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. 6)*
SunCom Wireless Holdings, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
86775103
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Melveny & Myers LLP
30 Rockefeller Plaza, 24th Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 2005
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(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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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
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2 (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see Instructions)
(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 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
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7
NUMBER OF SOLE VOTING POWER
SHARES 9,058,407 Class A Common Stock
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BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
Not applicable.
EACH -----------------------------------------------
9
REPORTING SOLE DISPOSITIVE POWER
PERSON WITH 9,058,407 Class A Common Stock
-----------------------------------------------
10
SHARED DISPOSITIVE POWER
Not applicable.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,058,407 Class A Common Stock
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12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8%
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14
TYPE OF REPORTING PERSON (see Instructions)
PN
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Page 2 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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
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2 (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see Instructions)
(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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4
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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 7,549,104 Class B Non-voting Common Stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not applicable.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,549,104 Class B Non-voting Common Stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
Not applicable.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,549,104 Class B Non-voting Common Stock
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12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14
TYPE OF REPORTING PERSON (see Instructions)
OO
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Page 3 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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1 NAMES 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 (a)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see Instructions)
(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 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
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NUMBER OF 7 SOLE VOTING POWER
SHARES 376,995 Class B Non-voting Common Stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not applicable.
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 376,995 Class B Non-voting Common Stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
Not applicable.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,995 Class B Non-voting Common Stock
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12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14
TYPE OF REPORTING PERSON (see Instructions)
PN
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Page 4 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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Preliminary Note: The information contained in this Schedule 13D/A has been
amended to reflect a change in the executive officers of 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 SunCom Wireless 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"). As the general partner of JPMP (SBIC), JPMP (SBIC
Manager) may be deemed to beneficially own the shares held by JPMP
(SBIC).
JPMP (SBIC) Manager is a wholly-owned subsidiary of JPMorgan Chase
Bank, National Association, a National Banking Association (hereinafter
referred to as "JPM 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 "JPM Chase Bank Disclosed Parties").
Page 5 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 JPMP Capital, LLC (formerly
known as J.P. Morgan Capital Corporation), a Delaware limited liability
company (hereinafter referred to as "JPMP Captial), whose principal
business office is located at the same address as JPM SBIC. JPMP
Capital 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 JPMP Capital (the "JPMP Capital
Disclosed Parties").
Sixty Wall is also engaged in the venture capital and leveraged buyout
business and is owned principally by employees of JPMorgan Chase & Co.,
a Delaware corporation and its direct and indirect subsidiaries. Sixty
Wall co-invests with JPMP Capital 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 JPMP Capital
(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"). As the general partner of Sixty Wall,
Sixty Wall Corp. may be deemed to beneficially own the shares held by
Sixty Wall.
Each of JPM Chase Bank, JPMP SBIC and Sixty Wall Corp. is a
wholly-owned subsidiary of JPMorgan Chase & Co. (formerly known as The
Chase Manhattan Corporation), a Delaware corporation (hereinafter
referred to as "JPMorgan 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 JPMorgan Chase (the "JPMorgan
Chase Disclosed Parties"), and together with the JPMP (SBIC) Manager
Disclosed Parties, the Chase Bank Disclosed Parties, the JPM SBIC
Disclosed Parties, the JPMP Capital 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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 all or part of its
holdings of the Issuer's Common Stock in one or more public or private
transactions.
Page 7 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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.
Item 5. Interest in Securities of the Issuer.
JPMP (SBIC) may be deemed the beneficial owner of 9,058,407 shares of
Common Stock, which represents 12.8% of the Issuer's Common Stock as of
December 31, 2005. 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 10.7% of the
outstanding shares of the Issuer's Common Stock as of December 31,
2005. 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 0.5% of the Issuer's
Common Stock as of December 31, 2005. 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.
Page 8 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 the Issuer 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. On June 1, 2004, 4,750 shares vested under the Stock
Award. Mr. Chavkin is obligated to transfer these shares to JPMP (SBIC)
at its request.
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.
Page 9 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 SunCom Wireless 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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 14, 2005 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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 14, 2005 J.P. MORGAN SBIC LLC
------------------------
Date
By: /s/ Jeffrey C. Walker
-------------------------------------
Name: Jeffrey C. Walker
Title: President
Page 12 of 23
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 14, 2005 SIXTY WALL STREET SBIC FUND, L.P.
-----------------------
Date
By: Sixty Wall Street SBIC Corporation,
its General Partner
By: /s/ Jeffrey C. Walker
-------------------------------
Name: Jeffrey C. Walker
Title: President
Page 13 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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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 Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Stephen McKenna*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Driector Kevin O'Brien*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuek*
Managing Director Lauren Tyler*
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 14 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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SCHEDULE B
EXECUTIVE OFFICERS
JPMORGAN CHASE BANK, A NATIONAL ASSOCIATION
-------------------------------------------
Directors(1)
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
President and Chief Operating Officer James Dimon*
Chief Information Officer Austin A. Adams*
Co-Chairman, Investment Bank Steven D. Black*
Chief Executive Officer, Card Services William I. Campbell*
Chief Financial Officer Michael J. Cavanagh*
Chairman, West Coast Region David A. Coulter*
Director of Human Resources, Head of Real
Estate/Facilities, General Services, Security John J. Farrell*
Co-General Counsel Joan Guggenheimer*
Director of Corporate Marketing and Communications Frederick W. Hill*
Head, Commercial Banking Samuel Todd Maclin*
Head, Strategy and Business Development Jay Mandelbaum*
Co-General Counsel William H. McDavid*
Chief Executive Officer, Treasury &
Securities Services Heidi Miller*
Head, Retail Financial Services Charles W. Scharf*
Executive Vice President, Card Services Richard J. Srednicki*
Head, Asset & Wealth Management James E. Staley*
Chief Risk Officer Don M. Wilson III*
Co-Chairman, Investment Bank William T. Winters*
------------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 15 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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Directors(1)
------------
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman and Chief Executive Office
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James Dimon President and Chief Operating Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
David A. Coulter Chairman, West Coast Region
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Michael J. Cavanaugh Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Charles W. Scharf Head of Retail Financial Services
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Don M. Wilson III Chief Risk Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
---------------------
(1) Each of whom are U.S. Citizens
Page 16 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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SCHEDULE C
JPMORGAN SBIC LLC
-----------------
Executive Officers(1)
---------------------
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Stephen McKenna*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Kevin O'Brien*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuek*
Managing Director Lauren Tyler*
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.
* 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 17 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
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SCHEDULE D
JPMP CAPITAL LLC
----------------
Executive Officers(1)
---------------------
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Stephen McKenna*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Kevin O'Brien*
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuek*
Managing Director Lauren Tyler*
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.
* 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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
--------------------------------------------------------------------------------
SCHEDULE E
SIXTY WALL STREET SBIC CORPORATION
----------------------------------
Executive Officers(1)
---------------------
President Jeffrey C. Walker*
Chief Investment Officer Arnold L. Chavkin*
Managing Director Srinivas Akkaraju*
Managing Director Christopher Albinson*
Managing Director Dr. Dana Beth Ardi*
Managing Director Christopher C. Behrens*
Managing Director John Breckenridge*
Managing Director Julie Casella-Esposito*
Managing Director Rodney A. Ferguson*
Managing Director Michael R. Hannon*
Managing Director Matthew Lori*
Managing Director Jonathan R. Lynch*
Managing Director Stephen McKenna*
Managing Director Sunil Mishra*
Managing Director Stephen P. Murray*
Managing Director Kevin O'Brien
Managing Director Timothy Purcell*
Managing Director John Reardon*
Managing Director Faith Rosenfeld*
Managing Director Shahan D. Soghikian*
Managing Director William Stuek*
Managing Director Lauren Tyler*
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.
* 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 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
--------------------------------------------------------------------------------
SCHEDULE F
JPMORGAN CHASE & CO.
--------------------
Executive Officers(1)
---------------------
Chairman of the Board and Chief Executive Officer William B. Harrison Jr.*
President and Chief Operating Officer James Dimon*
Chief Information Officer Austin A. Adams*
Co-Chairman, Investment Bank Steven D. Black*
Chief Executive Officer, Card Services William I. Campbell*
Chief Financial Officer Michael J. Cavanagh*
Chairman, West Coast Region David A. Coulter*
Director of Human Resources, Head of Real
Estate/Facilities, General Services, Security John J. Farrell*
Co-General Counsel Joan Guggenheimer*
Director of Corporate Marketing and Communications Frederick W. Hill*
Head, Commercial Banking Samuel Todd Maclin*
Head, Strategy and Business Development Jay Mandelbaum*
Co-General Counsel William H. McDavid*
Chief Executive Officer, Treasury &
Securities Services Heidi Miller*
Head, Retail Financial Services Charles W. Scharf*
Executive Vice President, Card Services Richard J. Srednicki*
Head, Asset & Wealth Management James E. Staley*
Chief Risk Officer Don M. Wilson III*
Co-Chairman, Investment Bank William T. Winters*
------------------------
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
Page 20 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
--------------------------------------------------------------------------------
Directors(1)
------------
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
Hans W. Becherer Retired Chairman of the Board and
Chief Executive Officer
Deere & Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John H. Biggs Former Chairman and CEO
TIAA - CREF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lawrence A. Bossidy Retired Chairman of the Board
Honeywell International Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Stephen B. Burke President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James S. Crown President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
James Dimon President and Chief Operating Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Ellen V. Futter President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
-------------------
(1) Each of whom is a United States citizen.
Page 21 of 23
SCHEDULE 13D
Issuer: SunCom Wireless Holdings, Inc. CUSIP Number: 86775103
--------------------------------------------------------------------------------
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
William H. Gray, III Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
William B. Harrison, Jr. Chairman of the Board and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue, 8th Floor
New York, New York 10017-2070
--------------------------------------------------------------------------------
Laban P. Jackson, Jr. Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Lee R. Raymond Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
John W. Kessler Owner
John W. Kessler Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Robert I. Lipp Chairman
The St. Paul Travelers Companies, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Richard A. Monoogian Chairman and Chief Executive Officer
Masco Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
David C. Novak Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Page 22 of 23
Name Principal Occupation or Employment;
Business or Residence Address
--------------------------------------------------------------------------------
John R. Stafford Retired Chairman of the Board
Wyeth
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
--------------------------------------------------------------------------------
Page 23 of 23