TRITON PCS HOLDINGS INC, S-3, 2000-11-15

TRITON PCS HOLDINGS INC
S-3, 2000-11-15
RADIOTELEPHONE COMMUNICATIONS

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As filed with the Securities and Exchange Commission on November 15, 2000
Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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TRITON PCS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

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<S> <C>
Delaware 23-2974475
<CAPTION>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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David D. Clark
Triton PCS Holdings, Inc.
Chief Financial Officer and
Executive Vice President
1100 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 651-5900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Please address a copy of all communications to:
<TABLE>
<S> <C>
Leonard J. Baxt William A. Robinson
John W. McNamara Triton PCS Holdings, Inc.
Dow, Lohnes & Albertson, PLLC 1100 Cassatt Road
1200 New Hampshire Avenue, NW Berwyn, Pennsylvania 19312
Washington, D.C. 20036 (610) 651-5900
(202) 776-2000
</TABLE>

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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions.

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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

(continued on next page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Aggregate Amount Proposed Maximum
Title of Each Class of to be Aggregate Amount of
Securities to be Registered Registered (1) (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C>
Class A common stock, par value
$0.01 per share (3)............ $300,000,000 $300,000,000 $79,200
Preferred Stock, par value $0.01
per share (4)..................
Warrants or Rights (5)..........
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Total......................... $300,000,000 $300,000,000 $79,200
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</TABLE>
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(1) Such indeterminate number or amount of Class A common stock, preferred
stock, warrants or rights of the Registrant, as may from time to time be
issued at indeterminate prices, with an aggregate initial offering price
not to exceed $300,000,000 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies. Securities
registered hereunder may be sold separately, together or as units with
other securities registered hereunder.
(2) United States dollars or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies estimated in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(o), which permits the registration fee to be
calculated on the basis of the maximum offering price of all the securities
listed, the table does not specify by each class information as to the
amount to be registered, proposed maximum offering price per unit or
proposed maximum aggregate offering price.
(3) An indeterminate number of shares of Class A common stock, par value $0.01
per share, are covered by this Registration Statement. Class A common stock
may be issued (a) separately, (b) upon the conversion of the shares of the
preferred stock which are registered hereby or (c) upon exercise of
warrants to purchase share of Class A common stock. Shares of Class A
common stock issued upon conversion of the preferred stock will be issued
without the payment of additional consideration.
(4) An indeterminate number of shares of preferred stock, par value $0.01 per
share, are covered by this Registration Statement. Shares of preferred
stock may be issued (a) separately or (b) upon exercise of warrants or
rights to purchase shares of preferred stock which are registered hereby.
(5) An indeterminate number of warrants or other rights, each representing the
right to purchase an indeterminate number of securities registered hereby
are covered by this Registration Statement.

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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, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the Securities and Exchange +
+Commission declares our registration statement effective. This preliminary +
+prospectus is not an offer to sell these securities and is not soliciting an +
+offer to buy these securities in any state where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 15, 2000

PROSPECTUS

$300,000,000
TRITON PCS HOLDINGS, INC.

Class A Common Stock

Preferred Stock

Warrants or Other Rights

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This prospectus is part of a shelf registration statement which Triton has
filed with the Securities and Exchange Commission. Under the shelf registration
statement, Triton may offer shares of Class A common stock, shares of preferred
stock, and warrants or other rights to purchase shares of capital stock, all of
which securities combined shall have an aggregate initial public offering price
of $300 million, including the U.S. dollar equivalent if the initial public
offering is denominated in one or more foreign currencies, foreign currency
units or composite currencies.

Under the shelf registration process, we may sell the securities from time to
time in one or more separate offerings, in amounts, at prices and on terms to
be determined at the time of sale.

Our Class A common stock is listed on the Nasdaq National Market under the
symbol "TPCS".

In addition to Class A common stock, we also have shares of Class B non-
voting common stock issued and outstanding. The rights of holders of Class A
common stock and Class B non-voting common stock differ with respect to some
aspects of convertibility and voting. We will not offer or sell any shares of
Class B non-voting common stock under this prospectus.

This prospectus provides a general description of the securities that we may
offer. Each time we sell a particular series of preferred stock, shares of
Class A common stock or warrants or other rights, we will provide a prospectus
supplement which will contain the specific terms of the securities being
offered at that time.

The prospectus supplement may add, update or change information contained in
this prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated by
Reference."

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Investing in the securities involves risks. See "Risk Factors" beginning on
page 2.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

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The securities may be sold directly by us to our stockholders or to
purchasers or through agents on our behalf or through underwriters or dealers
as designated from time to time. If any agents or underwriters are involved in
the sale of any of these securities, the applicable prospectus supplement will
set forth the names of the agents or underwriters and any applicable fees,
commissions or discounts.

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The date of this Prospectus is , 2000.
<PAGE>

TABLE OF CONTENTS

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Page
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PROSPECTUS SUMMARY....................................................... 1
RISK FACTORS............................................................. 2
USE OF PROCEEDS.......................................................... 12
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS............................................................... 12
DESCRIPTION OF CAPITAL STOCK............................................. 13
DESCRIPTION OF WARRANTS AND OTHER RIGHTS................................. 18
PLAN OF DISTRIBUTION..................................................... 19
LEGAL MATTERS............................................................ 20
EXPERTS.................................................................. 20
WHERE YOU CAN FIND MORE INFORMATION...................................... 20
INFORMATION INCORPORATED BY REFERENCE.................................... 20
</TABLE>

You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
offering these securities only in states where the offer is permitted. You
should not assume that the information in this prospectus or any prospectus
supplement, or information we previously filed with the Securities and Exchange
Commission and incorporate here by reference, is accurate as of any date other
than the date on the front of those documents. Our business, financial
condition, results of operations and prospects may have changed since that
date.

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We are a Delaware corporation. Our principal executive offices are located
at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our web site is not part of this
prospectus.

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Special Note Regarding Forward-Looking Statements

This prospectus and the information incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations or of our
financial position or state other "forward-looking" information. We believe
that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or control. The factors listed in the "Risk Factors" section, as well
as any cautionary language in this prospectus and documents incorporated by
reference, provide examples of risk, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in
our forward-looking statements. Before you invest in our securities, you should
be aware that the occurrence of the events described in these risk factors and
elsewhere in this prospectus and in documents incorporated by reference in this
prospectus could have a material adverse effect on our business, results of
operations, financial position and the value of our securities.

i
<PAGE>

PROSPECTUS SUMMARY

This summary highlights basic information about us. It does not contain all
of the information that is important to you. You should read the entire
prospectus carefully, including the section entitled "Risk Factors," as well as
the information incorporated by reference into this prospectus.

Triton

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless PCS, LLC. As part of the agreement,
AT&T Wireless PCS contributed personal communications services licenses for 20
megahertz of authorized frequencies covering 11 million potential customers
within defined areas of our region in exchange for an equity position in
Triton. Since that time, we have expanded our coverage area to include an
additional 2 million potential customers through acquisitions and license
exchanges with AT&T Wireless PCS. As part of the initial transaction, AT&T
Wireless PCS became our largest equity sponsor, and we were granted the right
to be the exclusive provider of wireless mobility services using equal emphasis
co-branding with AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T's wireless systems
in the Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia
markets, which collectively cover a population of more than 27 million
individuals. Our market location is attractive as we are the preferred provider
of wireless mobility services to AT&T's digital wireless customers who roam
into our markets. Our strategy is to provide extensive coverage to customers
within our region, to offer our customers coast-to-coast coverage and to
benefit from roaming revenues generated by AT&T's and other carriers' wireless
customers who roam into our covered area. Our management team is led by Michael
Kalogris and Steven Skinner, the former Chief Executive Officer and Chief
Operating Officer of Horizon Cellular Group, respectively.

Recent Developments

Our network build-out is scheduled for three phases. As of September 30,
2000, we had completed Phase I and Phase II of this build-out and successfully
launched personal communications services all of our 37 markets. Our network in
these 37 markets includes 1,516 cell sites and seven switches. Since we began
offering services in these 37 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have grown
dramatically. Since our initial launch of personal communications services in
January 1999, our subscriber base has grown from 33,844 subscribers to 361,590
subscribers, and roaming minutes generated by non-Triton subscribers have
increased from approximately 0.7 million minutes per month to approximately
37.5 million minutes per month.

We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T and other carriers use compatible wireless
technology. We expect Phase III to be completed by year-end 2001 and to add an
additional 584 cell sites to our network. Upon completion of Phase III, our
network will include approximately 2,100 cell sites and seven switches and span
approximately 18,000 highway miles.

On September 14, 2000, Triton PCS, Inc., our wholly-owned subsidiary,
amended and restated its senior secured bank facility with a group of lenders,
increasing aggregate borrowing capacity to $750.0 million. As of September 30,
2000, Triton PCS had drawn $150.0 million under its Tranche A term loan
maturing on August 4, 2006 and $150.0 million under its Tranche B term loan
maturing May 4, 2007, both of which it expects to use to fund future
operations.

1
<PAGE>

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition
to the other information in this prospectus and the documents incorporated and
deemed to be incorporated herein by reference, you should carefully consider
the following risks before making an investment decision. Our business,
financial condition and results of operations could be harmed were any of the
following risks or uncertainties to develop into actual events. In such case,
the value of our securities could decline and you might lose all or part of
your investment.

We expect to continue to incur operating losses.

We expect to continue to incur operating losses while we develop and
construct our personal communications services network and build our customer
base. Now that we have completed Phase I and Phase II of our network build-out,
our operating profitability will depend on our ability to:

. market our services successfully;

. achieve our projected market penetration;

. manage customer turnover rates effectively; and

. price our services competitively.

We may not be able to successfully accomplish these tasks, and if we do not, we
may not be able to achieve operating profitability or positive cash flow from
operating activities in the future. Personal communications services systems
have a limited operating history in the United States, and our operation of
these systems in our markets may not become profitable.

If we are not able to complete our personal communications services network, we
may not be successful.

In order for us to complete our personal communications services network and
to provide our wireless communications services to customers throughout our
licensed area, we must successfully:

. lease or otherwise obtain rights to a sufficient number of cell and
switch sites for the location of our base station equipment;

. expand our existing customer service, network management and billing
systems; and

. complete the purchase and installation of equipment, build out the
physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should there
be delays or other problems.

If AT&T is not successful as a provider of wireless communications, we may not
be successful.

Our results of operations are highly dependent on our relationship with AT&T
and the success of its wireless strategy. AT&T is subject, to varying degrees,
to the economic, administrative, logistical and other risks set forth in this
prospectus. Because we market our products under the AT&T brand name, our
results of operations could be adversely affected if AT&T's reputation as a
wireless provider declines.

2
<PAGE>

We depend on our agreements with AT&T for our success, and we would have
difficulty operating without them.

Our results of operations are dependent upon agreements we have entered
into with AT&T in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if we
fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T
Wireless Services, Inc.'s wireless customers traveling through our areas.
Our roaming agreement with AT&T Wireless Services contemplates that the
roaming rate charges to AT&T Wireless Services for its customers roaming
onto our network will decline over the next several years and may be
renegotiated. The roaming agreement has a 20-year term and may be
terminated by AT&T Wireless Services if we breach any of its material
provisions.

In addition, if AT&T combines with specified entities with over $5 billion
in annual revenues from telecommunications activities, that derive less than
one-third of its aggregate revenues from the provision of wireless
telecommunications and that have personal communications services or cellular
licenses that cover at least 25% of the people covered by our licenses, then
AT&T Wireless PCS may terminate its exclusivity obligations with us in markets
that overlap with markets of those entities. Other providers could then enter
into agreements with AT&T Wireless PCS in those markets, exposing us to
increased competition, and we could lose access to customers.

Our results of operations would be adversely affected if any of our
agreements with AT&T are terminated.

Our agreements with AT&T contain stringent development requirements which, if
not met, will result in the loss of some of our rights under those agreements.

The various agreements we have entered into with AT&T contain requirements
regarding the construction of our network, and, in many instances, these
requirements are more stringent than those imposed by the FCC. Failure to meet
those requirements could result in termination of exclusivity provisions
contained in our agreements with AT&T. We will need to complete the
construction of additional phases of our network on a timely basis to meet
those requirements. The construction of the remainder of our network involves
risks of unanticipated costs and delays.

AT&T Wireless PCS may terminate its exclusivity obligations under our
stockholders' agreement, which could result in increased competition with us
for subscribers who otherwise might use our services that are co-branded with
AT&T.

If AT&T engages in specified business combinations, the exercise of AT&T
Wireless PCS's termination rights under our stockholders' agreement could
result in increased competition detrimental to our business. We cannot assure
you that AT&T will not enter into such a business combination, and the
termination of the non-compete and exclusivity provisions of our stockholders'
agreement could have a material adverse effect on our operations.

AT&T may compete with us, which could cause it to obtain subscribers who
otherwise might use our AT&T-licensed services.

Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless PCS's request. The resale agreement
will allow AT&T Wireless PCS to sell access to, and usage of, our services in
our licensed area on a nonexclusive basis and using the AT&T brand. AT&T
Wireless PCS may be able to develop its own customer base in our licensed area
during the term of the resale agreement.

3
<PAGE>

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the future.
The management of such growth will require, among other things, continued
development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, ability to
attract and retain qualified management personnel and the training of new
personnel. We intend to hire additional personnel in order to manage our
expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the build-out of our
network could have a material adverse effect on our business, results of
operations and financial condition.

Our future growth may require additional significant capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

We will require substantial capital to complete the build-out of our network
and market our personal communications services. Actual amounts of the funds we
require may vary materially from our estimated capital requirements. We would
require additional funds in the event of significant departures from our
current business plan, unforeseen delays, cost overruns, unanticipated
expenses, regulatory changes, engineering design changes and other
technological risks or if we acquire additional licenses. We engage, from time
to time, in discussions with AT&T Wireless Services regarding possible
acquisitions of additional personal communications services licenses from them.
We may also engage in discussions regarding future acquisitions of cellular
licenses within our currently licensed area. Sources of funding for our further
financing requirements may include any or all of the following:

. vendor financing;

. public offerings or private placements of equity and debt securities;

. commercial bank loans;

. additional capital contributions from equity investors; and

. equipment lease financing.

Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, it may not be available on a
timely basis, on terms acceptable to us and within the limitations contained in
the indenture governing our 11% senior subordinated discount notes due 2008,
our credit facility and any new financing arrangements. Failure to obtain any
appropriate financing, should the need for it develop, could result in the
delay or abandonment of our development and expansion plans and our failure to
meet regulatory requirements. It could also impair our ability to meet our debt
service requirements, and could have a material adverse effect on our business.

Our substantial amount of debt makes us especially susceptible to competition
and market fluctuations.

The degree to which we are leveraged increases our vulnerability to:

. changes in general economic conditions;

. increases in prevailing interest rates; and

. competitive pressures on pricing.

In addition, the fact that we may be more leveraged than some of our
competitors may become a competitive disadvantage.

4
<PAGE>

Competitors who entered the wireless communications market before us may be
better positioned than we are to attract customers.

Competitors who entered the wireless communications services market before
us may have a significant time-to-market advantage over us. As a newer entrant
in the market, we may have to engage in significant and prolonged discounting
to attract customers, which would materially adversely affect our business. We
may not be able to compete successfully with competitors who have a significant
time-to-market advantage.

We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our competitors
have substantially greater financial, technological, marketing and sales and
distribution resources than we do. Some of our competitors have more extensive
coverage within our licensed areas than we provide and also have broader
regional coverage. Airtime and monthly access rates may continue to decline due
to competition, and we may have to significantly discount our prices over a
long period of time to attract customers, which would put downward pressure on
our prices and make it more difficult for us to achieve positive cash flow.

Some competitors may have different or better technology than we do and may
attract more customers.

We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. We may compete in the future
with companies who offer new technologies. These technologies may have
advantages over our technology and may attract our customers.

Competitors who offer more services than we do may attract customers.

Some of our competitors market other services, such as traditional telephone
services, cable television access and access to the Internet, together with
their wireless communications services, which makes their services more
attractive to customers.

In addition, we expect that in the future, providers of wireless
communications services will compete more directly with providers of
traditional landline telephone services, energy companies, utility companies
and cable operators who expand their services to offer communications services.

We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.

In 1999, approximately 33.2%, and in the nine months ended September 30,
2000, approximately 28.9%, of our revenues were derived from roaming as the
result of payments by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T Wireless Services's customers. Our coverage area includes a
number of resort areas that contribute to our roaming revenue. As a result, our
roaming revenue increases during vacation periods, introducing a measure of
seasonality to our revenue and net income.

The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in end-user requirements and preferences. We may lose
customers if we fail to keep up with these changes.

5
<PAGE>

We depend on consultants and contractors to build out our network, and if any
of them fails to perform its obligation to us, we may not complete the
construction of our network on a timely basis.

We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these
consultants or contractors to fulfill its contractual obligations could
materially delay the construction of our personal communications services
network, which could slow our growth and our ability to compete in the wireless
communications industry and could materially adversely affect our financial
condition and results of operations.

Difficulties in obtaining infrastructure equipment may affect our ability to
construct our network, meet our development requirements and compete in the
wireless communications industry.

We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog of orders. Accordingly,
the lead time for the delivery of this equipment may be long. Some of our
competitors purchase large quantities of communications equipment and may have
established relationships with the manufacturers of this equipment, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. We also purchase a significant amount of handsets from a few
providers. Handsets are in high demand, and some providers have had a
substantial backlog of orders. If Ericsson or any other vendor fails to deliver
equipment to us in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors. In addition, we
may be unable to satisfy the requirements regarding the construction of our
network contained in FCC regulations and our agreements with AT&T. Any of these
outcomes could lessen our revenue.

Many personal communications services providers have experienced a high rate of
customer turnover which, if it affects us, may reduce our revenues.

Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including network coverage, reliability issues such as blocked and dropped
calls, handset problems, non-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could reduce our revenues and have a material adverse effect on our
competitive position and results of operations.

We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the FAA, regulates tower marking and lighting.
Additionally, the FCC has adopted rules to implement provisions of the
Telecommunications Act of 1996 that are designed to ensure that personal
communications services handsets and other technological equipment are
accessible to people with disabilities. We cannot assure you that either the
FCC, the FAA or the state and local agencies having jurisdiction over our
business will not adopt regulations or take other actions that would adversely
affect our business.

Our principal assets are our licenses from the FCC to provide cellular and
personal communications services. Our loss of any of those licenses would have
a material adverse effect on our business. Our FCC licenses are subject to
renewal and revocation. The FCC initially granted AT&T Wireless PCS the
personal communications services licenses on June 23, 1995.

6
<PAGE>

Our success depends on our ability to attract and retain qualified personnel.

A small number of key executive officers manage our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we cannot assure
you that we will be successful in retaining our key personnel or in attracting
and retaining other highly qualified technical and management personnel. We do
not presently maintain key-man life insurance on any of our executives or other
employees.

We will likely incur operating costs due to unauthorized use of our network.

As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers for
unbillable fraudulent roaming.

The technologies that we use may become obsolete, which would limit our ability
to compete effectively and may result in increased costs to adopt a new
technology.

If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We have employed digital wireless
communications technology using the current time division multiple access/IS-
136 standards. Other digital technologies such as code division multiple access
and global system for mobile communications may ultimately prove to be more
advantageous than time division multiple access. It is anticipated that code
division multiple access technology-based personal communications services
providers will own licenses covering virtually all of the United States
population. In addition, it is possible that a digital transmission technology
other than time division multiple access technology (including global system
for mobile communications, the prevalent standard in Europe) may gain
sufficient acceptance in the United States to adversely affect the resources
currently devoted by vendors to improving time division multiple access
technology. If another technology becomes the preferred industry standard, we
may be at a competitive disadvantage, and competitive pressures may require us
to change our digital technology at substantial cost. We may not be able to
respond to those pressures and implement new technology on a timely basis, or
at an acceptable cost. If time division multiple access technology becomes
obsolete at some time in the future, and we are unable to effect a cost-
effective migration path, it could materially and adversely affect our
financial condition, results of operations and liquidity. Time division
multiple access/IS-136 standards may not always meet or exceed the capabilities
and quality of other technologies.

Although all three standards are digital transmission technologies and share
certain basic characteristics that differentiate them from analog transmission
technology, they are not compatible or interchangeable with each other. In
order to roam in other markets where no personal communications services
licensee utilizes the time division multiple access technology standard, our
subscribers must utilize tri-mode handsets to use an analog or digital cellular
system in such markets. Generally, tri-mode handsets are more expensive than
single- or dual-mode handsets. The higher cost of these handsets may impede our
ability to attract subscribers or achieve positive cash flow as planned.

In addition, if AT&T Wireless PCS adopts a new technology other than time
division multiple access digital technology, and we do not adopt the new
technology, our exclusivity rights will terminate under our agreements with
AT&T. We may not be able to successfully purchase and install the equipment
necessary to allow us to convert to a new or different technology or to adopt a
new or different technology at an acceptable cost, if at all. In addition, the
technologies that we choose to invest in may not lead to successful
implementation of its business plan.

7
<PAGE>

If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.

Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may have the
effect of discouraging the use of wireless handsets, which would decrease
demand for our services. During the past two years, the FCC has updated the
guidelines and methods it uses for evaluating radio frequency emissions from
radio equipment, including wireless handsets. In addition, interest groups have
requested that the FCC investigate claims that time division multiple access
and other digital technologies pose health concerns and cause interference with
hearing aids and other medical devices. Although the updates impose new
restrictive standards on radio frequency emissions from lower power devices
such as wireless handsets, all wireless handsets that we offer our customers
comply with the proposed standards.

Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company and may expose us to litigation.

We use the SunCom brand name to market our products and services in
conjunction with another member of the AT&T Wireless Network, TeleCorp PCS, in
order to broaden our marketing exposure and share the costs of advertising. It
is possible that our reputation for quality products and services under the
SunCom brand name will be associated with the reputation of TeleCorp PCS, and
any unfavorable consumer reaction to TeleCorp PCS could harm consumer
perception of the SunCom brand name and, in turn, could adversely affect our
own reputation.

The State of Florida has contacted AT&T concerning its alleged rights in the
trademark SunCom. The State of Florida uses the trademark SunCom for a
communications network used solely by state agencies in the State of Florida
and certain not-for-profit entities that conduct a threshold level of business
with the State of Florida. If we are not successful in reaching an amicable
resolution with the State of Florida regarding the SunCom trademark, we may
need to litigate to determine the scope of the rights of the State of Florida
with respect to the SunCom trademark. The outcome of any litigation is
uncertain, and we may not have a continuing right to use the SunCom brand name
in the areas in which the State of Florida has done business under the SunCom
trademark.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations, and our subsidiaries are subject to various agreements and
laws that restrict their ability to distribute funds to us.

We are a holding company with no direct operations and no significant assets
other than the stock of our subsidiaries. We depend on the cash flows of our
subsidiaries to meet our obligations and to pay any potential dividends. The
ability of our subsidiaries to distribute funds to us is and will be restricted
by the terms of existing and future indebtedness, including our credit facility
and indenture, and by applicable state laws that limit the payments of
dividends.

Our debt instruments contain restrictive covenants that may limit our operating
flexibility.

The documents governing our indebtedness, including our credit facility and
indenture, contain significant covenants that limit our ability to engage in
various transactions and, in the case of the credit facility, require
satisfaction of specified financial performance criteria. In addition, under
each of these documents, the occurrence of specific events, in some cases after
notice and grace periods, would constitute an event of default permitting
acceleration of the respective indebtedness. The limitations imposed by the
documents governing our

8
<PAGE>

outstanding indebtedness are substantial, and failure to comply with them could
have a material adverse effect on our business. We are in full compliance with
our debt covenants as of the date of this prospectus.

A limited number of stockholders owns a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different than yours, the result could be that we will take
actions that are not in your interest.

Chase Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
Management Incorporated, Toronto Dominion Capital (USA), Inc., First Union
Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P., our principal
institutional investors, in the aggregate, currently control approximately
66.5% of our total voting power, and Michael Kalogris and Steven Skinner
control approximately 9.1% of our total voting power, in the aggregate. Those
stockholders, other than J. P. Morgan Investment Corporation, have agreed that
they will vote their shares together to elect two of our directors and, so long
as AT&T Wireless PCS has the right to nominate a director under our certificate
of incorporation, to elect AT&T Wireless PCS's nominee. As a result of their
share ownership, these institutional investors and our management, if their
interests are aligned or if they decide to vote their shares together, have the
ability to control our future operations and strategy. Conflicts of interest
between the institutional investors and management stockholders and our public
stockholders may arise with respect to sales of shares of Class A common stock
owned by the institutional investors and management stockholders or other
matters. For example, sales of shares by the institutional investors and
management stockholders could result in a change of control under our credit
facility, which would constitute an event of default under the credit facility,
and under our indenture, which would require us to offer to repurchase our
senior subordinated discount notes. In addition, the interests of our
institutional investors and other existing stockholders regarding any proposed
merger or sale may differ from the interests of our public stockholders,
especially if the consideration to be paid for the Class A common stock is less
than the price paid by public stockholders.

In an investors' agreement, the cash equity investors have agreed that
specified cash equity investors other than J.P. Morgan Investment Corporation
who sell their shares of common stock may require the other cash equity
investors to also participate in any such sale. As a result, cash equity
investors holding less than a majority of the shares of common stock may have
the effective right to sell control of Triton.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors that may not be resolved in our
favor.

Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations, and our
subsidiaries are subject to various agreements and laws that restrict their
ability to distribute funds to us."

9
<PAGE>

Our stock price is highly volatile.

The market price of our stock is highly volatile and subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities analysts
and investors;

. changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;

. changes in market valuations of other personal communications and
telecommunications services companies;

. announcements of technological innovations or new services by us or our
competitors; announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments;

. additions or departures of key personnel;

. future sales of our securities; and

. stock market price and volume fluctuations.

Stock markets in the United States often experience extreme price and volume
fluctuations. Market fluctuations, as well as general political and economic
conditions such as a recession or interest rate or currency rate fluctuations,
could adversely affect the market price of our stock.

Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.

Provisions of our certificate of incorporation and bylaws, provisions of our
debt instruments and other agreements, and provisions of applicable Delaware
law and applicable federal and state regulations may discourage, delay or
prevent a merger or other change of control that holders of our securities may
consider favorable. These provisions could:

. have the effect of delaying, deferring or preventing a change in control
of our company;

. discourage bids for our securities at a premium over the market price;

. adversely affect the market price of, and the voting and other rights of
the holders of, our securities; or

. impede the ability of the holders of our securities to change our
management.

In addition, our stockholders' agreement, credit facility and indenture for
our outstanding public debt contain limitations on our ability to enter into
change of control transactions.

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

Limitation of Liability and Indemnification Matters

10
<PAGE>

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. Our certificate of incorporation limits the liability
of our directors to Triton or our stockholders to the fullest extent permitted
by the Delaware statute. Specifically, the directors will not be personally
liable for monetary damages for breach of a director's fiduciary duty as a
director, except for liability:

. for any breach of the director's duty of loyalty to Triton or its
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. 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

. for any transaction from which a director derived an improper personal
benefit.

The inclusion of this provision in our 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 Triton and its
stockholders. In addition, we have purchased directors' and officers' liability
insurance coverage for our directors and certain of our officers in amounts
customary for similarly situated companies. Under the applicable provisions of
the Delaware General Corporation Law, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceedings
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons only if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. Our certificate of
incorporation gives us the power to indemnify our officers, directors,
employees and agents to the fullest extent permitted by Delaware law. We have
entered into indemnification agreements with each of our directors and certain
of our executive officers which generally provide for indemnification of the
director or executive officer to the fullest extent provided by law.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to our certificate of incorporation, we have been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

11
<PAGE>

USE OF PROCEEDS

Unless we state otherwise in the accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered in such
prospectus supplement for general corporate purposes, which may include
additions to working capital, repayment or redemption of existing indebtedness
and financing of capital expenditures and acquisitions. We may borrow
additional funds from time to time from public and private sources on both a
long-term and short-term basis and may sell commercial paper to fund our future
capital and working capital requirements in excess of internally generated
funds.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The following table sets forth our deficiency of earnings to combined fixed
charges and preferred stock dividends for the periods indicated. The ratio of
earnings to combined fixed charges and preferred stock dividends is computed by
dividing the combination of fixed charges and preferred stock dividends into
earnings, as defined. Earnings include income before taxes, plus fixed charges,
plus amortization of capitalized interest, less capitalized interest costs.
Fixed charges include interest expense, capitalized interest, amortization of
debt discount, amortization of capitalized expenses related to debt and one-
third of rental expense attributable to the interest factor. On this basis,
earnings for the periods shown were not adequate to cover fixed charges and
preferred stock dividends; therefore, the amount of the deficiency is shown.

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
----------------------- -----------------
1997 1998 1999 1999 2000
-------------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Deficiency of earnings to combined
fixed charges and preferred
dividends......................... 3,961 42,998 170,385 110,616 139,518
</TABLE>

12
<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of Triton's capital stock sets forth general terms
and provisions of the particular issuance of capital stock to which any
prospectus supplement may relate. The prospectus supplement will describe the
particular terms of any sale of capital stock and the extent, if any, to which
such general provisions will not apply to such sale. The following description
also sets forth selected provisions of Triton's second restated certificate of
incorporation and amended and restated bylaws. This description is a summary
only and is qualified in its entirety by Triton's certificate of incorporation
and bylaws, which are incorporated as exhibits to the registration statement of
which this prospectus is a part.

Our authorized capital stock consists of:

. 580,000,000 shares of common stock, par value $0.01 per share, including:

(a) 520,000,000 shares designated Class A common stock; and

(b) 60,000,000 shares designated Class B non-voting common stock; and

. 70,000,000 shares of preferred stock, par value $0.01 per share,
including:

(a) 1,000,000 shares designated Series A convertible preferred stock;

(b) 50,000,000 shares designated Series B preferred stock;

(d) 16,000,000 shares designated Series D convertible preferred stock.

As of September 30, 2000, there were outstanding: 54,067,172 shares of Class
A common stock; 8,210,827 shares of Class B non-voting common stock; 786,253
shares of Series A preferred stock; no shares of Series B preferred stock or
Series C preferred stock; and 543,683 shares of Series D preferred stock.

Common Stock

Class A Common Stock. Each holder of Class A common stock is entitled to one
vote for each share of Class A common stock on all matters on which
stockholders generally are entitled to vote and to all other rights, powers and
privileges of stockholders under Delaware law. Upon the dissolution,
liquidation or winding up of Triton, after any preferential amounts to be
distributed to the holders of the preferred stock then outstanding have been
paid or declared and funds sufficient for payment in full have been set apart
for payment, the holders of the Class A common stock and the Class B non-voting
common stock will be entitled to receive all the remaining assets of Triton
legally available for distribution to its stockholders in proportion to the
number of shares of common stock held by them.

Class B Non-Voting Common Stock. The Class B non-voting common stock is
identical in all respects to the Class A common stock, except that holders of
shares of Class B non-voting common stock shall not have the right to vote on
any matters to be voted on by our stockholders. Shares of Class B non-voting
common stock are convertible at the option of the holder at any time on a one-
for-one basis into shares of Class A common stock, except that shares of Class
B non-voting common stock held by J.P. Morgan Investment Corporation are
convertible only upon receipt by Triton of a written opinion of counsel to the
effect that J.P. Morgan Investment Corporation should not be considered an
affiliate of Triton after giving effect to the conversion. In addition, shares
of Class B non-voting common stock transferred by J.P. Morgan Investment
Corporation to anyone other than its affiliates, after giving effect to the
conversion, convert automatically on a one-for-one basis into shares of Class A
common stock.

13
<PAGE>

Preferred Stock

Subject to the approval of the holders of shares of certain series of
preferred stock in specified circumstances, Triton may issue preferred stock
with such designations, powers, preferences and other rights and
qualifications, limitations and restrictions as Triton's board of directors may
authorize, including, but not limited to:

. the distinctive designation of each series and the number of shares that
will constitute the series;

. the voting rights, if any, of shares of the series;

. the dividend rate on the shares of the series, any restriction,
limitation or condition upon the payment of dividends, whether dividends
will be cumulative and the dates on which dividends are payable;

. the prices at which, and the terms and conditions on which, the shares of
the series may be redeemed, if the shares are redeemable;

. the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares in the series;

. any preferential amount payable upon shares of the series in the event of
the liquidation, dissolution or winding up of Triton or the distribution
of its assets; and

. the prices or rates of conversion at which, and the terms and conditions
on which, the shares of such series may be converted into other
securities, if such shares are convertible.

The table below summarizes the principal terms of our preferred stock:

Principal Terms of Preferred Stock

<TABLE>
<CAPTION>
Terms Series A Series B Series C Series D
----- ------------------- -------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Dividends............... Quarterly cash Same as Series No fixed dividends, Same as Series C
dividends at annual A but participates
rate of 10% of the with Class A common
accreted value of stock on an as-
Series A, but cash converted basis
dividend payments
may be deferred
until June 30, 2008

No dividends may be No dividend or
paid on any junior distribution may be
preferred stock or paid on common
common stock stock unless Series
without the consent C receives a
of the Series A dividend or
holders distribution as
well, payment to be
based on a formula

Convertibility.......... At the holder's None At the holder's At the holder's
option, on or after option, at any time option, at any time
February 4, 2006, at a rate of one at a rate of one
each share of share of Class A share of Series C
Series A preferred common stock for for each share of
stock will convert each share of Series D (subject
into a number of Series C (subject to anti-dilution
shares of Class A to anti-dilution provisions)
common stock equal provisions)
to $100 plus all
unpaid dividends on
such Series A
preferred share
divided by the fair
market value of a
share of Class A
common stock
</TABLE>

14
<PAGE>

Principal Terms of Preferred Stock

<TABLE>
<CAPTION>
Terms Series A Series B Series C Series D
----- ------------------- -------------- ------------------- -------------------
<S> <C> <C> <C> <C>
At the holder's
option, at any time
at a rate of one
share of Class A
common stock for
each share of
Series D (subject
to anti-dilution
provisions)

Holder may elect, Holder may elect, Holder may elect by
by written notice, by written notice, written notice, to
to receive shares to receive shares receive shares of
of Class B non- of Class B non- Class B non-voting
voting common stock voting common stock common stock
instead of Class A instead of Class A instead of Class A
common stock common stock common stock

Liquidation Preference.. $100 per share plus Same as Series $100 per share $100 per share
all accrued but A (subject to (subject to
unpaid dividends, customary anti- customary anti-
whether or not dilution dilution
declared (subject provisions), but provisions), but
to customary anti- junior to Series A junior to Series A
dilution and Series B and and Series B and
provisions) junior to Series D senior to Series C
with respect to a with respect to a
statutory statutory
liquidation liquidation

Voting.................. Limited class Limited class Votes with Class A Limited class
voting rights voting rights common stock on an voting rights
as-converted basis

Entitled to Additional class
nominate one of the voting rights
Class II directors
so long as initial
holder owns at
least two-thirds of
the Series A shares
it owned on
February 4, 1998

Redemption.............. At our option on or At our option At our option, Same as Series C
after February 4, at any time requires prior
2008 affirmative vote or
written consent of
all holders of
outstanding Series
C shares, all
holders of
outstanding Series
D shares and any
other holders of
capital stock as
required by the
certificate of
incorporation

At the holder's Same as Series
option on or after A
February 4, 2018
</TABLE>

15
<PAGE>

Anti-Takeover Provisions

Delaware law, our certificate of incorporation, our bylaws and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by means
of changes to our governing documents or a proxy contest.

Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested stockholders
for a period of three years following the time that person became an interested
stockholder, unless any of the following occurs:

. the transaction resulting in a person's becoming an interested
stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder;

. the interested stockholder acquires 85% or more of the outstanding voting
stock of the corporation in the same transaction that makes the person an
interested stockholder, excluding shares owned by persons who are both
officers and directors of the corporation and shares held by employee
stock ownership plans; or

. on or after the date the person became an interested stockholder, the
business combination is approved by the corporation's board of directors
and by the holders of at least 66 2/3% of the corporation's outstanding
voting stock at a stockholder meeting, excluding shares held by the
interested stockholder.

An interested stockholder is defined as any person that is:

. the owner of 15% or more of the outstanding voting stock of the
corporation; or

. an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it is
sought to be determined whether the person is an interested stockholder.

Nomination and Election of Directors. Our certificate of incorporation,
bylaws and the stockholders' agreement contain provisions which affect the
nomination and election of directors to our board. Our board of directors
consists of seven directors, and each director serves until his or her
successor has been duly elected and qualified, or until his or her earlier
death, resignation or removal. Our board of directors is divided into three
classes of directors. Each class serves a staggered three-year term. As a
result, approximately one-third of the board of directors are elected each
year. Generally a director will stand for election only once every three years.
The classified board provision could have the effect of discouraging a third
party from making a tender offer or otherwise attempting to obtain control of
us, even though the attempt might be beneficial to us and our stockholders. In
addition, the classified board provision could delay stockholders who do not
agree with the policies of the board from removing a majority of the board for
two years. Under our certificate of incorporation, as long as AT&T Wireless PCS
owns at least two-thirds of the number of shares of Series A preferred stock
that it owned on February 4, 1998, it has the exclusive right, voting
separately as a single class, to nominate one of the Class II directors. Each
of the stockholders party to the stockholders' agreement, other than J. P.
Morgan Investment Corporation, has agreed to vote all its shares of Series C
preferred stock or Class A common stock held of record by it to cause the
election of two directors selected by the cash equity investors and the
election of the nominee selected by AT&T Wireless PCS and their continuation in
office. Any amendment to our certificate of incorporation must be approved by
the affirmative vote of the holders of shares of Series C preferred stock and
Class A common stock representing at least two-thirds of the votes entitled to
be cast for the election of directors, voting together as a single class,
subject to the separate class vote requirements relating to any class or series
of preferred stock. Our bylaws may be amended in the same manner as provided in
our certificate of incorporation or, alternatively, by a resolution adopted by
a majority of our board of directors at any special or regular meeting of the
board or by unanimous written consent, although amendments to the provisions
regarding election of directors require the approval of the holders of capital
stock entitled to nominate any of our directors.

16
<PAGE>

Other Provisions. Our certificate of incorporation and bylaws provide, in
general, that:

. the directors in office will fill any vacancy or newly created
directorship on the board of directors, with any new director to serve
for the remaining term of the class of directors to which he is elected,
except that any vacancy that was left by a nominee of a stockholder
entitled to nominate such nominee will be filled by a new director
selected by such holder; and

. directors may be removed only for cause and only by the affirmative vote
of the holders of a majority of the outstanding shares of voting stock
cast, at an annual or special meeting or by written consent, except any
director nominated by any holder of our preferred stock having the right
to nominate such director may be removed and replaced by such holder with
or without cause.

The bylaws also require that stockholders wishing to bring any business,
including director nominations, before an annual meeting of stockholders
deliver written notice to us not less than 60 days or more than 90 days prior
to the date of the annual meeting of stockholders. If, however, less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder must be delivered to us not
later than the close of business on the tenth day following the day on which we
publicly announce the date of our annual meeting. The bylaws further require
that the notice by the stockholder set forth, among other things:

. a description of the business to be brought before the meeting, including
information with respect to a nominated director;

. the reasons for conducting the business at the meeting;

. specific information concerning the stockholder proposing the business
and the beneficial owner, if any, on whose behalf the proposal is made;

. a description of all arrangements and understandings between or among the
stockholder delivering the notice and any other person or persons,
including any director nominee where applicable, with a material interest
in the business to be brought before the meeting; and

. with respect to notice nominating a director, any other information
relating to the director nominee and the nominating stockholder that
would be required to be disclosed in a proxy statement or other similar
filing with the SEC.

The foregoing provisions regarding director nomination procedures do not
apply to holders of our capital stock who have the right to nominate directors.
The provisions of the certificate of incorporation and bylaws relating to
removal of directors and advance notice of stockholder proposals may discourage
or make more difficult the acquisition of control of us by means of a tender
offer, open market purchase, proxy contest or otherwise. These provisions may
have the effect of discouraging specific types of coercive takeover practices
and inadequate takeover bids and may encourage persons seeking to acquire
control of us first to negotiate with the board of directors.

Transfer Agent

The transfer agent and registrar for the Class A common stock is Equiserve
(BankBoston).

17
<PAGE>

DESCRIPTION OF WARRANTS AND OTHER RIGHTS

We may issue warrants and other rights to purchase our securities, including
rights to receive payment in cash or securities based on the value, rate or
price of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing. Warrants or
rights may be issued independently or together with any securities and may be
attached to or separate from such securities. Each series of warrants or rights
will be issued under a separate warrant or rights agreement to be entered into
between us and a warrant or rights agent. The following description sets forth
certain general terms and provisions of the warrants and rights offered hereby.
Further terms of the warrants and rights and the applicable warrant or rights
agreement will be set forth in the applicable prospectus supplement.

The applicable prospectus supplement will describe the following terms of
any warrants or rights in respect of which this prospectus is being delivered:

. the title of such warrants or rights;

. the aggregate number of such warrants or rights;

. the price or prices at which such warrants or rights will be issued;

. the currency or currencies, including composite currencies, in which the
price of such warrants or rights may be payable;

. the securities or other securities or rights of ours, including rights to
receive payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies or indices, or
securities of other issuers or any combination of the foregoing
purchasable upon exercise of such warrants or rights;

. the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of such
warrants or rights may be purchased;

. the date on which the right to exercise such warrants or rights shall
commence and the date on which such right shall expire;

. if applicable, the minimum or maximum amount of such warrants or rights
which may be exercised at any one time;

. if applicable, the designation and terms of the securities with which
such warrants or rights are issued and the number of such warrants or
rights issued with each such security;

. if applicable, the date on and after which such warrants or rights and
the related securities will be separately transferable;

. information with respect to book-entry procedures, if any;

. if applicable, a discussion of certain United States Federal income tax
considerations; and

. any other terms of such warrants or rights, including terms, procedures
and limitations relating to the exchange and exercise of such warrants or
rights.

18
<PAGE>

PLAN OF DISTRIBUTION

Triton may sell the securities to one or more underwriters or dealers for
public offering and sale by them, or it may sell the securities to investors
directly or through agents. The accompanying prospectus supplement will set
forth the terms of the offering and the method of distribution and will
identify any firms acting as underwriters, dealers or agents in connection with
the offering, including:

. the name or names of any underwriters;

. the purchase price of the securities;

. any underwriting discounts and other items constituting underwriters'
compensation;

. any public offering price and the net proceeds we will receive from such
sale;

. any discounts or concessions allowed or reallowed or paid to dealers; and

. any securities exchange or market on which the securities offered in the
prospectus supplement may be listed.

Only those underwriters identified in such prospectus supplement are deemed
to be underwriters in connection with the securities offered in the prospectus
supplement.

Triton may distribute the securities from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at prices
determined as the prospectus supplement specifies. Triton may sell securities
through a rights offering, forward contracts or similar arrangements. In
connection with the sale of the securities, underwriters, dealers or agents may
be deemed to have received compensation from Triton in the form of underwriting
discounts or commissions and also may receive commissions from securities
purchasers for whom they may act as agent. Underwriters may sell the securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or commissions from
the purchasers for whom they may act as agent. Some of the underwriters,
dealers or agents who participate in the securities distribution may engage in
other transactions with, and perform other services for, Triton and its
subsidiaries in the ordinary course of business.

Any underwriting discounts or other compensation which we pay to
underwriters or agents in connection with the securities offering, and any
discounts, concessions or commissions which underwriters allow to dealers, will
be set forth in the prospectus supplement. Underwriters, dealers and agents
participating in the securities distribution may be deemed to be underwriters,
and any discounts and commissions they receive and any profit they realize on
the resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters and their
controlling persons, dealers and agents may be entitled, under agreements
entered into with Triton, to indemnification against and contribution toward
specific civil liabilities, including liabilities under the Securities Act.

19
<PAGE>

LEGAL MATTERS

Dow, Lohnes & Albertson, PLLC of Washington, D.C. will pass upon the
validity of the securities offered hereby for Triton. Certain members of Dow,
Lohnes & Albertson, PLLC own shares of our Class A common stock.

EXPERTS

The consolidated financial statements of Triton PCS Holdings, Inc.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
of Triton PCS Holdings, Inc. for the year ended December 31, 1999, have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc., as of December 31, 1996 and 1997 and for the three years in the
period ended December 31, 1997 are incorporated in this prospectus by reference
from Triton's Current Report on Form 8-K, dated November 9, 2000, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report, which is incorporated herein by reference with respect to those
financial statements, and have been so incorporated in reliance upon the
authority of said firm as experts in accounting and auditing in giving that
report.

WHERE YOU CAN FIND MORE INFORMATION

Triton is subject to the informational requirements of the Securities
Exchange Act of 1934 and files reports, proxy statements and other information
with the Securities and Exchange Commission. Our Securities and Exchange
Commission filings are available over the Internet at the Securities and
Exchange Commission's web site at http://www.sec.gov. You also may read and
copy any document that we file at the Securities and Exchange Commission's
public reference rooms located at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the regional offices of the Securities and Exchange Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
or obtain copies of such materials by mail. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges, as well as the Public Reference
Section's charges for mailing copies of the documents that we have filed.

INFORMATION INCORPORATED BY REFERENCE

Triton files periodic reports with the Securities and Exchange Commission.
Securities and Exchange Commission rules permit Triton to incorporate these
filings by reference into this prospectus. By incorporating Triton's Securities
and Exchange Commission filings by reference, the following documents are made
a part of this prospectus:

. Triton's quarterly reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000;

. Triton's annual report on Form 10-K for the year ended December 31, 1999;

. Triton's amended report on Form 10-K/A for the year ended December 31,
1999;

. Triton's definitive proxy statement for the 2000 annual meeting of
stockholders, dated April 7, 2000;

. Triton's registration statement on Form 8-A filed on September 23, 1999;

. Triton's Current Report on Form 8-K, dated November 1, 2000; and

. Triton's Current Report on Form 8-K, dated November 9, 2000.

All documents which Triton will file with the Securities and Exchange
Commission, under the terms of Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this

20
<PAGE>

prospectus and prior to the termination of any offering of securities offered
by this prospectus shall be deemed to be incorporated by reference in, and to
be a part of, this prospectus from the date such documents are filed. Triton's
Securities and Exchange Commission file number for Exchange Act documents is 1-
15325. Triton will provide without charge, to any person who receives a copy of
this prospectus and the accompanying prospectus supplement, upon such
recipient's written or oral request, a copy of any document this prospectus
incorporates by reference, other than exhibits to such incorporated documents,
unless such exhibits are specifically incorporated by reference in such
incorporated document. Requests should be directed to:

Daniel E. Hopkins
Vice President of Finance & Treasurer
Triton PCS Holdings, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Telephone: (610) 651-5900

Any statement contained in this prospectus or in a document incorporated in,
or deemed to be incorporated by reference to, this prospectus shall be deemed
to be modified or superseded, for purposes of this prospectus, to the extent
that a statement contained in:

. the prospectus;

. the accompanying prospectus supplement; or

. any other subsequently filed document which also is incorporated by
reference in, or is deemed to be incorporated by reference to, this
prospectus;

modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

21
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following are the expenses of issuance and distribution of the
securities registered hereunder on Form S-3, other than underwriting discounts
and commissions. All amounts except the registration and NASD filing fee are
estimated.

<TABLE>
<S> <C>
Registration fee.................................................... $79,200
NASD filing fee..................................................... 30,500
Legal fees and expenses............................................. *
Accounting fees and expenses........................................ *
Printing and engraving expenses..................................... *
Miscellaneous....................................................... *
Total............................................................. $ *
=======
All of the above expenses have been or will be paid by Triton.
</TABLE>
--------
* To be completed by amendment.

Item 15. 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 second restated certificate of
incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personally 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
Triton 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 second
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 Triton and its stockholders. Under the applicable
provisions of the Delaware General Corporation Law, in general, a corporation
may indemnify its directors, officers, employees or agents against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any action, suit or
proceedings brought by third parties to which they may be made parties by
reason of their being or having been directors, officers, employees or agents
and shall so indemnify such persons only if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe their conduct was unlawful. The second restated
certificate of incorporation gives Triton the power to indemnify its officers,
directors, employees and agents to the fullest extent permitted by Delaware
law, and Triton has entered into indemnification agreements with each director
and certain executive officers which generally provide for indemnification of
the director or executive officer to the fullest extent provided by law.

II-1
<PAGE>

Item 16. Exhibits.

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1-- Form of Underwriting Agreement.

3.1-- Second Restated Certificate of Incorporation of Triton PCS Holdings,
Inc. (incorporated by reference to Exhibit 3.4 of Triton's
Registration Statement on Form S-1 (File No. 333-85149)).

3.2-- Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 of Triton's Registration
Statement on Form S-1 (File No. 333-85149)).

*4.1-- Form of warrant agreement.

4.2-- Indenture, dated as of May 4, 1998, among Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association
(incorporated by reference to Exhibit 4.1 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries
(File No. 333-57715)).

4.3-- First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to
Exhibit 4.1 to the Form 10-Q of Triton PCS, Inc. and its
subsidiaries, for the quarter ended March 31, 1999).

4.4-- First Amended and Restated Stockholders' Agreement, dated as of
October 27, 1999, among AT&T Wireless PCS LLC., Triton PCS Holdings,
Inc., and the cash equity investors and management stockholders
party thereto (incorporated by reference to Exhibit 10.47 to
Triton's Form 10-Q for the quarter ended September 30, 1999).

4.5-- 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., First Union Capital Partners, Inc., DAG-Triton
PCS, L.P., and the stockholders named therein (incorporated by
reference to Exhibit 10.10 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries (File No. 333-57715)).

4.6-- Amendment No. 1 to Investors Stockholders' Agreement, dated as of
October 27, 1999, 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., First Union Capital Partners, Inc.,
DAG-Triton PCS, L.P., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to Triton's Form 10-Q
for the quarter ended September 30, 1999).

*5.1-- Opinion of Dow, Lohnes & Albertson, PLLC.

*12.1-- Statement setting forth computation of ratio of earnings to combined
fixed charges and preferred stock dividends.

23.1-- Consent of PricewaterhouseCoopers LLP.

23.2-- Consent of Arthur Andersen LLP.

*23.3-- Consent of Dow, Lohnes & Albertson, PLLC (contained in their opinion
filed as Exhibit 5.1).

24.1-- Powers of Attorney (included on the signature page).
</TABLE>
--------
* To be filed by amendment.

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<PAGE>

Item 17. 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 this registration statement:

(a) to include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;

(b) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this registration statement; and

(c) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

provided, however, that the undertakings set forth in paragraphs (a) and
(b) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in this 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.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of a registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement 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.

(5) If any of the securities are offered at competitive bidding, (a) to
use its best efforts to distribute prior to the opening of bids, to
prospective bidders, underwriters, and dealers, a reasonable number of
copies of a prospectus which at that time meets the requirements of Section
10(a) of the Securities Act of 1933, and relating to the securities offered
at competitive bidding, as contained in the registration statement,
together with any supplements thereto, and (b) to file an amendment to the
registration statement reflecting the results of bidding, the terms of the
reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities
by the issuer and no reoffering of such securities by the purchasers is
proposed to be made.

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, 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 Act and is,
therefore, unenforceable. In the event that a claim for 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 or proceeding) is asserted 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

II-3
<PAGE>

by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Berwyn, Commonwealth of Pennsylvania, on
November 9, 2000.

TRITON PCS HOLDINGS, INC.

/s/ Michael E. Kalogris
By:_________________________________
Michael E. Kalogris
Chief Executive Officer and
Chairman of the Board of Directors

POWER OF ATTORNEY

Triton PCS Holdings, Inc., a Delaware corporation, and each person whose
signature appears below, constitutes and appoints Michael E. Kalogris and David
D. Clark, and either of them, with full power to act without the other, such
person's true and lawful attorneys-in-fact, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign this registration statement, any subsequent related
registration statement filed pursuant to Rule 462(b) or Rule 462(d) promulgated
under the Securities Act of 1933, and any and all amendments to such
registration statements and other documents in connection therewith, and to
file the same, and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, thereby ratifying and confirming all that said attorneys-in-fact, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of Triton PCS Holdings, Inc. and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Michael E. Kalogris Chief Executive Officer and November 9, 2000
____________________________________ Chairman of the Board of
Michael E. Kalogris Directors (Principal
Executive Officer)

/s/ Steven R. Skinner President, Chief Operating November 9, 2000
____________________________________ Officer and Director
Steven R. Skinner

/s/ David D. Clark Executive Vice President, November 9, 2000
____________________________________ Chief Financial Officer and
David D. Clark Secretary (Principal
Financial Officer)

/s/ William A. Robinson Vice President and November 9, 2000
____________________________________ Controller (Principal
William A. Robinson Accounting Officer)

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Scott I. Anderson Director November 9, 2000
____________________________________
Scott I. Anderson

/s/ John D. Beletic Director November 9, 2000
____________________________________
John D. Beletic

/s/ Arnold L. Chavkin Director November 9, 2000
____________________________________
Arnold L. Chavkin

/s/ John W. Watkins Director November 9, 2000
____________________________________
John W. Watkins

/s/ William W. Hague Director November 9, 2000
____________________________________
</TABLE> William W. Hague

II-6