UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Original Filing)
Triton PCS Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
89677M 10 6
(CUSIP Number)
David D. Clark
Triton PCS Holdings, Inc.
1100 Cassatt Road
Berwyn, Pennsylvania 19312 (610) 651-5900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 19, 2004
(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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
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 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act.
------------ ------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael E. Kalogris
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
Not Applicable (b) __
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
3 SEC USE ONLY
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
SC
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
Not Applicable
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------ ------------------------------------------------------------------
----------------------------------- -------------- ----------------------------
7 SOLE VOTING POWER
3,231,839 (*) (**)
-------------- ----------------------------
NUMBER OF -------------- ----------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -------------- ----------------------------
EACH -------------- ----------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,168,662(*)
WITH -------------- ----------------------------
-------------- ----------------------------
10 SHARED DISPOSITIVE POWER
63,177 (**)
----------------------------------- -------------- ----------------------------
------------ ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,231,839
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
Not Applicable
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%***
------------ ------------------------------------------------------------------
------------ ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
------------ ------------------------------------------------------------------
* Includes 682,500 shares that are subject to forfeiture.
** Includes 63,177 shares held under an amended and restated common stock
trust agreement for management employees and independent directors, of
which Mr. Kalogris is trustee. Mr. Kalogris disclaims beneficial
ownership of the shares held by the trust.
*** Based on the 60,831,300 shares of Class A Common Stock outstanding as
of April 30, 2004, as stated on the facing page of the Form 10-Q of
Triton PCS Holdings, Inc. for the fiscal quarter ended March 31, 2004.
Item 1. Security and Issuer.
This Schedule 13D relates to the Class A Common Stock, par value $0.01
per share (the "Common Stock"), of Triton PCS Holdings, Inc. (the "Issuer"). The
Issuer's principal offices are located at 1100 Cassatt Road, Berwyn,
Pennsylvania 19312.
Item 2. Identity and Background.
(a) Michael E. Kalogris
(b) Business address: c/o Triton Management Company, Inc. 1100
Cassatt Road Berwyn, Pennsylvania 19312
(c) Mr. Kalogris is presently the Chairman of the Board of
Directors and the Chief Executive Officer of Triton PCS
Holdings, Inc. located at 1100 Cassatt Road, Berwyn,
Pennsylvania 19312.
(d) Mr. Kalogris has not, during the last five years, been
convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Mr. Kalogris has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been
subjected to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws upon the finding
of any violation with respect to such laws.
(f) Mr. Kalogris is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On May 19, 2004, the Compensation Committee of the Issuer's Board of
Directors approved an award of 227,500 shares of Common Stock to Mr. Kalogris
under the Issuer's Amended and Restated Stock and Incentive Plan, which shares
vest ratably over three years and are subject to forfeiture under an employment
agreement. This award resulted in Mr. Kalogris holding shares of Common Stock
that exceed 5% of the Issuer's outstanding Common Stock and required the filing
of this Schedule 13D.
Mr. Kalogris acquired his shares of Common Stock through a combination
of: (i) purchases of shares in connection with the founding, formation and
initial funding of the Issuer and its subsidiaries; (ii) limited open market
purchases following the Issuer's initial public offering, (iii) the Issuer's
Employee Stock Purchase Plan and (iv) awards of restricted stock. Mr. Kalogris
used personal funds to purchase the shares of Common Stock described in clauses
(i), (ii) and (iii).
Item 4. Purpose of Transaction.
The May 19, 2004 award to Mr. Kalogris and previous restricted stock
grants were incentive compensation, and such shares are held for investment
purposes. Open-market and other purchases of Common Stock also were made for
investment purposes.
Mr. Kalogris has no present plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D. However, Mr. Kalogris reserves 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 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 a national
securities exchange 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.
The aggregate number of shares of the Issuer's Common Stock
beneficially owned by Mr. Kalogris is 3,231,839, which represents 5.3% of the
issued and outstanding shares of the Issuer's Common Stock as of April 30, 2004.
Mr. Kalogris has the power to vote 3,231,839 shares of the Issuer's Common Stock
and the power to dispose of 3,168,662 shares of the Issuer's Common Stock. He
may be deemed to share dispositive power with respect to 63,177 shares of the
Issuer's Common Stock held in trust, but he disclaims beneficial ownership of
all such shares. More specifically, as trustee, Mr. Kalogris has sole voting
power with respect to the shares held by the trust. However, disposition of
shares from the trust is accomplished by the Issuer delivering a distribution
schedule to Mr. Kalogris, in his capacity as trustee, setting forth the
recipients of shares held by the trust and the number of shares to be
distributed from the trust in respect of each recipient. Mr. Kalogris, as
Chairman of the Board and Chief Executive Officer of the Issuer, may be deemed
to share dispositive power to the extent of his participation in determining the
trust's distribution schedule.
In May 2004, Mr. Kalogris sold 73,741 shares of Common Stock in the
aggregate to satisfy certain tax obligations associated with the vesting of
stock awards to Mr. Kalogris under the Issuer's Stock and Incentive Plan.
No person other than Mr. Kalogris has the right to receive or the power
to direct the receipt of dividends from or the proceeds from the sale of Common
Stock owned beneficially by Mr. Kalogris.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Employment Agreement. The Issuer has entered into an employment
agreement with Mr. Kalogris which currently subjects shares beneficially owned
by Mr. Kalogris to selling restrictions during the terms of such agreements. Mr.
Kalogris' employment agreement is more particularly described in the Issuer's
Definitive Proxy Statement for its 2004 Annual Meeting of Stockholders as filed
with the Securities and Exchange Commission on April 7, 2004 (the "Proxy
Statement"), which description is incorporated herein by reference and attached
hereto as Exhibit 99.1.
Common Stock Trust. Mr. Kalogris is currently serving as Trustee to an
Amended and Restated Common Stock Trust Agreement for management employees and
independent directors which grants Mr. Kalogris the authority to vote the 63,177
shares of Common Stock held by the trust. He may be deemed to share the power to
dispose of the shares held under such trust agreement, as described in Item 4
above. A copy of the Amended and Restated Common Stock Trust Agreement is
attached hereto as Exhibit 10.6.
Stockholders Agreements. Mr. Kalogris is a party to the First Amended
and Restated Stockholders Agreement dated October 27, 1999, as amended, by and
among the Issuer and certain of its stockholders and the Investors Stockholders'
Agreement, dated as of February 4, 1998, as amended, by and among the Issuer's
initial cash equity investors and certain of its management stockholders. These
agreements impose restrictions with respect to the sale, transfer or other
disposition of the Issuer's capital stock held under the terms of the agreement.
Subject to certain exceptions, stockholders holding shares of Common Stock may
only transfer their shares of Common Stock after complying with certain first
offer/first negotiation or tag along/drag along rights granted to specified
parties to these stockholders' agreements. The stockholders' agreements are more
particularly described in the Proxy Statement, which description is incorporated
herein by reference and attached hereto as Exhibit 99.2.
Item 7. Material to be Filed as Exhibits.
10.1 Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.2 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Michael E. Kalogris (incorporated by reference to Exhibit 10.16.1 to
Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).
10.3 Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and
Michael E. Kalogris, dated December, 1998 (incorporated by reference to
Exhibit 10.39 to Post-Effective Amendment No. 2 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).
10.4 Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit
10.40 to Post-Effective Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).
10.5 Letter Agreement, dated as of May 6, 2003, by and among Triton PCS
Holdings, Inc., Triton Management Company, Inc. and Michael E. Kalogris
(incorporated by reference to Exhibit 10.2 to the Form 10-Q/A,
Amendment No. 1, of Triton PCS Holdings, Inc. for the quarter ended
March 31, 2003).
10.6 Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998, by
and between Triton PCS Holdings, Inc. and Michael E. Kalogris.
99.1 Description of Employment Agreement, as amended.
99.2 Description of First Amended and Restated Stockholders Agreement dated
October 27, 1999, as amended, by and among the Issuer and certain of
its stockholders and the Investors Stockholders' Agreement, dated as of
February 4, 1998, as amended, among the Issuer's initial cash equity
investors and certain of its management stockholders.
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.
May 27, 2004 By: /s/ Michael E. Kalogris
------------------------- -----------------------------
Date Michael E. Kalogris