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 (Date of earliest event reported): November 5, 2001 Triton PCS Holdings, Inc. ------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware -------------------- (State or other jurisdiction of incorporation or organization) 1-15325 23-2974475 -------- ---------- (Commission File Number) (I.R.S. Employer Identification Number) 1100 Cassatt Road Berwyn, Pennsylvania 19312 -------------------- ----- (Address of principal executive offices) (Zip Code) (610) 651-5900 ----------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On November 5, 2001, Triton PCS, Inc. announced its intention to pursue a $300 million private placement of senior subordinated notes pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended. A press release announcing the proposed offering is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated November 5, 2001. 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. TRITON PCS HOLDINGS, INC. Dated: November 5, 2001 By: /s/ David D. Clark ---------------------- David D. Clark Executive Vice President and Chief Financial Officer