SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported): April 3, 2001
TeleCorp PCS, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-36954 54-1988007
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
1010 N. Glebe Road, Suite 800
Arlington, VA 22201
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (703) 236-1100
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 9. Regulation FD Disclosure
On April 3, 2001, TeleCorp PCS, Inc. (the "Company") entered into a revised
commitment with Lucent Technologies Inc. ("Lucent") relating to the $425.0
million gross proceeds of notes as described in a press release filed by the
Company as an exhibit to the Company's Form 8-K dated March 15, 2001. Subject to
the terms and conditions of the revised commitment, Lucent has agreed to
purchase $171.3 million principal amount at maturity of notes for $100.0 million
on or about April 6, 2001. These notes will accrete in value until April 15,
2006 and at that time, cash interest will begin to accrue on the notes at a rate
of 11% per annum, compounded semi-annually. Lucent has also agreed to purchase
additional 11% senior subordinated discount notes due 2011 (the "October Notes")
on or about October 1, 2001 for $100.0 million at a yield to maturity of 11%.
The issuance of the October Notes will be conditioned on, among other things,
that there be no event of default in existence relating to the Company's or its
subsidiaries' debt that amounts to more than $100.0 million, that the Company
not be in default under a certain equipment procurement contract between
TeleCorp Wireless, Inc. ("TeleCorp Wireless") and Lucent and that the Company
execute an exchange and registration rights agreement substantially in the form
as that agreed upon by the parties. Finally, as part of this revised commitment,
subject to the same conditions as the issuance of the October Notes, Lucent has
agreed, at any time after October 1, 2001 and from time to time thereafter
through May 13, 2002, to purchase senior subordinated discount notes due 2011
that would yield aggregate gross proceeds to the Company of up to $225.0 million
(less amounts issued by TeleCorp Wireless pursuant to the commitment described
below). The yields at which these notes would be issued to Lucent would be the
lesser of 12% and 25 basis points below the average of the last sale yield of
the TeleCorp Wireless 11 5/8% senior subordinated discount notes due 2009 over
the five trading days prior to the date on which the Company gives notice to
Lucent of the issuance of these notes.
Additionally, in connection with the revised commitment, Lucent has agreed
to extend their commitment to purchase up to $75.0 million principal amount of
series A increasing rate notes and series B increasing rate notes from TeleCorp
Wireless at a price equal to the principal amount of these notes. Lucent's
obligation to purchase these series A increasing rate notes and series B
increasing rate notes will expire on October 31, 2001 and October 31, 2002,
respectively, and will be reduced dollar-for-dollar for every dollar of gross
proceeds in excess of $350.0 million received by the Company from the sale of
its senior subordinated discount notes due 2011 described above. If TeleCorp
Wireless issues these notes prior to October 31, 2001, one-half of these notes
would be series A increasing rate notes and one-half would be series B
increasing rate notes. If the Company issues these notes on or after October 31,
2001, all of the notes will be series B increasing rate notes. For a description
of the series A increasing rate notes see the TeleCorp Wireless registration
statement on Form S-4 (File no. 333-43596). However, in connection with this
extension Lucent agreed to amend the mandatory prepayment threshold as a result
of certain equity offerings from $198.0 million to $368.1 million. The terms of
the series B increasing rate notes are the same as the series A increasing rate
notes except:
1) the interest rate is 12 1/8;
2) on or prior to May 11, 2004 interest will be payable in additional
series B increasing rate notes; and
3) the series B increasing rate notes would be mandatorily prepayable from
the net cash proceeds of the issuance by TeleCorp Wireless, in a public
offering or private placement, of debt securities that are senior to the
series A increasing rate notes and the series B increasing rate notes;
such prepayment would not be required, however, in the case of a private
placement (other than a Rule 144A offering) in connection with the
financing of certain additional BTAs or MTAs or in the case of any funding
under TeleCorp Wireless's bank credit agreement or any replacement credit
facility.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TeleCorp PCS, Inc.
Date: April 3, 2001
By: /s/ Thomas H. Sullivan
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Thomas H. Sullivan
Executive Vice
President-Chief
Financial Officer