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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Wireless One, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
97652H100
- --------------------------------------------------------------------------------
(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza, 24th Floor
New York, New York 10112
(212) 408-2416
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 1, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
Note: Schedule filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 21 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 97652H100 Page 2 of 21 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Manhattan Capital, L.P.
(as assignee of Chase Manhattan Capital Corporation)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS (d) OR 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0 (See Items 2, 5 and 6)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFI- 1,991,690 (See Items 2, 5 and 6)
CIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0 (See Items 2, 5 and 6)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,991,690 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,991,690 (See Items 2, 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON*
CO
(Page 2 of 21 Pages)
<PAGE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP No. 97652H100 Page 3 of 21 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chase Venture Capital Associates, L.P.
13-337-6808
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS (d) OR 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
1,482,132 (See Items 2, 5 and 6)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFI- 0 (See Items 2, 5 and 6)
CIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,482,132 (See Items 2, 5 and 6)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,132 (See Items 2, 5 and 6)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
14 TYPE OF REPORTING PERSON*
PN
(Page 3 of 21 Pages)
<PAGE>
CUSIP No. 97652H100 Page 4 of 21 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baseball Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC and AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e). |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 (See Items 2, 5 and 6)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFI- 393,226 (See Items 2, 5 and 6)
CIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0 (See Items 2, 5 and 6)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 393,226 (See Items 2, 5 and 6)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
393,226
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14 TYPE OF REPORTING PERSON*
PN
(Page 4 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Preliminary Note
The information set forth herein has been adjusted to reflect the names
of new general partners of Chase Capital Partners and to reflect an increase in
the number of shares owned by Chase Venture Capital Associates, L.P. as a result
of certain shares being released from escrow and receipt of shares as payment
for directorship services.
Item 1. Security and Issuer.
The information contained in this Item 1 is amended in its entirety to
read as follows:
The name of the issuer is Wireless One, Inc. (the "Company" or the
"Issuer"). The address of the Issuer's principal executive offices is
5551 Corporate Blvd., Suite 2K, Baton Rouge, Louisiana 70809-4115. This
statement relates to the Issuer's Common Stock, $.01 par value (the
"Common Stock").
Item 2. Identity and Background.
The information contained in Item 2 is amended in its entirety to read
as follows:
This statement is being filed by Chase Manhattan Capital, L.P., a
Delaware limited partnership ("CMC, L.P.") (as assignee of Chase Manhattan
Capital Corporation, a Delaware corporation ("CMCC")), Chase Venture Capital
Associates, L.P., a California limited partnership ("CVCA"), and Baseball
Partners, a New York general partnership ("Baseball"). As a result of an
internal reorganization, all of the investment holdings of CMCC were contributed
to CMC, L.P. The principal offices of CMC, L.P., CMCC, CVCA and Baseball are
located at c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York,
New York 10017.
CMC, L.P., CMCC and CVCA are engaged in the venture capital and
leveraged buyout business. The general partner of CVCA is Chase Capital
Partners, a New York general partnership ("CCP"), which is also engaged in the
venture capital and leveraged buyout business and whose principal office is
located at the same address as CVCA.
Mitchell J. Blutt, M.D., and Jeffrey C. Walker are the directors of
CMCC. The executive officers of CMCC are as follows:
Jeffrey C. Walker, Chairman and President
Donna L. Carter, Senior Vice President and Treasurer
Warren P. Leonard, Vice President
P. Jon Masur, Vice President and Controller
Robert C. Carroll, Secretary
Mitchell J. Blutt, M.D., Assistant Secretary.
In addition, each of the individual gerneral partners of CCP listed below is
also a Vice President of CMCC.
The address for each of the directors and executive officers of CMCC, each of
whom is a U.S. citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017. CMCC is a wholly owned subsidiary of The Chase
Manhattan Bank, a New York
(Page 5 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
corporation ("Chase Bank"), which in turn is wholly owned by The Chase Manhattan
Corporation, a Delaware corporation ("Chase").
Set forth below are the names of each general partner of CCP who is a
natural person. Each such general partner is a U.S. citizen whose principal
occupation is general partner of CCP and whose business address (except for Mr.
Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M. B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's principal business office address is c/o Chase Capital Partners,
50 California Street, Suite 2940, San Francisco CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. The remaining
general partners of CCP are Chase Capital Corporation, a New York corporation
("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership
("Principals") and CCP European Principals, L.P., a Delaware limited partnership
("European Principals"), each of whose principal office is located at 380
Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a wholly
owned subsidiary of Chase. The general partner of each of Principals and
European Principals is Chase Capital. Chase Capital, Principals and European
Principals are each engaged in the venture capital and leveraged buyout
business. Set forth in Schedule A hereto and incorporated herein by reference
are the names, business addresses and principal occupations or employments of
each executive officer and director of Chase Capital, each of whom is a U.S.
citizen.
Chase Bank is a New York corporation engaged in the commercial banking
business with its principal office located at 270 Park Avenue, New York, New
York 10017. Set forth in Schedule B hereto and incorporated herein by reference
are the names, business addresses, principal occupations or employments and
citizenship of each executive officer and director of Chase Bank.
Chase is a Delaware corporation engaged (primarily through
subsidiaries) in the commercial banking business with its principal office
located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule C
hereto and incorporated herein by reference are the names, business addresses,
principal occupations or employments and citizenship of each executive officer
and director of Chase.
(Page 6 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Set forth in Schedule D hereto and incorporated herein by reference are
the names, business addresses or residence addresses and principal occupations
or employments of each general partner of Baseball, each of whom is a U.S.
citizen. Baseball is a New York general partnership formed for the purposes of
investing in venture capital and leveraged buyout transactions. The general
partners of Baseball are current and former employees of CCP and CMCC.
To CMC, L.P.'s, CVCA's and Baseball's knowledge, the responses to Items
2(d) and (e) of Schedule 13D are negative with respect to each such entity and
all persons regarding whom information is required hereunder by virtue of each
such entity's responses to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D
Statement require that in addition to CVCA, CMC, L.P. and Baseball the
information called for therein should be given with respect to each of the
persons listed in this Item 2, including CCP, CCP's individual general partners,
Case Capital, Case Capital's executive officers and directors, Principals,
Principals' controlling partners, European Principals, European Principals'
controlling partners. Chase, Chase's executive officers and directors, Chase
Bank, Chase Bank's executive officers and directors, and Baseball's individual
general partners, the information provided in Items 3-6 with respect to CVCA,
CMC, L.P. and Baseball should also be considered fully responsive with respect
to the aforementioned persons who have no separate interests in the Issuer's
Common Stock which is required to be reported thereunder. Although the
definition of "beneficial ownership" in Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to
constitute these persons beneficial owners of the Issuer's Common Stock acquired
by CVCA, CMC, L.P. or Baseball, neither the filing of this statement nor any of
its contents shall be deemed an admission that any of such persons is a
beneficial owner of the Issuer's Common Stock acquired by CVCA, CMC, L.P. or
Baseball or a member of a group together with CVCA, CMC, L.P. or Baseball either
for the purpose of Schedule 13D of the Exchange Act or for any other purpose
with respect to the Issuer's Common Stock.
Item 3. Interest in Securities of the Issuer.
The information contained in Item 3 is amended in its entirety to read
as follows:
CMC, L.P. is deemed to be the beneficial owner of 1,991,690 shares of
the Issuer's Common Stock. CMCC's deemed beneficial ownership represents 11.8%
of the Common Stock outstanding at December 31, 1998. As disclosed in Items 2, 5
and 6, CMC, L.P. has shared voting and dispositive power with respect to such
shares of Common Stock.
CVCA is deemed to be the beneficial owner of 1,482,143 shares of the
Issuer's Common Stock, which amount includes (i) 953,243 shares of the Issuer's
Common Stock which have been released from escrow pursuant to the Merger
Agreement, and (ii) Options to Purchase 2,000 shares of the Issuer's Common
Stock granted to Arnold L. Chavkin for services rendered as a Director of the
Issuer. As a general partner of CCP, Mr. Chavkin is obligated to exercise the
Options upon the CVCA and is further obligated to transfer to CVCA all shares
issued upon the exercise of any of the Options granted to him. The Options were
granted on January 1, 1998, expire on January 1, 2005, have an exercise price of
$2.06 per share and vest as follows: 500 shares on 1/1/99; 500 shares on 1/1/00;
500 shares on 1/1/001; and 500 shares on 1/1/02. CVCA's deemed beneficial
ownership represents 8.8% of the Common Stock outstanding at December 31, 1998.
Except as may otherwise be disclosed in Items 2, 5 and 6, CVCA has sole voting
and dispositive power with respect to such shares of Common Stock.
Baseball is deemed to be the beneficial owner of 393,226 shares of the
Issuer's Common Stock. Baseball's deemed beneficial ownership represents 2.3% of
the Common Stock
(Page 7 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
outstanding at December 31, 1998. As disclosed in Items 2, 5 and 6, Baseball has
shared voting and dispositive power with respect to such shares of Common Stock.
All such ownership percentages of the Issuer's Common Stock reported
herein and in Item 6 below are based on information provided to the Former TWI
Stockholders by the Company in connection with the Merger that there were
13,498,752 issued and outstanding shares of the Company immediately prior to the
Merger and are reported herein to the best knowledge and belief of the reporting
persons.
Except as reported in Items 3-6 herein and incorporated herein by
reference, there have been no transactions in the Common Stock during the past
sixty days which are required to be reported in this Statement. No person other
than CVCA, CMC, L.P. and Baseball has the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of the Common
Stock owned beneficially by CVCA, CMC, L.P. or Baseball, respectively.
Item 4. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The response to Item 4 is amended in its entirety to read as follows:
Reference is made to the information disclosed under Items 2, 3 and 4
of this Statement which is incorporated by reference in response to this Item.
In addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
CCP is the sole general partner of CVCA, the limited partner of CMC,
L.P. and acts as investment manager for CMCC, and has a pecuniary interest in
the securities of the Issuer held by such persons, but the amount of such
interest is not readily determinable because it is contingent on numerous
factors, including vesting and CVCA's, CMC, L.P.'s and CMCC's respective rates
of return. Baseball has agreed to give CCP a proxy to vote the securities of the
Issuer held by Baseball. Baseball has also agreed to enter into certain
"co-sale" and "drag along" agreements with CMC, L.P. and CCP with respect to the
respective securities of the Issuer held by Baseball and CMC, L.P. As a result
of these arrangements and relationships, (i) CCP and its controlling persons may
be deemed to have voting and dispositive power with respect to the securities of
the Issuer held by CVCA, CMC, L.P. and Baseball (constituting in the aggregate
3,867,048 shares of Common Stock of the Issuer, representing an aggregate of
approximately 22.9% of the Issuer's total outstanding Common Stock at December
31, 1997), and (ii) CMC, L.P. may be deemed to have voting and dispositive power
with respect to the securities of the Issuer held by Baseball.
In connection with the consummation of the Merger, certain stockholders
of the Company, including CMC, L.P., CVCA and Baseball (collectively, the "Chase
Entities"), Hans Sternberg, Sean Reilly, Premier Venture Capital Corporation
("Premier"), Advantage Capital Partners, Limited Partnership ("Advantage I"),
Advantage Capital Partners II, Limited Partnership ("Advantage II", and,
together with Hans Sternberg, Sean Reilly, Premier, and Advantage I, the
"Wireless One Holders"), Heartland and certain of its subsidiaries (collectively
"Heartland"), MWTV, VCI and VanCom (MWTV, VCI and VanCom, collectively, the
"Non-Chase Former TruVision Holders") and the Company, entered into an Amended
and Restated Stockholders Agreement, dated as of July 29, 1996 (the
"Stockholders Agreement"). A copy of the Stockholders Agreement is attached
hereto as Exhibit F.
Pursuant to the Stockholders Agreement, the parties thereto agreed to
vote their Common Stock so that the Board of Directors of the Company (the
"Board") will have nine members, one of whom will be designated by a majority of
the shares of Common Stock held by the Non-Chase Former TruVision Holders (who
shall initially be Henry M. Burkhalter), three of
(Page 8 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
whom will be designated by a majority of the shares of Common Stock held by
Heartland (at least one of whom must be independent of Heartland, the Company
and the Wireless One Holders) (the independent director of which shall initially
be Daniel L. Shimer and the two other directors of which shall initially be
David E. Webb and J.R. Holland, Jr.), three of whom will be designated by a
majority of the shares of Common Stock held by the Wireless One Holders (at
least one of whom must be independent of Heartland, the Company and the Wireless
One Holders) (the independent director of which shall initially be William K.
Luby, and the other directors of which shall initially be Sean Reilly and Hans
Sternberg), and two of whom will be designated by the Chase Entities (who shall
initially be Arnold Chavkin and William Van Devender).
The Stockholders Agreement provides, among other things, that (i) no
party to the Stockholders Agreement shall transfer its shares of Common Stock
(other than in a public sale) unless the transferee becomes a party to the
Stockholders Agreement, and (ii) until October 24, 1998, the parties to the
Stockholders Agreement may not (without prior approval of the Board), (a)
acquire (subject to certain exceptions described in the Stockholders Agreement)
any additional equity securities of the Company, (b) solicit proxies or consents
in opposition to solicitations made by or on behalf of the Board or (c) other
than in connection with the Stockholders Agreement, act together with any other
person to acquire, hold, vote or dispose of securities of the Company.
The Reporting Persons believe, based upon the Schedule 14A filed by the
Company on May 24, 1996 in connection with the Merger, that the parties to the
Stockholders Agreement collectively beneficially own an aggregate of
approximately 10,634,802 shares of Common Stock, representing approximately
62.5% of the outstanding Common Stock at July 29, 1996, including 78,015 shares
of Common Stock which Henry Burkhalter has the power, under his options, to
purchase within 60 days, and those shares of Common Stock presently held in
escrow pursuant to the Escrow Agreements.
Except as described in this statement and as provided in the Merger
Agreement and the Stockholders Agreement, none of the Reporting Persons
(directly or indirectly), has any contracts, arrangements, understandings or
relationships (legal or otherwise) with each other or with any person with
respect to any securities of the Company.
Copies of the Merger Agreement, the First Amendment to Merger
Agreement, the Non-Acquisition Escrow Agreement, the Acquisition and Market
Escrow Agreement, the Registration Agreement, and the Stockholders Agreement are
attached hereto as Exhibits A, B, C, D, E, and F, respectively, and are
incorporated herein by this reference. The descriptions of such documents set
forth herein do not purport to be complete and are qualified in their entirety
by reference to such documents.
Item 5. Material to be Filed as Exhibits.
*Exhibit A -- Merger Agreement
*Exhibit B -- First Amendment to Merger Agreement
*Exhibit C -- Non-Acquisition Escrow Agreement
*Exhibit D -- Acquisition and Market Escrow Agreement
*Exhibit E -- Registration Agreement
*Exhibit F -- Stockholders Agreement
SCHEDULE A
- --------------------------------------------------------------------------------
* Filed Previously
(Page 9 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Item 2 information for executive officers and directors of Case Capital
Corporation.
SCHEDULE B
Item 2 information for executive officers and directors of The Chase
Manhattan Bank.
SCHEDULE C
Item 2 information for executive officers and directors of The Chase
Manhattan Corporation.
SCHEDULE D
Item 2 information for general partners of Baseball Partners.
(Page 10 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By:/s/ Jeffrey C. Walker
------------------------------------------
Name: Jeffrey C. Walker
Title: General Partner
Date: February 16, 1999
(Page 11 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHASE MANHATTAN CAPITAL
CORPORATION
By:/s/ Jeffrey C. Walker
-------------------------------------
Name: Jeffrey C. Walker
Title: President
Date: February 16, 1999
(Page 12 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BASEBALL PARTNERS
By:/s/ Christopher C. Behrens
----------------------------------------
Name: Christopher C. Behrens
Title: Partner
Date: February 16, 1999
(Page 13 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Name
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------------------------------------------------------------------------------
** Principal occupation is employee and/or officer of Chase. Business
address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New
York 10017.
** Principal occupation is employee of Chase and/or general partner of
CCP. Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, NY 10017.
(Page 14 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SCHEDULE B
THE CHASE MANHATTAN BANK
Executive Officers*
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
Hans W. Becherer Chairman of the Board and Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
- --------------------------------------------------------------------------------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, N.A., 270 Park
Avenue, New York, New York 10017.
** Each of the persons named below is a citizen of the United States of
America.
(Page 15 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest
Pleasantville, NY 10570
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
(Page 16 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Henry B. Schacht Retired Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
(Page 17 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
SCHEDULE C
THE CHASE MANHATTAN CORPORATION
Executive Officers*
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
Hans W. Becherer Chairman of the Board and Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
M. Anthony Burns Chairman, President and Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
- --------------------------------------------------------------------------------
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, N.A., 270 Park
Avenue, New York, New York 10017.
** Each of the persons named below is a citizen of the United States of
America.
(Page 18 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest
Pleasantville, NY 10570
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
J. Bruce Llewellyn Chairman of the Board
The Philadelphia Coca-Cola Bottling Company,
The Coca-Cola Bottling Company of Wilmington, Inc.
and Queen City Broadcasting, Inc.
The Philadelphia Coca-Cola Bottling Company
30 Rockefeller Plaza, 29th Floor
New York, New York 10112
(Page 19 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
- --------------------------------------------------------------------------------
Name Principal Occupation or Employment;
- ----------------------- Business or Residence Address
-----------------------------
Edward D. Miller Senior Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Henry B. Schacht Retired Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
(Page 20 of 21 Pages)
<PAGE>
SCHEDULE 13D
Issuer: Wireless One, Inc. CUSIP Number: 97652H100
SCHEDULE D
BASEBALL PARTNERS
General Partners*
Each of the persons named below is a general partner of
Baseball Partners and is a citizen of the United States of America:
Principal
Occupation Business
Name or Employment or Residence Address
- ---------------------- ------------------------ -------------------------
Christopher C. Behrens Principal, Chase Capital Chase Capital Partners
Partners 380 Madison Avenue
12th Floor
New York, New York 10017
Robert L. Egan President, Hudson River Capital, LLC
Hudson River Capital, LLC 667 Madison Avenue
25th Floor
New York, New York 10017
Edward T. Irwin Vice President, Banque Paribas
Banque Paribas 787 Seventh Avenue
New York, New York 10019
William K. Luby Consultant 179 Bingham Avenue
Rumson, New Jersey 07760
Howard D. Unger Consultant Ten Randon Farms Circle
Chappaqua, New York 10514
Maria Willets Consultant 2 West 67th Street
Apt. 8B
New York, New York 10023
- --------------------------------------------------------------------------------
* Each of the persons named below is a general partner of Baseball Partners
and is a citizen of the United States of America.
(Page 21 of 21 Pages)
