<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
REGISTRATION NO. 333-57715
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
AMENDMENT NO. 4
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
<TABLE>
<S> <C> <C>
TRITON PCS, INC. DELAWARE 4812
TRITON MANAGEMENT COMPANY, INC. DELAWARE 4812
TRITON PCS HOLDINGS COMPANY L.L.C. DELAWARE 4812
TRITON PCS PROPERTY COMPANY L.L.C. DELAWARE 4812
TRITON PCS EQUIPMENT COMPANY L.L.C. DELAWARE 4812
TRITON PCS OPERATING COMPANY L.L.C. DELAWARE 4812
TRITON PCS LICENSE COMPANY L.L.C. DELAWARE 4812
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTON OF PRIMARY STANDARD
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION INDUSTRIAL CLASSIFICATION CODE
TRITON PCS, INC. 23-2930873
TRITON MANAGEMENT COMPANY, INC. 23-2940271
TRITON PCS HOLDINGS COMPANY L.L.C. 23-2941874
TRITON PCS PROPERTY COMPANY L.L.C. 23-2941874
TRITON PCS EQUIPMENT COMPANY L.L.C. 23-2941874
TRITON PCS OPERATING COMPANY L.L.C. 23-2941874
TRITON PCS LICENSE COMPANY L.L.C. 23-2941874
EXACT NAME OF REGISTRANT IRS EMPLOYER
AS SPECIFIED IN ITS CHARTER IDENTIFICATION NUMBER
</TABLE>
375 TECHNOLOGY DRIVE
MALVERN, PA 19355
(610) 651-5900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
MICHAEL E. KALOGRIS
CHIEF EXECUTIVE OFFICER
TRITON PCS, INC.
375 TECHNOLOGY DRIVE
MALVERN, PA 19355
(610) 651-5900
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
COPIES TO:
JAMES F. ROGERS, ESQ. DAVID CLARK
LATHAM & WATKINS TRITON PCS, INC.
1001 PENNSYLVANIA AVENUE, N.W. 375 TECHNOLOGY DRIVE
SUITE 1300 MALVERN, PA 19355
WASHINGTON, DC 20004 (610) 651-5900
(202) 637-2200
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER NOTE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11% Senior Subordinated
Discount Notes due
2008................... $511,989,000 58.595% $300,000,000(2) $88,500
- ------------------------------------------------------------------------------------
Subsidiary Guarantees of
the 11% Senior
Subordinated Discount
Notes due 2008......... -- -- -- (3)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) The "Amount to be Registered" with respect to the 11% Senior Subordinated
Discount Notes due 2008 represents the aggregate principal amount at
maturity of such notes.
(2) Represents gross proceeds from the initial private offering of the 11%
Senior Subordinated Discount Notes due 2008 by Triton. The net proceeds
from the Private Offering were approximately $290 million after deducting
the Initial Purchasers' discounts and estimated transaction fees payable
by the Company.
(3) Pursuant to Rule 457(n), no separate registration fee is payable with
respect to the subsidiary guarantees.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
No form of prospectus is filed with this Amendment No. 4 to the Registration
Statement (the "Amendment"). This Amendment is being filed solely to update
the Exhibit Index.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13 (S-1). OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the Registration Statement are as
follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................ $ 88,500
Printing and Engraving Expenses.................................... 65,000
Legal Fees and Expenses............................................ 70,000
Accounting fees and Expenses....................................... 25,000
Fees of Trustee (including counsel fees)........................... 10,000
Miscellaneous...................................................... 11,500
--------
$270,000
========
</TABLE>
ITEM 14 (S-1) AND ITEM 20 (S-4). INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The Restated Certificate
of Incorporation limits the liability of Holdings' directors to Holdings or
its stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Holdings will not be personably liable for
monetary damages for breach of a director's fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
Holdings or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law (which relates to
the unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the Restated
Certificate of Incorporation may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Holdings and its stockholders. In addition, pursuant
to the terms of the Kalogris and the Skinner Employment Agreements, the
Company will purchase director's and officer's liability insurance coverage
for such executives in amounts customary for similarly situated companies.
ITEM 16. (S-1) AND ITEM 21. (S-4). EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
3.1 Certificate of Incorporation of Triton PCS, Inc.**
3.2 By-laws of Triton PCS, Inc.**
3.3 Articles of Incorporation of Triton Management Company, Inc.+
3.4 Bylaws of Triton Management Company, Inc.+
3.5 Certificate of Formation of Triton PCS Holdings Company L.L.C.+
3.6 Certificate of Formation of Triton PCS License Company L.L.C.+
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
3.7 L.L.C. Agreement of Triton PCS License Company L.L.C.+
3.8 L.L.C. Agreement of Triton PCS Holdings Company L.L.C.+
3.9 Certificate of Formation of Triton PCS Equipment Company L.L.C.+
3.10 L.L.C. Agreement of Triton PCS Equipment Company L.L.C.+
3.11 Certificate of Formation of Triton PCS Operating Company L.L.C.+
3.12 L.L.C. Agreement of Triton PCS Operating Company L.L.C.+
3.13 Certificate of Formation of Triton PCS Property Company L.L.C.+
3.14 L.L.C. Agreement of Triton PCS Property Company L.L.C.+
4.1 Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association.*
4.2 Form of 11% Senior Subordinated Discount Notes (the "Private Notes")
(included in Exhibit 4.1).*
4.3 Form of 11% Senior Subordinated Discount Notes (the "Exchange Notes")
(included in Exhibit 4.1).*
4.4 Registration Rights Agreement, dated as of May 4, 1998, by and among
Triton PCS, Inc., the subsidiaries of Triton PCS, Inc. listed on the
signature pages thereto, and J.P. Morgan Securities Inc., Chase
Securities Inc. and Lehman Brothers Inc.*
5.1 Opinion of Latham & Watkins regarding the validity of the Exchange
Notes.+
10.1 Credit Agreement, dated as of February 3, 1998, among Triton PCS,
Inc., Triton PCS Holdings, Inc., the Lenders (as defined therein)
party thereto, and The Chase Manhattan Bank, as administrative agent.*
10.2 First Amendment, Consent and Waiver, dated as of April 16, 1998, among
Triton PCS, Inc., Triton PCS Holdings, Inc., the several banks and
other financial institutions and entities from time to time parties
thereto, and The Chase Manhattan Bank, as administrative agent.*
10.2.1 Second Amendment, dated as of July 29, 1998, among Triton PCS, Inc.,
Triton PCS Holdings, Inc., the several banks and other financial
institutions and entities from time to time parties thereto, and The
Chase Manhattan Bank, as administrative agent.**
10.3 Securities Purchase Agreement, dated as of October 8, 1997, among AT&T
Wireless PCS, Inc., the cash equity investors listed on the signature
pages thereto, the management stockholders listed on the signature
pages thereto and Triton PCS, Inc.**
10.4 Amendment No. 1 to Securities Purchase Agreement and Consent
Agreement, dated as of March 10, 1998, by and among AT&T Wireless PCS,
Inc., the cash equity investors listed on the signature pages thereto,
the management stockholders listed on the signature pages thereto, and
Triton PCS Holdings, Inc. (f\k\a Triton PCS, Inc.).*
10.5 Closing Agreement, dated as of February 4, 1998, among AT&T Wireless
PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors, L.P., J.P.
Morgan Investment Corporation, Sixty Wall Street SBIC Fund, L.P.,
Private Equity Investors III, L.P., Equity-Linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital Partners,
Inc., DAG-Triton PCS, Inc., Michael E. Kalogris and Steven R.
Skinner.*
10.6 Asset Purchase Agreement, dated as of March 10, 1998, between Triton
PCS, Inc. and Vanguard Cellular Systems of South Carolina, Inc.*
10.7 Preferred Stock Purchase Agreement by and among Cash Equity Investors,
Management Stockholders, Independent Directors, and Triton PCS
Holdings, Inc. dated as of June 29, 1998.**
10.8 AT&T Wireless Services Network Membership License Agreement, dated as
of February 4, 1998, between AT&T Corp. and Triton PCS Operating
Company L.L.C.*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
10.9 Stockholders Agreement, dated as of February 4, 1998, among AT&T
Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
L.P., J.P. Morgan Investment Corporation, Sixty Wall Street SBIC Fund,
L.P., Private Equity Investors III, L.P., Equity-linked Investors-II,
Toronto Dominion Capital (USA), Inc., First Union Capital Partners,
Inc., DAG-Triton PCS, L.P., Michael E. Kalogris, Steven R. Skinner,
David D. Clark, Clyde Smith, Patricia Gallagher and David Standig.*
10.10 Investors Stockholders' Agreement, dated as of February 4, 1998, among
CB Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty
Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P.,
Equity-Linked Investors-II, Toronto Dominion Capital (USA), Inc., DAG-
Triton PCS, L.P., First Union Capital Partners, Inc., and the
stockholders named therein.*
10.11 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
between AT&T Wireless Services, Inc. and Triton PCS Operating Company
L.L.C.*
10.12 Master Services Agreement, dated as of January 19, 1998, between
Triton PCS Operating Company, L.L.C., and Wireless Facilities Inc.+#
10.13 Site Acquisition, Zoning and A & E Supervision Agreement, dated as of
December 15, 1997, between Triton PCS, Inc. and Gearon & Co., Inc.**
10.14 Site Development Services Agreement, dated as of December 10, 1997,
between Triton PCS, Inc. and Entel Technologies, Inc.**
10.15 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc.+#
10.16 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris.*
10.16.1 Amendment No. 1 to Employment Agreement dated as of June 29, 1998
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Michael E. Kalogris.**
10.17 Employment Agreement, dated as of January 8, 1998, between Triton
Management Company and Clyde Smith.*
10.18 Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner.*
10.18.1 Amendment No. 1 to Employment Agreement dated as of June 29, 1998
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Steven R. Skinner.**
10.19 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors dated as of June 26, 1998.**
10.20 Form of Pledge Agreement, dated as of February 4, 1998, between
certain shareholders and Triton PCS, Inc. Each of (a) Michael E.
Kalogris, (b) Steven R. Skinner, (c) Sixty Wall Street SBIC Fund,
L.P., (d) CB Capital Investors, L.P., (e) J.P. Morgan Investment
Corporation, (f) DAG-Triton PCS, L.P., (g) First Union Capital
Partners, Inc., (h) Toronto Dominion Capital (USA), Inc. and (i)
Private Equity Investors III, L.P., are party to separate Pledge
Agreements. The terms of each Pledge Agreement are identical other
than (1) the shareholder party thereto and (2) the number of shares of
stock held by such shareholder and, therefore, the number of shares
subject to the applicable Pledge Agreement.+
10.21 Master Tower Site Lease Agreement, dated as of February 13, 1998,
between Triton PCS Property Company L.L.C. and SCANA Communications,
Inc.**#
10.22 Master License Agreement, dated as of March 15, 1998, between Triton
PCS Property Company L.L.C. and BellSouth Communications, Inc.**#
10.23 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp.**#
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
10.24 Independent Director Stock Award Plan adopted as of February 4,
1998.**
10.25 Letter Agreement, dated as of June 26, 1998 between Triton PCS
Holdings, Inc. and Scott Anderson.**
10.26 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and Scott Anderson.**
10.27 Letter Agreement, dated as of June 26, 1998 between Triton PCS
Holdings, Inc. and John Beletic.**
10.28 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and John Beletic.**
10.29 Asset Purchase Agreement dated as of August 20, 1998 between Triton
PCS Holdings, Inc. and AT&T Wireless PCS, Inc.**
10.30 Construction and Operating Agreement dated as of July 31, 1998 by and
between Triton PCS Operating Company L.L.C. and AT&T Wireless PCS,
Inc.**
10.31 Letter Agreement, dated as of February 1998, between Clyde Smith and
Triton Management Company, Inc.*
10.31.1 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and Clyde Smith.**
10.32 Letter Agreement, dated as of February 1998, between David A. Clark
and Triton Management Company, Inc.*
10.32.1 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and David D. Clark.**
10.33 Letter Agreement, dated as of February 1998, between David Standig and
Triton Management Company, Inc.*
10.33.1 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and David Standig.**
10.34 Letter Agreement, dated as of February 1998, between Michael Mears and
Triton Management Company, Inc.*
10.34.1 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and Michael Mears.**
10.35 Letter Agreement, dated as of February 1998, between Patricia
Gallagher and Triton Management Company, Inc.*
10.35.1 Amendment No. 1 to Letter Agreement dated as of June 29, 1998 between
Triton Management Company, Inc. and Patricia Gallagher.**
10.36 Shared Communications Facilities Master Agreement, dated as of June 3,
1998, between Triton PCS Property Company L.L.C. and The Commonwealth
of Virginia Department of Transportation.**#
10.37 Multiple Site Tower Attachment Lease Agreement, dated as of June 1,
1998, between Triton PCS Property Company L.L.C. and 360
Communications Company.**
10.38 Master Tower License Agreement, dated as of June 12, 1998, between
Triton PCS Property Company L.L.C. and Appalachian Power Company.**#
10.39 Master Site Agreement, dated as of April 17, 1998, between Triton PCS
Property Company L.L.C. and Nextel Communications, Inc.**#
10.40 Lease Agreement, dated as of April 9, 1998, between Triton PCS
Property Company L.L.C. and Virginia Electric and Power Company.**#
12.1 Statement of Computation of Deficiency of Earnings to Fixed Charges.**
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
-------
<S> <C>
21.1 Subsidiaries of Triton PCS, Inc.*
23.1 Consent of Latham & Watkins (included in their opinion filed as
Exhibit 5.1).+
23.2 Consent of KPMG Peat Marwick LLP.**
23.3 Consent of Arthur Andersen LLP.**
25.1 Statement of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of 1939 of PNC Bank, National Association.**
27.1 Financial Data Schedule.**
99.1 Form of Letter of Transmittal and related documents to be used in
conjunction with the Exchange Offer.**
</TABLE>
- --------
* Filed with the original June 25, 1998 Registration Statement.
** Filed with the September 3, 1998 Amendment No. 1.
+ Filed with this Amendment No. 2.
# Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
II-5
<PAGE>
SCHEDULES OMITTED
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required
by such omitted schedules is set forth in the financial statements or the
notes thereto.
ITEM 17 (S-1) AND ITEM 22 (S-4). UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions described under Item 20 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim of indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted against
the Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into this Prospectus pursuant to
Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This undertaking also includes documents filed
subsequent to the effective date of the Registration Statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MALVERN,
STATE OF PENNSYLVANIA ON OCTOBER 1, 1998.
Triton PCS, Inc.
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton Management Company, Inc.
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton PCS Holdings Company L.L.C.
By: Triton Management Company, Inc., its
manager
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton PCS Property Company L.L.C., Inc.
By: Triton Management Company, Inc., its
manager
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton PCS Equipment Company L.L.C.
By: Triton Management Company, Inc., its
manager
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton PCS Operating Company L.L.C.
By: Triton Management Company, Inc., its
manager
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
Triton PCS License Company L.L.C.
By: Triton Management Company, Inc., its
manager
/s/ Michael Kalogris
By: ______________________________________
Sole Director and Chief Executive
Officer
II-7
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND AS OF
THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Michael Kalogris Sole Director and Chief
- ------------------------------- Executive Officer of Triton October 1,
MICHAEL KALOGRIS PCS, Inc. and Triton 1998
Management Company, Inc.
(Principal Executive
Officer), and principal
executive officer of each
of Triton PCS Holdings
Company L.L.C., Triton PCS
Property Company L.L.C.,
Triton PCS Equipment
Company L.L.C., Triton PCS
Operating Company L.L.C.
and Triton PCS License
Company L.L.C., by virtue
of being the Chief
Executive Officer of Triton
Management Company, the
manager of each such
entity.
/s/ David Clark Senior Vice President, Chief
- ------------------------------- Financial Officer and October 1,
DAVID CLARK Secretary of Triton PCS, 1998
Inc. and Triton Management
Company, Inc. (Principal
Financial and Accounting
Officer) and principal
financial and accounting
officer of each of Triton
PCS Holdings Company
L.L.C.,, Triton PCS
Property Company L.L.C.,
Triton PCS Equipment
Company L.L.C., Triton PCS
Operating Company L.L.C.
and Triton PCS License
Company L.L.C., by virtue
of being the Chief
Financial Officer of Triton
Management Company, the
manager of each such
entity.
</TABLE>
II-8
