SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 26, 2001 Date of earliest event reported: October 16, 2001 TeleCorp PCS, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-31941 54-1872248 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 1010 N. Glebe Road, Suite 800, Arlington, VA 22201 -------------------------------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code: (703) 236-1100 -------------- N/A -------------------------------------------------------------------------------- (Former Name or Former Address if Changed Since Last Report) Item 5. Other Events. On October 7, 2001, TeleCorp PCS, Inc., a Delaware corporation ("TeleCorp") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with AT&T Wireless Services, Inc., a Delaware corporation ("AWS") and TL Acquisition Corp., a direct wholly-owned subsidiary of AWS ("Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub shall be merged with and into TeleCorp with TeleCorp continuing as the surviving corporation and becoming a wholly-owned subsidiary of AWS (the "Merger"). The Merger is subject to, among other things, regulatory approval and approval by TeleCorp's stockholders. In connection with the Merger Agreement, holders representing in excess of 50% of the voting power of TeleCorp have entered into voting agreements which provide for, among other matters, voting their shares in favor of the transactions contemplated by the Merger Agreement. On October 16, 2001 and October 19, 2001, separate purported class action lawsuits were filed against TeleCorp, certain of its directors and AWS in connection with the proposed merger (the "New Stockholder Claims"). Additionally, on October 18, 2001, an amended complaint for a purported class action lawsuit was filed against TeleCorp, certain of its directors and AWS in connection with the proposed merger (together with the New Stockholder Claims, the "Stockholder Claims"). The Stockholder Claims allege, among other things, that the directors of TeleCorp breached their fiduciary duties, and certain other duties, to TeleCorp stockholders by entering into the Merger Agreement and seek various forms of relief, including an injunction against consummation of the Merger, rescinding the Merger if the same is consummated prior to a final judgment on the Stockholder Claims and compensatory damages and costs. TeleCorp does not believe that the Stockholder Claims have merit. The following two complaints were each filed in the Court of Chancery in the State of Delaware in and for New Castle County: 1. Larry Simons, et al. v. Gerald T. Vento, Thomas H. Sullivan, William H. Mounger, Scott I. Anderson, Michael Benson, Alexander P. Coleman, William H. Hague, Michael R. Hannon, Rohit M. Desai, Ann K. Hall, James M. Hoak, Jr., David A. Jones, Jr., Kevin J. Shepherd and TeleCorp PCS, Inc. (filed on October 16, 2001). 2. Roger Sprigle, et al. v. Gary C. Wendt, William M. Mounger, II, Mary Hawkins-Key, Michael Schwartz, James M. Hoak, Jr., Michael R. Hannon, Scott I. Anderson, William A. Kussell, Rohit M. Desai, Thomas H. Sullivan, Gerald T. Vento, AT&T Wireless Services Inc. and TeleCorp PCS, Inc. (filed on October 19, 2001). The following amended complaint was filed in the Court of Chancery in the State of Delaware in and for New Castle County: 1. Matilda Schulman, et al. v. Gerald T. Vento, Thomas H. Sullivan, William T. Mounger, II, Scott I. Anderson, Michael Benson, William W. Hague, Michael R. Hannon, Rohit M. Desai, Ann K. Hall, James M. Hoak, Jr., David A. Jones, Jr., Kevin J. Shepherd, Gary C. Wendt, TeleCorp PCS, Inc. and AT&T Wireless Services, Inc. (filed on October 18, 2001). The foregoing descriptions of the complaints for the Stockholder Claims are qualified in their entirety by reference to the complaints, copies of which are filed as Exhibits 99.1 through 99.3 hereto and such Exhibits are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) The following exhibits are filed with this report: Exhibit Number Description 99.1 Simons Complaint, dated October 16, 2001 99.2 Sprigle Complaint, dated October 19, 2001 99.3 Schulman Amended Complaint, dated October 18, 2001 SIGNATURES Pursuant to the requirements of the Securities and 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. /s/ Thomas H. Sullivan -------------------------- Thomas H. Sullivan Executive Vice President and Chief Financial Officer Date: October 26, 2001 EXHIBIT INDEX Exhibit No. EXHIBIT ----------- ------- 99.1 Simons Complaint, dated October 16, 2001 99.2 Sprigle Complaint, dated October 19, 2001 99.3 Schulman Amended Complaint, dated October 18, 2001