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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)
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
