Edgar Filing: TRITON PCS HOLDINGS INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13d

Under the Securities Exchange Act of 1934

(RULE 13d-101)

Information to be Included in Statements Filed Pursuant to
Rule 13d-1(a) and Amendments thereto Filed Pursuant to Rule 13d-2(a)

(Amendment No. 4)*

TRITON PCS HOLDINGS, INC.
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(Name of Issuer)

Common Stock, $0.01 par value
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(Title of Class of Securities

896775103
--------------------------------------------------------------------------------
(CUSIP Number)

Harvey M. Eisenberg, Esq.
O'Melveny & Myers LLP
30 Rockefeller Plaza, 24th Floor
New York, New York 10112
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

January 1, 2004
--------------------------------------------------------------------------------
(Date of Event Which Required Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject to this Schedule 13D, and is filing this
schedule because ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box . NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
ss.240.13-d-7(b) for other parties to whom copies are to be sent.

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).

-------------------------
* 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.

Page 1 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

J.P. Morgan Partners (23A SBIC), L.P. (formerly
known as J.P. Morgan Partners (23A SBIC), LLC 13-337-6808
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see Instructions)
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (see Instructions)

WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 9,018,907 Class A Common Stock (includes
vesting of Restricted Stock for 4,750)
SHARES ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
Not applicable.
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
9,018,907 Class A Common Stock (includes
REPORTING vesting of RestrictedStock for 4,750 Shares)
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER

Not applicable.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,018,907 Class A Common Stock (includes vesting of Restricted
Stock for 4,750 Shares)
--------------------------------------------------------------------------------
12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see Instructions)

PN
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Page 2 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

J.P. Morgan (SBIC), LLC (the successor to J.P. Morgan
Investment Corporation) 13-3610568
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see Instructions)
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (see Instructions)

Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 7,549,104 Class B Non-voting Common Stock
---------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
Not applicable.
OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
7,549,104 Class B Non-voting Common Stock
REPORTING ---------------------------------------------------

PERSON WITH 10 SHARED DISPOSITIVE POWER

Not applicable.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,549,104 Class B Non-voting Common Stock
--------------------------------------------------------------------------------
12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see Instructions)

OO
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Page 3 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

60 Wall Street SBIC Fund, LLP 13-3610568
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see Instructions)
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (see Instructions)

Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER

NUMBER OF 376,995 Class B Non-voting Common Stock
---------------------------------------------------
SHARES 8 SHARED VOTING POWER

BENEFICIALLY Not applicable.

OWNED BY ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
376,995 Class B Non-voting Common Stock
REPORTING ---------------------------------------------------

PERSON WITH 10 SHARED DISPOSITIVE POWER

Not applicable.
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

376,995 Class B Non-voting Common Stock
--------------------------------------------------------------------------------
12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see Instructions)

PN
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Page 4 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

PRELIMINARY NOTE: The information contained in this Schedule 13D/A has been
amended to reflect an increase in the amount of Shares reported by J.P. Morgan
Partners (23A SBIC), L.P. as a result of vesting of Restricted Stock, a change
in the name of the Reporting Person from J.P. Morgan Partners (23A SBIC), LLC to
J.P. Morgan Partners (23A SBIC), L.P. and a change in the Controlling Persons of
the Reporting Persons.

ITEM 1. SECURITY AND ISSUER.

This statement (the "Statement") relates to the Class A Common Stock,
par value $0.01 per share (the "Class A Common Stock") and Class B
Common Stock, par value $0.01 per share (the "Class B Common Stock"
and together with the Class A Common Stock, sometimes referred to
herein as the "Common Stock"), of Triton PCS Holdings, Inc. (the
"Issuer"). The Class B Common Stock may be converted at any time at
the option of the holder thereof into an equivalent number of shares
of Class A Common Stock. The Issuer's principal executive offices are
located at 375 Technology Drive, Malvern, PA 19355.

ITEM 2. IDENTITY AND BACKGROUND.

This Statement is being filed by each of the following Reporting
Persons: (i) J.P. Morgan Partners (23A SBIC), L.P. (formerly known as
J.P. Morgan Partners (23A SBIC), LLC and CB Capital Investors, L.P.),
a Delaware limited Partnership (hereinafter referred to as "JPMP
(SBIC)") whose principal office is located at c/o J.P. Morgan
Partners, LLC 1221 Avenue of the Americas, New York, New York 10020,
(ii) J.P. Morgan SBIC LLC, a Delaware limited liability company
(hereinafter referred to as "JPM SBIC"), whose principal office is
located at 60 Wall Street, New York, New York 10260, and (iii) Sixty
Wall Street SBIC Fund, L.P., a Delaware limited partnership
(hereinafter referred to as "Sixty Wall"), whose principal office is
located at 60 Wall Street, New York, New York 10260.

JPMP (SBIC) is engaged in the venture capital and leveraged buyout
business. The General Partner of JPMP (SBIC) is J.P. Morgan Partners
(23A SBIC Manager), Inc. (formerly known as CB Capital Investors,
Inc.), a Delaware corporation (hereinafter referred to as "JPMP (SBIC
Manager)", whose principal business office is located at the same
address as JPMP (SBIC). JPMP (SBIC Manager) is also 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, principal occupations and employments of each executive
officer and director of JPMP (SBIC) Manager (the "JPMP (SBIC) Manager
Disclosed Parties").

JPMP (SBIC) Manager is a wholly-owned subsidiary of The Chase
Manhattan Bank, a New York corporation (hereinafter referred to as
"Chase Bank") which is 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
and employments of each executive officer and director of Chase Bank
(the "Chase Bank Disclosed Parties").

Page 5 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

JPM SBIC is also engaged in the venture capital and leveraged buyout
business. Set forth in Schedule C hereto and incorporated herein by
reference are the names, business address and employments of each
executive officer and director of JPM SBIC (the "JPM SBIC Disclosed
Parties").

JPM SBIC is a wholly-owned subsidiary of J.P. Morgan Capital
Corporation, a Delaware corporation (hereinafter referred to as
"JPMPCC"), whose principal business office is located at the same
address as JPM SBIC. JPMCC is also engaged in the venture capital and
leveraged buyout business. Set forth in Schedule D hereto and
incorporated herein by reference are the names, business addresses
and employments of each executive officer and director of JPMCC (the
"JPMCC Disclosed Parties").

Sixty Wall is also engaged in the venture capital and leveraged
buyout business and is owned principally by employees of J.P. Morgan
Chase & Co. Incorporated (formerly known as The Chase Manhattan
Corporation), a Delaware corporation and its direct and indirect
subsidiaries. Sixty Wall co-invests with JPMCC and its subsidiaries.

The general partner of Sixty Wall is Sixty Wall Street SBIC
Corporation, a Delaware corporation, whose principal business address
is located at the same address as Sixty Wall, JPM SBIC and JPMCC
(hereinafter referred to as "Sixty Wall Corp."). Sixty Wall Corp. is
also engaged in the venture capital and leveraged buyout business.
Set forth in Schedule E hereto and incorporated herein by references
are the names, business addresses, principal occupations and
employments of each executive officer and director of Sixty Wall
Corp. (the "Sixty Wall Corp. Disclosed Parties").

Each of Chase Bank, JPMCC and Sixty Wall Corp. is a wholly-owned
subsidiary of JP Morgan Chase & Co. (formerly known as The Chase
Manhattan Corporation), a Delaware corporation (hereinafter referred
to as "JP Morgan Chase") which is 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 F hereto and incorporated herein by reference are
the names, business addresses, principal occupations and employments
of each executive officer and director of JP Morgan Chase (the "JP
Morgan Chase Disclosed Parties"), and together with the JPMP (SBIC)
Manager Disclosed Parties, the Chase Bank Disclosed Parties, the JPM
SBIC Disclosed Parties, the JPMCC Disclosed Parties, and the Sixty
Wall Corp. Disclosed Parties, the "Disclosed Parties").

During the last five years, no Reporting Person or, to the knowledge
of such Reporting Person, no Disclosed Party related to such
Reporting Person, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.

Page 6 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The funds provided by JPMP (SBIC) for the purchase of the Issuer's
Common Stock were obtained from JPMP (SBIC) contributed capital,
which includes funds that are held available for such purpose. The
funds provided by JPM SBIC for the purchase of the Issuer's Common
Stock were obtained from JPM SBIC contributed capital, which includes
funds that are held available for such purpose. All of the funds for
Sixty Wall's purchase of the Issuer's Common Stock were obtained from
Sixty Wall contributed capital, which includes funds that are held
available for such purpose.

ITEM 4. PURPOSE OF TRANSACTIONS.

On December 31, 2000, J.P. Morgan & Co. Incorporated merged with and
into The Chase Manhattan Corporation (the "Merger"), with the
surviving corporation being J.P. Morgan Chase. As a result of the
Merger, J.P. Morgan Chase indirectly acquired the Issuer's Common
Stock held by JPM SBIC and Sixty Wall and as a result thereof, J.P.
Morgan Chase may be deemed the indirect Beneficial Owner through the
Reporting Persons of 16,945,006 shares of the Issuer's Common Stock
which represented 26.7% of the Issuer's outstanding Common Stock as
of December 31, 2003.

JPMP (SBIC), JPM SBIC, Sixty Wall, Private Equity Investors III, L.P.
and Equity-Linked Investors-II, which collectively owned an aggregate
of 56.3% of the outstanding Class A common stock of the Issuer as of
March 26, 2001, have verbally agreed that they will not be selling
any additional securities of the Issuer at this time. They have also
verbally agreed to act together, in cooperation with the Issuer and
the Issuer's management, in determining the timing and extent of
future sales of securities of the Issuer. The foregoing entities
should be deemed to be acting together for such purposes until
further notice.

The acquisition of the Issuer's equity securities has been made by
JPMP (SBIC), JPM SBIC and Sixty Wall for investment purposes.
Although none of JPMP (SBIC), JPM SBIC and Sixty Wall has a present
intention to do so, each of JPMP (SBIC), JPM SBIC and Sixty Wall may
make additional purchases of the Issuer's Common Stock either in the
open market or in privately negotiated transaction, including
transactions with the Issuer, depending on an evaluation of the
Issuer's business prospects and financial condition, the market for
the Common Stock, other available investment opportunities, money and
stock market conditions and other future developments. Depending on
these factors, each of JPMP (SBIC), JPM SBIC and Sixty Wall may
decide to sell al or part of its holdings of the Issuer's Common
Stock in one or more public or private transactions.

Except as set forth in this Item 4, none of JPMP (SBIC), JPM SBIC and
Sixty Wall has a present plan or proposal that relate to or would
result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D. However, JPMP (SBIC), JPM SBIC and Sixty Wall
each reserve the right to propose or participate in future
transactions which may result in one or more of such actions,
including but not limited to, an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, sale of a material

Page 7 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

amount of assets of the Issuer or its subsidiaries, or other
transactions which might have the effect of causing the Issuer's
Common Stock to cease to be listed on the NASDAQ National Market
System or causing the Common Stock to become eligible for termination
of registration, under section 12 (g) of the Exchange Act.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

JPMP (SBIC) may be deemed the beneficial owner of 9,018,907 shares of
Common Stock, which represents 15.0% of the Issuer's Common Stock as
of December 31, 2003. JPMP (SBIC) has the sole voting power and
dispositive power with respect to its shares of the Issuer's Common
Stock. JPM SBIC may be deemed beneficial owner of 7,549,104 shares of
the Issuer's Non-Voting Common Stock, which represents 11.1% of the
outstanding shares of the Issuer's Common Stock as of December 31,
2003. JPM SBIC has the sole voting power and dispositive power with
respect to its shares of the Issuer's Non-Voting Common Stock. Sixty
Wall may be deemed the beneficial owner of 376,995 shares of the
Issuer's Non-Voting Common Stock, which represents 0.6% of the
Issuer's Common Stock as of December 31, 2003. Sixty Wall has the
sole voting power and dispositive power with respect to its shares of
the Issuer's Non-Voting Common Stock. Each of JPMP (SBIC), JPM and
Sixty Wall disclaims that it is a member of a group with any other
persons either for purposes of this Statement or for any other
purpose related to its beneficial ownership of the Issuer's
securities.

Each of the Reporting Persons is a party to the agreement described
in the second paragraph of Item 4 (the "Agreement"), and as such,
they may be deemed to be part of a "group" for purposes of Section 13
of the Securities Exchange Act of 1934, as amended, whose members
collectively hold more than 5% of the Issuer's Common Stock (a
"Group"). Each Reporting Person disclaims membership in any Group and
disclaims beneficial ownership of any shares of Common Stock held by
any of the other parties to the Agreement or any member of a Group
that might be attributed to them by reason of the Agreement. The
filing of this Statement shall not be construed as an admission that
the Reporting Person is the beneficial owner of such shares or that
the Reporting Person and any of such other stockholders' constitute
such a person or group. Each Reporting Person is not responsible for
the accuracy of any information filed in this Statement relating to
any Reporting Person other than itself and its related persons or
entities.

On December 7, 2001, JPMP (SBIC) sold 2,395,457 shares of Class A
Common Stock for a purchase price of $29.10 per share in an open
market transaction.

On July 1, 2002, Arnold L. Chavkin, an executive officer of the
Reporting Persons and a director of the Issuer, received a stock
award (the "Stock Award") pursuant to a Director Stock Award
Agreement by and between Triton PCS Holdings and Arnold L. Chavkin,
dated as of July 1, 2002, a copy of which is attached hereto as
Exhibit B and incorporated herein by reference. The Stock Award vests
in five equal annual installments commencing June 1, 2003. On June 1,
2003, 4,750 shares vested under the Stock Award. Mr. Chavkin is
obligated to transfer these shares to JPMP (SBIC) at its request.

Page 8 of 22

Except as reported in Item 4 above and incorporated herein by
reference, there have been no transactions involving the Issuer's
Common Stock during the past sixty days which are required to be
reported in this Statement.

No person other than JPMP (SBIC), JPM SBIC and Sixty Wall, has the
right to receive or the power to direct the receipt of dividends from
or the proceeds from the sale of the Issuer's Common stock owned
beneficially by JPMP (SBIC), JPM SBIC and Sixty Wall.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Stockholders Agreement. Each of JPMP (SBIC), JPM SBIC and Sixty Wall
are parties to the First Amended and Restated Stockholders Agreement,
dated October 27, 1999, by and among the Issuer and certain of its
stockholders, a copy of which is attached as Exhibit A hereto and is
incorporated by reference herein.

Verbal Agreement. Each of JPMP (SBIC), JPM SBIC and Sixty Wall is a
party to the verbal agreement described in the second paragraph of
Item 4 of this Statement, which description is incorporated by
reference herein in response to this Item.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

SCHEDULE A

Item 2 information for executive officers and directors of JPMP (SBIC) Manager.

SCHEDULE B

Item 2 information for executive officers and directors of Chase Bank.

SCHEDULE C

Item 2 information for executive officers and directors of JPM SBIC.

SCHEDULE D

Item 2 information for executive officers and directors of JPMCC.

SCHEDULE E

Item 2 information for executive officers and directors of Sixty Wall Corp.

Page 9 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE F

Item 2 information for executive officers and directors of JP Morgan Chase.

EXHIBIT A

First Amended and Restated Stockholders Agreement, dated October 27, 1999 by and
among Triton PCS Holdings, Inc., AT&T Wireless PCS, L.L.C., and the other
parties appearing on the signature pages thereto.*

EXHIBIT B

Restricted Stock Agreement dated July 1, 2002.*

EXHIBIT C

Joint Filing Agreement

*Filed previously.

Page 10 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

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.

FEBRUARY 11, 2004 J.P. MORGAN PARTNERS (23A SBIC), L.P.
-----------------
Date By: J.P. Morgan Partners (23A SBIC Manager), Inc.
its General Partner

By: /s/ Jeffrey C. Walker
----------------------------------------------
Name: Jeffrey C. Walker
Title: President

Page 11 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

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.

FEBRUARY 11, 2004 J.P. MORGAN PARTNERS SBIC LLC
-----------------
Date By: /s/ Jeffrey C. Walker
----------------------------------------------
Name: Jeffrey C. Walker
Title: President

Page 12 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

FEBRUARY 11, 2004 SIXTY WALL STREET FUND, L.P.
-----------------
Date By: SIXTY WALL STREET SBIC FUND, L.P.
its General Partner

By: /s/ Jeffrey C. Walker
----------------------------------------------
Name: Jeffrey C. Walker
Title: President

Page 13 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

EXHIBIT C

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.

Dated this 11th day of February, 2004.

J.P. MORGAN PARTNERS (23A SBIC), L.P.

By: J.P. Morgan Partners (23A SBIC Manager), Inc.,
Its General Partner

By: /s/ Jeffrey C. Walker
------------------------------------------
Name: Jeffrey C. Walker
Title: President

J.P. MORGAN SBIC LLC

By: /s/ Jeffrey C. Walker
------------------------------------------
Name: Jeffrey C. Walker
Title: President

SIXTY WALL STREET SBIC FUND, L.P.

By: Sixty Wall Street SBIC Corporation,
its General Partner

By: /s/ Jeffrey C. Walker
------------------------------------------
Name: Jeffrey C. Walker
Title: President

Page 14 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE A

J.P. MORGAN PARTNERS (23A SBIC MANAGER), INC.

EXECUTIVE OFFICERS(1)

President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Cornell P. French*
Managing Director Michael R. Hannon*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Stephen P. Murray*
Managing Director Timothy Purcell*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr.*
Managing Director Damion E. Wicker, M.D.*

DIRECTORS(1)

Jeffrey C. Walker*

-----------------------
(1) Each of whom is a United States citizen except for Mr. Irigoin.

* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10020.

Page 15 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE B

THE CHASE MANHATTAN BANK

EXECUTIVE OFFICERS(1)

Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Vice Chairman David A. Coulter*
Vice Chairman Thomas B. Ketchum*
Vice Chairman; Co-Chief Executive Officer, Investment Bank Donald H. Layton*
Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro*
Vice Chairman Jeffrey C. Walker**
Executive Officer Donald H. McCree III*
Chief Financial Officer Dina Dublon*
General Counsel William H. McDavid*
Director of Human Resources John J. Farrell*
Director of Corporate Marketing and Communications Frederick W. Hill*
Executive Vice President; Head of Market Risk Management Lesley Daniels Webster*
Controller Joseph L. Scalfani*

----------------------
(1) Each of whom is a United States citizen.

* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.

** Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 16 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

DIRECTORS(1)

----------------------
(1) Each of whom is a United States citizen.

Page 17 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE C

J.P. MORGAN SBIC LLC

EXECUTIVE OFFICERS(1)

DIRECTORS(1)

Jeffrey C. Walker*

----------------------
(1) Each of whom is a United States citizen except for Mr. Irigoin.

* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 18 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE D

J.P. MORGAN CAPITAL CORPORATION

EXECUTIVE OFFICERS(1)

DIRECTORS(1)

Jeffrey C. Walker*

----------------------
(1) Each of whom is a United States citizen except for Mr. Irigoin.

* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 19 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE E

SIXTY WALL STREET SBIC CORPORATION

EXECUTIVE OFFICERS(1)

DIRECTORS(1)

Jeffrey C. Walker*

----------------------
(1) Each of whom is a United States citizen except for Mr. Irigoin.

* Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 20 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

SCHEDULE F

J.P. MORGAN CHASE & CO.

EXECUTIVE OFFICERS(1)

Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
Vice Chairman David A. Coulter*
Vice Chairman Thomas B. Ketchum*
Vice Chairman Donald H. Layton*
Vice Chairman Jeffrey C. Walker**
Vice Chairman; Head of Finance, Risk Management and Administration Marc J. Shapiro*
Executive Officer Donald H. McCree III*
Executive Vice President; Chief Financial Officer Dina Dublon*
Executive Vice President; Head of Market Risk Management Lesley Daniels Webster*
General Counsel William H. McDavid*
Director of Human Resources John J. Farrell*
Director of Corporate Marketing and Communications Frederick W. Hill*
Controller Joseph L. Scalfani*

--------------------
(1) Each of whom is a United States citizen.

* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.

** Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 21 of 22

SCHEDULE 13D

ISSUER: Triton PCS Holdings, Inc. CUSIP NUMBER: 896775103
------ ------------

DIRECTORS(1)

PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
--------------------------------------------------------------------------------
Riley P. Bechtel Chairman and Chief Executive Officer
Bechtel Group, Inc.
P.O. Box 193965
San Francisco, CA 94119-3965
--------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
--------------------------------------------------------------------------------
John H. Biggs Former Chairman and Chief Executive Officer
TIAA-CREF
730 Third Avenue
New York, NY 10017
--------------------------------------------------------------------------------
Lawrence A. Bossidy Chairman of the Board
Honeywell International
P.O. Box 3000
Morristown, NJ 07962-2245
--------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
--------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and
Chief Executive Officer
J.P. Morgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and
Chief Executive Officer
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
--------------------------------------------------------------------------------
John R. Stafford Chairman of the Board
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
--------------------------------------------------------------------------------

---------------------
(1) Each of whom is a United States citizen.

* Principal occupation is employee or officer of J.P. Morgan Chase & Co.
Business address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.

** Principal occupation is employee and/or officer of J.P. Morgan Partners,
LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York New York 10020.

Page 22 of 22