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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to
Rule 13d-1(a) and Amendments thereto Filed Pursuant to Rule 13d-2(a)
--------------------------------------------------------------------
(Amendment No. 2)*
TRITON PCS HOLDINGS, INC.
--------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------------------
(Title of Class of Securities)
896775103
--------------------------------------------------------------------
(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan LLP
30 Rockefeller Plaza, 41st Floor
New York, New York 10112
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 1, 2002
--------------------------------------------------------------------
(Date of Event Which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject to this Schedule 13D, and is filing this
schedule because ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13-d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("ACT") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
----------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
Page 1 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
J.P. Morgan Partners (23A SBIC), LLC (f/k/a CB Capital Investors, L.P.)
13-337-6808
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (see Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 9,014,157 Class A Common Stock
----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY Not applicable.
----------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 9,014,157 Class A Common Stock
----------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH Not applicable.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,014,157 Class A Common Stock
--------------------------------------------------------------------------------
12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see Instructions)
CO
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Page 2 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
--------------------------------------------------------------------------------
15 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
J.P. Morgan (SBIC) LLC (the successor to J.P. Morgan Investment Corporation)
13-3610568
--------------------------------------------------------------------------------
16 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
17 SEC USE ONLY
--------------------------------------------------------------------------------
18 SOURCE OF FUNDS (see Instructions)
WC
--------------------------------------------------------------------------------
19 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
20 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
21 SOLE VOTING POWER
NUMBER OF 7,549,104 Class B Common Stock
----------------------------------------------------
SHARES 22 SHARED VOTING POWER
BENEFICIALLY Not applicable.
----------------------------------------------------
OWNED BY 23 SOLE DISPOSITIVE POWER
EACH 7,549,104 Class B Common Stock
----------------------------------------------------
REPORTING 24 SHARED DISPOSITIVE POWER
PERSON WITH Not applicable.
--------------------------------------------------------------------------------
25 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,549,104 Class B Common Stock
--------------------------------------------------------------------------------
26 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
--------------------------------------------------------------------------------
27 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
--------------------------------------------------------------------------------
28 TYPE OF REPORTING PERSON (see Instructions)
CO
--------------------------------------------------------------------------------
Page 3 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
--------------------------------------------------------------------------------
29 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
60 Wall Street SBIC Fund, L.P.
13-3926426
--------------------------------------------------------------------------------
30 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions) (a) [_]
(b) [X]
--------------------------------------------------------------------------------
31 SEC USE ONLY
--------------------------------------------------------------------------------
32 SOURCE OF FUNDS (see Instructions)
WC
--------------------------------------------------------------------------------
33 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
34 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
35 SOLE VOTING POWER
NUMBER OF 376,995 Class B Common Stock
----------------------------------------------------
SHARES 36 SHARED VOTING POWER
BENEFICIALLY Not applicable.
----------------------------------------------------
OWNED BY 37 SOLE DISPOSITIVE POWER
EACH 376,995 Class B Common Stock
----------------------------------------------------
REPORTING 38 SHARED DISPOSITIVE POWER
PERSON WITH Not applicable.
--------------------------------------------------------------------------------
39 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,995 Class B Common Stock
--------------------------------------------------------------------------------
40 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
--------------------------------------------------------------------------------
41 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
--------------------------------------------------------------------------------
42 TYPE OF REPORTING PERSON (see Instructions)
PN
--------------------------------------------------------------------------------
Page 4 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
PRELIMINARY NOTE: This Schedule 13D/A amends and restates in its entirety the
original Schedule 13D filed with the Securities and Exchange Commission on
January 10, 2001 and is being amended to reflect a change in the name and
controlling persons of the Reporting Person, a sale by the Reporting Persons of
the Issuer's voting securities, an error in the amount of the Issuer's
securities reported as being amended by JPM SBIC and Sixty Wall.
ITEM 1. SECURITY AND ISSUER.
This statement (the "Statement") relates to the Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock") and Class B Common
Stock, par value $0.01 per share (the "Class B Common Stock" and together with
the Class A Common Stock, sometimes referred to herein as the "Common Stock"),
of Triton PCS Holdings, Inc. (the "Issuer"). The Class B Common Stock may be
converted at any time at the option of the holder thereof into an equivalent
number of shares of Class A Common Stock. The Issuer's principal executive
offices are located at 375 Technology Drive, Malver, PA 19355.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by each of the following Reporting
Persons: (i) J.P. Morgan Partners (23A SBIC), LLC (formerly known as CB Capital
Investors, L.P.), a Delaware limited liability company (hereinafter referred to
as "JPMP (SBIC)") whose principal office is located at c/o J.P. Morgan Partners,
LLC 1221 Avenue of the Americas, New York, New York 10020, (ii) J.P. Morgan SBIC
LLC, a Delaware limited liability company (hereinafter referred to as "JPM
SBIC"), whose principal office is located at 60 Wall Street, New York, New York
10260, and (iii) Sixty Wall Street SBIC Fund, L.P., a Delaware limited
partnership (hereinafter referred to as "Sixty Wall"), whose principal office is
located at 60 Wall Street, New York, New York 10260.
JPMP (SBIC) is engaged in the venture capital and leveraged buyout
business. The Managing Member of JPMP (SBIC) is J.P. Morgan Partners (23A SBIC
Manager), Inc. (formerly known as CB Capital Investors, Inc.), a Delaware
corporation (hereinafter referred to as "JPMP (SBIC Manager)", whose principal
business office is located at the same address as JPMP (SBIC). JPMP (SBIC
Manager) is also engaged in the venture capital and leveraged buyout business.
Set forth in Schedule A hereto and incorporated herein by reference are the
names, business addresses, principal occupations and employments of each
executive officer and director of JPMP (SBIC) Manager (the "JPMP (SBIC) Manager
Disclosed Parties").
JPMP (SBIC) Manager is a wholly-owned subsidiary of The Chase
Manhattan Bank, a New York corporation (hereinafter referred to as "Chase Bank")
which is engaged in the commercial banking business with its principal office
located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B
hereto and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer and director of
Chase Bank (the "Chase Bank Disclosed Parties").
JPM SBIC is also engaged in the venture capital and leveraged
buyout business. Set forth in Schedule C hereto and incorporated herein by
reference are the names, business address and employments of each executive
officer and director of JPM SBIC (the "JPM SBIC Disclosed Parties").
JPM SBIC is a wholly-owned subsidiary of J.P. Morgan Capital
Corporation, a Delaware corporation (hereinafter referred to as "JPMPCC"), whose
principal business office is located at the same address as JPM SBIC. JPMCC is
also engaged in the venture capital and leveraged buyout business. Set forth in
Schedule D hereto and incorporated herein by reference are the names, business
addresses and employments of each executive officer and director of JPMCC (the
"JPMCC Disclosed Parties").
Sixty Wall is also engaged in the venture capital and leveraged
buyout business and is owned principally by employees of J.P. Morgan Chase & Co.
Incorporated (formerly known as The Chase Manhattan Corporation), a Delaware
corporation and its direct and indirect subsidiaries. Sixty Wall co-invests with
JPMCC and its subsidiaries.
The general partner of Sixty Wall is Sixty Wall Street SBIC
Corporation, a Delaware corporation, whose principal business address is located
at the same address as Sixty Wall, JPM SBIC and JPMCC (hereinafter referred to
as "Sixty Wall Corp."). Sixty Wall Corp. is also engaged in the venture capital
and leveraged buyout
Page 5 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
business. Set forth in Schedule E hereto and incorporated herein by references
are the names, business addresses, principal occupations and employments of each
executive officer and director of Sixty Wall Corp. (the "Sixty Wall Corp.
Disclosed Parties").
Each of Chase Bank, JPMCC and Sixty Wall Corp. is a wholly-owned
subsidiary of JP Morgan Chase & Co. (formerly known as The Chase Manhattan
Corporation), a Delaware corporation (hereinafter referred to as "JP Morgan
Chase") which is engaged (primarily through subsidiaries) in the commercial
banking business with its principal office located at 270 Park Avenue, New York,
New York 10017. Set forth in Schedule F hereto and incorporated herein by
reference are the names, business addresses, principal occupations and
employments of each executive officer and director of JP Morgan Chase (the "JP
Morgan Chase Disclosed Parties"), and together with the JPMP (SBIC) Manager
Disclosed Parties, the Chase Bank Disclosed Parties, the JPM SBIC Disclosed
Parties, the JPMCC Disclosed Parties, and the Sixty Wall Corp. Disclosed
Parties, the "Disclosed Parties").
During the last five years, no Reporting Person or, to the
knowledge of such Reporting Person, no Disclosed Party related to such Reporting
Person, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds provided by JPMP (SBIC) for the purchase of the Issuer's
Common Stock were obtained from JPMP (SBIC) contributed capital, which includes
funds that are held available for such purpose. The funds provided by JPM SBIC
for the purchase of the Issuer's Common Stock were obtained from JPM SBIC
contributed capital, which includes funds that are held available for such
purpose. All of the funds for Sixty Wall's purchase of the Issuer's Common Stock
were obtained from Sixty Wall contributed capital, which includes funds that are
held available for such purpose.
ITEM 4. PURPOSE OF TRANSACTIONS.
On December 31, 2000, J.P. Morgan & Co. Incorporated merged with
and into The Chase Manhattan Corporation (the "Merger"), with the surviving
corporation being J.P. Morgan Chase. As a result of the Merger, J.P. Morgan
Chase indirectly acquired the Issuer's Common Stock held by JPM SBIC and Sixty
Wall and as a result thereof, J.P. Morgan Chase may be deemed the indirect
Beneficial Owner through the Reporting Persons of 21,442,026 shares of the
Issuer's Common Stock which represented 37.13% of the Issuer's outstanding
Common Stock as of March 26, 2001.
JPMP (SBIC), JPM SBIC, Sixty Wall, Private Equity Investors III,
L.P. and Equity-Linked Investors-II, which collectively own an aggregate of
56.3% of the outstanding Class A common stock of the Issuer as of March 26,
2001, have verbally agreed that they will not be selling any additional
securities of the Issuer at this time. They have also verbally agreed to act
together, in cooperation with the Issuer and the Issuer's management, in
determining the timing and extent of future sales of securities of the Issuer.
The foregoing entities should be deemed to be acting together for such purposes
until further notice.
The acquisition of the Issuer's equity securities has been made by
JPMP (SBIC), JPM SBIC and Sixty Wall for investment purposes. Although none of
JPMP (SBIC), JPM SBIC and Sixty Wall has a present intention to do so, each of
JPMP (SBIC), JPM SBIC and Sixty Wall may make additional purchases of the
Issuer's Common Stock either in the open market or in privately negotiated
transaction, including transactions with the Issuer, depending on an evaluation
of the Issuer's business prospects and financial condition, the market for the
Common Stock, other available investment opportunities, money and stock market
conditions and other future developments. Depending on these factors, each of
JPMP (SBIC), JPM SBIC and Sixty Wall may decide to sell al or part of its
holdings of the Issuer's Common Stock in one or more public or private
transactions.
Except as set forth in this Item 4, none of JPMP (SBIC), JPM SBIC
and Sixty Wall has a present
Page 6 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
plan or proposal that relate to or would result in any of the actions specified
in clauses (a) through (j) of Item 4 of Schedule 13D. However, JPMP (SBIC), JPM
SBIC and Sixty Wall each reserve the right to propose or participate in future
transactions which may result in one or more of such actions, including but not
limited to, an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, sale of a material amount of assets of the Issuer
or its subsidiaries, or other transactions which might have the effect of
causing the Issuer's Common Stock to cease to be listed on the NASDAQ National
Market System or causing the Common Stock to become eligible for termination of
registration, under section 12 (g) of the Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
JPMP (SBIC) may be deemed the beneficial owner of 9,014,157 shares
of Common Stock, which represents 15.3% of the Common Stock as of December 31,
2001. JPMP (SBIC) has the sole voting power and dispositive power with respect
to its shares of the Issuer's Common Stock. JPM SBIC may be deemed beneficial
owner of 7,549,104 shares of Common Stock, which represents 11.3% of the
outstanding shares of Common Stock as of December 31, 2001. JPM SBIC has the
sole voting power and dispositive power with respect to its shares of Common
Stock. Sixty Wall may be deemed the beneficial owner of 376,995 shares of Common
Stock, which represents 0.6% of the Common Stock as of December 31, 2001. Sixty
Wall has the sole voting power and dispositive power with respect to its shares
of Common Stock. Each of JPMP (SBIC), JPM and Sixty Wall disclaims that it is a
member of a group with any other persons either for purposes of this Statement
or for any other purpose related to its beneficial ownership of the Issuer's
securities.
Each of the Reporting Persons is a party to the agreement
described in the second paragraph of Item 4 (the "Agreement"), and as such, they
may be deemed to be part of a "group" for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended, whose members collectively hold
more than 5% of the Issuer's Common Stock (a "Group"). Each Reporting Person
disclaims membership in any Group and disclaims beneficial ownership of any
shares of Common Stock held by any of the other parties to the Agreement or any
member of a Group that might be attributed to them by reason of the Agreement.
The filing of this Statement shall not be construed as an admission that the
Reporting Person is the beneficial owner of such shares or that the Reporting
Person and any of such other stockholders' constitute such a person or group.
Each Reporting Person is not responsible for the accuracy of any information
filed in this Statement relating to any Reporting Person other than itself and
its related persons or entities.
On December 7, 2001, JPMP (SBIC) sold 2,395,457 shares of Class A
Common Stock for a purchase price of $29.10 per share in an open market
transaction.
Except as reported in Item 4 above and incorporated herein by
reference, there have been no transactions involving the Issuer's Common Stock
during the past sixty days which are required to be reported in this Statement.
No person other than JPMP (SBIC), JPM SBIC and Sixty Wall, has the
right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the Issuer's Common stock owned beneficially by JPMP
(SBIC), JPM SBIC and Sixty Wall.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Stockholders Agreement. Each of JPMP (SBIC), JPM SBIC and Sixty
Wall are parties to the First Amended and Restated Stockholders Agreement, dated
October 27, 1999, by and among the Issuer and certain of its stockholders, a
copy of which is attached as Exhibit A hereto and is incorporated by reference
herein.
Verbal Agreement. Each of JPMP (SBIC), JPM SBIC and Sixty Wall is
a party to the verbal agreement described in the second paragraph of Item 4 of
this Statement, which description is incorporated by reference herein in
response to this Item.
Page 7 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SCHEDULE A
Item 2 information for executive officers and directors of JPMP (SBIC) Manager.
SCHEDULE B
Item 2 information for executive officers and directors of Chase Bank.
SCHEDULE C
Item 2 information for executive officers and directors of JPM SBIC.
SCHEDULE D
Item 2 information for executive officers and directors of JPMCC.
SCHEDULE E
Item 2 information for executive officers and directors of Sixty Wall Corp.
SCHEDULE F
Item 2 information for executive officers and directors of JP Morgan Chase.
EXHIBIT A
First Amended and Restated Stockholders Agreement, dated October 27, 1999 by and
among Triton PCS Holdings, Inc., AT&T Wireless PCS, L.L.C., and the other
parties appearing on the signature pages thereto.*
*Filed previously.
Page 8 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
J.P. MORGAN PARTNERS (23A SBIC), LLC
By: J.P. Morgan Partners (23A SBIC Manager), Inc.
its Managing Member
By: /s/ JEFFREY C. WALKER
---------------------------------------------
Name: Jeffrey C. Walker
Title: President
FEBRUARY 14, 2002
-----------------------
Date
Page 9 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
J.P. MORGAN SBIC LLC
By: /s/ JEFFREY C. WALKER
----------------------------------
Name: Jeffrey C. Walker
Title: President
FEBRUARY 14, 2002
-----------------------
Date
Page 10 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SIXTY WALL STREET SBIC FUND, L.P.
By: Sixty Wall Street SBIC Corporation,
its General Partner
By: /s/ JEFFREY C. WALKER
-----------------------------------
Name: Jeffrey C. Walker
Title: President
FEBRUARY 14, 2002
-----------------------
Date
Page 11 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE A
J.P. MORGAN PARTNERS (23A SBIC MANAGER), INC.
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director Dr. Dana Beth Ardi*
Managing Director John R. Baron*
Managing Director Christopher C. Behrens*
Managing Director David S. Britts*
Managing Director Julie Casella-Esposito*
Managing Director Jerome Colonna*
Managing Director Rodney A. Ferguson*
Managing Director David L. Ferguson*
Managing Director David Gilbert*
Managing Director Eric A. Green*
Managing Director Michael R. Hannon*
Managing Director Donald J. Hofmann, Jr.*
Managing Director W. Brett Ingersoll*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Thomas G. Mendell*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Robert R. Ruggiero, Jr.*
Managing Director Susan L. Segal*
Managing Director Kelly Shackelford*
Managing Director Shahan D. Soghikian*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr.*
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President Marcia Bateson*
Senior Vice President and Assistant Secretary Mounir Nahas*
Senior Vice President and Assistant Secretary Stephen Skoczylas*
Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein*
Vice President and Assistant Secretary Jeffrey Glatt*
Vice President and Assistant Secretary Puneet Gulati*
Vice President and Assistant Secretary Sandra King*
Vice President and Assistant Secretary Scott Kraemer*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 12 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
DIRECTORS(1)
Jeffrey C. Walker*
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 13 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE B
THE CHASE MANHATTAN BANK
EXECUTIVE OFFICERS(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Vice Chairman; Co-Chief Executive Officer, Investment Bank Geoffrey T. Boisi *
Vice Chairman; Head of Retail and Middle Market, Financial David A. Coulter*
Services and Management and Private Banking
Director of Human Resources John J. Farrell*
Vice Chairman; Chairman, Investment Bank Walter A. Gubert*
Vice Chairman Thomas B. Ketchum*
Director of Corporate Marketing and Communications Frederick W. Hill*
Vice Chairman; Co-Chief Executive Officer, Investment Bank Donald H. Layton*
Vice Chairman James B. Lee Jr. *
General Counsel William H. McDavid*
Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro*
Vice Chairman Jeffrey C. Walker**
Executive Vice President; General Auditor William J. Moran*
Chief Financial Officer Dina Dublon*
Executive Vice President; Head of Market Risk Management Lesley Daniels Webster*
Managing Director; Corporate Treasurer David B. Edelson*
Managing Director; Head of Credit Risk Policy Suzanne Hammett*
Corporate Secretary Anthony James Horan*
Senior Vice President; Chief Compliance Officer Gregory S. Meredith*
Controller Joseph L. Scalfani*
Assistant Corporate Secretary James C. Berry*
DIRECTORS(1)
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
--------------------------------------------------------------------------------
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
--------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
--------------------------------------------------------------------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York New York 10020.
Page 14 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Lawrence A. Bossidy Chairman of the Board
Honeywell International
P.O. Box 3000
Morristown, NJ 07962-2245
--------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
--------------------------------------------------------------------------------
H. Laurence Fuller Retired Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
--------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
--------------------------------------------------------------------------------
John R. Stafford Chairman of the Board
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
--------------------------------------------------------------------------------
Lloyd D. Ward Chief Executive Officer
U.S. Olympic Committee
One Olympic Plaza
Colorado Springs, CO 80909
--------------------------------------------------------------------------------
Marina v.N. Whitman Professor of Business Administration and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
--------------------------------------------------------------------------------
Page 15 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE C
J.P. MORGAN SBIC LLC
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director Dr. Dana Beth Ardi*
Managing Director John R. Baron*
Managing Director Christopher C. Behrens*
Managing Director David S. Britts*
Managing Director Julie Casella-Esposito*
Managing Director Jerome Colonna*
Managing Director Rodney A. Ferguson*
Managing Director David L. Ferguson*
Managing Director David Gilbert*
Managing Director Eric A. Green*
Managing Director Michael R. Hannon*
Managing Director Donald J. Hofmann, Jr.*
Managing Director W. Brett Ingersoll*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Thomas G. Mendell*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Robert R. Ruggiero, Jr.*
Managing Director Susan L. Segal*
Managing Director Kelly Shackelford*
Managing Director Shahan D. Soghikian*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr.*
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President Marcia Bateson*
Senior Vice President and Assistant Secretary Mounir Nahas*
Senior Vice President and Assistant Secretary Stephen Skoczylas*
Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein*
Vice President and Assistant Secretary Jeffrey Glatt*
Vice President and Assistant Secretary Puneet Gulati*
Vice President and Assistant Secretary Sandra King*
Vice President and Assistant Secretary Scott Kraemer*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 16 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
DIRECTORS(1)
Jeffrey C. Walker*
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 17 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE D
J.P. MORGAN CAPITAL CORPORATION
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director Dr. Dana Beth Ardi*
Managing Director John R. Baron*
Managing Director Christopher C. Behrens*
Managing Director David S. Britts*
Managing Director Julie Casella-Esposito*
Managing Director Jerome Colonna*
Managing Director Rodney A. Ferguson*
Managing Director David L. Ferguson*
Managing Director David Gilbert*
Managing Director Eric A. Green*
Managing Director Michael R. Hannon*
Managing Director Donald J. Hofmann, Jr. *
Managing Director W. Brett Ingersoll*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Thomas G. Mendell*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Robert R. Ruggiero, Jr. *
Managing Director Susan L. Segal*
Managing Director Kelly Shackelford*
Managing Director Shahan D. Soghikian*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President Marcia Bateson*
Senior Vice President and Assistant Secretary Mounir Nahas*
Senior Vice President and Assistant Secretary Stephen Skoczylas*
Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein*
Vice President and Assistant Secretary Jeffrey Glatt*
Vice President and Assistant Secretary Puneet Gulati*
Vice President and Assistant Secretary Sandra King*
Vice President and Assistant Secretary Scott Kraemer*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 18 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
DIRECTORS(1)
Jeffrey C. Walker*
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 19 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE E
SIXTY WALL STREET SBIC CORPORATION
EXECUTIVE OFFICERS(1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director Dr. Dana Beth Ardi*
Managing Director John R. Baron*
Managing Director Christopher C. Behrens*
Managing Director David S. Britts*
Managing Director Julie Casella-Esposito*
Managing Director Jerome Colonna*
Managing Director Rodney A. Ferguson*
Managing Director David L. Ferguson*
Managing Director David Gilbert*
Managing Director Eric A. Green*
Managing Director Michael R. Hannon*
Managing Director Donald J. Hofmann, Jr. *
Managing Director W. Brett Ingersoll*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Thomas G. Mendell*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Robert R. Ruggiero, Jr. *
Managing Director Susan L. Segal*
Managing Director Kelly Shackelford*
Managing Director Shahan D. Soghikian*
Managing Director Patrick J. Sullivan*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr. *
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President Marcia Bateson*
Senior Vice President and Assistant Secretary Mounir Nahas*
Senior Vice President and Assistant Secretary Stephen Skoczylas*
Senior Vice President, Treasurer and Assistant Secretary Elisa R. Stein*
Vice President and Assistant Secretary Jeffrey Glatt*
Vice President and Assistant Secretary Puneet Gulati*
Vice President and Assistant Secretary Sandra King*
Vice President and Assistant Secretary Scott Kraemer*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 20 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
DIRECTORS(1)
Jeffrey C. Walker*
------------------
(1) Each of whom is a United States citizen except for Messrs. Britts,
Irigoin, and Soghikian.
* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York, New York 10020.
** Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
Page 21 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
SCHEDULE F
J.P. MORGAN CHASE & CO.
EXECUTIVE OFFICERS(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Vice Chairman; Co-Chief Executive Officer, Investment Bank Geoffrey T. Boisi *
Vice Chairman; Head of Retail and Middle Market, Financial David A. Coulter*
Services and Management and Private Banking
Director of Human Resources John J. Farrell*
Vice Chairman; Chairman, Investment Bank Walter A. Gubert*
Vice Chairman Thomas B. Ketchum*
Director of Corporate Marketing and Communications Frederick W. Hill*
Vice Chairman; Co-Chief Executive Officer, Investment Bank Donald H. Layton*
Vice Chairman James B. Lee Jr. *
General Counsel William H. McDavid*
Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro*
Vice Chairman Jeffrey C. Walker**
Executive Vice President; General Auditor William J. Moran*
Chief Financial Officer Dina Dublon*
Executive Vice President; Head of Market Risk Management Lesley Daniels Webster*
Managing Director; Corporate Treasurer David B. Edelson*
Managing Director; Head of Credit Risk Policy Suzanne Hammett*
Corporate Secretary Anthony James Horan*
Senior Vice President; Chief Compliance Officer Gregory S. Meredith*
Controller Joseph L. Scalfani*
Assistant Corporate Secretary James C. Berry*
DIRECTORS(1)
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
--------------------------------------------------------------------------------
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
--------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
--------------------------------------------------------------------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of
the Americas, New York New York 10020.
Page 22 of 23 pages
SCHEDULE 13D
ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Lawrence A. Bossidy Chairman of the Board
Honeywell International
P.O. Box 3000
Morristown, NJ 07962-2245
--------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
--------------------------------------------------------------------------------
H. Laurence Fuller Retired Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
--------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
--------------------------------------------------------------------------------
John R. Stafford Chairman of the Board
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
--------------------------------------------------------------------------------
Lloyd D. Ward Chief Executive Officer
U.S. Olympic Committee
One Olympic Plaza
Colorado Springs, CO 80909
--------------------------------------------------------------------------------
Marina v.N. Whitman Professor of Business Administration and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
--------------------------------------------------------------------------------
Page 23 of 23 pages