are shares of Class A Common Stock and other capital stock of TeleCorp.
The address of the principal business and the principal executive office of each
of Conseco and CTIHC is 11825 N. Pennsylvania Street, Carmel, Indiana 46032. The
address of the principal business and the principal executive office of CIHC is
1201 Orange Street, Suite 789, Wilmington, DE 19801.
The name, business address, citizenship, present principal
occupation or employment (and name, principal business and address of any
corporation or organization at which such employment is conducted) of each
director and executive officer of each of the Reporting Persons are set forth on
Schedule B.
During the past five years, none of the Reporting Persons and,
to the knowledge of the Reporting Persons, none of their respective directors
and executive officers, has been (i) convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 5 of 22
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Item 4 of this Schedule 13D is
incorporated by reference herein.
Item 4. Purpose of Transaction
As reported in Item 4 of the Original Schedule 13D, TeleCorp
Wireless, Inc. (f/k/a TeleCorp PCS, Inc.) ("TeleCorp Wireless"), Tritel, Inc.
("Tritel") and AT&T Wireless Services, Inc. ("AT&T Wireless") entered into an
Agreement and Plan of Reorganization and Contribution (the "Reorganization
Agreement"), dated as of February 28, 2000. On November 13, 2000, the parties to
the Reorganization Agreement consummated the transactions contemplated thereby
and TeleCorp Wireless and Tritel combined through a merger of each of TeleCorp
Wireless and Tritel into a separate, wholly-owned subsidiary of TeleCorp and the
simultaneous exchange of capital stock by stockholders of each of TeleCorp
Wireless and Tritel for capital stock of TeleCorp (the "Original Merger"). The
acquisition by each of the persons who filed the Original Schedule 13D of Class
A Common Stock through the exchange was necessary to facilitate the merger of
TeleCorp Wireless and Tritel. In addition, AT&T Wireless PCS, LLC ("AT&T
Wireless PSC"), who may be deemed a member of the Group (as defined in Item 5),
in respect of the Reorganization Agreement, acquired 9,272,740 shares of Class A
Common Stock of TeleCorp in exchange for its contribution to TeleCorp of (i) the
right to purchase certain wireless rights and commitments in the Midwestern
United States, (ii) cash of approximately $20 million and (iii) a two-year
extension of the AT&T network membership license agreement, through July 2005,
which will include all of the people covered by the licenses owned by TeleCorp.
Amendment No. 1 to the Original Schedule 13D was filed on
November 14, 2001 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
and the Voting Agreements (as defined below). As reported in Item 4 of such
amendment, on October 7, 2001, AT&T Wireless, Merger Sub and TeleCorp entered
into the Merger Agreement pursuant to which Merger Sub would be merged into
TeleCorp (the "Merger"), with TeleCorp surviving and becoming a wholly owned
subsidiary of AT&T Wireless. If completed, all of the outstanding shares of
common stock of TeleCorp ("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 will be cancelled, will be converted into the right to receive shares of
AT&T Wireless common stock or AT&T Wireless preferred stock, respectively,
pursuant to the Merger Agreement. 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.
In addition, on October 7, 2001, in connection with the Merger
Agreement, TeleCorp and AT&T Wireless PCS entered into separate voting
agreements (the "Voting Agreements") with Thomas H. Sullivan, Gerald T. Vento,
J.P. Morgan Partners (23A SBIC), LLC (f/k/a CB Capital Investors, L.P.), HCP
Capital Fund, L.P. and Hoak Communications Partners, L.P. and CTIHC, Inc., each
a TeleCorp stockholder. Together, the foregoing stockholders own in the
Page 6 of 22
aggregate more than 50% of the outstanding voting power of the TeleCorp Capital
Stock. Pursuant to the Voting Agreements such stockholders have agreed (1) to
vote their shares of TeleCorp Capital Stock in favor of the Merger, the Merger
Agreement and related agreements (to the extent TeleCorp is a party thereto) and
against: (i) approval of any proposal made in opposition to or in competition
with the transactions contemplated by the Merger Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of TeleCorp or any of its subsidiaries, with
or involving any party other than as contemplated by the Merger Agreement, (iii)
any liquidation or winding up of TeleCorp, (iv) any extraordinary dividend by
TeleCorp, (v) any change in the capital structure of TeleCorp (other than
pursuant to the Merger Agreement) and (vi) any other action that may reasonably
be expected to impede, interfere with, delay, postpone or attempt to discourage
the consummation of the transactions contemplated by the Merger Agreement or
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of TeleCorp under the Merger Agreement which would
materially and adversely affect TeleCorp or AT&T Wireless or the respective
stockholders' ability to consummate the Merger and (2) except for permitted
transfers applicable to certain of the stockholders, not to transfer their
shares of TeleCorp Capital Stock prior to the consummation of the Merger.
Also on October 7, 2001, TeleCorp, AT&T Wireless PCS and
certain other stockholders of TeleCorp entered into Amendment No. 1 to the
Stockholders Agreement (the "Stockholders Agreement Amendment") pursuant to
which the Stockholders Agreement (as defined in Item 5) 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,
the Voting Agreements and the Stockholders Agreement Amendment, which are
attached as Exhibits 2 through 8 hereto.
The Merger Agreement and the transactions contemplated
thereby, including consummation of the Merger, could result in some or all of
the events referred to in items (a) through (j) of Item 4 of Schedule 13D.
On November 14, 2001, CTIHC entered into a variable prepaid
forward purchase transaction with First Union National Bank relating to the
disposition by CTIHC of shares of Class A Common Stock (the "Forward Purchase
Transaction"). Item 6 of this Schedule 13D contains a more detailed description
of the Forward Purchase Transaction, which is hereby incorporated by reference
herein.
Except as set forth above, the Reporting Persons do not have
any plans or proposals that relate to or would result in any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. However,
each of the Reporting Persons specifically reserves the right to adopt and
pursue one or more such plans, and to make such proposals, at any time and from
time to time in the future.
Page 7 of 22
Item 5. Interest in Securities of the Issuer
(a) - (b) The responses of each of the Reporting Persons to Rows (7) through
(13) of their respective cover pages to this Schedule 13D are incorporated by
reference herein.
CTIHC is the record and beneficial owner of 12,601,772 shares
of Class A Common Stock of TeleCorp. Each of CIHC and Conseco, by virtue of
their ownership and control of CTIHC (as described in Item 2 above), may be
deemed to beneficially own all shares of Class A Common Stock of TeleCorp
beneficially owned by CTIHC. The number of shares of Class A Common Stock of
TeleCorp beneficially owned by each of the Reporting Persons represents 7.0% of
the 179,842,907 shares of Class A Common Stock of TeleCorp reported by TeleCorp
to be outstanding as of November 5, 2001 in its Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2001 filed with the Securities and
Exchange Commission on November 14, 2001.
To the knowledge of the Reporting Persons, none of their
respective executive officers or directors beneficially owns any securities of
TeleCorp or presently has a right to acquire any securities of TeleCorp.
CTIHC is a party to a Stockholders' Agreement dated as of
November 13, 2000, as amended (the "Stockholders' Agreement"), pursuant to which
the parties thereto have agreed, among other things, to vote for certain
nominees to TeleCorp's Board of Directors, and as such they along with the
persons identified on Schedule A hereto 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 the Class A Common Stock of
TeleCorp. (a "Group"). To the knowledge of the Reporting Persons, information
with respect to the number of shares of Class A Common Stock beneficially owned
by each of the persons identified on Schedule A is as follows:
(i) With respect to each of the persons identified on Schedule
A, except Mr. Gerald T. Vento, Mr. Thomas H. Sullivan, AT&T Wireless PSC and
J.P. Morgan Partners (23A SBIC), LLC (formerly known as C.B. Capital Investors,
LLC), the information contained in the Original Schedule 13D with respect
thereto is incorporated by reference herein.
(ii) With respect to each of Messrs. Gerald T. Vento and
Thomas H. Sullivan, the information contained in the Amendment No. 2 to Schedule
13D filed by Messrs. Gerald T. Vento and Thomas H. Sullivan (File No.
005-60045), filed with the SEC on October 12, 2001, with respect thereto is
incorporated by reference herein.
(iii) With respect to AT&T Wireless PSC, the information
contained in the Amendment No. 5 to Schedule 13D filed by AT&T Wireless PSC
(File No. 005-560045), filed with the SEC on October 9, 2001, with respect
thereto is hereby incorporated by reference herein.
(iv) With respect to J.P. Morgan Partners (23A SBIC), LLC
(formerly known as C.B. Capital Investors, LLC), the information contained in
the Amendment No. 1 to Schedule 13G filed by J.P. Morgan Partners (23A SBIC),
LLC (formerly known as C.B. Capital Investors, LLC) (File No. 005-58579), filed
Page 8 of 22
with the SEC on February 14, 2001, with respect thereto is incorporated by
reference herein.
Each Reporting Person disclaims membership in any Group and
disclaims beneficial ownership of any shares of stock held by any of the other
parties to the Stockholders' Agreement or any member of a Group that might be
attributed to them by reason of the Stockholders' Agreement. The filing of this
Schedule 13D shall not be construed as an admission that the 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.
(c) On November 14, 2001, CTIHC sold in private transactions (i) 1,056,800
shares of Class A Common Stock to Allison Collateral Trust for a purchase price
of $13.1629 per share pursuant to a Purchase Agreement dated as of November 8,
2001, (ii) 2,491,700 shares of Class A Common Stock to Zenith Strategic Income
Trust for a purchase price of $13.1629 per share pursuant to a Purchase
Agreement dated as of November 8, 2001, and (iii) 1,031,800 shares of Class A
Common Stock to Loan Finance Investment Trust 98-1 for a purchase price of
$13.1629 per share pursuant to a Purchase Agreement dated as of November 8, 2001
and an amendment thereto dated as of November 14, 2001. The foregoing agreements
and the foregoing amendment are attached hereto as Exhibits 9 through 12. Except
for the foregoing or as disclosed in Item 4 or Item 5 of this Schedule 13D,
during the past 60 days there have not been any transactions in the Class A
Common Stock of TeleCorp effected by or for the account of any of the Reporting
Persons, or to the knowledge of the Reporting Persons (i) any of their
respective directors or executive officers, or (ii) any of the persons
identified on Schedule A.
(d) Pursuant to the Pledge Agreement (as that term is defined in Item 6 of this
Schedule 13D), First Union National Bank has (under certain specified
circumstances, including the default by CTIHC of its obligations thereunder) the
right to receive dividends from, and the proceeds from the sale of, certain
shares of TeleCorp Class A Common Stock pledged by CTIHC with First Union
National Bank.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Stockholders' Agreement
CTIHC is a party 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 hereto as Exhibit 1,
and an amendment to which is attached hereto as Exhibit 8) and the detailed
description of the Stockholders' Agreement contained in TeleCorp's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on June
20, 2000. Capitalized terms used in the following description of the
Stockholder's Agreement that are not otherwise defined in this Schedule 13D
shall have the meanings ascribed thereto in the Stockholders' Agreement.
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
Page 9 of 22
and Voting Preference Stock to cause the election of fourteen individuals (two
of whom have only one-half vote) to the TeleCorp's board, including:
(i) Mr. Gerald T. Vento and Mr. Thomas H. Sullivan, so long as each
remains an officer of TeleCorp and the Management Agreement between the
TeleCorp and TeleCorp Management Corp. remains in effect;
(ii) two individuals selected by holders of a majority in interest of
the Class A Common Stock beneficially owned by certain of TeleCorp
Wireless' initial investors other than AT&T Wireless PSC;
(iii) 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 Wireless PSC;
(iv) two individuals selected by AT&T Wireless PSC in its capacity as
the holder of TeleCorp's Series A Convertible Preferred Stock and
Series B Convertible Preferred Stock so long as AT&T Wireless PSC has
the right to designate each such director in accordance with TeleCorp's
amended and restated certificate of incorporation, as amended; and
(v) six individuals designated by the holders of Voting Preference
Common Stock, which include (1) one individual who must be reasonably
acceptable to AT&T Wireless PSC; (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 TeleCorp, 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 Wireless PSC, on the one hand, and the
initial investors of TeleCorp Wireless and Tritel, 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:
In the event that Mr. Martin ceases to be an officer or
employee of TeleCorp, Mr. Martin will resign or be removed from the board of
directors, and in the event that Mr. Mounger ceases to be an officer or employee
of TeleCorp and either the number of shares of common stock beneficially owned
by Mr. Mounger and Mr. Martin falls below seventy percent of the number of
shares of TeleCorp 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 resignation or removal of either Mr. Martin or Mr. Mounger,
the board of directors will be reduced by one, the remaining individual board of
Page 10 of 22
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 only require the approval of whoever remains as director. 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 common 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 Wireless PSC, on the one hand,
and initial TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC,
on the other hand, will be increased to four.
In the event that Mr. Vento or Mr. Sullivan shall cease to be
an officer of the TeleCorp, or the management agreement between TeleCorp 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 initial TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC,
in its sole discretion. In the event that AT&T Wireless PSC ceases to be
entitled to designate directors, the director or directors elected by AT&T
Wireless PSC 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 initial TeleCorp Wireless and
Tritel investors other than AT&T Wireless PSC will be permitted to designate
will be reduced when the number of shares of common stock beneficially owned by
the initial TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC
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 ;
(iv) 50% of the number of shares of common stock beneficially owned by
such investors as of the consummation of the Reorganization ;
such that the initial TeleCorp Wireless and Tritel investors other than AT&T
Wireless PSC in both TeleCorp Wireless and Tritel will be permitted to designate
three, two, one and zero directors, respectively; provided, however, that the
reductions in the board of directors may not take place or may be delayed if
certain initial TeleCorp Wireless and Tritel investors other than AT&T Wireless
PSC 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 initial
TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC are entitled
to designate is reduced, the director designated by the initial TeleCorp
Wireless and Tritel investors other than AT&T Wireless PSC beneficially owning
Page 11 of 22
the smallest percentage of shares of common stock then owned by any of the
initial TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC
whose designees then remain as directors designated 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
initial TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC are
entitled to designate falls below two or (ii) both of the initial TeleCorp
Wireless and Tritel investors other than AT&T Wireless PSC entitled to designate
the last two directors that initial TeleCorp Wireless and Tritel investors other
than AT&T Wireless PSC 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 initial TeleCorp Wireless and
Tritel investors other than AT&T Wireless PSC will no longer be entitled to
approve any designation of directors 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, the selling stockholder
must first give written notice to the TeleCorp and: (i) if the selling
stockholder is one of the initial TeleCorp Wireless and Tritel investors other
than AT&T Wireless PSC or any other stockholder who is a party to the
Stockholders' Agreement, to AT&T Wireless PSC and (ii) if the selling
stockholder is AT&T Wireless PSC, to every other initial TeleCorp Wireless and
Tritel investor that is a party to the Stockholders' Agreement.
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 TeleCorp'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 TeleCorp.
A stockholder subject to the Stockholders' Agreement may not
transfer 25% (on a fully diluted basis as calculated under the Stockholders'
Agreement) or more of any of the shares of stock, whether alone or with other
stockholders or whether in one transaction or a series of transactions, unless
the proposed transfer includes an offer to AT&T Wireless PSC, the initial
TeleCorp Wireless and Tritel investors other than AT&T Wireless PSC and Mr.
Vento and Mr. Sullivan to join 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 TeleCorp register some or
all of their securities with the Securities and Exchange Commission under the
Page 12 of 22
Securities Act of 1933. Also, if TeleCorp 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, the TeleCorp must
notify stockholders party to the Stockholders' Agreement of the TeleCorp'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 TeleCorp 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, TeleCorp 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 TeleCorp 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 TeleCorp as primary for offerings over and
above $300 million.
In addition to the approval of TeleCorp's senior lenders, the
terms of the Stockholders' Agreement may be amended only if agreed to in writing
by TeleCorp and the beneficial holders of a majority of the Class A Common Stock
party to the Stockholders' Agreement, including AT&T Wireless PSC, 66 2/3% of
the Class A Common Stock beneficially owned by the initial TeleCorp Wireless and
Tritel investors other than AT&T Wireless PSC, 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 receipt of 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.
Additional information about the Stockholders' Agreement
contained in Item 5 above is incorporated herein by reference.
The Stockholders' Agreement was amended on October 7, 2001 as
described in Item 4 above (which is hereby incorporated by reference).
Page 13 of 22
Voting Agreements
See Item 4 above with respect to the Voting Agreements, the
description of which is herein incorporated by reference.
Forward Purchase Transaction
On November 14, 2001, the Reporting Person entered into a
forward purchase agreement (the "Forward Purchase Agreement"), attached hereto
collectively as Exhibits 13 through 15, with an unaffiliated third party, First
Union National Bank (the "Purchaser"), relating to the disposition by the
Reporting Person of not more than 1,147,057 shares of Common Stock held by the
Reporting Person (the "Forward Purchase Shares"). Specifically, the Forward
Purchase Agreement obligates the Reporting Person to deliver to the Purchaser on
the third trading day (each such day a "Settlement Date") following each of the
ten trading days during the ten trading day period ending on and including
November 15, 2006 (subject to acceleration) (each such day a "Valuation Date"),
a number of shares of Common Stock equal to the "Number of Shares to be
Delivered", or at the Reporting Person's option in lieu of shares, to deliver,
on the third trading day after each Valuation Date, an amount of cash equal to
the product of the Final Price with respect to such Valuation Date and the
Number of Shares to be Delivered. The Number of Shares to be Delivered is equal
to: (i) if the then Relevant Price is less than $21.9174 per share (the "Cap
Price") but greater than $13.4876 per share (the "Floor Price"), the Applicable
Number of Shares multiplied by the Floor Price divided by the then Relevant
Price; (ii) if the then Relevant Price is equal to or greater than the Cap
Price, the Applicable Number of Shares multiplied by (x) the sum of (a) the
Floor Price and (b) the amount by which the Final Price exceeds the Cap Price,
divided by (y) the Relevant Price; and (iii) if the then Relevant Price is equal
to or less than the Floor Price, the Applicable Number of Shares, subject in
each case to certain antidilutive, distribution and extraordinary transaction
adjustments. The "Applicable Number of Shares" for any Valuation Date means
110,000 shares, except on the final Valuation Date, "Applicable Number of
Shares" means 157,057 shares. The Relevant Price is equal to the last traded
price per share on the relevant stock exchange determined by the Purchaser, as
calculation agent, on the applicable Valuation Date. The "Final Price" means,
with respect to each Valuation Date, the average execution price at which the
Purchaser executes the unwind of its hedge relating to the Applicable Number of
Shares. On November 29, 2001, pursuant to the Forward Purchase Agreement, the
Reporting Person received from the Purchaser $12,067,415.87, representing the
purchase price of the Forward Purchase Shares before expenses and fees.
On November 14, 2001, Reporting Person entered into a Pledge
Agreement relating to the Forward Purchase Agreement (the "Pledge Agreement")
with the Purchaser pursuant to which Reporting Person pledged 1,147,057 shares
of Common Stock ("Pledge Shares") to the Purchaser to secure the obligations of
Reporting Person under the Forward Purchase Agreement. A copy of the Pledge
Agreement is filed as Exhibit 16 hereto. Under the Pledge Agreement, the
Purchaser has the right to receive and retain as collateral for Reporting
Person's obligations thereunder (i) all proceeds (other than certain cash
dividends) of the Pledged Shares, and (ii) whilst the Reporting Person is in
default of its obligations under the Pledge Agreement, all proceeds of the
Pledge Shares, including all proceeds consisting of certain cash dividends or
interest, subject to the Purchaser's obligation to pay over to the Reporting
Person (once the Reporting Person's default has been cured) any such dividends
or interest retained as collateral. Unless the Reporting Person is in default of
its obligations under the Pledge Agreement, the Reporting Person has the right,
Page 14 of 22
from time to time, to vote the Pledge Shares. If the Reporting Person is in
default of its obligations under the Pledge Agreement, the Purchaser has the
right, to the extent permitted by law, to vote the Pledge Shares.
Item 7. Material to be Filed as Exhibits
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 TeleCorp's Form 8-K (File No. 333-36954),
filed with the SEC on November 13, 2000).
2. Agreement and Plan of Merger, dated as of October 7, 2001, among
TeleCorp PCS Inc., AT&T Wireless Services, Inc. and TL Acquisition Corp
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
3. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and Thomas H. Sullivan
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
4. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and Gerald T. Vento
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
5. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and CTIHC, Inc.
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
6. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and J.P. Morgan Partners
(23A SBIC), LLC (f/k/a CB Capital Investors, L.P.) (incorporated by
reference to TeleCorp PCS, Inc. Form 8-K (File No. 000-31941), filed
with the SEC on October 10, 2001).
7. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC, HCB Capital Fund, L.P. and
Hoak Communications Partners, L.P. (incorporated by reference to
TeleCorp PCS, Inc. Form 8-K (File No. 000-31941), filed with the SEC on
October 10, 2001).
8. Amendment No. 1 to the Stockholders' Agreement, dated as of October 7,
2001, among TeleCorp PCS, Inc., AT&T Wireless PCS, LLC, Thomas H.
Sullivan, Gerald T. Vento and each of the other stockholders party
thereto (incorporated by reference to TeleCorp PCS, Inc. Amendment No.
2 to Schedule 13D filed by Gerald T. Vento and Thomas H. Sullivan (File
No. 005-60045), filed with the SEC on October 12, 2001).
9. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc.
and Allison Collateral Trust.
Page 15 of 22
10. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc.
and Zenith Strategic Income Trust.
11. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc.
and Loan Finance Investment Trust 98-1.
12. Amendment to Purchase Agreement, dated as of November 14, 2001, between
CTIHC, Inc. and Loan Finance Investment Trust 98-1.
13. ISDA Master Agreement, dated as of November 14, 2001, between CTIHC,
Inc. and First Union National Bank.
14. Schedule to the ISDA Master Agreement, dated as of November 14, 2001,
between CTIHC, Inc. and First Union National Bank.
15. Variable Prepaid Forward Transaction Confirmation, dated as of November
16, 2001, between CTIHC, Inc. and First Union National Bank.
16. Pledge Agreement, dated as of November 14, 2001, between CTIHC, Inc.
and First Union National Bank
17. Joint Filing Agreement, dated as of November 29, 2001, among CTIHC,
Inc., CIHC, Incorporated and Conseco, Inc.
Page 16 of 22
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: November 29, 2001
CTIHC, INC.
By: /s/ William T. Devanney, Jr.
------------------------------------
Name: William T. Devanney, Jr.
Title: Senior Vice President,
Corporate Taxes
CIHC, INCORPORATED
By: /s/ William T. Devanney, Jr.
------------------------------------
Name: William T. Devanney, Jr.
Title: Senior Vice President,
Corporate Taxes
CONSECO, INC.
By: /s/ James S. Adams
------------------------------------
Name: James S. Adams
Title: Senior Vice President,
Chief Accounting Officer and
Treasurer
Page 17 of 22
SCHEDULE A
Parties to the Stockholders' Agreement
--------------------------------------
1. J.P. Morgan Partners (23A SBIC), LLC (formerly known as CB Capital
Investors, LLC)
2. Private Equity Investors III, L.P.
3. Equity-Linked Investors-II
4. Hoak Communications Partners, L.P.
5. HCP Capital Fund, L.P.
6. J. H. Whitney III, L.P.
7. Whitney Strategic Partners III, L.P.
8. Whitney Equity Partners, L.P.
9. Media/Communications Partners III Limited Partnership
10. Media/Communications Investors Limited Partnership
11. Northwood Capital Partners, LLC
12. Northwood Ventures, LLC
13. One Liberty Fund III, L.P.
14. One Liberty Fund IV, L.P.
15. One Liberty Advisors Fund IV, L.P.
16. Gilde Investment Fund, B.V.
17. TeleCorp Investment Corp., L.L.C.
18. TeleCorp Investment Corp. II, L.L.C.
19. Toronto Dominion Investments, Inc.
20. Wireless 2000 LLC
21. Gerald T. Vento
22. Thomas H. Sullivan
23. Trillium PCS, LLC
24. Dresdner, Kleinwort Benson Private Equity Partners, LP
25. Triune PCS, LLC
26. J.G. Funding, LLC
27. Saunders Capital Group, LLC
28. Mon-Cre Wireless, Inc.
29. Ragland Wireless, Inc.
30. Cablevision Services, Inc.
31. Hayneville Wireless, Inc.
32. Moundville Communications, Inc.
33. James E. Campbell
34. William Mounger, II
35. E.B. Martin, Jr.
36. AT&T Wireless PCS, LLC
37. TeleCorp PCS, Inc.
Page 18 of 22
SCHEDULE B
Directors And Executive Officers
--------------------------------
A. Conseco, Inc.
------------------------ ----------------- --------------------- ----------------------------- -------------------
RELATIONSHIP TO PRESENT PRINCIPAL
NAME CITIZENSHIP REPORTING PERSON ADDRESS OCCUPATION
------------------------ ----------------- --------------------- ----------------------------- -------------------
Gary C. Wendt United States Chairman and Chief c/o Conseco, Inc. Chairman and
Executive Officer 11825 N. Pennsylvania St. Chief Executive
Carmel, Indiana 46032 Officer
------------------------ ----------------- --------------------- ----------------------------- -------------------
Lawrence M. Coss United States Director c/o Conseco, Inc. Private Investor
11825 N. Pennsylvania St.
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Charles B. Chokel United States Director, Chief c/o Conseco, Inc. Director, Chief
Financial Office 11825 N. Pennsylvania St. Financial Office
and Executive Vice Carmel, Indiana 46032 and Executive
President Vice President
------------------------ ----------------- --------------------- ----------------------------- -------------------
David V. Harkins United States Director c/o Conseco, Inc. President of
11825 N. Pennsylvania St. Thomas H. Lee
Carmel, Indiana 46032 Partners &
Managing Director
of Thomas H. Lee
Co.
------------------------ ----------------- --------------------- ----------------------------- -------------------
M. Phil Hathaway United States Director c/o Conseco, Inc. Retired
11825 N. Pennsylvania St.
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
John M. Mutz United States Director c/o Conseco, Inc. Investor &
11825 N. Pennsylvania St. Consultant
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Robert S. Nickoloff United States Director c/o Conseco, Inc. Chairman of KMN,
11825 N. Pennsylvania St. Inc. and General
Carmel, Indiana 46032 Counsel of
Venturi Group, LLC
------------------------ ----------------- --------------------- ----------------------------- -------------------
William J. Shea United States President & Chief c/o Conseco, Inc. President & Chief
Operating Officer 11825 N. Pennsylvania St. Operating Officer
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
David K. Herzog United States Executive Vice c/o Conseco, Inc. Executive Vice
President, General 11825 N. Pennsylvania St. President,
Counsel and Carmel, Indiana 46032 General Counsel
Secretary and Secretary
------------------------ ----------------- --------------------- ----------------------------- -------------------
Page 19 of 22
------------------------ ----------------- --------------------- ----------------------------- -------------------
RELATIONSHIP TO PRESENT PRINCIPAL
NAME CITIZENSHIP REPORTING PERSON ADDRESS OCCUPATION
------------------------ ----------------- --------------------- ----------------------------- -------------------
Ruth A. Fattori United States Executive Vice c/o Conseco, Inc. Executive Vice
President, 11825 N. Pennsylvania St. President,
Productivity and Carmel, Indiana 46032 Productivity and
Process Process
------------------------ ----------------- --------------------- ----------------------------- -------------------
David Gubbay United States Executive Vice c/o Conseco, Inc. Executive Vice
President, 11825 N. Pennsylvania St. President,
Strategic Business Carmel, Indiana 46032 Strategic
Development Business
Development
------------------------ ----------------- --------------------- ----------------------------- -------------------
R. Mark Lubbers United States Executive Vice c/o Conseco, Inc. Executive Vice
President, External 11825 N. Pennsylvania St. President,
Relations Carmel, Indiana 46032 External
Relations
------------------------ ----------------- --------------------- ----------------------------- -------------------
James S. Adams United States Senior Vice c/o Conseco, Inc. Senior Vice
President, Chief 11825 N. Pennsylvania St. President, chief
Accounting Officer Carmel, Indiana 46032 Accounting
& Treasurer Officer &
Treasurer
------------------------ ----------------- --------------------- ----------------------------- -------------------
Edward M. Berube United States Senior Vice c/o Conseco, Inc. Senior Vice
President 11825 N. Pennsylvania St. President
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Maxwell E. Bublitz United States Senior Vice c/o Conseco, Inc. Senior Vice
President, 11825 N. Pennsylvania St. President,
Investments Carmel, Indiana 46032 Investments
------------------------ ----------------- --------------------- ----------------------------- -------------------
Bruce A. Crittenden United States Senior Vice c/o Conseco, Inc. Senior Vice
President - 11825 N. Pennsylvania St. President -
President of Carmel, Indiana 46032 President of
Finance Group Finance Group
------------------------ ----------------- --------------------- ----------------------------- -------------------
Thomas M. Hagerty United States Director c/o Conseco, Inc. Managing Director
11825 N. Pennsylvania St. of Thomas H. Lee
Carmel, Indiana 46032 Partners & Thomas
H. Lee Co.
------------------------ ----------------- --------------------- ----------------------------- -------------------
Tammy M. Hill United States Senior Vice c/o Conseco, Inc. Senior Vice
President, Investor 11825 N. Pennsylvania St. President,
Relations Carmel, Indiana 46032 Investor
Relations
------------------------ ----------------- --------------------- ----------------------------- -------------------
Page 20 of 22
------------------------ ----------------- --------------------- ----------------------------- -------------------
RELATIONSHIP TO PRESENT PRINCIPAL
NAME CITIZENSHIP REPORTING PERSON ADDRESS OCCUPATION
------------------------ ----------------- --------------------- ----------------------------- -------------------
Richard R. Dykhouse United States Assistant Secretary c/o Conseco, Inc. Assistant
11825 N. Pennsylvania St. Secretary
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Karl W. Kindig United States Assistant Secretary c/o Conseco, Inc. Assistant
11825 N. Pennsylvania St. Secretary
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
B. CIHC, Incorporated
------------------------ ----------------- --------------------- ----------------------------- -------------------
Relationship to Address PRESENT PRINCIPAL
NAME CITIZENSHIP Reporting Person OCCUPATION
------------------------ ----------------- --------------------- ----------------------------- -------------------
Mark A. Ferrucci United States Director & c/o CIHC, Incorporated Works @ CT
President 11825 N. Pennsylvania St. Corporation
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Thomas J. Kilian United States Director c/o CIHC, Incorporated President of
11825 N. Pennsylvania St. Insurance Company
Carmel, Indiana 46032 Subsidiaries of
Conseco, Inc.
------------------------ ----------------- --------------------- ----------------------------- -------------------
William T. Devanney, United States Senior Vice c/o CIHC, Incorporated Senior Vice
Jr. President, 11825 N. Pennsylvania St. President,
Corporate Taxes Carmel, Indiana 46032 Corporate Taxes
------------------------ ----------------- --------------------- ----------------------------- -------------------
David A. Hill United States Vice President and c/o CIHC, Incorporated Vice President
Assistant Secretary 11825 N. Pennsylvania St. and Assistant
Carmel, Indiana 46032 Secretary
------------------------ ----------------- --------------------- ----------------------------- -------------------
A. M. Horne United States Secretary c/o CIHC, Incorporated Works @ CT
11825 N. Pennsylvania St. Corporation
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Kim E. Lutthans United States Treasurer c/o CIHC, Incorporated Works @ CT
11825 N. Pennsylvania St. Corporation
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Page 21 of 22
C. CTIHC, Inc.
------------------------ ----------------- --------------------- ----------------------------- -------------------
Relationship to Address PRESENT PRINCIPAL
NAME CITIZENSHIP Reporting Person OCCUPATION
------------------------ ----------------- --------------------- ----------------------------- -------------------
David A. Hill United States Director, President c/o CTIHC, Inc. Director,
and Assistant 11825 N. Pennsylvania St. President and
Secretary Carmel, Indiana 46032 Assistant
Secretary
------------------------ ----------------- --------------------- ----------------------------- -------------------
Thomas J. Kilian United States Director c/o CTIHC, Inc. President of
11825 N. Pennsylvania St. Insurance Company
Carmel, Indiana 46032 Subsidiaries of
Conseco, Inc
------------------------ ----------------- --------------------- ----------------------------- -------------------
William T. Devanney, United States Senior Vice c/o CTIHC, Inc. Senior Vice
Jr. President, 11825 N. Pennsylvania St. President,
Corporate Taxes Carmel, Indiana 46032 Corporate Taxes
------------------------ ----------------- --------------------- ----------------------------- -------------------
Brian J. Corey United States Secretary c/o CTIHC, Inc. Secretary
11825 N. Pennsylvania St.
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
John M. Squarok United States Treasurer c/o CTIHC, Inc. Treasurer
11825 N. Pennsylvania St.
Carmel, Indiana 46032
------------------------ ----------------- --------------------- ----------------------------- -------------------
Page 22 of 22
EXHIBIT INDEX
Exhibit No.
-----------
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 TeleCorp's Form 8-K (File No. 333-36954), filed with the SEC
on November 13, 2000).
2. Agreement and Plan of Merger, dated as of October 7, 2001, among TeleCorp
PCS Inc., AT&T Wireless Services, Inc. and TL Acquisition Corp
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
3. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and Thomas H. Sullivan
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
4. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and Gerald T. Vento
(incorporated by reference to TeleCorp PCS, Inc. Form 8-K (File No.
000-31941), filed with the SEC on October 10, 2001).
5. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and CTIHC, Inc. (incorporated by
reference to TeleCorp PCS, Inc. Form 8-K (File No. 000-31941), filed with
the SEC on October 10, 2001).
6. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC and J.P. Morgan Partners (23A
SBIC), LLC (f/k/a CB Capital Investors, L.P.) (incorporated by reference to
TeleCorp PCS, Inc. Form 8-K (File No. 000-31941), filed with the SEC on
October 10, 2001).
7. TeleCorp PCS, Inc. Voting Agreement, dated as of October 7, 2001, among
TeleCorp PCS, Inc., AT&T Wireless PCS, LLC, HCB Capital Fund, L.P. and Hoak
Communications Partners, L.P. (incorporated by reference to TeleCorp PCS,
Inc. Form 8-K (File No. 000-31941), filed with the SEC on October 10,
2001).
8. Amendment No. 1 to the Stockholders' Agreement, dated as of October 7,
2001, among TeleCorp PCS, Inc., AT&T Wireless PCS, LLC, Thomas H. Sullivan,
Gerald T. Vento and each of the other stockholders party thereto
(incorporated by reference to TeleCorp PCS, Inc. Amendment No. 2 to
Schedule 13D filed by Gerald T. Vento and Thomas H. Sullivan (File No.
005-60045), filed with the SEC on October 12, 2001).
9. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc. and
Allison Collateral Trust.
10. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc. and
Zenith Strategic Income Trust.
11. Purchase Agreement, dated as of November 8, 2001, between CTIHC, Inc. and
Loan Finance Investment Trust 98-1.
12. Amendment to Purchase Agreement, dated as of November 14, 2001, between
CTIHC, Inc. and Loan Finance Investment Trust 98-1.
13. ISDA Master Agreement, dated as of November 14, 2001, between CTIHC, Inc.
and First Union National Bank.
14. Schedule to the ISDA Master Agreement, dated as of November 14, 2001,
between CTIHC, Inc. and First Union National Bank.
15. Variable Prepaid Forward Transaction Confirmation, dated as of November 16,
2001, between CTIHC, Inc. and First Union National Bank.
16. Pledge Agreement, dated as of November 14, 2001, between CTIHC, Inc. and
First Union National Bank
17. Joint Filing Agreement, dated as of November 29, 2001, among CTIHC, Inc.,
CIHC, Incorporated and Conseco, Inc.
2