UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Triton PCS Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
896775103
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(CUSIP Number)
Kathleen A. Walsh, Esq.
Mayer Brown & Platt
1675 Broadway, Suite 1900
New York, New York 10019
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 6, 2001
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(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.SS.240.13d-l(e), 240.13d-l(f) or 240.13d-l(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.240.13d-7 for other
parties to whom copies of this statement 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (2-98)
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P. Morgan Partners (23A SBIC), LLC (formerly known as
CB Capital Investors, L.P.
13-337-6808
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
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(b) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
WC
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5. CHECK 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
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7. SOLE VOTING POWER
NUMBER OF
11,409,614
SHARES
---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY Not Applicable
---------------------------------------------------------
EACH
9. SOLE DISPOSITIVE POWER
REPORTING
11,409,614
PERSON
---------------------------------------------------------
WITH
10. SHARED DISPOSITIVE POWER
Not Applicable
---------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,409,614
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ X ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
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14. TYPE OF REPORTING PERSON (See Instructions)
CO
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SEC 1746 (2-98)
Page 2 of 21 Pages
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
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1. NAME 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
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
----------------------------------------------------------------
(b) X
----------------------------------------------------------------
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
WC
-----------------------------------------------------------------------
5. CHECK 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
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7. SOLE VOTING POWER
NUMBER OF
9,945,792
SHARES
-------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY Not applicable
-------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 9,945,792
-------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
WITH Not applicable
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,945,792
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ X ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
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14. TYPE OF REPORTING PERSON (See Instructions)
CO
SEC 1746 (2-98)
Page 3 of 21 Pages
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sixty Wall Street SBIC Fund, L.P.
13-3926426
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
------------------------------------------------------------
(b) X
------------------------------------------------------------
------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------
4. SOURCE OF FUNDS (See Instructions)
WC
------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER
SHARES 86,620
----------------------------------------------------
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY
Not applicable
EACH
----------------------------------------------------
REPORTING
9. SOLE DISPOSITIVE POWER
PERSON
86,620
WITH
----------------------------------------------------
10. SHARED DISPOSITIVE POWER
Not applicable
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,620%
--------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ X ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON (See Instructions)
PN
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SEC 1746 (2-98)
Page 4 of 21 Pages
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
PRELIMINARY NOTE:
This Schedule 13D/A amends and restates in its entirety the original Schedule
13D filed with the Securities and Exchange Commission on January 10, 2001.
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, Malver, 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), LLC (formerly known as CB Capital
Investors, L.P.), a Delaware limited liability company (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 Managing Member 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").
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 "JPMCC"), 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.
SEC 1746 (2-98)
Page 5 of 21 Pages
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
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 reference 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.
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 TRANSACTION.
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 21,442,026 shares of the
Issuer's Common Stock which represented 37.13% of the Issuer's outstanding
Common Stock as of March 26, 2001.
JPMP (SBIC), JPM SBIC, Sixty Wall, Private Equity Investors III, L.P.
and Equity-Linked Investors-II, which collectively own 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 transactions,
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 all 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 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.
Page 6 of 21 Pages
SEC 1746 (2-98)
SCHEDULE 13D
- - - - - - - - - - - - -
ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
JPMP (SBIC) may be deemed the beneficial owner of 11,409,614 shares of
Common Stock, which represents 19.76% of the Common Stock as of March 26, 2000.
JPMP (SBIC) has the sole voting power and dispositive power with respect to its
shares of the Issuers Common Stock. JPM SBIC may be deemed beneficial owner of
9,945,792 shares of Common Stock, which represents 17.22% of the outstanding
shares of Common Stock as of March 26, 2000. JPM SBIC has the sole voting power
and dispositive power with respect to its shares of Common Stock. Sixty Wall may
be deemed the beneficial owner of 86,620 shares of Common Stock, which
represents 0.15% of the Common Stock as of March 26, 2000. Sixty Wall has the
sole voting power and dispositive power with respect to its shares of 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.
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.
Page 7 of 21 Pages
SEC 1746 (2-98)
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 896775103
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.
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.
Page 8 of 21 Pages
SEC 1746 (2-98)
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 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.
J.P. MORGAN PARTNERS (23A SBIC), LLC
By: J.P. Morgan Partners
(23A SBIC Manager), Inc., its
Managing Member
By: /s/ Arnold L. Chavkin
----------------------
Name: Arnold L. Chavkin
Title: Executive Vice President
June 6, 2001
-----------------------
Date
Page 9 of 21 Pages
SEC 1746 (2-98)
SCHEDULE 13D
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ISSUER: Triton PCS Holdings, Inc. CUSIP No. 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.
J.P. MORGAN SBIC LLC
By: /s/ James P. Marriott
----------------------
Name: James P. Marriott
Title: Vice President and Secretary
June 6, 2001
-------------------------
Date
Page 10 of 21 Pages
SEC 1746 (2-98)
SCHEDULE 13D
- - - - - - - - - - - - -
ISSUER: Triton PCS Holdings, Inc. CUSIP No. 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.
SIXTY WALL STREET SBIC FUND, L.P.
By: Sixty Wall Street
SBIC Corporation,
its General Partner
By: /s/ James P. Marriott
---------------------
Name: James P. Marriott
Title: Vice President and Secretary
June 6, 2001
--------------------
Date
Page 11 of 21 Pages
SEC 1746 (2-98)
SCHEDULE A
J.P. MORGAN PARTNERS (23A SBIC Manager), Inc.
Executive Officers (1)
President Jeffrey C. Walker*
Executive Vice President Mitchell J. Blutt, M.D.*
Executive Vice President Arnold L. Chavkin*
Executive Vice President John M.B. O'Connor*
Managing Director John R. Baron*
Managing Director Christopher C. Behrens*
Managing Director David S. Britts*
Managing Director David L. Ferguson*
Managing Director Rodney A. Ferguson*
Managing Director David Gilbert*
Managing Director Evan Graf*
Managing Director Eric A. Green*
Managing Director Michael R. Hannon*
Managing Director Donald J. Hofmann, Jr.*
Managing Director W. Brett Ingersoll*
Managing Director Alfredo Irigoin*
Managing Director Andrew Kahn*
Managing Director Jonathan R. Lynch*
Managing Director Thomas G. Mendell*
Managing Director Stephen P. Murray*
Managing Director Joao Neiva de Figueiredo, Ph.D.*
Managing Director Timothy Purcell*
Managing Director Thomas Quinn*
Managing Director Peter Reilly*
Managing Director Robert R. Ruggiero, Jr.*
Managing Director Susan L. Segal*
Managing Director Shahan D. Soghikian*
Managing Director Faith Rosenfeld*
Managing Director Georg Stratenwerth*
Managing Director Patrick J. Sullivan*
Managing Director Kelly Shackelford*
Managing Director Charles R. Walker*
Managing Director Timothy J. Walsh*
Managing Director Richard D. Waters, Jr.*
Managing Director Damion E. Wicker, M.D.*
Managing Director Eric R. Wilkinson*
Senior Vice President Marcia Bateson*
Vice President and Treasurer Elisa R. Stein*
Secretary Anthony J. Horan**
Assistant Secretary Robert C. Caroll**
Assistant Secretary Denise G. Connors**
---------------------------
(1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin,
Neiva de Figueiredo, Soghikian and Stratenwerth.
* Principal occupation is employee and/or partner 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.
** 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
Directors (1)
Jeffrey C. Walker*
---------
(1) Each of whom is a United States citizen except for Messrs. Britts, Irigoin,
Neiva de Figueiredo, Soghikian and Stratenwerth.
* Principal occupation is employee and/or partner 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.
SCHEDULE B
THE CHASE MANHATTAN BANK
EXECUTIVE OFFICERS(1)
Chairman of the Board Douglas A. Warner, III*
President and Chief Executive Officer William B. Harrison Jr. *
Vice Chairman Geoffrey T. Boisi*
Vice Chairman David A. Coulter*
Managing Director Ramon de Oliveira*
Director of Human Resources John J. Farrell*
Vice Chairman Walter A. Gubert*
Managing Director Thomas B. Ketchum*
Director of Corporate Marketing and Communications Frederick W. Hill*
Vice Chairman Donald H. Layton*
Vice Chairman James B. Lee Jr. *
General Counsel William H. McDavid*
Vice Chairman Marc J. Shapiro*
Managing Partner Jeffrey C. Walker**
DIRECTORS(1)
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
--------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
--------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
--------------------------------------------------------------------------------
H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
--------------------------------------------------------------------------------
------
(1) Each of whom is a United States citizen.
* Principal occupation is executive officer and/or employee of J.P Morgan
Chase & Co. Busines address is c/o J.P. Morgan Chase & Co., 270 Park Avenue,
New York, New York 10017.
** Principal occupation is managing partner 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.
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
--------------------------------------------------------------------------------
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. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
--------------------------------------------------------------------------------
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
--------------------------------------------------------------------------------
Douglas A. Warner III Chairman of the Board
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
SCHEDULE C
J.P. MORGAN SBIC LLC
EXECUTIVE OFFICERS (1)
President, Chief Executive Officer
and Managing Director Jeffrey C. Walker****
Managing Director Jorge Albajar*
Managing Director Marcia Bateson****
Managing Director Evan M. Graf****
Managing Director Alfredo M. Irigoin****
Managing Director Iimothy Purcell****
Managing Director Stephen Skoczylas**
Managing Director Elisa Stein****
Managing Director Tira Wannamethee**
Managing Director Brian F. Watson**
Vice President Francisco Bosch**
Vice President Michael L. Campbell**
Vice President Dominique Chaffard**
Vice President Kevin Charlton**
Vice President Alberto Delgado**
Vice President Martin Friedman**
Vice President Avi Gilboa**
Vice President and Assistant Secretary Puneet Gulati*
Vice President Marc D. Johnson**
Vice President and Assistant Secretary Sandra King**
Vice President Stephen King**
Vice President Dietrich Knoer**
Vice President Howard Lask**
Vice President and Secretary James P. Marriott**
Vice President Christopher Molanphy**
Vice President Peter M. Reilly**
Vice President Francisco Silveyra**
Vice President Robert Velarde**
Assistant Secretary Matthew Cumiskey*
DIRECTORS (1)
Jeffrey C. Walker****
Thomas B. Ketchum***
Ramon de Oliveira***
------------
(1) Each of whom is a United States citizen.
* Principal occupation is director, executive officer or employee of JPM SBIC.
Business address is 60 Wall Street, New York, New York 10260
** Principal occupation is director, executive officer or employee of JPMCC.
Business address is c/o J.P. Morgan Capital Corporation, 60 Wall Street, New
York, New York 10260.
*** Principal occupation is director, executive officer or employee of J.P.
Morgan Chase. Business address is c/o J.P. Morgan Chase & Co.,m 270 Park Avenue,
New York, New York 10017.
**** Principal occupation is employee and/or partner of JPMP SIBC. Business
address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York,
New York 10022.
SCHEDULE D
J.P. MORGAN CAPITAL CORPORATION
EXECUTIVE OFFICERS (1)
President, Chief Executive Officer
and Managing Director John A. Mayer, Jr.*
Managing Director Pierre Dupont*
Managing Director Karl Fooks*
Managing Director Evan M. Graf`*
Managing Director Alfredo M. Irigoin*
Managing Director Martin O'Neil*
Managing Director Timothy Purcell*
Managing Director Thomas S. Quinn*
Managing Director Thomas P. Reagan*
Managing Director Stephen Skoczylas*
Managing Director Tira Wannamethee*
Managing Director Brian F. Watson*
Vice President Aisaku Suzuki*
Vice President Francisco Bosch*
Vice President Michael L. Campbell*
Vice President Dominique Chaffard*
Vice President Kevin Charlton*
Vice President Francisco Churtichaga*
Vice President Alberto Delgado*
Vice President and Assistant Secretary Cheryl Eustace*
Vice President Martin Friedman*
Vice President Avi Gilboa*
Vice President Marc D. Johnson*
Vice President and Assistant Secretary Irena D. Kaufmann*
Vice President Stephen King*
Vice President Dietrick Knoer*
Vice President Howard Lask*
Vice President Andrew Liu*
Vice President Caroline Lovelace*
Vice President and Secretary James P. Marriott*
Vice President Brian Mathis*
Vice President Terutomo Mitsumasu*
Vice President Christopher Molanphy*
Vice President Nicola Pedroni*
Vice President Peter M. Reilly*
Vice President Roberto Rodriguez*
Vice President Francisco Silveyra*
Vice President Robert Velarde*
Assistant Secretary Bee-Ann Benson*
Assistant Secretary Sandra King*
DIRECTORS (1)
John A. Mayer, Jr.*
Chairman Thomas B. Ketchum**
Clayton S. Rose***
Ramon de Oliveira**
---------
(1) Each of whom is a United States citizen.
* Principal occupation is director, executive officer or employee of JPMCC.
Business address is c/o J.P. Morgan Capital Corporation, 60 Wall Street, New
York, New York 10260.
** Principal occupation is director, executive officer or employee 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 Managing Director of J.P. Morgan Securities, Inc.
Business address is c/o J.P. Morgan Securities, Inc., 60 Wall Street, New York,
New York 10260.
SCHEDULE E
SIXTY WALL STREET SBIC CORPORATION
EXECUTIVE OFFICERS(1)
President, Chief Executive Officer,
Managing Director Jeffrey C. Walker****
Managing Director Marcia Bateson****
Managing Director Stephen Skoczylas***
Managing Director Elisa Stein****
Vice President and Assistant Secretary Sandra King***
Vice President Howard Lask***
Vice President and Secretary James P. Marriott***
Assistant Secretary Matt Cumiskey*****
DIRECTORS (1)
Jeffrey C. Walker****
Thomas B. Ketchum**
Ramon de Oliveira**
John A. Mayer***
Michael E. Patterson*
-------
(1) Each of whom is a United States citizen.
* Principal occupation is executive officer or employee of Sixty Wall Corp.
Business address is 60 Wall Street, New York, New York 10260.
** Principal occupation is director, excutive officer or employee of J.P
Morgan Chase & Co. Busines address is c/o J.P. Morgan Chase & Co.,
270 Park Avenue, New York, New York 10017.
*** Principal occupation is director, executive officer or employee of JPMCC.
Business address is c/o J.P. Morgan Capital Corporation, 60 Wall Street,
New York, New York 10260.
**** Principal occupation is employee and/or partner of JPMP SBIC.
Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the
Americas, New York, New York 10022.
***** Principal occupation is director, executive officer or employee of
JPM SBIC. Business address is 60 Wall Street, New York, New York 10260.
SCHEDULE F
J.P. MORGAN CHASE & CO.
EXECUTIVE OFFICERS (1)
Chairman of the Board Douglas A. Warner, III*
President and Chief Executive Officer William B. Harrison Jr. *
Vice Chairman Geoffrey T. Boisi*
Vice Chairman David A. Coulter*
Managing Director Ramon de Oliveira*
Director of Human Resources John J. Farrell*
Vice Chairman Walter A. Gubert*
Managing Director Thomas B. Ketchum*
Director of Corporate Marketing and
Communications Frederick W. Hill*
Vice Chairman Donald H. Layton*
Vice Chairman James B. Lee Jr. *
General Counsel William H. McDavid*
Vice Chairman Marc J. Shapiro*
Managing Partner Jeffrey C. Walker**
DIRECTORS (1)
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
-------------------------------------------------------------------------------
Hans W. Becherer Chairman of the Board
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
-------------------------------------------------------------------------------
Lawrence A. Bossidy Chairman of the Board
Honeywell International
P.O. Box 3000
Morristown, NJ 07962-2245
-------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
-------------------------------------------------------------------------------
(1) Each of whom is a United States citizen.
* Principal occupation is executive officer and/or employee of J.P Morgan Chase
& Co. Busines address is c/o J.P. Morgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
** Principal occupation is managing partner 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.
PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME BUSINESS OR RESIDENCE ADDRESS
-------------------------------------------------------------------------------
H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
-------------------------------------------------------------------------------
Ellen V. Furter President
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. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
-------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
------------------------------------------------------------------------------
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, President and Chief Executive
Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
-------------------------------------------------------------------------------
Lloyd D. Ward Former Chairman of Board and Chief
Executive Officer Of Maytag
13338 Lakeshore Drive
Clive, Iowa 50325
-------------------------------------------------------------------------------
Douglas A. Warner III Chairman of the Board
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017
-------------------------------------------------------------------------------
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