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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under The Securities Exchange Act of 1934
TRITEL, INC.
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(Name of Issuer)
CLASS A COMMON STOCK,
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(Title of Class of Securities)
89675X 10 4
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(CUSIP Number)
December 13, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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CUSIP NO. 89675X 10 4 13G PAGE 2 OF 4 PAGES
1. Name of Reporting Person and I.R.S. Identification Number:
FCA Ventures Partners I, L.P.
2. Check the Appropriate Row if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only:
4. Citizenship or Place of Organization:
Tennessee
Number of Shares Beneficially Owned by each Reporting Person With:
5. Sole Voting Power - 125,672
6. Shared Voting Power - None
7. Sole Dispositive Power - 125,672
8. Shared Dispositive Power - None
9. Aggregate Amount Beneficially Owned by each Reporting Person - 125,672
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: Less than 1%
12. Type of Reporting Persons: PN
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CUSIP NO. 89675X 10 4 13G PAGE 3 OF 4 PAGES
1. Name of Reporting Person and I.R.S. Identification Number:
DC Investment Partners Exchange Fund, L.P.
2. Check the Appropriate Row if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only:
4. Citizenship or Place of Organization:
Tennessee
Number of Shares Beneficially Owned by each Reporting Person With:
5. Sole Voting Power - 251,345
6. Shared Voting Power - None
7. Sole Dispositive Power - 251,345
8. Shared Dispositive Power - None
9. Aggregate Amount Beneficially Owned by each Reporting Person - 251,345
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: Less than 1%
12. Type of Reporting Persons: PN
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CUSIP NO. 89675X 10 4 13G PAGE 4 OF 4 PAGES
1. Name of Reporting Person and I.R.S. Identification Number:
FCA Ventures Partners II, L.P.
2. Check the Appropriate Row if a Member of a Group:
(a) [ ]
(b) [X]
3. SEC Use Only:
4. Citizenship or Place of Organization:
Tennessee
Number of Shares Beneficially Owned by each Reporting Person With:
5. Sole Voting Power - 2,189,738.76
6. Shared Voting Power - None
7. Sole Dispositive Power - 2,189,738.76
8. Shared Dispositive Power - None
9. Aggregate Amount Beneficially Owned by each Reporting Person -
2,189,738.76
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares: [ ]
11. Percent of Class Represented by Amount in Row 9: 1.8%
12. Type of Reporting Persons: PN
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer:
Tritel, Inc.
(b) Address of Issuer's Principal Executive Offices:
111 Capitol Street, Suite 500, Jackson, MS 39201
ITEM 2.
(a) Name of Persons Filing:
FCA Venture Partners I, L.P.
FCA Venture Partners II, L.P.
DC Investment Partners Exchange Fund, L.P.
(b) Address of Principal Business Office:
The address of the principal business office of each of the
filing persons is:
10 Burton Hills Blvd.
Suite 120
Nashville, TN 37215
(c) Citizenship/ State of Organization:
Tennessee
(d) Title of Class of Securities: Class A Common Stock (the "Common
Stock")
(e) CUSIP Number:
89675X 10 4
ITEM 3.
Not Applicable
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ITEM 4. OWNERSHIP:
(a) - (c)
The response of each of the Reporting Persons to Items 5 through
11 of their respective Cover Sheets which relate to their
beneficial ownership of the Common Stock of the Issuer is
incorporated herein by reference.
Each of the Reporting Persons is a party to a Stockholder's
Agreement, dated January 7, 1999 (the "Agreement") and as such
may be a part of a "group" for purposes of the Securities
Exchange Act of 1934, as amended, whose members hold collectively
more than 5% of the Issuer's Common Stock. Each of the Reporting
Persons disclaims any beneficial ownership of the shares of
Common Stock held by the other parties to the Agreement solely by
reason of the Agreement.
The parties to the Agreement consist of the Reporting Persons
plus the following persons (the "Additional Reporting Persons"):
William M. Mounger, II; E.B. Martin, Jr.; William S. Arnett;
Karlen Turbeville; Thomas Clark Akers; James H. Neeld, IV; Curtis
M. Hughes; Douglas M. McQueen; Dennis Watford; Keith Halford;
Timothy Burnette; Kevin Shepherd; AT&T Wireless PCS, LLC; TWR
Cellular, Inc.; M3, LLC; McCarty Communications, LLC; Mercury PCS
Investors, LLC; Saunders Capital, LLC; Southern Farm Bureau Life
Insurance Company; Trillium PCS, LLC; Central Alabama
Partnership, L.P. 132; CIHC, Incorporated; Dresdner Kleinwort
Benson Private Equity LLC; General Electric Capital Corporation;
J.G. Funding LLC; The Manufacturer's Life Insurance Company
(U.S.A.); Toronto Dominion Investments, Inc.; Triune PCS, LLC;
and Clayton Associates.
The Additional Reporting Persons filed a joint Schedule 13G dated
February 9, 2000.
The parties to the Agreement also hold in the aggregate 4,962,804
shares of Class D Common Stock, par value $0.01, which are
convertible into an equivalent number of shares of Common Stock
at the option of the holder and upon consent of the FCC. It is
not expected that such conversion will occur within sixty days of
this filing.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See the discussion as to the Additional Reporting Persons set
forth above in Item 4.
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ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10 CERTIFICATION
Not Applicable
3
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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.
Dated: March 22, 2000
FCA Venture Partners I, L.P.
By: DC Investment Partners, LLC, as its
general partner
By: /s/ Michael W. Devlin
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Name: Michael W. Devlin
Title: Managing Partner
FCA Venture Partners II, L.P.
By: Clayton - DC Venture Capital Group,
LLC, as its general partner
By: /s/ Michael W. Devlin
-----------------------------------
Name: Michael W. Devlin
Title: Managing Partner
DC Investment Partners Exchange Fund, L.P.
By: DC Investment Partners, LLC, as its
general partner
By: /s/ Michael W. Devlin
-----------------------------------
Name: Michael W. Devlin
Title: Managing Partner
4
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Exhibit 1 to Schedule 13G
March 22, 2000
This will confirm the agreement by an among the undersigned that the Schedule
13G filed on or about this date with respect to the beneficial ownership of the
undersigned of shares of Common Stock of Tritel, Inc. is being filed on behalf
of each of the undersigned. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
FCA Venture Partners I, L.P.
By: DC Investment Partners, LLC, as its
general partner
By: /s/ Michael W. Devlin
-----------------------------------
Name: Michael W. Devlin
Title: Managing Partner
FCA Venture Partners II, L.P.
By: Clayton - DC Venture Capital Group,
LLC, as its general partner
By: /s/ Michael W. Devlin
-----------------------------------
Name: Michael W. Devlin
Title: Managing Partner
DC Investment Partners Exchange Fund, L.P.
By: DC Investment Partners, LLC, as its
general partner
By: /s/ Michael W. Devlin
-----------------------------------
Name: Michael W. Devlin
Title: Managing Partner
5
