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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[X] Form 10-Q [ ] Form N-SAR | response..2.50 |
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March 31, 2000
For Period Ended: ________________________ +------------------+
| SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 000-27901 |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| 879299-10-5 |
For the Transition Period Ended: ________________________ +------------------+
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
TeleCorp PCS, Inc.
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
1010 N. Glebe Road, Suite 800, Arlington, VA 22201
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
The Form 10-Q related to TeleCorp Communications Inc. and TeleCorp PCS, Inc.
was to be filed on behalf of both noted companies. The Form 10-Q was mistakenly
filed only on behalf of TeleCorp Communications Inc. on May 15, 2000. TeleCorp
PCS, Inc. only became aware of these circumstances on May 16, 2000. Accordingly,
the Form 10-Q can not be timely filed on behalf of TeleCorp PCS, Inc. without
unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Brian Hoffmann 212 504-6383
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
For periods prior to 1999 we were a development stage company. In the first
quarter of 1999, we exited the development stage and commenced commercial
operations in each of our major mainland U.S. markets, after having
launched our New Orleans market for roaming services in late December 1998.
We launched service in our Puerto Rico markets on June 30, 1999. At March
31, 2000 we had launched our service in 28 markets covering approximately
74% of the population of our licensed area.
The following sets forth the statement of operations for TeleCorp PCS, Inc.
and its subsidiaries for each of the three months ended March 31, 1999 and
March 31, 2000.
TELECORP PCS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31,
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1999 2000
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(unaudited)
Revenue:
<S> <C> <C>
Service ..................................................... $ 504 $ 36,937
Roaming ....................................................... 1,878 11,452
Equipment ................................................... 1,858 7,057
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Total revenue ............................................ 4,240 55,446
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Operating expenses:
Cost of revenue................................................ 2,684 19,026
Operations and development (including noncash stock
compensation of $0 and $207)................................ 7,702 10,966
Selling and marketing (including noncash stock.................
compensation of $0 and $132)................................ 7,855 34,625
General and administrative (including noncash stock
compensation of $0 and $4,738).............................. 10,179 27,276
Depreciation and amortization.................................. 2,764 23,468
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Total operating expenses................................... 31,184 115,361
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Operating loss ........................................... (26,944) (59,915)
Other expense (income):
Interest expense ............................................. 6,320 16,990
Interest income .............................................. (1,041) (2,384)
Other expense (income) ....................................... 70 (22)
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Net loss ............................................... (32,293) (74,499)
Accretion of mandatorily redeemable preferred stock ........... (4,267) (7,733)
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Net loss attributable to common equity................... $ (36,560) $ (82,232)
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Net loss attributable to common equity per share--
basic and diluted.............................................. $ (0.62) $ (0.83)
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Weighted average common equity shares outstanding--
basic and diluted.............................................. 59,037,842 99,556,975
======================= =========================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
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TeleCorp PCS, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 5/16/00 By /s/ Thomas H. Sullivan
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
SEC 1344 (2-99)
