-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BQj9COfqIRBQrVwhRA/JjxaobJDAKH5y+wjRjeAgRj/hA6+4y9chJyX9ruRQZcWt BQWlyw01ofGVCrB+Mu7pWw== 0000930413-01-000060.txt : 20010123 0000930413-01-000060.hdr.sgml : 20010123 ACCESSION NUMBER: 0000930413-01-000060 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010110 GROUP MEMBERS: J.P. MORGAN CAPITAL CORPORATION GROUP MEMBERS: J.P. MORGAN PATNERS (SBIC), LLC GROUP MEMBERS: JP MORGAN PARTNERS SAIC LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRITON PCS HOLDINGS INC CENTRAL INDEX KEY: 0001091973 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232974475 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58313 FILM NUMBER: 1506668 BUSINESS ADDRESS: STREET 1: 375 TECHNOLOGY DRIVE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106515900 MAIL ADDRESS: STREET 1: 375 TECHNOLOGY DRIVE CITY: MALVERN STATE: PA ZIP: 19355 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS SAIC LLC CENTRAL INDEX KEY: 0001015240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: 1221 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES L P DATE OF NAME CHANGE: 19960523 SC 13D 1 0001.txt STATEMENT OF BENEFICIAL OWNERSHIP -------------------------------- OMB APPROVAL -------------------------------- OMB Number 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response........ 14.90 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)* Triton PCS Holdings, Inc. ----------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------- (Title of Class of Securities) 896775103 ----------------------------------------------------------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza - 24th Floor New York, New York 10112 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 2001 ----------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of SS.SS.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See SS.240.13d-7 for other parties to whom copies of this statement are to be sent. - ---------- * 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. 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (2-98) SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners (SBIC), LLC (formerly known as Chase Venture Capital Associates, LLC) 13-337-6808 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ______________________________________________________________________ (b) ______________________________________________________________________ ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS (See Instructions) WC ________________________________________________________________________________ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 12,270,743 SHARES _________________________________________________________________ 8. SHARED VOTING POWER BENEFICIALLY Not applicable OWNED BY _________________________________________________________________ EACH 9. SOLE DISPOSITIVE POWER REPORTING 12,270,743 PERSON _________________________________________________________________ 10. SHARED DISPOSITIVE POWER WITH Not applicable ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,270,743 ________________________________________________________________________________ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.7% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON (See Instructions) CO ________________________________________________________________________________ SEC 1746 (2-98) Page 2 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Capital Corporation ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) _______________________________________________________________________ (b) _______________________________________________________________________ ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS (See Instructions) WC ________________________________________________________________________________ 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 10,789,599 SHARES _________________________________________________________________ 8. SHARED VOTING POWER BENEFICIALLY Not applicable OWNED BY _________________________________________________________________ EACH 9. SOLE DISPOSITIVE POWER REPORTING 10,789,599 PERSON _________________________________________________________________ 10. SHARED DISPOSITIVE POWER WITH Not applicable ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,789,599 ________________________________________________________________________________ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20% ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON (See Instructions) CO ________________________________________________________________________________ SEC 1746 (2-98) Page 3 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 PRELIMINARY NOTE: This Schedule 13D is being filed to reflect the acquisition of additional shares as a result of the Merger (as defined herein). ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, (the "Common Stock"), of Triton PCS Holdings, Inc. (the "Issuer"). 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 J.P. Morgan Partners (SBIC), LLC (formerly known as Chase Venture Capital Associates, LLC, 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 and by J.P. Morgan Capital Corporation, a Delaware Corporation (hereinafter referred to as "JPMCC"), 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. Set forth in Schedule A hereto and incorporated herein by reference are the names, business address and employments of each executive officer and director of JPMP (SBIC). JPMP (SBIC) is a wholly-owned subsidiary of J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity Associates, L.P.), a Delaware limited partnership (hereinafter referred to as "JPMP (BHCA)"), whose principal business office is located at the same address as JPMP (SBIC). JPMP (BHCA) is also engaged in the venture capital and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund Manager, L.P. (formerly known as Chase Capital Partners, a New York general partnership), a Delaware limited partnership (hereinafter referred to as "JPMP Master Fund," whose principal business office is located at the same address as JPMP (SBIC), which is also directly or indirectly (through affiliates) engaged in the venture capital and leveraged buyout business. The general partner of JPMP Master Fund is JPMP Capital Corp. (formerly known as Chase Capital Corporation), a New York corporation (hereinafter referred to as "JPMP Capital Corp"), whose principal business office is located at the same address as JPMP (SBIC), and is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule B hereto and incorporated herein by reference are the names, business address and employments of each executive officer and director of JPMP Capital Corp. JPMCC 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 JPMCC. Each of JPMP Capital Corp. and JPMCC 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 D 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. 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 JPMCC for the purchase of the Issuer's Common Stock were obtained from JPMCC contributed capital, which includes funds that are held available for such purpose. Each of JPMP (SBIC) and JPMCC disclaims that it is a member of a group with any other persons either for purposes of this Schedule 13D or for any other purpose related to its beneficial ownership of the Issuer's securities. ITEM 4. PURPOSE OF TRANSACTION. 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 JPMCC and as a result thereof, J.P. Morgan Chase may be deemed the indirect Beneficial Owner SEC 1746 (2-98) Page 4 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 through the Reporting Persons of 23,060,342 shares of the Issuer's Common Stock which represents 42.7% of the Issuer's outstanding Common Stock as of December 31, 2000. The acquisition of the Issuer's equity securities has been made by JPMP (SBIC) and JPMCC for investment purposes. Although neither JPMP (SBIC) nor JPMCC has a present intention to do so, each of JPMP (SBIC) and JPMCC may make additional purchases of the Issuer's Common Stock either in the open market or in privately negotiated transactions, 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) and JPMCC may decide to sell all 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, neither JPMP (SBIC) nor JPMCC has a present 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) and JPMCC 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, 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 12,270,743 shares of the Issuer's Common Stock. JPMP (SBIC) deemed beneficial ownership represents 22.7% of the Common Stock as of December 31, 2000. JPMP (SBIC) has the sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. JPMCC may be deemed beneficial owner of 10,789,599 shares of the Issuer's Common Stock. JPMCC deemed beneficial ownership represents 20% of the outstanding shares of Common Stock as of December 31, 2001. JPMCC has the sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. Except as reported in Item 3 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) and JPMCC, respectively, 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) and JPMCC, respectively. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to the information disclosed under Items 3 and 4 of this Statement which is incorporated by reference in response to this Item. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. SCHEDULE A Item 2 information for executive officers and directors of JPMP (SBIC). SCHEDULE B Item 2 information for executive officers and directors of JPMP Capital Corp. SCHEDULE C Item 2 information for executive officers and directors of JPMCC. SEC 1746 (2-98) Page 5 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 SCHEDULE D Item 2 information for executive officers and directors of JP Morgan Chase. SEC 1746 (2-98) Page 6 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 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 (SBIC), LLC By: /s/ JEFFREY C. WALKER ---------------------------- Name: Jeffrey C. Walker Title: President JANUARY 10, 2001 - ---------------------------- Date SEC 1746 (2-98) Page 7 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 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 CAPITAL CORPORATION By: /s/ STEPHEN SKOCYLAS ---------------------------- Name: Stephen Skocylas Title: Managing Director JANUARY 10, 2001 - ---------------------------- Date SEC 1746 (2-98) Page 8 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 SCHEDULE A J.P. MORGAN PARTNERS (SBIC), L.C. 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 John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director David Gilbert* Managing Director Evan Graf* 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 Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Thomas Quinn* Managing Director Peter Reilly* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsey Stuart* Managing Director Patrick J. Sullivan* Managing Director Kelly Shackelford* Managing Director Charles R. Walker* 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* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Caroll** Assistant Secretary Denise G. Connors** DIRECTORS(1) Jeffrey C. Walker* - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or partner of JP Morgan Partners, LLC. Business address is c/o JP Morgan Partners, LLC 1221 Avenue of the Americas, New York, New York 10022. ** 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. SEC 1746 (2-98) Page 9 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 SCHEDULE B JPMP CAPITAL CORP. EXECUTIVE OFFICERS(1) Chief Executive Officer William B. Harrison** 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 John R. Baron* Managing Director Christopher C. Behrens* Managing Director David S. Britts* Managing Director David Gilbert* Managing Director Evan Graf* 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 Jonathan Meggs* Managing Director Thomas G. Mendell* Managing Director Stephen P. Murray* Managing Director Joao Neiva de Figueiredo, Ph.D.* Managing Director Timothy Purcell* Managing Director Thomas Quinn* Managing Director Peter Reilly* Managing Director Robert R. Ruggiero, Jr.* Managing Director Susan L. Segal* Managing Director Shahan D. Soghikian* Managing Director Georg Stratenwerth* Managing Director Lindsey Stuart* Managing Director Patrick J. Sullivan* Managing Director Kelly Shackelford* Managing Director Charles R. Walker* 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* Vice President and Treasurer Elisa R. Stein* Secretary Anthony J. Horan** Assistant Secretary Robert C. Carroll** Assistant Secretary Denise G. Connors** DIRECTORS(1) William B. Harrison** Jeffrey C. Walker* - ---------- (1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin, Meggs, Neiva de Figueiredo, Soghikian, Stratenwerth and Stuart. * Principal occupation is employee and/or member of JP Morgan Partners, LLC. Business address is c/o JP Morgan Partners, LLC 1221 Avenue of the Americas, New York, New York 10022. ** 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. SEC 1746 (2-98) Page 10 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 SCHEDULE C J.P. MORGAN CAPITAL CORPORATION EXECUTIVE OFFICERS(1) President, Chief Executive Officer and Managing Director John A. Mayer, Jr.* Managing Director Pierre Dupont* Managing Director Karl Fooks* Managing Director Evan M. Graf* Managing Director Alfredo M. Irigoin* Managing Director Martin O'Neil* Managing Director Timothy Purcell* Managing Director Thomas S. Quinn* Managing Director Thomas P. Reagan* Managing Director Stephen Skoczylas* Managing Director Tira Wannamethee* Managing Director Brian F. Watson* Vice President Aisaku Suzuki* Vice President Francisco Bosch* Vice President Michael L. Campbell* Vice President Dominique Chaffard* Vice President Kevin Charlton* Vice President Francisco Churtichaga* Vice President Alberto Delgado* Vice President and Assistant Secretary Cheryl Eustace* Vice President Martin Friedman* Vice President Avi Gilboa* Vice President Marc D. Johnson* Vice President and Assistant Secretary Irena D. Kaufmann* Vice President Stephen King* Vice President Dietrick Knoer* Vice President Howard Lask* Vice President Andrew Liu* Vice President Caroline Lovelace* Vice President and Secretary James P. Marriott* Vice President Brian Mathis* Vice President Terutomo Mitsumasu* Vice President Christopher Molanphy* Vice President Nicola Pedroni* Vice President Peter M. Reilly* Vice President Roberto Rodriguez* Vice President Francisco Silveyra* Vice President Robert Velarde* Assistant Secretary Bee-Ann Benson* Assistant Secretary Sandra King* DIRECTORS(1) Chairman John A. Mayer, Jr.* Thomas B. Ketchum** Clayton S. Rose*** Ramon de Oliveira** - ---------- (1) Each of whom is a United States citizen. * Principal occupation is director, executive officer or employee of JPMCC. Business address is c/o J.P. Morgan Capital Corporation, 60 Wall Street, New York, New York 10260. ** Principal occupation is director, executive officer or employee 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 Managing Director of J.P. Morgan Securities, Inc. Business address is c/o J.P. Morgan Securities, Inc., 60 Wall Street, New York, New York 10260. SEC 1746 (2-98) Page 11 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 SCHEDULE D J.P. MORGAN CHASE & CO. EXECUTIVE OFFICERS(1) Chairman of the Board Douglas A. Warner III President and Chief Executive Officer William B. Harrison Jr.* Vice Chairman Geoffrey T. Boisi* Vice Chairman David A. Coulter* Managing Director Ramon de Oliveira* Director of Human Resources John J. Farrell* Managing Director Thomas B. Ketchum* Director of Corporate Marketing and Communications Frederick W. Hill* Vice Chairman Donald H. Layton* Vice Chairman James B. Lee Jr.* General Counsel William H. McDavid* Vice Chairman Marc J. Shapiro* Managing Partner Jeffrey C. Walker** DIRECTORS*** PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - ---- ----------------------------- - -------------------------------------------------------------------------------- Hans W. Becherer Chairman of the Board 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 - -------------------------------------------------------------------------------- Lawrence A. Bossidy Chairman of the Board Honeywell International P.O. Box 3000 Morristown, NJ 07962-2245 - -------------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board and Chief Executive Officer Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, Florida 33166 - -------------------------------------------------------------------------------- - ---------- (1) Each of whom is a United States citizen. * Principal occupation is executive officer and/or employee of J.P. Morgan Chase & Co. Business address is c/o 270 Park Avenue, New York, New York 10017. Each executive officer is a United States citizen. ** Principal occupation is managing partner of J.P. Morgan Partners, LLC. Business address is c/o Chase Capital Partners, J.P. Morgan Partners, LLC, 1221 Avenue of the Americas New York, New York 10020. *** Each of the persons named below is a citizen of the United States of America. SEC 1746 (2-98) Page 12 of 13 Pages SCHEDULE 13D ------------ ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103 PRINCIPAL OCCUPATION OR EMPLOYMENT; NAME BUSINESS OR RESIDENCE ADDRESS - ---- ----------------------------- - -------------------------------------------------------------------------------- H. Laurence Fuller Co-Chairman BP Amoco p.l.c. 1111 Warrenville Road, Suite 25 Chicago, Illinois 60563 - -------------------------------------------------------------------------------- Ellen V. Furter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024 - -------------------------------------------------------------------------------- Melvin R. Goodes Retired Chairman of the Board and CEO Warner-Lambert Company 201 Tabor Road Morris Plains, NJ 07950 - -------------------------------------------------------------------------------- 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. President and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, New York 10017-2070 - -------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue - Room 29-72 New York, New York 10022 - -------------------------------------------------------------------------------- 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, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - -------------------------------------------------------------------------------- Lloyd D. Ward Former Chairman of the Board and Chief Executive Officer of Maytag 13338 Lakeshore Drive Clive, Iowa 50325 - -------------------------------------------------------------------------------- Douglas A. Warner III Chairman of the Board and Chief Executive Officer Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, TX 75039-2298 - -------------------------------------------------------------------------------- SEC 1746 (2-98) Page 13 of 13 Pages -----END PRIVACY-ENHANCED MESSAGE-----