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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Hannon Michael R.
(Last) (First) (Middle)
c/o Chase Capital Partners
380 Madison Avenue - 12th Floor
(Street)
New York New York 10017
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/23/99
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Issuer Name and Ticker or Trading Symbol
TeleCorp PCS, Inc. ("TLCP")
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/X/ Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
2. Amount 3. Ownership
of Secu- Form:
rities Direct 4. Nature of
Bene- (D) or Indirect
ficially Indirect Beneficial
1. Title of Security Owned (I) Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Class A Common Stock 14,785,692 I (FN 1)
Class A Common Stock 352,956 I By TeleCorp
Investment
Corp., LLC
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
(Over)
Page 1 of 2
SEC 1472 (3-99)
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Table II--Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
2. Date Exercisable
and Expiration Date 3. Title and Amount of Securities Underlying Derivative
(Month/Day/Year) Security (Instr. 4)
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Date Amount or
1. Title of Derivative Exercis- Expiration Title Number of
Security (Instr. 4) able Date Shares
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<S> <C> <C> <C> <C>
Class C Common Stock (FN 2) N/A Class A Common Stock 27,489
Class C Common Stock (FN 2) N/A Class A Common Stock 575
Class D Common Stock (FN 2) N/A Class A Common Stock 199,522
Class D Common Stock (FN 2) N/A Class A Common Stock 3,780
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5. Ownership
Form of
Derivative
4. Conver- Security:
sion or Direct 6. Nature of
Exercise (D) or Indirect
Price of Indirect Beneficial
1. Title of Derivative Derivative (I) Ownership
Security (Instr. 4) Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
Class C Common Stock 1 for 1 I (FN 1)
Class C Common Stock 1 for 1 I By TeleCorp Investment Corp.,
Class D Common Stock 1 for 1 I (FN 1)
Class D Common Stock 1 for 1 I By TeleCorp Investment Corp.,
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Explanation of Response:
(1) The amounts shown represent the beneficial ownership of the Issuer's
securities by CB Capital Investors, L.P. ("CBCI, L.P."), a portion of which may
be deemed attributable to the reporting person because the reporting person is a
general partner of Chase Capital Partners ("CCP"), which is the sole limited
partner of CBCI, L.P. and the investment manager of CB Capital Investors, Inc.,
which is the general partner of CBCI, L.P. The actual pro rata portion of such
beneficial ownership that may be deemed attributable to the reporting person is
not readily determinable because it is subject to several variables, including
CCP's and CBCI's internal rate of return and vesting.
(2) These shares are convertible at the option of the holder after receipt by
the issuer of an opinion of regulatory counsel that Class A Common Stock and
Voting Preference Stock can vote and be treated as a single class of stock with
one vote per share and the affirmative vote of the holders of 66 2/3% or more of
the Class A Common Stock.
/s/ Michael R. Hannon 11/22/99
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Michael R. Hannon Date
