SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TELECORP PCS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 54-1988007
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(State of Incorporation or (I.R.S. Employer Identification No.)
Organization)
1010 N. GLEBE ROAD, SUITE 800
ARLINGTON, VA 22201
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(Address of Principal Executive (Zip Code)
Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchange Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction effective pursuant to General
A.(c), please check the following Instruction A.(d), please check the
box. [ ] following box. [X]
Securities Act registration statement file number to which this form
relates: 333-36954
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A VOTING COMMON STOCK, $.01 PAR VALUE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Class A Voting Common Stock of the Registrant is set
forth under the caption "Description of Holding Company Capital Stock" in the
Registrant's Registration Statement on Form S-4 filed under the Securities Act
of 1933 (File No. 333-36954) and such information is incorporated herein by
reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
1. Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to the TeleCorp PCS, Inc.
(f/k/a TeleCorp-Tritel Holding Company) registration statement on
Form S-8 filed on November 13, 2000).
2. Certificate of Amendment of Certificate of Incorporation of
TeleCorp-Tritel Holding Company changing the name of the company to
TeleCorp PCS, Inc. (incorporated by reference to the Registrant's
Current Report on Form 8-K filed November 13, 2000).
3. Stockholders' Agreement, dated as of November 13, 2000, among
AT&T Wireless PCS, LLC, Cash Equity Investors, Management
Stockholders and Other Stockholders (incorporated by reference to
the Registrant's Current Report on Form 8-K filed November 13,
2000).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
TELECORP PCS, INC.
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(Registrant)
Date: November 13, 2000 By: /s/ Thomas H. Sullivan
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(Signature)
Thomas H. Sullivan
Executive Vice President-
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1. Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to the TeleCorp PCS,
Inc. (f/k/a TeleCorp-Tritel Holding Company) registration
statement on Form S-8 filed on November 13, 2000).
2. Certificate of Amendment of Certificate of Incorporation of
TeleCorp-Tritel Holding Company changing the name of the
company to TeleCorp PCS, Inc. (incorporated by reference to
the Registrant's Current Report on Form 8-K filed
November 13, 2000).
3. Stockholders' Agreement, dated as of November 13, 2000, among
AT&T Wireless PCS, LLC, Cash Equity Investors, Management
Stockholders and Other Stockholders (incorporated by reference
to the Registrant's Current Report on Form 8-K filed
November 13, 2000).
