CUSIP No. 89677M106
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
(Amendment No. 1)(1)
Triton PCS Holdings, Inc. CL-A
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
89677M106
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(CUSIP Number)
Not Applicable
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a 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 the disclosures
provided in a prior cover page.
The information required in 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 (the "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).
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
K Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 110,300 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 110,300 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
OO
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Harwich Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 110,300 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 110,300 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
OO
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
K Capital Offshore Master Fund (U.S. Dollar), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 243 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 243 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(1)
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Special K Capital Offshore Master Fund (U.S. Dollar), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 57 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 57 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES(1)
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
PN
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Thomas Knott
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 110,300 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 110,300 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
IN
CUSIP No. 89677M106 13G
1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Abner Kurtin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 110,300 shares
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 110,300 shares
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,300 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.18%
12 TYPE OF REPORTING (SEE INSTRUCTIONS)
IN
ITEM 1(a). NAME OF ISSUER: Triton PCS Holdings Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1100 Cassatt Road
Berwyn, PA 19312
ITEM 2(a). NAME OF PERSON(S) FILING:
(i) K Capital Partners, LLC (General Partner)
(ii) Harwich Capital Partners, LLC (Managing Member of K Capital
Partners, LLC)
(iii) K Capital Offshore Master Fund (U.S. Dollar), L.P. (Limited
Partnership)
(iv) Special K Capital Offshore Master Fund (U.S. Dollar), L.P.
(Limited Partnership)
(v) Thomas Knott (Managing Member of Harwich Capital Partners,
LLC)
(vi) Abner Kurtin (Managing Member of Harwich Capital Partners,
LLC)
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Each of the above reporting persons (except K Capital Offshore
Master Fund (U.S. Dollar), L.P. and Special K Capital Offshore
Master Fund (U.S.Dollar), L.P.) have their business address at:
75 Park Plaza
Boston, MA 02116
K Capital Offshore Master Fund (U.S. Dollar), L.P. and Special K
Capital Offshore Master Fund (U.S.Dollar), L.P. have their
registered address at the offices of:
Walkers SPV Limited
Walker House, P.O. Box 908GT
Mary Street
George Town, Cayman Islands
ITEM 2(c). CITIZENSHIP:
Mr. Knott and Mr. Kurtin are United States Citizens. Harwich
Capital Partners, LLC and K Capital Partners, LLC were organized
under the laws of Delaware. K Capital Offshore Master Fund (U.S.
Dollar), L.P. and Special K Capital Offshore Master Fund
(U.S.Dollar), L.P. were organized under the laws of the Cayman
Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Class A Common Stock
ITEM 2(e). CUSIP NUMBER: 89677M106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP
As of December 31, 2002, the reporting persons may be deemed to
beneficially own 0.18% shares of Class A Common Stock of Triton PCS Holdings
Inc. Based upon there being 60,200,246 shares of Class A Common Stock
outstanding, the shares of Class A Common Stock which the Partnerships may be
deemed to beneficially own represents 0.18% of the outstanding shares of Class A
Common Stock of Triton PCS Holdings Inc.
(a.) Amount Beneficially Owned:
i. K Capital Partners, LLC: 110,300
ii. Harwich Capital Partners, LLC: 110,300
iii. K Capital Offshore Master Fund (U.S. Dollar), L.P.: 243
iv. Special K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 57
v Thomas Knott: 110,300
vi. Abner Kurtin: 110,300
(b.) Percent of Class:
i. K Capital Partners, LLC: 0.18%
ii. Harwich Capital Partners, LLC: 0.18%
iii. K Capital Offshore Master Fund (U.S. Dollar), L.P.: 0.00%
iv. Special K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 0.00%
v. Thomas Knott: 0.18%
vi. Abner Kurtin: 0.18%%
(c.) Number of Shares as to which the person has:
1. Sole power to vote or to direct the vote:
i. K Capital Partners, LLC: 110,300
ii. Harwich Capital Partners, LLC: 110,300
iii. K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 243
iv. Special K Capital Offshore Master Fund
(U.S.Dollar), L.P.: 57
v. Thomas Knott: 110,300
vi. Abner Kurtin: 110,300
2. Shared power to vote or to direct the vote:
i. K Capital Partners, LLC: 0
ii. Harwich Capital Partners, LLC: 0
iii. K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 0
iv. Special K Capital Offshore Master Fund
(U.S. Dollar), L.P.: 0
v. Thomas Knott: 0
vi. Abner Kurtin: 0
3. Sole power to dispose of or direct the disposition of:
i. K Capital Partners, LLC: 110,300
ii. Harwich Capital Partners, LLC: 110,300
iii K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 243
iv. Special K Capital Offshore Master Fund
(U.S. Dollar), L.P.: 57
v. Thomas Knott: 110,300
vi. Abner Kurtin: 110,300
4. Shared power to dispose or to direct the disposition of:
i. K Capital Partners, LLC: 0
ii. Harwich Capital Partners, LLC: 0
iii. K Capital Offshore Master Fund (U.S. Dollar),
L.P.: 0
iv. Special K Capital Offshore Master Fund
(U.S. Dollar), L.P.: 0
v. Thomas Knott: 0
vi. Abner Kurtin: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than 5% of the class of securities, check the following: [ X ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION:
By signing below, we certify that, to the best of our knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participation in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
EXECUTED as a sealed instrument this 13th day of February, 2003.
K Capital Partners, LLC
By: /s/ Robert T. Needham
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By: Harwich Capital Partners, LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
Harwich Capital Partners, LLC
By: /s/ Robert T. Needham
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By: Robert T. Needham
Its: Chief Administrative Officer
K Capital Offshore Master Fund (U.S. Dollar), L.P.
By: /s/ Robert T. Needham
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By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
Special K Capital Offshore Master Fund (U.S. Dollar), L.P.
By: /s/ Robert T. Needham
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By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
/s/ Thomas Knott
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Thomas Knott
/s/ Abner Kurtin
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Abner Kurtin
EXHIBIT 1
AGREEMENT
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of the shares of Class A Common Stock of Triton PCS
Holdings Inc.
EXECUTED as a sealed instrument this 13th day of February, 2003.
K Capital Partners, LLC
By: /s/ Robert T. Needham
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By: Harwich Capital Partners, LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
Harwich Capital Partners, LLC
By: /s/ Robert T. Needham
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By: Robert T. Needham
Its: Chief Administrative Officer
K Capital Offshore Master Fund (U.S. Dollar), L.P.
By: /s/ Robert T. Needham
--------------------------------------------
By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
Special K Capital Offshore Master Fund (U.S. Dollar), L.P.
By: /s/ Robert T. Needham
--------------------------------------------
By: K Capital Partners, LLC, General Partner
By: Harwich Capital Partners LLC
Its: Managing Member
By: Robert T. Needham
Its: Chief Administrative Officer
/s/ Thomas Knott
-----------------------------------
Thomas Knott
/s/ Abner Kurtin
------------------------------------
Abner Kurtin