<PAGE>

    As filed with the Securities and Exchange Commission on August 13, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                --------------

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                --------------

                           TRITON PCS HOLDINGS, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                     4812                    23-2974475
     (State or other           (Primary Standard            (IRS Employer
      jurisdiction                Industrial           Identification Number)
   of incorporation or       Classification Code)
      organization)

                             375 Technology Drive
                          Malvern, Pennsylvania 19355
                                (610) 651-5900
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                --------------

                                David D. Clark
               Chief Financial Officer and Senior Vice President
                           Triton PCS Holdings, Inc.
                             375 Technology Drive
                          Malvern, Pennsylvania 19355
                                (610) 651-5900
  (Address, including zip code, and telephone number, including area code, of
                              agent for service)

                                  Copies to:

     Leonard J. Baxt          William A. Robinson             Alan Dean
    John W. McNamara         Triton PCS Holdings,       Davis Polk & Wardwell
Dow, Lohnes & Albertson,             Inc.               450 Lexington Avenue
          PLLC               375 Technology Drive     New York, New York 10017
1200 New Hampshire Ave.,     Malvern, Pennsylvania         (212) 450-4000
          N.W.                       19355
 Washington, D.C. 20036         (610) 651-5900
     (202) 776-2000

                                --------------

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                --------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------
------------------------------------------------------------------------------
<CAPTION>
                                                    Proposed       Amount of
    Title of Each Class of Securities To Be     Maximum Aggregate Registration
                  Registered                    Offering Price(1)     Fee
------------------------------------------------------------------------------
<S>                                             <C>               <C>
Common Stock, par value $0.01 per share.......    $125,000,000     $34,750(2)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
(1) A portion of the proposed maximum aggregate offering price represents
    shares that are to be offered outside of the United States but that may be
    resold from time to time in the United States.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457 under the Securities Act of 1933.

                                --------------

   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

-------------------------------------------------------------------------------
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<PAGE>

                               Explanatory Note

   This registration statement contains two separate prospectuses. The first
prospectus relates to a public offering in the United States and Canada of an
aggregate of     shares of common stock. The second prospectus relates to a
concurrent offering outside the United States and Canada of an aggregate of
    shares of common stock. The prospectuses for each of the U.S. offering and
the international offering will be identical with the exception of an
alternate front cover page for the international offering. This alternate page
appears in this registration statement immediately following the complete
prospectus for the U.S. offering.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any jurisdiction where the offer or sale is not permitted.      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
                                       Shares
                    [LOGO OG TRITON PCS, INC. APPEARS HERE]
                           Triton PCS Holdings, Inc.
                                  COMMON STOCK

                                  -----------

Triton PCS Holdings, Inc. is offering        shares of its common stock. This
is our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between
$    and $    per share.

                                  -----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

                                  -----------

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

                                  -----------

                               PRICE $    A SHARE

                                  -----------

<TABLE>
<CAPTION>
                                                           Underwriting
                                                    Price   Discounts   Proceeds
                                                      to       and         to
                                                    Public Commissions   Triton
                                                    ------ ------------ --------
<S>                                                 <C>    <C>          <C>
Per Share..........................................  $         $          $
Total.............................................. $         $          $
</TABLE>

Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional     shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on        , 1999.

                                  -----------

MORGAN STANLEY DEAN WITTER                                       LEHMAN BROTHERS

SALOMON SMITH BARNEY

               FIRST UNION CAPITAL MARKETS CORP.

                                                               J.P. MORGAN & CO.

       , 1999
<PAGE>

   Map showing Triton PCS and AT&T wireless networks in Southeastern U.S.

   Triton and AT&T covered markets shaded in appropriate regions.

   Description of Triton network and covered markets includes the following
highlights:

      (1) 13 million covered potential customers;
      (2) 3 state covered region and Northeast Georgia and Tennessee;
      (3) Numerous resort and vacation destinations;
      (4) Contiguous to three of AT&T's major markets;
      (5) Average population growth higher than the national average; and
      (6) Population density 87% above the national average

   Triton PCS, AT&T and SunCom logos also displayed.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Prospectus Summary.........................................................   1
Risk Factors...............................................................   7
Special Note Regarding Forward-Looking Statements..........................  17
Use of Proceeds............................................................  18
Dividend Policy............................................................  18
Capitalization.............................................................  19
Dilution...................................................................  20
Selected Historical Consolidated Financial
 Data......................................................................  21
Management's Discussion and Analysis of
 Financial Condition and Results of
 Operations................................................................  23
Business...................................................................  33
The Wireless Communications Industry.......................................  47
</TABLE>
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Management................................................................  54
Principal Stockholders....................................................  61
Certain Relationships and Related Transactions............................  63
Description of Certain Indebtedness.......................................  72
Description of Capital Stock..............................................  76
Certain United States Federal Tax Considerations to Non-U.S. Holders......  81
Shares Eligible for Future Sale...........................................  85
Underwriters..............................................................  86
Legal Matters.............................................................  89
Experts...................................................................  89
Change in Accountants.....................................................  89
Available Information.....................................................  89
Index to Financial Statements............................................. F-1
</TABLE>

                               ----------------

   We are a Delaware corporation. Our principal executive offices are located
at 375 Technology Drive, Malvern, Pennsylvania 19355, and our telephone number
at that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our website is not part of this
prospectus.

   In this prospectus, the terms Triton, we, us and our refer to Triton PCS
Holdings, Inc. and its direct and indirect wholly owned subsidiaries
collectively, unless the context requires otherwise, and common stock refers to
the common stock, par value $0.01 per share, of Triton. The term AT&T refers to
AT&T Corp. and its direct and indirect wholly owned subsidiaries collectively.

   You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
which is contained in this prospectus. We are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or of any sale of the common stock.

   Until       , 1999, 25 days after the commencement of this offering, all
dealers that buy, sell or trade in our common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE>

                               PROSPECTUS SUMMARY

   This summary highlights information about Triton and the common stock
offered by this prospectus. It does not contain all of the information that is
important to you. You should read this summary together with the more detailed
information and our financial statements and notes appearing elsewhere in this
prospectus. You should carefully consider, among other things, the matters set
forth in "Risk Factors."

                                     Triton

   We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton. Since
that time, we have expanded our coverage area to include an additional two
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets, which
collectively cover a population of more than 27 million individuals. Our market
location is attractive as we are the preferred provider of wireless mobility
services to AT&T's digital wireless customers who roam into our markets. Our
strategy is to provide extensive coverage to customers within our region, to
offer our customers coast-to-coast coverage and to benefit from roaming
revenues generated by AT&T's and other carriers' wireless customers who roam
into our covered area. Our management team is led by Michael Kalogris and
Steven Skinner, the former Chief Executive Officer and Chief Operating Officer
of Horizon Cellular Group, respectively.

   Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched personal
communications services in 15 markets. We are now able to provide service to
over 8.7 million individuals, or 67% of our potential customers. Our network in
these 15 markets includes 660 cell sites and four switches. Since we began
offering services in these 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have grown
dramatically. From January 1999 to June 1999, our subscriber base grew from
33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from approximately 0.7 million minutes per month to
approximately 11.4 million minutes per month.

   We are in the process of completing our Phase II network build-out. Phase II
of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase III
to be completed by year-end 2001 and to add approximately 1,050 cell sites and
two switches to our network. Upon completion of Phase III, we will be able to
provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

   Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates which are higher
than the national average, population densities which are 87% greater

                                       1
<PAGE>

than the national average, high household incomes and favorable business
climates. These markets include both major population centers and resort
destinations as shown in the table below:

<TABLE>
<CAPTION>
      Virginia             North Carolina           South Carolina           Georgia
      --------             --------------           --------------           -------
      <S>                  <C>                      <C>                      <C>
      Norfolk               Asheville                Charleston              Athens
      Richmond              Fayetteville             Greenville              Augusta
      Roanoke               Outer Banks              Hilton Head             Savannah
      Virginia Beach        Wilmington               Myrtle Beach
</TABLE>

   Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including a network of 42 company-owned retail stores,
over 150 indirect outlets, including nationally recognized retailers such as
Circuit City, Office Depot, Staples and Best Buy, and approximately 60 direct
sales representatives covering corporate accounts. We currently plan to add
approximately 46 additional company-owned retail stores in 1999.

   We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other Members
of the AT&T Wireless Network, TeleCorp PCS, Inc. and Tritel PCS, Inc., to
operate with those affiliates under a common regional brand name, SunCom,
throughout an area covering approximately 43 million potential customers
primarily in the south-central and southeastern United States. We believe this
arrangement will allow us to establish a strong regional brand name within our
markets.

Strategic Alliance with AT&T

   One of our most important competitive advantages is our strategic alliance
with AT&T, the largest provider of wireless communications services in the
United States. As part of its strategy to rapidly expand its digital wireless
coverage in the United States, AT&T has focused on constructing its own network
and making strategic acquisitions in selected cities, as well as entering into
agreements with four independent wireless operators, including Triton, to
construct and operate personal communications services networks in other
markets.

   Our strategic alliance with AT&T provides us with many business, operational
and marketing advantages. Some of these advantages include:

  . Recognized Brand Name. We market our wireless services to our potential
    customers giving equal emphasis to the SunCom and AT&T brand names and
    logos. We believe that association with the AT&T brand name significantly
    increases the likelihood that potential customers will purchase our
    wireless communications services.

  . Preferred Roaming Partner. We are the preferred roaming partner for
    AT&T's digital wireless customers who roam into our coverage area. We
    expect to benefit from growth in roaming traffic as AT&T's digital
    wireless customers, particularly those in Washington, D.C., Charlotte,
    North Carolina and Atlanta, Georgia, travel into our markets.

  .  Coverage Across the Nation. Our customers have access to coast-to-coast
     coverage through our agreements with AT&T, other Members of the AT&T
     Wireless Network and other third-party roaming partners. We believe this
     coast-to-coast coverage provides a significant advantage over our
     personal communications services competitors in our markets and allows
     us to offer competitive pricing plans, including national rate plans.

                                       2
<PAGE>


Competitive Strengths

   In addition to the advantages provided by our strategic alliance with AT&T,
we have a number of competitive strengths. These strengths include the
following:

  .  Superior Technology. We are building our personal communications
     services network using time division multiple access digital technology.
     This technology is also used by AT&T, and, therefore, our network is
     compatible with AT&T's network and with other time division multiple
     access digital technology networks. This technology allows wireless
     communications service providers to offer enhanced features, longer
     battery life, higher network quality, improved in-building penetration
     and greater network capacity relative to analog cellular service.

  .  Experienced Management. Our senior management team has an average of 11
     years of experience in the wireless communications industry with
     companies such as AT&T, Bell Atlantic Mobile Systems, Horizon Cellular
     and ALLTEL Communications Inc.

  .  Contiguous Service Area. We operate in a contiguous service area which
     allows us to cost effectively offer large regional calling areas,
     generate operational cost savings and route a large number of minutes
     through our network, thereby reducing interconnect costs for access to
     other networks.

  .  Strong Capital Base. Following the completion of this offering, our
     business plan will be fully funded with capital of approximately $1.4
     billion.

Business Strategy

   Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

  .  Operate a Superior, High Quality Network. We are committed to making the
     capital investment required to develop and operate a superior, high
     quality network. Our network, when complete, will include approximately
     2,300 cell sites and eight switches and span approximately 18,000
     highway miles. We believe this network will enable us to provide
     extensive coverage within our region and consistent quality performance,
     resulting in a high level of customer satisfaction.

  .  Provide Superior Coast-to-Coast and In-Market Coverage. Our market
     research indicates that scope and quality of coverage are extremely
     important to customers in their choice of a wireless service provider.
     Through the use of multi-mode handsets, we offer our customers a large
     in-market licensed area and coast-to-coast roaming, providing them with
     reliable, quality service.

  .  Provide Enhanced Value at Low Cost. We offer our customers advanced
     services and features at competitive prices. We include usage-enhancing
     features such as call waiting, voice mail, three-way conference calling
     and short message service in our basic packages. We believe we can offer
     competitive services because of the cost advantages provided by our
     agreements with AT&T and the other SunCom companies, the cost-effective
     characteristics of time division multiple access digital technology and
     our centralized administrative functions and efficient distribution.

  .  Deliver Quality Customer Service. We believe that superior customer
     service is a critical element in attracting and retaining customers. Our
     administrative systems operate on a standardized application interface,
     which allows us to deploy best of breed software packages. In addition,
     our point-of-sale activation process is designed to ensure quick and
     easy service initiation, including customer qualification. We also
     emphasize proactive and responsive customer care, including rapid call-
     answer times, welcome packages and anniversary calls. We currently
     operate state-of-the-art customer care facilities in Richmond, Virginia
     and Charleston, South Carolina that house our customer service and
     collections personnel.


                                       3
<PAGE>

                                  THE OFFERING

<TABLE>
<S>                                              <C>  <C>
Common stock offered in:
  United States offering........................      shares
  International offering........................      shares
                                                 ----
    Total:......................................      shares
                                                 ====

Common stock to be outstanding after the
 offering.......................................      shares

Over-allotment option...........................      shares

Use of proceeds................................. We expect to use the net
                                                 proceeds from the offering for
                                                 general corporate purposes,
                                                 including capital expenditures
                                                 in connection with the
                                                 expansion of our personal
                                                 communications services
                                                 network, sales and marketing
                                                 activities and working capital.
                                                 See "Use of Proceeds."

Dividend policy................................. We have not paid any dividends
                                                 on our common stock and do not
                                                 intend to pay dividends on our
                                                 common stock in the foreseeable
                                                 future. See "Dividend Policy."

Proposed Nasdaq National Market symbol.......... TPCS
</TABLE>
--------

   Unless we specifically state otherwise, the information in this prospectus
does not take into account the sale of up to     shares of common stock which
the underwriters have the option to purchase from Triton to cover over-
allotments.

   The number of shares of our common stock that will be outstanding
immediately after the offering listed above includes 1,915,186 shares of common
stock that are expected to be issued in connection with the offering upon the
conversion of all of the outstanding shares of our Series C preferred stock.
However, the number of shares listed above does not include 543,683 shares of
common stock that are issuable upon conversion of all of the outstanding shares
of our Series D preferred stock and shares of common stock that may ultimately
be issued upon conversion of the outstanding shares of our Series A preferred
stock, which are not available for conversion until 2006.

                                       4
<PAGE>


                             SUMMARY FINANCIAL DATA

   The following tables present summary financial data derived from the audited
combined financial statements of Triton and its predecessor company for the
period from March 6, 1997 through December 31, 1997, and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.

<TABLE>
<CAPTION>
                               March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, --------------------
                                   1997          1998       1998       1999
                               ------------- ------------ ---------  ---------
                                   (in thousands, except per share data)
<S>                            <C>           <C>          <C>        <C>
Statement of Operations Data:
Revenues:
  Service revenues...........       --        $  11,172      --      $  17,662
  Roaming revenues...........       --            4,651      --         12,953
  Equipment revenues.........       --              755      --          7,627
                                  -------     ---------   ---------  ---------
    Total revenues...........       --           16,578      --         38,242
                                  -------     ---------   ---------  ---------
Costs and expenses:
  Costs of services and
   equipment.................       --            5,997      --         27,625
  Operations.................       --           13,045   $   1,444     11,023
  Sales and marketing........       --            1,703      --         20,562
  General and
   administrative............     $ 2,736         8,570       3,709     10,653
  Depreciation and
   amortization..............           5         6,663       1,114     15,969
                                  -------     ---------   ---------  ---------
    Total operating
     expenses................       2,741        35,978       6,267     85,832
                                  -------     ---------   ---------  ---------
Loss from operations.........      (2,741)      (19,400)     (6,267)   (47,590)
Interest expense.............      (1,228)      (30,391)     (9,872)   (18,847)
Interest and other income....           8        10,635       2,739      2,652
                                  -------     ---------   ---------  ---------
Loss before income taxes.....      (3,961)      (39,156)    (13,400)   (63,785)
Income tax benefit...........       --            7,536       6,803     --
                                  -------     ---------   ---------  ---------
Net loss.....................     $(3,961)    $ (31,620)  $  (6,597) $ (63,785)
Accretion on preferred
 stock.......................       --           (6,853)     (2,977)    (4,149)
                                  -------     ---------   ---------  ---------
Net loss available to common
 stockholders................     $(3,961)    $ (38,473)  $  (9,574) $ (67,934)
                                  =======     =========   =========  =========
Unaudited pro forma basic and
 diluted net loss per common
 share.......................                 $  (23.26)  $   (7.27) $  (31.10)
                                              =========   =========  =========
Unaudited pro forma weighted
 average common shares
 outstanding.................                 1,654,104   1,316,498  2,184,224
                                              =========   =========  =========
</TABLE>

                                       5
<PAGE>



<TABLE>
<CAPTION>
                                                           As of June 30, 1999
                                                         -----------------------
                                                          Actual  As Adjusted(1)
                                                         -------- --------------
                                                             (in thousands)
                                                         -----------------------
<S>                                                      <C>      <C>
Balance Sheet Data:
Cash and cash equivalents............................... $  9,250
Working capital.........................................   40,646
Property, plant and equipment, net......................  293,706
Total assets............................................  701,135
Long-term debt and capital lease obligations............  483,574
Redeemable preferred stock..............................   89,627
Shareholders' equity....................................   70,912
</TABLE>

<TABLE>
<CAPTION>
                               March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, -------------------
                                   1997          1998       1998      1999
                               ------------- ------------ --------  ---------
<S>                            <C>           <C>          <C>       <C>
Other Operating Data:
Subscribers (end of period)...        --         33,844        --      78,364
Launched potential customers
 (end of period)..............        --        248,000        --   8,700,000
EBITDA(2) (in thousands)......    $(2,736)     $(12,737)  $ (5,153) $ (31,621)
Cash flows (in thousands)
 from:
  Operating activities........    $(1,077)     $ (4,130)  $   (188) $ (49,575)
  Investing activities........       (478)     (372,372)  (172,229)  (124,108)
  Financing activities........     12,917       511,312    422,563     36,761
</TABLE>
--------
(1) The as adjusted financial information has been adjusted to give effect to
    (a) the conversion of all outstanding Series C preferred stock into shares
    of common stock upon closing of this offering and (b) the issuance of the
    common stock to be issued upon closing of the offering.

(2) "EBITDA" is defined as operating loss plus depreciation and amortization
    expense. EBITDA is a key financial measure but should not be construed as
    an alternative to operating income or cash flows from operating activities,
    as determined in accordance with generally accepted accounting principles.
    We believe that EBITDA is a standard measure commonly reported and widely
    used by analysts and investors in the wireless communications industry.
    However, our method of computation may or may not be comparable to other
    similarly titled measures of other companies.


                                       6
<PAGE>

                                 RISK FACTORS

   In addition to the other information in this prospectus, you should
carefully consider the following risks before making an investment decision.
The trading price of our common stock could decline due to any of these risks,
and you could lose all or a part of your investment.

We expect to continue to incur operating losses.

   We have a history of operating losses and expect to continue to incur
operating losses and to generate negative cash flow from operating activities
during the next several years while we develop and construct our personal
communications services network and build our customer base. Now that we have
completed Phase I of our network build-out, our operating profitability will
depend on our ability to:

  .  market our services successfully;

  .  achieve our projected market penetration;

  .  manage customer turnover rates effectively;

  .  price our services competitively; and

  .  complete Phases II and III of our network build-out.

   We may not be able to successfully accomplish these tasks, and if we do
not, we may not be able to achieve operating profitability.

We may not be able to successfully complete our personal communications
services network.

   In order for us to complete our personal communications services network
and to provide our wireless communications services to customers throughout
our licensed area, we must successfully:

  .  lease or otherwise obtain rights to a sufficient number of cell and
     switch sites;

  .  expand our information systems; and

  .  complete the purchase and installation of equipment, build out the
     physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should
there be delays or other problems. We could lose our FCC licenses if we fail
to build out a specified percentage of our network within various time limits.
See "--We are dependent on our FCC licenses, and our business could be harmed
by adverse regulatory changes" and "The Wireless Communications Industry--
Regulation."

   Site Acquisition. Successful implementation of Phases II and III of our
network build-out depends, to a significant degree, upon our ability to lease
or otherwise obtain rights to cell sites for the location of our base station
equipment. In many cases, we may need to obtain zoning variances or other
local governmental or third-party approvals or permits. In addition, changes
to our radio frequency design as a result of difficulties in the site

                                       7
<PAGE>

acquisition process could have a negative impact on our ability to complete
the build-out of our network in a timely fashion. Our inability to lease or
otherwise obtain rights to the cell sites we require under our radio frequency
design or to obtain the requisite zoning and other local approvals in a timely
and cost effective manner could have a material adverse effect on our
business.

   Information Systems. Successful implementation and launch of Phases II and
III of our network build-out depend on our ability to expand our existing
customer service, network management and billing systems. Any failure to
expand our information systems on schedule will have an adverse effect on our
ability to commence commercial operations of personal communications services
in additional coverage areas in our network.

   Commencement of Operations. Our schedule for the commencement of operations
beyond Phase I is aggressive. Before we commence operations in a geographic
area, we will need to, among other things, purchase and install network
equipment, build out the physical infrastructure and test the network. We
intend to continue installing a sophisticated, state-of-the-art network
requiring adherence to a strict build-out design; therefore, we may experience
system and construction delays prior to achieving full operation. Any delay in
full operation of our network could have a material adverse effect on our
financial condition and results of operations.

Our success is dependent upon the success of AT&T's wireless strategy.

   Our results of operations are highly dependent on our relationship with
AT&T and the success of its wireless strategy. AT&T is subject, to varying
degrees, to the economic, administrative, logistical and other risks set forth
in this prospectus. Because we market our products under the AT&T brand name,
our results of operations could be adversely affected if AT&T's reputation as
a wireless provider declines.

Our results of operations are dependent upon our agreements with AT&T.

   Our results of operations are dependent upon agreements we have entered
into with AT&T in several ways:

  .  We market our products using equal emphasis co-branding with AT&T in
     accordance with a license agreement with AT&T, which we believe provides
     us with significant marketing advantages. The license agreement has an
     initial five-year term expiring February 2003 and may be terminated if
     we fail to comply with any of its material provisions.

  .  Most of our roaming revenues have historically been derived from AT&T's
     wireless customers traveling through our areas. Our roaming agreement
     with AT&T contemplates that the roaming rate charges to AT&T for AT&T's
     customers roaming onto our network will decline over the next several
     years and may be renegotiated. The roaming agreement has a 20-year term
     and may be terminated by AT&T if we breach any of its material
     provisions.

   AT&T may also terminate the license and roaming agreements in the event of
specified acquisitions or mergers. See "Certain Relationships and Related
Transactions--The AT&T Agreements."

   The various agreements we have entered into with AT&T contain requirements
regarding the construction of our network, and, in many instances these
requirements are more stringent than those imposed by the FCC. Failure to meet
those requirements could result in termination of exclusivity provisions
contained in our agreements with AT&T. We will need to complete the
construction of additional phases of our network on a timely basis to meet
those requirements. The construction of the remainder of our network involves
risks of unanticipated costs and delays.

   Our results of operations would be adversely affected if any of our
agreements with AT&T are terminated.

                                       8
<PAGE>

AT&T may compete with us.

   Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T's request. The resale agreement will allow
AT&T to sell access to, and usage of, our services in our licensed area on a
nonexclusive basis and using the AT&T brand. AT&T may be able to develop its
own customer base in our licensed area during the term of the resale
agreement. In addition, if AT&T engages in specified business combinations,
the exercise of its termination rights under the stockholders' agreement could
result in increased competition detrimental to our business. We cannot assure
you that AT&T will not enter into such a business combination, and the
termination of the non-compete and exclusivity provisions of the stockholders'
agreement could have a material adverse effect on our operations.

We may have difficulty managing our growth.

   We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the
future. The management of such growth will require, among other things,
continued development of our financial and management controls and management
information systems, stringent control of costs, increased marketing
activities, ability to attract and retain qualified management personnel and
the training of new personnel. We intend to hire additional personnel in order
to manage our expected growth and expansion. Failure to successfully manage
our expected rapid growth and development and difficulties in managing the
build-out of our network could have a material adverse effect on our business,
results of operations and financial condition.

We may require significant additional capital.

   We currently estimate that capital requirements for the period from
inception through year-end 2001 will total approximately $1.3 billion. We
believe that the proceeds of this offering, together with borrowings under our
credit facility, net proceeds from our senior subordinated discount notes
offering completed in 1998, proceeds from the expected sale of our towers, and
the proceeds of the irrevocable equity commitments we have received from some
of our stockholders, will provide us with sufficient capital to fund those
requirements. However, if we are unable to borrow under our credit facility
because we cannot satisfy the borrowing conditions, which include the absence
of any material adverse change, or if one or more of our stockholders fails to
honor its equity commitment on a timely basis, we would need additional funds
to satisfy our capital requirements. In addition, the funds we actually
require may vary materially from these estimates. We could require additional
funds in the event of significant departures from our current business plan,
unforeseen delays, cost overruns, unanticipated expenses, regulatory changes,
engineering design changes and other technological risks. We may also need
additional funds for acquisitions as we engage, from time to time, in
discussions with AT&T and others regarding possible acquisitions of additional
personal communications services licenses, and we may also engage in
discussions regarding future acquisitions of cellular licenses within our
currently licensed area.

   Sources of funding for any further financing requirements may include any
or all of the following:

  .  vendor financing;

  .  public offerings or private placements of equity and debt securities;

  .  commercial bank loans;

  .  additional capital contributions from equity investors; and

  .  equipment lease financing.

We are highly leveraged and additional financing may not be available.

   Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, we may not be able to obtain
financing on a timely basis, on terms acceptable to us and within the

                                       9
<PAGE>

limitations contained in our credit facility or the indenture governing our
11% senior subordinated discount notes due 2008 or any new financing
arrangements. Failure to obtain any appropriate financing, should the need for
it develop, could result in the delay or abandonment of our development and
expansion plans and our failure to meet regulatory and contractual
requirements. It could also impair our ability to meet our debt service
requirements and could have a material adverse effect on our business.

   The degree to which we are leveraged could have other important
consequences to us, including increasing our vulnerability to:

  .  changes in general economic conditions;

  .  increases in prevailing interest rates; and

  .  competitive pressures on pricing.

   In addition, the fact that we may be more leveraged than some of our
competitors may become a competitive disadvantage.

We face significant competition.

   Competition in the wireless communications services industry is intense.
Many of our competitors have substantially greater financial, technological,
marketing and sales and distribution resources than we do. In addition,
competitors who entered the wireless communications services market before us
may have a significant time-to-market advantage over us. As a new entrant in
the market, we may have to engage in significant and prolonged discounting to
attract customers, which would materially adversely affect our business. In
addition, some of our competitors may market other services, such as
traditional landline telephone service, cable television access and access to
the Internet, together with their wireless communications services. We may not
be able to compete successfully with competitors who have substantially
greater resources or a significant time-to-market advantage or who offer more
services than we do.

   We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Some of these
competitors already have substantial coverage in portions of our licensed
areas. Some of our competitors have more extensive coverage within our
licensed areas than we provide and also have broader regional coverage.

   We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. In addition, we expect that
in the future providers of wireless communications services will compete more
directly with providers of traditional landline telephone services, energy
companies, utility companies and cable operators who expand their services to
offer communications services. See "--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacement."

   Our ability to compete successfully will depend, in part, upon our ability
to anticipate and respond to various competitive factors affecting the
industry, including the introduction of new services, changes in consumer
preferences, demographic trends, economic conditions and competitors' pricing
strategies, all of which could adversely affect our profitability. In
addition, the future level of demand for wireless communications services is
uncertain. See "Business--Competition" and "The Wireless Communications
Industry."

We are dependent upon roaming revenue.

   In 1998, approximately 28.1%, and in the six months ended June 30, 1999,
approximately 33.9%, of our revenues were derived from roaming as the result
of payments by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T's wireless customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue.

                                      10
<PAGE>

As a result, our roaming revenue increases during vacation periods,
introducing a measure of seasonality to our roaming revenue.

The personal communications services industry is relatively new and unproven.

   Personal communications services systems have a limited operating history
in the United States, and our operation of these systems in our markets may
not become profitable. In addition, we cannot estimate with any degree of
certainty the extent of potential demand for personal communications services
in our markets. Our inability to establish and successfully market personal
communications services could have a material adverse effect on our financial
condition and results of operations.

   The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in end-user requirements and preferences. The extent
of customer demand remains uncertain, as does the extent to which airtime and
monthly access rates may continue to decline. As a result, our future
prospects and those of the industry also remain uncertain.

We are dependent on consultants, contractors and equipment providers who could
fail to perform their obligations.

   We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these vendors,
consultants or contractors to fulfill their contractual obligations could
materially delay the construction of our personal communications services
network, which could materially adversely affect our financial condition and
results of operations.

   We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog of orders. Accordingly,
the lead time for the delivery of this equipment may be long. Some of our
competitors purchase large quantities of communications equipment and may have
established relationships with the manufacturers of this equipment, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. Our agreements with vendors contain damages provisions if they do
not deliver the equipment according to schedule. Nevertheless, the vendors may
fail to deliver the equipment to us in a timely manner. If we do not receive
the equipment in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors. In addition,
we may be unable to satisfy the requirements regarding the construction of our
network contained in FCC regulations and our agreements with AT&T. We also
purchase a significant amount of handsets from a few providers. Handsets are
in high demand, and some providers have had a substantial backlog of orders.

A high rate of customer turnover may negatively impact our business.

   Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including network coverage, reliability issues such as blocked and dropped
calls, handset problems, non-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could have a material adverse effect on our competitive position and
results of operations.

                                      11
<PAGE>

We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

   The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the Federal Aviation Administration, regulates tower
marking and lighting. The FCC, the FAA or the state and local agencies and
courts having jurisdiction over our business may adopt regulations or take
other actions that would adversely affect our business.

   The loss of any of our licenses from the FCC to provide wireless services
would have a material adverse effect on our business. Our FCC licenses are
subject to renewal and revocation and were initially granted to AT&T on June
23, 1995. As the licensee for those licenses, we must construct facilities
that offer coverage to one-third of the population of our service areas by
June 2000 and coverage to two-thirds of the population by June 2005. Licensees
who fail to meet these coverage requirements are subject to forfeiture of the
license. We expect to comply with these coverage requirements within the
requisite time period; however, the non-renewal or loss of any of our licenses
could materially adversely affect our business. See "The Wireless
Communications Industry--Regulation."

Our success depends on our ability to attract and retain qualified personnel.

   A small number of key executive officers manages our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we may not be
successful in retaining our key personnel or in attracting and retaining other
highly qualified technical and management personnel. We do not presently
maintain key-man life insurance on any of our executives or other employees.

We will likely incur operating costs due to unauthorized use of our network.

   As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers
for unbillable fraudulent roaming.

Our technological infrastructure could become obsolete, resulting in costly
upgrades or replacement.

   We have employed digital wireless communications technology using the
current time division multiple access/IS-136 standards. Other digital
technologies may ultimately prove to be more advantageous than time division
multiple access. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage, and competitive pressures
may require us to change our digital technology at substantial cost. We may
not be able to respond to those pressures and implement new technology on a
timely basis, or at an acceptable cost. If time division multiple access
technology becomes obsolete at some time in the future, and we are unable to
effect a cost-effective migration path, it could materially and adversely
affect our financial condition, results of operations and liquidity. Time
division multiple access/IS-136 standards may not always meet or exceed the
capabilities and quality of other technologies. See "Business--Time Division
Multiple Access Digital Technology."

   In addition, if AT&T adopts a new technology other than time division
multiple access digital technology, and we do not adopt the new technology,
our exclusivity rights will terminate under our agreements with AT&T. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Exclusivity."


                                      12
<PAGE>

Radio frequency emissions could be harmful.

   Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may have the
effect of discouraging the use of wireless handsets, which could have an
adverse effect upon our business. During the past two years, the FCC has
updated the guidelines and methods it uses for evaluating radio frequency
emissions from radio equipment, including wireless handsets. In addition,
interest groups have requested that the FCC investigate claims that time
division multiple access and other digital technologies pose health concerns
and cause interference with hearing aids and other medical devices. Although
the updates impose new restrictive standards on radio frequency emissions from
lower power devices such as wireless handsets, all wireless handsets that we
offer our customers comply with the proposed standards. Additionally, the FCC
has initiated a rulemaking proceeding to implement provisions of the
Telecommunications Act of 1996 that is designed to ensure that personal
communications services handsets and other technological equipment are
accessible to people with disabilities. See "The Wireless Communications
Industry--Regulation."

Our use of the SunCom brand name for marketing our services exposes us to some
risks.

   We use the SunCom brand name to market our products and services in
conjunction with two other Members of the AT&T Wireless Network, TeleCorp PCS
and Tritel PCS, in order to broaden our marketing exposure and share the costs
of advertising. It is possible that our reputation for quality products and
services under the SunCom brand name will be associated with the reputation of
TeleCorp PCS and Tritel PCS, and any unfavorable consumer reaction to our
wireless partners using the SunCom brand name could adversely affect our own
reputation.

   Prior to adopting the SunCom brand name, we conducted extensive
investigations to confirm the availability of the SunCom brand name for use in
connection with wireless telecommunications services. After resolving an
initial dispute with SunCom Telecommunications of Chicago, Illinois and
purchasing all of that company's rights in the trademark SunCom, we believe
our rights in the SunCom brand name are secure in its geographic area of use.
The State of Florida has contacted AT&T concerning its alleged rights in the
trademark SunCom. The State of Florida uses the trademark SunCom for a
communications network used solely by state agencies in the State of Florida
and certain not-for-profit entities that conduct a threshold level of business
with the State of Florida. TeleCorp PCS, Tritel PCS and Triton are working to
amicably resolve any potential dispute with the State of Florida concerning
the SunCom trademark. If we are not successful in reaching an amicable
resolution with the State of Florida, we may need to litigate to determine the
scope of the rights of the State of Florida with respect to the trademark
SunCom. While we believe that we may use the SunCom brand name both in and
outside the State of Florida, the outcome of any litigation is uncertain, and
we may not have a continuing right to use the SunCom brand name in the areas
in which the State of Florida has done business under the trademark SunCom.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations.

   We are a holding company with no direct operations and no significant
assets other than the stock of our subsidiaries. We depend on the cash flows
of our subsidiaries to meet our obligations and to pay any potential
dividends. The ability of our subsidiaries to distribute funds to us is and
will be restricted by the terms of existing and future indebtedness, including
our credit facility and indenture, and by applicable state laws that limit the
payments of dividends. See "Description of Certain Indebtedness--Notes" and
"--Credit Facility."

   The documents governing our indebtedness, including the credit facility and
indenture, contain significant covenants that limit our ability to engage in
various transactions and, in the case of the credit facility, require
satisfaction of specified financial performance criteria. In addition, under
each of these documents, the occurrence of specific events, in some cases
after notice and grace periods, would constitute an event of default
permitting acceleration of the respective indebtedness. The limitations
imposed by the documents governing our outstanding

                                      13
<PAGE>

indebtedness are substantial, and failure to comply with them could have a
material adverse effect on our business. See "Description of Certain
Indebtedness."

A limited number of stockholders controls us, and their interests may be
different from yours.

   Chase Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
Management Incorporated, Toronto Dominion Capital (USA), Inc., First Union
Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P., our principal
institutional investors, will control approximately   % of our total voting
power after the offering, and Michael Kalogris and Steven Skinner will control
approximately    % of our total voting power after the offering. Those
stockholders are party to a stockholders' agreement under which they have
agreed that after the offering they will vote their shares together to elect
two of our directors. As a result, these institutional investors and our
management will have the ability to control our future operations and
strategy. Conflicts of interest between the institutional investors and
management stockholders and our public stockholders may arise with respect to
sales of shares of common stock owned by the institutional investors and
management stockholders or other matters. For example, sales of shares by the
institutional investors and management stockholders could result in a change
of control under our credit facility, which would constitute an event of
default under the credit facility, and under our indenture, which would
require us to offer to repurchase our senior subordinated discount notes. In
addition, the interests of our institutional investors and other existing
stockholders regarding any proposed merger or sale may differ from the
interests of our new public stockholders, especially if the consideration to
be paid for the common stock is less than the price paid by public
stockholders.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors.

   Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors,
including our chief executive officer and chief operating officer, serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

   We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations."

We may face additional costs and other adverse effects due to year 2000
computer problems.

   We use a significant number of computer systems and software programs in
our operations, including applications used in support of our personal
communications services network equipment and various administrative
functions. Although we believe that our computer systems and software
applications contain source code that is able to interpret appropriately dates
after December 31, 1999, our failure to make or obtain necessary modifications
to our systems and software could result in systems interruptions or failures
that could have a material adverse effect on our business. We do not
anticipate that we will incur material expenses to make our systems year 2000
compliant. However, unanticipated costs necessary to avoid potential system
interruptions could exceed our present expectations and consequently have a
material adverse effect on our business. Further,

                                      14
<PAGE>

if our key equipment and service providers fail to make their respective
computer systems and software programs year 2000 compliant, their failure
could have a material adverse effect on our business. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

Our stock price is likely to be very volatile.

   Prior to this offering, you could not buy or sell our common stock
publicly. Although the initial public offering price will be determined based
on several factors, the market price after the offering may vary from the
initial offering price. The market price of our common stock is likely to be
highly volatile and could be subject to wide fluctuations in response to
factors such as the following, some of which are beyond our control:

  .  quarterly variations in our operating results;

  .  operating results that vary from the expectations of securities analysts
     and investors;

  .  changes in expectations as to our future financial performance,
     including financial estimates by securities analysts and investors;

  .  changes in market valuations of other personal communications services
     companies;

  .  announcements of technological innovations or new services by us or our
     competitors;

  .  announcements by us or our competitors of significant contracts,
     acquisitions, strategic partnerships, joint ventures or capital
     commitments;

  .  additions or departures of key personnel;

  .  future sales of our common stock; and

  .  stock market price and volume fluctuations.

   Stock markets in the United States often experience extreme price and
volume fluctuations. Market fluctuations, as well as general political and
economic conditions such as a recession or interest rate or currency rate
fluctuations, could adversely affect the market price of our common stock.

Substantial sales of our common stock could adversely affect our stock price.

   Sales of a substantial number of shares of common stock after the offering
could adversely affect the market price of the common stock by introducing a
large number of sellers to the market. Given the volatility that will likely
exist for our shares, such sales could cause the market price of our common
stock to decline.

   After this offering, we will have     shares of common stock outstanding,
or     shares if the underwriters' over-allotment option is exercised in full,
and we have reserved an additional     shares of common stock for issuance
under outstanding stock options. In addition, 543,683 shares of our common
stock may be issued upon conversion of our Series D preferred stock. All of
the shares of common stock to be sold in this offering will be freely tradable
without restriction or further registration under the federal securities laws
unless purchased by our affiliates, as that term is defined in Rule 144 under
the Securities Act. Upon completion of this offering, the remaining shares of
outstanding common stock, representing approximately  %, or  % if the
underwriters' over-allotment option is exercised in full, will be restricted
securities under the Securities Act, subject to restrictions on the timing,
manner and volume of sales of such shares.

   Following the consummation of this offering, we also intend to file a
registration statement on Form S-8 under the Securities Act covering
shares of common stock reserved for issuance under our proposed stock option
plan; that registration statement will automatically become effective upon
filing. As of August 13, 1999, no options to purchase shares of our common
stock were granted.

                                      15
<PAGE>

   We cannot predict whether future sales of our common stock, or the
availability of our common stock for sale, will adversely affect the market
price for our common stock or our ability to raise capital by offering equity
securities.

Anti-takeover provisions affecting us could prevent or delay a change of
control.

   Provisions of our certificate of incorporation and bylaws, provisions of
our debt instruments and other agreements, and provisions of applicable
Delaware law and applicable federal and state regulations may discourage,
delay or prevent a merger or other change of control that stockholders may
consider favorable. Under our certificate of incorporation, our board of
directors has the authority to issue up to 7,000,000 shares of preferred
stock, par value $0.01 per share, and to determine the price and the terms,
including preferences and voting rights, of those shares without stockholder
approval. Although we have no current plans to issue additional shares of our
preferred stock, any such issuance could:

  .  have the effect of delaying, deferring or preventing a change in control
     of our company;

  .  discourage bids for our common stock at a premium over the market price;
     or

  .  adversely affect the market price of, and the voting and other rights of
     the holders of, our common stock.

   Any amendment to our certificate of incorporation must be approved by the
affirmative vote of the holders of shares of Series C preferred stock and
common stock representing at least two-thirds of the votes entitled to be cast
for the election of directors, voting together as a single class, subject to
the separate class vote requirements relating to any class or series of
preferred stock.

   We are party to several agreements that contain limitations on our ability
to enter into change of control transactions.

  . Under the stockholders' agreement, we may not enter into some types of
    change of control transactions without receiving AT&T's prior written
    consent, including some mergers, combinations or consolidations with
    companies that are not subsidiaries of ours, any sales or dispositions of
    a substantial portion of our assets or those of a subsidiary, or our or
    our subsidiary's liquidation, dissolution or winding up. AT&T's interests
    may conflict with yours concerning potential change of control
    transactions.

  . The commitment letter regarding the amendment of our credit facility also
    contains covenants which limit mergers, acquisitions and asset sales.

  . The indenture for our senior subordinated discount notes contains
    limitations concerning mergers, consolidations and certain sales of
    assets by us.

   The limitations imposed by these agreements may deter takeover attempts.
See "Description of Capital Stock--Anti-Takeover Provisions."

   We are subject to various Delaware laws that could have the effect of
delaying, deterring or preventing a change in control of our company. One of
these laws prohibits us from engaging in a business combination with any
interested stockholder for a period of three years from the date the person
became an interested stockholder, unless specified conditions are met.

   Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

   In addition, the significant amount of common stock held by our executive
officers, directors and affiliates, together, could have the effect of
discouraging potential takeover attempts or making it more difficult for
stockholders to change management.


                                      16
<PAGE>

You will experience immediate and substantial dilution.

   The initial public offering price is expected to be substantially higher
than the net tangible book value of each outstanding share of common stock.
Purchasers of common stock in this offering will suffer immediate and
substantial dilution. The dilution will be $   per share in the net tangible
book value of the common stock at an assumed initial public offering price of
$   per share.

Your ownership interest could be diluted upon conversion of our Series A
preferred stock.

   AT&T owns 786,253 shares of our Series A preferred stock. On or after
February 4, 2006, AT&T may convert its shares of Series A preferred stock into
our common stock having a market value equal to the accreted value of the
Series A preferred stock at that date. As a result, AT&T will be entitled to a
larger number of shares of common stock if the market value of the common
stock declines. Any potential conversion by AT&T will dilute the ownership
interest of our existing shares of common stock, which could cause the price
of shares of our common stock to decline.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of
operations or of our financial position or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed above in
the section captioned "Risk Factors," as well as any cautionary language in
this prospectus, provide examples of risk, uncertainties and events that may
cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. Before you invest in our common
stock, you should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus could have a material
adverse effect on our business, results of operations, financial position and
the price of our common stock.

                                      17
<PAGE>

                                USE OF PROCEEDS

   The net proceeds we receive from the sale of     shares of our common stock
in this offering are estimated to be $   , or $    if the underwriters
exercise their over-allotment option in full, at an assumed initial public
offering price of $    per share and after deducting underwriting discounts
and commissions and estimated offering expenses of $    payable by us.

   We expect to use the net proceeds for general corporate purposes, including
capital expenditures in connection with the expansion of our personal
communications services network, sales and marketing activities and working
capital. The amounts we actually expend may vary significantly and will depend
on a number of factors, including the amount of our future revenues and the
other factors described under "Risk Factors." Accordingly, our management will
retain broad discretion in the allocation of the net proceeds of this
offering. A portion of the net proceeds may also be used to acquire or invest
in complimentary businesses, technologies, product lines or products. We have
no current plans, agreements or commitments with respect to any such
acquisition, and we are not currently engaged in any negotiations with respect
to any such transaction. Pending such uses, the net proceeds of this offering
will be invested in short term, interest-bearing, investment grade securities.

                                DIVIDEND POLICY

   We have never declared or paid a cash dividend on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Any future determination to pay dividends
will be at the discretion of our board of directors and will be dependent upon
then existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Our ability to pay dividends
is restricted by the terms of our preferred stock, our indenture and our
credit facility. See "Description of Capital Stock" and "Description of
Certain Indebtedness."

                                      18
<PAGE>

                                CAPITALIZATION

   The following table sets forth our capitalization as of June 30, 1999:

  .  on an actual basis;

  .  on a pro forma basis to reflect the conversion upon the closing of the
     offering of all outstanding shares of Series C preferred stock; and

  .  on a pro forma basis as adjusted to reflect the sale of the common stock
     offered hereby at an assumed initial public offering price of $   per
     share and the receipt of the net proceeds therefrom.

   This information should be read in conjunction with our financial
statements and related notes thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                      As of June 30, 1999
                                                 --------------------------------
                                                                       Pro Forma
                                                  Actual   Pro Forma  As Adjusted
                                                 --------  ---------  -----------
                                                  (in thousands, except share
                                                             data)
<S>                                              <C>       <C>        <C>
Long term obligations:
  Bank credit facility.........................  $150,000  $150,000    $150,000
  Senior subordinated debt.....................   331,650   331,650     331,650
  Capital lease obligations....................     1,924     1,924       1,924
                                                 --------  --------    --------
                                                  483,574   483,574     483,574
                                                 --------  --------    --------
Series A redeemable convertible preferred stock
 1,000,000 shares authorized, $.01 par value,
 786,253 shares issued and outstanding.........    89,627    89,627      89,627
Shareholders' Equity:
  Series B preferred stock, $.01 par value;
   2,000,000 shares authorized, no shares
   issued or outstanding.......................       --        --          --
  Series C preferred stock, $.01 par value;
   3,000,000 shares authorized, 1,915,187
   shares issued and outstanding, none on a pro
   forma and as adjusted basis.................        19       --          --
  Series D preferred stock, $.01 par value;
   1,000,000 shares authorized, 543,683 shares
   issued and outstanding......................         5         5           5
  Common stock, $.01 par value; 10,000,000
   shares authorized, 273,208 shares issued and
   outstanding, 2,188,395 shares on a pro forma
   basis and      as adjusted..................         3        22
  Additional paid-in capital...................   169,771   169,771
  Accumulated deficit..........................   (99,366)  (99,366)    (99,366)
  Accumulated other comprehensive income.......       735       735         735
  Deferred compensation........................      (255)     (255)       (255)
                                                 --------  --------    --------
    Total Shareholders' Equity.................    70,912    70,912
                                                 --------  --------    --------
    Total Capitalization.......................  $644,113  $644,113
                                                 ========  ========    ========
</TABLE>

                                      19
<PAGE>

                                   DILUTION

   Our pro forma net tangible book value as of June 30, 1999 was approximately
$    million, or $    per share of common stock. Pro forma net tangible book
value represents the amount of total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding, assuming
conversion of all outstanding shares of Series C preferred stock into common
stock. Without taking into account any other changes in the net tangible book
value after June 30, 1999, other than to give effect to our sale of the
shares of common stock offered hereby at an assumed initial public offering
price of $   per share and our receipt of the estimated net proceeds
therefrom, our as adjusted pro forma net tangible book value as of June 30,
1999 would have been approximately $    million, or $   per share. This
represents an immediate increase in net tangible book value of $   per share
to existing stockholders and an immediate dilution of $    per share to new
investors. The following table illustrates this per share dilution:

<TABLE>
<S>                                                                   <C> <C>
Assumed initial public offering price per share......................     $
  Pro forma net tangible book value per share before this offering... $
  Increase per share attributable to new investors...................
                                                                      ---
As adjusted pro forma net tangible book value per share after this
 offering............................................................
                                                                          ----
  Dilution per share to new investors................................     $
                                                                          ====
</TABLE>

   The following table summarizes, on a pro forma basis as of June 30, 1999,
the differences between existing stockholders and the new investors with
respect to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid before deducting the
underwriting discounts and commissions and estimated offering expenses payable
by us.

<TABLE>
<CAPTION>
                         Shares Purchased       Total Consideration       Average
                         -------------------    ----------------------     Price
                         Number     Percent      Amount      Percent     Per Share
                         --------   --------    ----------  ----------   ---------
<S>                      <C>        <C>         <C>         <C>          <C>
Existing shareholders...                      %  $                     %   $
New investors...........                      %                        %
                          --------    --------   ----------   ---------    ----
Total...................                      %  $                     %   $
                          ========    ========   ==========   =========    ====
</TABLE>

                                      20
<PAGE>

                SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

   The following tables present selected financial data derived from the
audited combined financial statements of Triton and its predecessor company
for the period from March 6, 1997 through December 31, 1997 and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.

<TABLE>
<CAPTION>
                               March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, --------------------
                                   1997          1998       1998       1999
                               ------------- ------------ ---------  ---------
                                   (in thousands, except per share data)
<S>                            <C>           <C>          <C>        <C>
Statement of Operations Data:
Revenues:
  Service revenues...........         --      $  11,172         --   $  17,662
  Roaming revenues...........         --          4,651         --      12,953
  Equipment revenues.........         --            755         --       7,627
                                  -------     ---------   ---------  ---------
    Total revenues...........         --         16,578         --      38,242
                                  -------     ---------   ---------  ---------
Cost and expenses:
  Costs of services and
   equipment.................         --          5,997         --      27,625
  Operations.................         --         13,045   $   1,444     11,023
  Sales and marketing........         --          1,703         --      20,562
  General and
   administrative............     $ 2,736         8,570       3,709     10,653
  Depreciation and
   amortization..............           5         6,663       1,114     15,969
                                  -------     ---------   ---------  ---------
    Total operating
     expenses................       2,741        35,978       6,267     85,832
                                  -------     ---------   ---------  ---------
Loss from operations.........      (2,741)      (19,400)     (6,267)   (47,590)
Interest expense.............      (1,228)      (30,391)     (9,872)   (18,847)
Interest and other income....           8        10,635       2,739      2,652
                                  -------     ---------   ---------  ---------
Loss before income taxes.....      (3,961)      (39,156)    (13,400)   (63,785)
Income tax benefit...........         --          7,536       6,803        --
                                  -------     ---------   ---------  ---------
Net loss.....................     $(3,961)    $ (31,620)  $  (6,597) $ (63,785)
Accretion on preferred
 stock.......................         --         (6,853)     (2,977)    (4,149)
                                  -------     ---------   ---------  ---------
Net loss available to common
 stockholders................     $(3,961)    $ (38,473)  $  (9,574) $ (67,934)
                                  =======     =========   =========  =========
Unaudited pro forma basic and
 diluted net loss per common
 share.......................                 $  (23.26)  $   (7.27) $  (31.10)
                                              =========   =========  =========
Unaudited pro forma weighted
 average common shares
 outstanding.................                 1,654,104   1,316,498  2,184,224
                                              =========   =========  =========
</TABLE>

                                      21
<PAGE>

<TABLE>
<CAPTION>
                                                       December 31,
                                                     ----------------- June 30,
                                                      1997      1998     1999
                                                     -------  -------- --------
                                                          (in thousands)
<S>                                                  <C>      <C>      <C>
Balance Sheet Data:
Cash and cash equivalents........................... $11,362  $146,172 $  9,250
Working capital.....................................  (5,681)  146,192   40,646
Property, plant and equipment, net..................     473   198,953  293,706
Total assets........................................  13,253   686,859  701,135
Long-term debt and capital lease obligations........     --    465,689  483,574
Redeemable preferred stock..........................     --     80,090   89,627
Shareholders' equity (deficit)......................  (3,959)   95,889   70,912
</TABLE>

<TABLE>
<CAPTION>
                               March 6, 1997              Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, -------------------
                                   1997          1998       1998      1999
                               ------------- ------------ --------  ---------
<S>                            <C>           <C>          <C>       <C>
Other Data:
Subscribers (end of period)...        --         33,844      --        78,364
Launched potential customers
 (end of period)..............        --        248,000      --     8,700,000
EBITDA(1) (in thousands)......    $(2,736)     $(12,737)  $ (5,153) $ (31,621)
Cash flows (in thousands)
 from:
  Operating activities........    $(1,077)     $ (4,130)  $   (188) $ (49,575)
  Investing activities........       (478)     (372,372)  (172,229)  (124,108)
  Financing activities........     12,917       511,312    422,563     36,761
</TABLE>
--------
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
    expense. EBITDA is a key financial measure but should not be construed as
    an alternative to operating income or cash flows from operating activities,
    as determined in accordance with generally accepted accounting principles.
    We believe that EBITDA is a standard measure commonly reported and widely
    used by analysts and investors in the wireless communications industry.
    However, our method of computation may or may not be comparable to other
    similarly titled measures of other companies.

                                       22
<PAGE>

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Introduction

   The following discussion and analysis are based upon our financial
statements as of the dates and for the periods presented in this section. You
should read this discussion and analysis in conjunction with our financial
statements and the related notes contained elsewhere in this prospectus.

   We were incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T whereby AT&T contributed to us personal communications
services licenses covering 20 MHz of authorized frequencies in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in our licensed markets.

   We began commercial operations and earning recurring revenues in July 1998
in connection with our acquisition of an existing cellular system serving
Myrtle Beach, South Carolina and the surrounding area on June 30, 1998. We
began generating revenues from the sale of personal communications services in
the first quarter of 1999 as part of Phase I of our personal communications
services network build-out.

   Our personal communications services network build-out is scheduled for
three phases. In the first half of 1999, we completed Phase I of this build-
out and successfully launched personal communications services in 15 markets.
We are now able to provide service to over 8.7 million individuals, or 67% of
our potential customers. Our network in these 15 markets includes 660 cell
sites and four switches. Since we began offering personal communications
services in our first 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have
grown dramatically. From January 1999 to June 1999, our subscriber base grew
from 33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from 0.7 million minutes per month to 11.4 million
minutes per month.

   We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area as well as neighboring cities where
AT&T and other carriers use wireless technology. We expect Phase III to be
completed by the end of 2001 and to add approximately 1,050 new cell sites and
two new switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles. Any further expansion beyond Phase III of
our network build-out will be evaluated on a market-by-market basis.

   On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems of South
Carolina, Inc. This transaction was accounted for as a purchase. We integrated
the Myrtle Beach system into our personal communications services network as
part of our Phase I network deployment. The substantial majority of our
revenues prior to 1999 were generated by cellular services provided in Myrtle
Beach. Our results of operations do not include the Myrtle Beach system prior
to our acquisition of that system.

                                      23
<PAGE>

   On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
recently deployed network plant and infrastructure. The integration and launch
of our Norfolk personal communications services were completed as part of our
Phase I network build-out.

   On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
personal communications services licenses that cover approximately 512,000
potential customers in Hagerstown and Cumberland, Maryland for personal
communications services licenses that cover approximately 517,000 potential
customers in Savannah and Athens, Georgia. In connection with this exchange,
we issued to AT&T 53,882 shares of our Series A preferred stock and 42,739
shares of our Series D preferred stock. We expect to build out our Savannah
and Athens licenses as part of Phase II of our network deployment plan.

   From time to time, we may enter into discussions regarding the acquisition
of other licenses, including swapping our licenses for those of other license
holders.

Revenue

   We derive our revenue from the following sources:

  .  Service. We sell wireless personal communications services. The various
     types of service revenue associated with wireless communications
     services for our subscribers include monthly recurring charges and
     monthly non-recurring airtime charges for local, long distance and
     roaming airtime used in excess of pre-subscribed usage. Our customers'
     roaming charges are rate plan dependent and based on the number of
     pooled minutes included in their plans. Service revenue also includes
     monthly non-recurring airtime usage charges associated with our prepaid
     subscribers and non-recurring activation and de-activation service
     charges.

  . Equipment. We sell wireless personal communications handsets and
    accessories that are used by our customers in connection with our
    wireless services.

  .  Roaming. We charge per minute fees to other wireless companies for their
     customers' use of our network facilities to place and receive wireless
     services.

   We sell our services and products to retail consumers, businesses,
institutions and governments at rates and prices that are competitive with
other wireless providers in our markets. We distribute our services and
products to retail consumers through 42 company-owned retail stores and over
150 independent retail distributors. We also employ a direct sales force of
approximately 60 individuals that focuses primarily on business, institutional
and government sales. We believe that we will be able to generate higher
penetration through cost-effective use of multiple distribution channels.

   We market our services and products under, and believe that our sales and
marketing efforts will benefit substantially from the use of, the AT&T and
SunCom brand names. We use these names with equal emphasis. Our marketing
efforts seek to distinguish our service and product offerings on the basis of
the quality and extent of our wireless coverage, including the virtually
nationwide coverage our subscribers enjoy through the AT&T Wireless Network,
and the digital service features that are available to our subscribers. We
believe that our use of the AT&T and SunCom brand names, our high quality of
wireless service and proactive customer care and simplified and flexible
billing, as opposed to price differentiation, will increase our revenues and
margins, enhance customer loyalty and reduce churn and cost per gross added
subscriber.

   Industry statistics indicate that average revenue per subscriber for the
wireless communications business has declined substantially over the period
from 1993-1998. Although this decline has stabilized recently, we believe that
some deterioration in average revenue per subscriber will continue. While we
believe that we will benefit from a decline in certain direct operating costs,
including billing, interconnect, roaming and long distance charges, our
ability to improve our margins will depend primarily on our ability to manage
our variable costs,

                                      24
<PAGE>

including selling general and administrative expense, costs per gross added
subscriber and costs of building out our network.

   A particular focus of our strategy is to reduce subscriber churn. Industry
data suggest that those providers, including personal communications services
providers, that have offered poor or spotty coverage, poor voice quality,
unresponsive customer care or confusing billing suffer higher than average
churn rates. Accordingly, we have launched, and will continue to launch,
service in our markets only after comprehensive and reliable coverage and
service can be maintained in that market. In addition, our billing systems
have been designed to provide customers with simple, understandable bills and
flexible billing cycles. Specifically, we offer simplified rate plans in each
of our markets that are tailored to meet the needs of targeted customer
segments. We offer regional and national rate plans which include local, long
distance and roaming services, as well as bundled minutes with multiple
options, designed to suit customers' needs. Finally, proactive subscriber
retention is an important initiative for our customer care program.

   We believe our roaming revenues will be subject to seasonality. We expect
to derive increased revenues from roaming during vacation periods, reflecting
the large number of tourists visiting resorts in our coverage area. We believe
that our equipment revenues will also be seasonal, as we expect sales of
telephones to peak in the fourth quarter, primarily as a result of increased
sales during the holiday season. Although we expect our overall revenues to
increase due to increasing roaming minutes, our per-minute roaming revenue
will decrease over time according to the terms of our agreements with AT&T.

Costs and Expenses

   Cost of Services and Equipment

   Our costs of services and equipment include:

  .  Equipment. We purchase personal communications services handsets and
     accessories from third party vendors to resell to our customers for use
     in connection with our services. Because we subsidize the sale of
     handsets to encourage the use of our services, the cost of handsets is
     higher than the resale price to the customer. We do not manufacture any
     of this equipment. Although management expects that handset costs will
     decline, it does not expect that it will be able to reduce the overall
     level of handset subsidies since management also believes that retail
     handset prices will decline proportionally with costs.

  .  Roaming Fees. We incur fees to other wireless communications companies
     based on airtime usage by our customers on other communications
     networks.

  .  Transport and Variable Interconnect. We incur charges associated with
     interconnection with other carriers' networks. These fees include
     monthly connection costs and other fees based on minutes of use by our
     customers.

  .  Variable Long Distance. We pay usage charges to other communications
     companies for long distance service provided to our customers. These
     variable charges are based on our subscribers' usage, applied at pre-
     negotiated rates with the other carriers.

  .  Cell Site Costs. We will incur expenses for the rent of towers and
     network facilities and related utility and maintenance charges. We have
     recently agreed to sell our towers and lease them back.

   Recent industry data indicate that transport, interconnect, roaming,
billing and long distance charges that we currently incur will continue to
decline, due principally to competitive pressures and new technologies. Cell
site costs are expected to increase due to escalation factors included in the
lease agreements.

                                      25
<PAGE>

  Operating Expenses

   Our operating expenses include:

  . Operations. Our operations expense includes all employee-based charges,
    including engineering operations and support, field technicians, network
    implementation support, product development and engineering management.
    This expense also includes charges directly associated with the
    maintenance of network facilities and equipment.

  . Selling and Marketing. Our selling and marketing expense includes all
    employee-based charges, including brand management, external
    communications, retail distribution, sales training, direct, indirect,
    third party and telemarketing support.

  . General and Administrative. Our general and administrative expense
    includes customer care, billing, information technology, finance,
    accounting and legal services. Functions such as customer care, billing,
    finance, accounting and legal services are likely to remain centralized
    in order to achieve economies of scale.

  . Depreciation and Amortization. Depreciation of property and equipment is
    computed using the straight-line method, generally over three to twelve
    years, based upon estimated useful lives. Leasehold improvements are
    amortized over the lesser of the useful lives of the assets or the term
    of the lease. Network development costs incurred to ready our network for
    use are capitalized. Amortization of network development costs begins
    when the network equipment is ready for its intended use and is amortized
    over the estimated useful life of the asset. Our personal communications
    services licenses and our cellular license are being amortized over a
    period of 40 years.

  . Interest Income (Expense). Interest income is earned primarily on our
    cash and cash equivalents. Interest expense through June 30, 1999
    consists of interest on our credit facility and our senior subordinated
    discount notes.

   We expect our operating costs to grow significantly as our operations
expand and our customer base and call volumes increase. Over time, these
expenses should represent a reduced percentage of revenues as our customer
base grows. Management will focus on application of systems and procedures to
reduce billing expense and improve subscriber communication. These systems and
procedures will include debit billing, credit card billing, over-the-air
payment and Internet billing systems.

Results of Operations

  Six months ended June 30, 1999 compared to six months ended June 30, 1998

   For the six months ended June 30, 1999, total revenue was $38.2 million.
This was comprised of service revenue of approximately $17.7 million,
equipment revenue which totaled approximately $7.6 million and roaming revenue
of approximately $13.0 million. This revenue was primarily related to
launching our first 15 markets as part of our Phase I network build-out. We
generated no revenue for the six months ended June 30, 1998.

   Cost of services and equipment for the six months ended June 30, 1999 was
approximately $27.6 million. We did not incur any cost of services and
equipment for the six months ended June 30, 1998. These costs were primarily
related to launching our first 15 markets as part of completing our Phase I
network build-out.

   Operations expense for the six months ended June 30, 1999 was approximately
$11.0 million, as compared to approximately $1.4 million for the six months
ended June 30, 1998. This increase was primarily related to launching our
first 15 markets as part of completing our Phase I network build-out.

   Selling and marketing expense for the six months ended June 30, 1999 was
approximately $20.6 million. We did not generate any cost for the six months
ended June 30, 1998. These costs were due to higher salary and

                                      26
<PAGE>

benefits expenses for new sales and marketing staff and advertising and
promotion associated with launching our first 15 markets as part of completing
our Phase I network build-out.

   General and administrative expenses for the six months ended June 30, 1999
were approximately $10.7 million, as compared to approximately $3.7 million
for the six months ended June 30, 1998. The increase was due to the
development and growth of infrastructure and staffing related to information
technology, customer care and other administrative functions incurred in
conjunction with the commercial launch of our first 15 markets during the six
months ended June 30, 1999.

   Depreciation and amortization expense for the six months ended June 30,
1999 was approximately $16.0 million, as compared to approximately $1.1
million for the six months ended June 30, 1998. This increase was related to
depreciation of our fixed assets, as well as the initiation of amortization on
personal communications services licenses and the AT&T agreements upon the
commercial launch of our Phase I markets.

   For the six months ended June 30, 1999, interest expense was $18.8 million,
net of capitalized interest of $7.2 million, an increase of $9.0 million over
the same period in 1998. The increase is attributable to increased borrowings
as compared to the same period in 1998.

   For the six months ended June 30, 1999, interest income was $2.5 million, a
decrease of $0.2 million over the same period in 1998. This reduction is due
primarily to lower cash balances.

   For the six months ended June 30, 1999, our net loss was $63.8 million, as
compared to $6.6 million for the same period in 1998. The net loss increased
$57.2 million primarily due to the items discussed above.

 Year ended December 31, 1998 compared to the period from March 6, 1997 to
 December 31, 1997

   Total revenue for the year ended December 31, 1998 was $16.6 million, which
was comprised of services, roaming and equipment revenues related to our
Myrtle Beach operations, which we acquired in June 1998. We had no revenue for
the period from March 6, 1997 to December 31, 1997.

   Costs of services and equipment were $6.0 million for the year ended
December 31, 1998. These costs were associated with our Myrtle Beach
operations. We had no costs of services and equipment for the period from
March 6, 1997 to December 31, 1997.

   Operations expense for the year ended December 31, 1998 was approximately
$13.0 million, which was related to our Myrtle Beach operations. We had no
operations expense for the period from March 6, 1997 to December 31, 1997.

   Selling and marketing costs were $1.7 million for the year ended December
31, 1998, relating primarily to advertising, marketing and promotional
activities associated with our Myrtle Beach operations. We had no selling and
marketing expense for the period from March 6, 1997 to December 31, 1997.

   General and administrative expenses increased by $5.8 million to $8.6
million for the year ended December 31, 1998, as compared to the period from
March 6, 1997 to December 31, 1997. The increase was due primarily to
administrative costs associated with the Myrtle Beach network and our
establishment of our corporate and regional operational infrastructure.

   For the year ended December 31, 1998, depreciation and amortization expense
was $6.7 million. This amount relates primarily to the depreciation of the
tangible and intangible assets acquired in the Myrtle Beach transaction and
amortization attributable to certain agreements executed in connection with
the AT&T joint venture.

   For the year ended December 31, 1998, interest expense was $30.4 million,
net of capitalized interest of $3.5 million, as compared to $1.2 million for
the period from March 6, 1997 to December 31, 1997. This increase is
attributable to increased borrowings in the year ended December 31, 1998.

                                      27
<PAGE>

   For the year ended December 31, 1998, interest and other income was $10.6
million. This amount relates primarily to interest income on our cash and cash
equivalents.

   For the year ended December 31, 1998, we recorded a tax benefit of $7.5
million related to temporary deductible differences, primarily net operating
losses.

   For the year ended December 31, 1998, our net loss was $31.6 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31,
1997. The net loss increased $27.6 million, resulting primarily from the items
discussed above.

Liquidity and Capital Resources

   Since inception, our activities have consisted principally of hiring a
management team, raising capital, negotiating strategic business
relationships, participating in personal communications services auctions,
initiating research and development, conducting market research, developing
our wireless services offering and network, and launching our wireless
services in our Phase I markets. Our primary source of financing during this
time has been from borrowings under our credit facility and the net proceeds
from issuances of capital stock and debentures.

   The construction of our network and the marketing and distribution of
wireless communications products and services has required, and will continue
to require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, operating
cash flow losses and other working capital costs, debt service and closing
fees and expenses. We will also expect to incur significant amounts of debt to
implement our business plan and will therefore be highly leveraged. We
estimate that our total capital requirements, assuming substantial completion
of our network build-out, which will allow us to provide services to 100% of
the potential customers in our licensed area, from our inception until
December 31, 2001 will be approximately $1.3 billion.

   Costs associated with our network build-out include switches, base
stations, towers and antennae, radio frequency engineering, cell site
acquisition and construction and microwave relocation, and include $94.0
million of capital expenditures related to purchase commitments as part of our
agreement with Ericsson. The actual funds required to build out our personal
communications services network may vary materially from these estimates, and
additional funds could be required in the event of significant departures from
the current business plan, in the event of unforeseen delays, cost overruns,
unanticipated expenses, regulatory expenses, engineering design changes and
other technological risks.

   Total capital expenditures for 1998 were approximately $87.7 million. We
estimate that capital expenditures will total approximately $300 million for
the year ended December 31, 1999, and we have incurred $111.4 million of
capital expenditures in the six months ended June 30, 1999.

   As part of our joint venture agreement with AT&T, AT&T transferred personal
communications services licenses covering 20 MHz of authorized frequencies in
exchange for 732,371 shares of our Series A preferred stock and 336,131 shares
of our Series D preferred stock. The Series A preferred stock provides for
cumulative dividends at an annual 10% rate. These dividends accrue until 2008
and are payable in cash thereafter. The Series A preferred stock is redeemable
at the option of its holders beginning in 2018 and at our option, at its
accreted value, on or after February 4, 2008. We may not pay dividends on, or,
subject to specified exceptions, repurchase shares of, our common stock
without the consent of the holders of the Series A preferred stock. The Series
D preferred stock provides for dividends when, as and if declared by our board
of directors and contains limitations on the payment of dividends on our
common stock.

   In connection with the consummation of the joint venture with AT&T, we
received unconditional and irrevocable equity commitments from institutional
equity investors, as well as Michael Kalogris and Steven Skinner, in the
aggregate amount of $140.0 million in return for the issuance of 1.4 million
shares of Series C preferred stock. As of June 30, 1999, $80.0 million of
these equity commitments had been funded. The remaining

                                      28
<PAGE>

equity commitments will be funded in installments of $35.0 million in February
2000 and $25.0 million in February 2001. The Series C preferred stock provides
for dividends when, as and if declared by our board of directors and contains
limitation on the payment of dividends on our common stock.

   We also received equity contributions from our stockholders in the
aggregate amount of $35.0 million in return for the issuance of 350,000 shares
of Series C preferred stock in order to fund a portion of our acquisition of
an existing cellular system in Myrtle Beach, South Carolina. In addition, we
received equity contributions from our stockholders in the aggregate amount of
approximately $30.0 million in return for the issuance of 165,187 shares of
our Series C preferred stock and 134,813 shares of our Series D preferred
stock in order to fund a portion of our Norfolk license acquisition.

   On June 8, 1999, we completed an exchange of licenses with AT&T. We
transferred licenses covering the Hagerstown and Cumberland, Maryland areas
and received licenses covering the Savannah and Athens, Georgia areas. We
issued to AT&T 53,882 shares of our Series A preferred stock and 42,739 shares
of our Series D preferred stock in connection with this exchange.

   On February 3, 1998, we entered into a loan agreement that provides for a
senior secured bank facility with a group of lenders for an aggregate amount
of $425.0 million of borrowings. The bank facility provides for:

  .  a $175.0 million senior secured Tranche A term loan maturing on August
     3, 2006;

  .  a $150.0 million senior secured Tranche B term loan maturing on May 3,
     2007; and

  .  a $100.0 million senior secured revolving credit facility maturing on
     August 3, 2006.

   The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $425.0
million to finance working capital requirements, capital expenditures and
other corporate purposes. Our borrowings under these facilities are subject to
customary conditions, including the absence of material adverse changes.

   We must begin to repay the term loans in quarterly installments, beginning
on February 3, 2002, and the commitments to make loans under the revolving
credit facility are automatically and permanently reduced beginning on August
3, 2004. In addition, the credit facility requires us to make mandatory
prepayments of outstanding borrowings under the credit facility, commencing
with the fiscal year ending December 31, 2001, based on a percentage of excess
cash flow and contains financial and other covenants customary for facilities
of this type, including limitations on investments and on our ability to incur
debt and pay dividends. As of June 30, 1999, we had drawn $150.0 million under
the Tranche B term loan, which we expect to use to fund future operations. See
"Description of Certain Indebtedness--Credit Facility."

   We had an additional $275.0 million available under our credit facility as
of June 30, 1999.

   We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase our current credit facility by $125.0 million. The increase would
consist of two term loans:

  .  a $75.0 million, senior secured Tranche C term loan maturing on August
     3, 2006; and

  .  a $50.0 million, single-draw senior secured Tranche D term loan maturing
     on May 3, 2007.

   The commitment letter is subject to various conditions, including
negotiation and execution of a definitive document. We cannot assure you that
we will be able to enter into this definitive document.


                                      29
<PAGE>

   On May 7, 1998, we completed an offering of $512.0 million aggregate
principal amount at maturity of 11% senior subordinated discount notes due
2008 under Rule 144A of the Securities Act. The proceeds of the offering,
after deducting an initial purchasers' discount of $9.0 million, were $291.0
million. The notes are guaranteed by all of our subsidiaries. The indenture
for the notes contains customary covenants, including covenants that limit our
subsidiaries' ability to pay dividends to us, make investments and incur debt.
The indenture also contains customary events of default.

   We entered into an agreement on July 13, 1999 with American Tower
Corporation to sell all of our owned personal communications tower facilities,
along with certain other related assets. The aggregate purchase price for
these assets is approximately $72.8 million. At the closing of the
transaction, the parties will enter into certain other agreements, including:

  .  a master license and sublease agreement providing for our lease of the
     tower facilities from American Tower;

  .  an amendment to an existing build-to-suit agreement between us and
     American Tower providing for American Tower's construction of 100
     additional tower sites that we will then lease from American Tower; and

  .  an amendment to an existing site acquisition agreement expanding the
     agreement to provide for American Tower to perform site acquisition
     services for 70% of the tower sites we develop through December 31,
     2000.

   The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

   We believe that the proceeds from this offering coupled with cash on hand,
available credit facility borrowings, the equity investments that have been
committed to us and proceeds from the tower sale will be sufficient to meet
our projected capital requirements. See "Use of Proceeds." Although we
estimate that these funds will be sufficient to build-out our network and to
enable us to provide services to 100% of the customers in our licensed area,
it is possible that additional funding will be necessary. See "Risk Factors--
We may require significant additional capital." Our ability to meet our
capital requirements is subject to our ability to construct our network and
obtain customers in accordance with our plans and assumptions and a number of
other risks and uncertainties, including those discussed under the heading
"Risk Factors." The build-out of our network may not be completed as projected
or we may not be able to generate positive cash flow. If any of our
projections are incorrect, we may not be able to meet our projected capital
requirements.

   For the year ended December 31, 1998, net cash provided by financing
activities increased $498.4 million to $511.3 million, as compared to the
period from March 6, 1997 to December 31, 1997. The increase was due primarily
to proceeds from borrowings under our credit facility of $150.0 million,
proceeds from the issuance of subordinated debt of $291.0 million, which was
net of an initial purchasers' discount of $9.0 million, and capital
contributions of $82.7 million from the cash equity investors and certain
management shareholders related to funding of their capital commitments and
receipt of additional capital contributions related to the Myrtle Beach and
Norfolk acquisitions.

   Cash and cash equivalents totaled $9.3 million at June 30, 1999, as
compared to $146.2 million at December 31, 1998. This decrease was the result
of capital expenditures of $111.4 million related to our network build-out and
the purchase of marketable securities of $22.5 million. Net working capital
totaled approximately $40.6 million at June 30, 1999, as compared to $146.2
million at December 31, 1998.

                                      30
<PAGE>

Year 2000 Compliance

   The year 2000 issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. Computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations and a temporary inability
to process transactions, send invoices or engage in normal business
activities.

   Currently, we are actively taking measures to eliminate or mitigate the
impact of any issues associated with the year 2000. To that end, we have
established a project team with senior management sponsorship to provide
centralized coordination for our year 2000 related activities.

   This team has substantially completed an inventory phase and has made
substantial progress in an assessment phase. Although the majority of the
software, hardware and firmware deployed as part of our start-up operation was
procured to the latest revision levels and we believe it to be year 2000
compatible, our process requires reverification of the year 2000 readiness
capabilities of our vendors, suppliers and third party providers. We are
surveying all suppliers and third-party vendors we deem to be critical to our
operations to ensure our readiness for, and non-disruption of our services due
to, the year 2000. This assessment and surveying process allows us to identify
those remediation efforts necessary to ensure that our systems and
applications will continue to operate without interruption prior to, during
and after the year 2000. However, we cannot assure you that the information
provided to us by our vendors, suppliers and third-party providers is
accurate. As such, we cannot guarantee that inaccurate information provided to
us could not have a material adverse effect upon our business.

   To date, our assessments have shown that our main switching and
transmission equipment, with the exception of the Myrtle Beach operational
systems, is capable of correctly recognizing and processing date sensitive
information. This capability was further demonstrated through inter-
operability testing conducted by the Cellular Telecommunications Industry
Association. In addition to revealing the year 2000 readiness of the wireless
operational infrastructure, initial assessments of support system providers
have revealed some products and applications that are not currently year 2000
compatible. In all instances we have identified to date, the supplier(s) of
those products or applications have asserted that their product(s) will be
compliant in the third quarter of 1999. However, we cannot guarantee that the
systems of other companies which we rely on will be converted on a timely
basis or that another company's failure to convert would not have a material
adverse effect on our business.

   The Myrtle Beach operational and financial systems which we acquired were
integrated with the systems being deployed as part of our initial personal
communications services network build-out in the first quarter of 1999.
Additionally, we are developing plans to upgrade or replace the existing
operational systems with year 2000 compliant versions. We expect to complete
this remediation effort by the end of the third quarter of 1999. Our failure
to upgrade the Myrtle Beach operational systems to year 2000 compliance could
have a material adverse effect on our business.

   We have begun the process of developing a comprehensive set of contingency
plans to address situations that may result if we experience any disruptions
of our critical operations due to year 2000 related issues. The goal of the
contingency plan is to minimize the impact of any year 2000 interruptions as
well as to mitigate any resulting damages. We cannot assure you that we will
be able to develop contingency plans that will adequately address issues that
may arise due to year 2000 issues. Our failure to resolve such issues
successfully could result in a disruption of our service and operations, which
would have a material adverse effect on our business.

   We estimate the costs associated with year 2000 issues to be approximately
$350,000, of which we have spent $220,000 to date. These costs are not
material to our business operations or financial position. The costs of our
contingency plan and the date on which we believe we will complete year 2000
modifications are based on management's best estimates, which were derived
utilizing numerous assumptions regarding future events, including the
continued availability of certain resources, third-party modification plans
and other factors. We cannot assure you that we will achieve these estimates,
and actual results could differ materially from those we anticipate.

                                      31
<PAGE>

Inflation

   We do not believe that inflation has had a material impact on operations.

Qualitative and Quantitative Disclosures About Market Risks

   We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S.
dollar denominated. Our market risk therefore is the potential loss arising
from adverse changes in interest rates. As of June 30, 1999, the debt can be
categorized as follows (dollars in thousands):

<TABLE>
        <S>                                                 <C>
        Fixed interest rates:
          Senior subordinated debt......................... $331,650
        Subject to interest rate fluctuations:
          Bank credit facility............................. $150,000
</TABLE>

Interest Rate Risk Management Agreements

   Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through our borrowings, but
sometimes we use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.

   We enter into interest rate protection agreements to lock in interest rates
on the variable portion of our debt. We do not use these agreements for
trading or other speculative purposes, nor are we a party to any leveraged
derivative instrument. Although these agreements are subject to fluctuations
in value, they are generally offset by fluctuations in the value of the
underlying instrument or anticipated transaction.

   In an interest rate swap, we agree to exchange, at specified intervals, the
difference between a variable interest rate, based on the three-month London
interbank offer rate, and either a fixed rate or another variable interest
rate calculated by reference to an agreed-upon notional principal amount. The
resulting rate differential is reflected as an adjustment to interest expense
over the life of the swap. We did not exercise these swaps during 1998. At
December 31, 1998, we would have received $23,000 to settle these agreements.

   The following table summarizes our off-balance sheet interest rate swap
agreements at December 31, 1998:

<TABLE>
<CAPTION>
                         Notional                                   Pay Rate Receive Rate
                          Amount  Fair Value        Maturity        (Fixed)   (Variable)
                         -------- ---------- ---------------------- -------- ------------
                                             (dollars in thousands)
<S>                      <C>      <C>        <C>                    <C>      <C>
Pay fixed rate, receive
 floating rate.......... $35,000     $254            12/03           4.805%     5.156%
Pay fixed rate, receive
 floating rate.......... $40,000     $369            12/03           4.760%     5.156%
</TABLE>

   Payments under each agreement are quarterly, commencing March 1999 and
ending December 2003.

Recent Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments imbedded in other
contracts, collectively referred to as derivatives, and for hedging
activities. As issued, SFAS 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999, with earlier application
encouraged. On July 8, 1999, the FASB issued SFAS No. 137, "Deferral of the
Effective Date of SFAS No. 133," which delayed the effective date of SFAS 133
for one year to fiscal years beginning after June 15, 2000. We are currently
evaluating the financial impact of adopting SFAS No. 133. The adoption is not
expected to have a material impact on our consolidated result of operations,
financial position or cash flows.

                                      32
<PAGE>

                                   BUSINESS

Overview

   We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton.
Since that time, we have expanded our coverage area to include an additional 2
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets,
which collectively cover a population of more than 27 million individuals. Our
market location is attractive as we are the preferred provider of wireless
mobility services to AT&T's digital wireless customers who roam into our
markets. Our strategy is to provide extensive coverage to customers within our
region, to offer our customers coast-to-coast coverage and to benefit from
roaming revenues generated by AT&T's and other carriers' wireless customers
who roam into our covered area. Our management team is led by Michael Kalogris
and Steven Skinner, the former Chief Executive Officer and Chief Operating
Officer of Horizon Cellular Group, respectively.

   Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched
personal communications services in 15 markets. We are now able to provide
service to over 8.7 million individuals, or 67% of our potential customers.
Our network in these 15 markets includes 660 cell sites and four switches.
Since we began offering services in these 15 markets, our subscriber base and
the number of minutes generated by non-Triton subscribers roaming onto our
network have grown dramatically. From January 1999 to June 1999, our
subscriber base grew from 33,844 users to 78,364 users, and roaming minutes
generated by non-Triton subscribers increased from approximately 0.7 million
minutes per month to approximately 11.4 million minutes per month.

   We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase
III to be completed by year-end 2001 and to add approximately 1,050 cell sites
and two switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

                                      33
<PAGE>

   The following table shows the three phases of our planned network build-
out:

<TABLE>
<CAPTION>
                    Phase I                 Phase II             Phase III
             ---------------------- ------------------------ ------------------
<S>          <C>                    <C>                      <C>
North
 Carolina... Fayetteville-Lumberton Asheville-Hendersonville Roanoke Rapids
             Hickory-Lenoir         Rocky Mount-Wilson
             Wilmington             New Bern
                                    Jacksonville
                                    Greenville-Washington
                                    Goldsboro-Kinston
South
 Carolina... Myrtle Beach           Sumter                   Greenwood
             Anderson               Hilton Head              Orangeburg
             Charleston             Beaufort
             Columbia
             Florence
             Greenville-Spartanburg
Georgia..... Augusta                Savannah
                                    Athens

Virginia.... Norfolk-Virginia Beach Danville
             Charlottesville        Harrisonburg
             Fredericksburg         Lynchburg
             Richmond-Petersburg    Martinsville
             Roanoke                Staunton-Waynesboro
                                    Winchester
Tennessee...                        Kingsport
Kentucky....                                                 Middlesboro-Harlan
Highway
 Miles...... 427                    4,379                    13,224
</TABLE>

   Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates which are higher
than the national average, population densities which are 87% greater than the
national average, high household incomes and favorable business climates.

   Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including a network of 42 company-owned retail stores,
over 150 indirect outlets, including nationally recognized retailers such as
Circuit City, Office Depot, Staples and Best Buy, and approximately 60 direct
sales representatives covering corporate accounts. We currently plan to add
approximately 46 additional company-owned retail stores in 1999.

   We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other
Members of the AT&T Wireless Network, TeleCorp PCS and Tritel PCS, to operate
with those affiliates under a common regional brand name, SunCom, throughout
an area covering approximately 43 million potential customers primarily in the
south-central and southeastern United States. We believe this arrangement will
allow us to establish a strong regional brand name within our markets.

Strategic Alliance with AT&T

   One of our most important competitive advantages is our strategic alliance
with AT&T, the largest provider of wireless communications services in the
United States. As part of its strategy to rapidly expand its digital wireless
coverage in the United States, AT&T has focused on constructing its own
network and making strategic

                                      34
<PAGE>

acquisitions in selected cities, as well as entering into agreements with four
independent wireless operators, including Triton, to construct and operate
personal communications services networks in other markets.

   Our strategic alliance with AT&T provides us with many business,
operational and marketing advantages, including the following:

  .  Recognized Brand Name. We market our wireless services to our potential
     customers giving equal emphasis to the SunCom and AT&T brand names and
     logos. We believe that association with the AT&T brand name
     significantly increases the likelihood that potential customers will
     purchase our wireless communications services.

  .  Exclusivity. We are AT&T's exclusive provider of facilities-based
     wireless mobility communications services using equal emphasis co-
     branding with AT&T in our covered markets, and, from time to time, we
     may participate with AT&T in other programs. Additionally, we have
     entered into an agreement whereby AT&T provides long distance services
     to us at preferred rates.

  .  Preferred Roaming Partner. We are the preferred roaming partner for
     AT&T's digital wireless customers who roam into our coverage area. We
     expect to benefit from growth in roaming traffic as AT&T's digital
     wireless customers, particularly those in Washington, D.C., Charlotte,
     North Carolina and Atlanta, Georgia, travel into our markets.

  .  Coverage Across the Nation. With the use of advanced multi-mode handsets
     which transition between personal communications services and cellular
     frequencies, our customers have access to coast-to-coast coverage
     through our agreements with AT&T, other Members of the AT&T Wireless
     Network and with other third-party roaming partners. These agreements
     cover approximately 98% of the United States population, including in-
     region roaming coverage in all of our covered markets. We believe this
     coast-to-coast coverage provides a significant advantage over our
     personal communications services competitors in our markets and allows
     us to offer competitive pricing plans, including national rate plans.

  .  Volume Discounts. We receive preferred terms on certain products and
     services, including handsets, infrastructure equipment and
     administrative support from companies who provide these products and
     services to AT&T. For example, we have arrangements with Lucent
     Technologies, Inc., Ericsson and Nokia Corp. to supply us with handsets,
     mobile telephone equipment, software and services at preferred prices.

  .  Marketing. We benefit from AT&T's nationwide marketing and advertising
     campaigns, including the success of AT&T's national rate plans, in the
     marketing of our own plans. In addition, we are working with AT&T's
     national sales representatives to market our wireless services to AT&T
     corporate customers located in our markets.

Competitive Strengths

   In addition to the advantages provided by our strategic alliance with AT&T,
we have the following competitive strengths:

  .  Attractive Licensed Area. Our markets have favorable demographic
     characteristics for wireless communications services, such as population
     growth which is higher than the national average and population
     densities which are 87% greater than the national average. In addition,
     we believe our markets are strategically important to AT&T's digital
     wireless network as our licensed areas are adjacent to three of its most
     important markets on the eastern seaboard--Washington, D.C., Charlotte,
     North Carolina and Atlanta, Georgia.

                                      35
<PAGE>

  .  Superior Technology. We are building our personal communications
     services network using time division multiple access digital technology.
     This technology is also used by AT&T, and, therefore, our network is
     compatible with AT&T's network and other time division multiple access
     digital technology networks. This technology allows wireless
     communications service providers to offer enhanced features, higher
     network quality, improved in-building penetration and greater network
     capacity relative to analog cellular service. In addition, handsets
     operating on a digital system are capable of sleep-mode while turned on
     but not in use, thus increasing standby availability for incoming calls
     as users will be able to leave these phones on for significantly longer
     periods than they can with wireless phones using an earlier technology.

  .  Experienced Management. We have a management team with a high level of
     experience in the wireless communications industry. Our senior
     management team has an average of 11 years of experience with wireless
     leaders such as AT&T, Bell Atlantic, Horizon Cellular and ALLTEL. Our
     senior management team also owns in excess of   % of our common stock,
     after giving effect to the offering.

  .  Contiguous Service Area. We believe our contiguous service area allows
     us to cost effectively offer large regional calling areas to our
     customers. Further, we believe that we generate operational cost
     savings, including sales and marketing efficiencies, by operating in a
     contiguous service area. Operating in a contiguous service area also
     enables us to route a large number of minutes on our network, thereby
     reducing interconnect costs for access to other networks.

  .  Strong Capital Base. Following the completion of this offering, our
     business plan will be fully funded with capital of approximately $1.4
     billion, consisting of $191.5 million of irrevocable equity commitments,
     $133.2 million of AT&T capital contributions, up to $550.0 million of
     borrowings under our senior credit facilities, approximately $290.0
     million of net proceeds from a senior subordinated notes offering
     completed in 1998, approximately $70.0 million of proceeds from an
     expected closing of the sale of our towers and $125.0 million of
     proceeds from this offering. Our equity sponsors include AT&T, Chase
     Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
     Management Incorporated, Toronto Dominion Capital (USA), Inc., First
     Union Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P.

Business Strategy

   Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

  .  Operate a Superior, High Quality Network. We are committed to making the
     capital investment required to develop and operate a superior, high
     quality network. Our network, when complete, will include approximately
     2,300 cell sites and eight switches and span approximately 18,000
     highway miles. We believe this network will enable us to provide
     extensive coverage within our region and consistent quality performance,
     resulting in a high level of customer satisfaction. Our capital
     investment is designed to provide a highly reliable network as measured
     by performance factors such as percentage of call completion and number
     of dropped calls. We maintain a state-of-the-art network operations
     system, and, to ensure continuous monitoring and maintenance of our
     network, we also have a disaster recovery plan.

  .  Provide Superior Coast-to-Coast and In-Market Coverage. Our market
     research indicates that scope and quality of coverage are extremely
     important to customers in their choice of a wireless service provider.
     We have designed extensive local calling areas, and we offer coast-to-
     coast coverage through our arrangements with AT&T, its affiliates and
     other third-party roaming partners. Our network covers those areas where
     people are most likely to take advantage of wireless coverage, such as
     suburbs, metropolitan areas and vacation locations. Through the use of
     multi-mode handsets, we offer our customers a large in-market licensed
     area and coast-to-coast roaming, providing them with reliable, quality
     service.

  .  Provide Enhanced Value at Low Cost. We offer our customers advanced
     services and features at competitive prices. Our affordable, simple
     pricing plans are designed to promote the use of wireless services by
     enhancing the value of our services to our customers. We include usage-
     enhancing features

                                      36
<PAGE>

   such as call waiting, voice mail, three-way conference calling and short
   message service in our basic packages. We market our services with a
   simple, all-in-one focus: digital phone, pager and voice mail. We also
   allow customers to purchase large packages of minutes per month for a low
   fixed price. These minutes can generally be used throughout the southeast
   region of the United States without paying additional roaming fees or long
   distance charges. We believe we can offer competitive services because of
   the cost advantages provided by our agreements with AT&T and the other
   SunCom companies, the cost-effective characteristics of time division
   multiple access digital technology and our centralized administrative
   functions and efficient distribution.

  .  Deliver Quality Customer Service. We believe that superior customer
     service is a critical element in attracting and retaining customers. Our
     administrative systems operate on a standardized application interface,
     which allows us to deploy best of breed software packages. In addition,
     our point-of-sale activation process is designed to ensure quick and
     easy service initiation, including customer qualification. We also
     emphasize proactive and responsive customer care, including rapid call-
     answer times, welcome packages and anniversary calls. We currently
     operate state-of-the-art customer care facilities in Richmond, Virginia
     and Charleston, South Carolina that house our customer service and
     collections personnel.

License Acquisition Transactions

   Our original personal communications services licenses were acquired as part
of our joint venture agreement with AT&T.

   On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $160.0 million. We integrated the Myrtle Beach system,
which used time division multiple access digital technology, into our personal
communications services network as part of our Phase I network deployment. The
substantial majority of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.

   On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
a recently deployed network plant and infrastructure, for an aggregate purchase
price of $105.0 million. The integration and launch of our Norfolk personal
communications services were completed as part of our Phase I network build-
out.

   On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
Hagerstown and Cumberland, Maryland personal communications services licenses
that cover approximately 512,000 potential customers for Savannah and Athens,
Georgia personal communications services licenses that cover approximately
517,000 potential customers. We also issued to AT&T 53,882 shares of our Series
A preferred stock and 42,739 shares of our Series D preferred stock in
connection with the exchange. We expect to build out our Savannah and Athens
licenses as part of Phase II of our network deployment plan.

                                       37
<PAGE>

Summary Market Data

   We believe the contiguous markets covered by our personal communications
services licenses are in an area with attractive demographic characteristics,
including above national average population growth, population density which
is 87% above the national average and strong local interstate traffic density.
The following table presents statistical information concerning the markets
covered by our licenses:

<TABLE>
<CAPTION>
                                         Estimated
                            Potential    % Growth   Population  Local Interstate
Licensed Areas(1)          Customers(2)  1995-2000  Density(3) Traffic Density(4)
-----------------          ------------  ---------  ---------- ------------------
<S>                        <C>           <C>        <C>        <C>
Charlotte Major Trading
 Area
Anderson, SC.............       329.4       0.97%      114           29,830
Asheville/Hendersonville,
 NC......................       568.2       1.41        93           28,806
Charleston, SC...........       638.0      (0.10)      118           36,887
Columbia, SC.............       627.9       1.18       158           31,678
Fayetteville/Lumberton,
 NC......................       642.0       1.51       133           27,781
Florence, SC.............       257.0       0.80       113           24,924
Goldsboro/Kinston, NC....       233.0       0.98       114            9,068
Greenville/Washington,
 NC......................       241.3       1.31        60             n.m.
Greenville/Spartanburg,
 SC......................       853.2       0.94       215           28,578
Greenwood, SC............        72.8       0.58        91             n.m.
Hickory/Lenoir, NC.......       319.9       1.16       196           31,709
Jacksonville, NC.........       150.3       0.67       197             n.m.
Myrtle Beach, SC.........       156.6       0.83       137             n.m.
New Bern, NC.............       166.9       0.49        82             n.m.
Orangeburg, SC...........       118.8       0.25        63           27,530
Roanoke Rapids, NC.......        79.6       0.55        63           28,837
Rocky Mount/Wilson, NC...       212.7       0.82       150           26,101
Sumter, SC...............       154.1       0.87        92           19,303
Wilmington, NC...........       304.3       2.50       106           14,139
Knoxville Major Trading
 Area
Kingsport, TN............       682.2       0.38       116           23,560
Middlesboro/Harlan, KY...       123.3       0.23        77             n.m.
Atlanta Major Trading
 Area
Athens, GA...............       188.0       1.66       136           37,150
Augusta, GA..............       567.8       0.51        88           24,425
Savannah, GA.............       715.0       1.38        78           24,362
Washington Major Trading
 Area
Charlottesville, VA......       211.4       1.13        73           15,981
Fredericksburg, VA.......       132.5       2.64        98           67,775
Harrisonburg, VA.........       140.9       0.98        57           29,618
Winchester, VA...........       154.8       1.23       116           25,166
Richmond Major Trading
 Area
Danville, VA.............       177.6       0.32        79             n.m.
Lynchburg, VA............       158.1       0.01       116           32,447
Martinsville, VA.........        89.3      (0.34)      102             n.m.
Norfolk-Virginia Beach,
 VA......................     1,772.0       0.93       299           61,252
Richmond/Petersburg, VA..     1,202.7       0.84       131           36,233
Roanoke, VA..............       638.8       0.48        90           27,649
Staunton/Waynesboro, VA..       106.9       0.62        75           27,180
 Triton total/average....    13,187.0(5)    0.91(6)    144(7)        30,240(8)
 U.S. average............        n.a.       0.83        77(9)        31,521
</TABLE>

                                      38
<PAGE>

   All figures are based on 1997 estimates published by Paul Kagan Associates,
Inc. in 1998.

  (1)  Licensed areas are segmented into basic trading areas.

  (2)  The estimated average annual population growth rate for 1995-2000 was
       applied to estimates of 1995 potential customers to calculate the 1997
       potential customers in each market.

  (3)  Number of potential customers per square mile.

  (4)  Daily vehicle miles traveled (interstate only) divided by interstate
       highway miles in the relevant area.

  (5)  Total potential customers in the licensed area.

  (6)  Weighted by potential customers. Projected average annual population
       growth in our licensed area.

  (7)  Weighted by population equivalents. Average number of potential
       customers per square mile in our licensed area.

  (8)  Weighted by interstate miles. Average daily vehicle miles traveled
       (interstate only) divided by interstate highway miles in our licensed
       area.

  (9)  Average number of potential customers per square mile for the U.S.

Sales and Distribution

   Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed
service area. Our distribution channels include a network of company-owned
retail stores, independent retailers and a direct sales force for corporate
accounts, as well as direct marketing channels such as telesales, neighborhood
sales and online sales. We also work with AT&T's national corporate account
sales force to cooperatively exchange leads and develop new business.

  .  Company-Owned Retail Stores. We make extensive use of company-owned
     retail stores for the distribution and sale of our handsets and
     services. We believe that company-owned retail stores offer a
     considerable competitive advantage by providing a strong local presence,
     which is required to achieve high penetration in suburban and rural
     areas. We also believe that company-owned retail stores offer one of the
     lowest customer acquisition costs among our different distribution
     channels. Sales representatives in company-owned retail stores receive
     in-depth training, which allows them to explain our wireless
     communications services simply and clearly. This training, combined with
     the use of a highly sophisticated point-of-sale terminal, enables
     completion of an entire transaction, from the time the customer enters
     the store to the time of handset activation, within ten minutes. We
     believe this process distinguishes us from our competitors and will
     increase subscribership within our markets. Our flagship stores are
     located in the principal retail district in each market. We have opened
     42 company-owned SunCom stores as of June 30, 1999, and by year-end
     1999, we expect to own approximately 90 SunCom stores.

  .  Retail Outlets. We have negotiated distribution agreements with national
     and regional mass merchandisers and consumer electronics retailers,
     including Circuit City, Office Depot, Staples, Best Buy, Metro Call and
     Zap's. We currently have over 150 retail outlet locations where
     customers can purchase our services. These distributors are chosen based
     upon their ability to reach our target customers in our service area. In
     some of these retail store locations, we are implementing a store-
     within-a-store concept, which uses visual merchandising to capitalize on
     the brand awareness created by both SunCom and AT&T advertising. We
     support their dedication of valuable floor space to wireless
     communications products through a local team of retail merchandisers and
     attention grabbing point-of-sale materials.

  .  Direct Sales. We focus our direct sales force on high-revenue, high-
     profit corporate users. Our direct corporate sales force consists of
     approximately 60 dedicated professionals targeting wireless decision-
     makers within large corporations. We also benefit from AT&T's national
     corporate accounts sales force,

                                      39
<PAGE>

   which supports the marketing of our services to AT&T's large national
   accounts located in certain of our service areas. We have formed regional
   advisory groups as an additional way to interface with corporate customers
   in our markets. These advisory groups are comprised of local business
   leaders who are wireless users or prospective users and are designed to
   provide timely feedback regarding our proposed wireless offerings and to
   establish a customer base prior to launch. See "--Marketing Strategy."

  .  Direct Marketing. We use direct marketing efforts such as direct mail
     and telemarketing to generate customer leads. Telesales allow us to
     maintain low selling costs and to sell additional features or customized
     services.

  .  Website. Our web page provides current information about us, our markets
     and our product offerings. We are also establishing an online store on
     our website. The web page conveys our marketing message, and we expect
     it will generate customers through online purchasing. We deliver all
     information that a customer requires to make a purchasing decision at
     our website. Customers are able to choose rate plans, features, handsets
     and accessories. The online store will provide a secure environment for
     transactions, and customers purchasing through the online store will
     encounter a transaction experience similar to that of customers
     purchasing service through other channels.

Marketing Strategy

   Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost, inconsistent
performance and overall confusion about wireless services create subscriber
dissatisfaction and reduce the attractiveness of wireless services for
potential new subscribers. We believe that our affiliation with the AT&T brand
name and the distinctive advantages of our time division multiple access
digital technology, combined with simplified, attractive pricing plans, will
allow us to capture significant market share from existing analog cellular
providers in our markets and to attract new wireless users. We are focusing
our marketing efforts on four primary market segments:

  .  current cellular users;

  .  individuals with the intent to purchase a wireless product within six
     months;

  .  corporate accounts; and

  .  pre-paid subscribers.

   For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that
targeted service offerings will increase customer loyalty and satisfaction,
thereby reducing customer turnover.

   The following are key components of our marketing strategy:

  .  Regional Co-Branding. We have entered into agreements with TeleCorp PCS
     and Tritel PCS, two other companies affiliated with AT&T, to adopt a
     common regional brand, SunCom. We market our wireless services as
     SunCom, Member of the AT&T Wireless Network and use the globally
     recognized AT&T brand name and logo in equal emphasis with the SunCom
     brand name and logo. We believe that use of the AT&T brand reinforces an
     association with reliability and quality. We and the other SunCom
     companies are establishing the SunCom brand as a strong local presence
     with a service area covering approximately 43 million potential
     customers. We enjoy preferred pricing on equipment, handset packaging
     and distribution by virtue of our affiliation with AT&T and the other
     SunCom companies. See "Certain Relationships and Related Transactions--
     The AT&T Agreements" and "--Other Related Party Transactions."

                                      40
<PAGE>

  .  Pricing. Our pricing plans are competitive and straightforward, offering
     large packages of minutes, large regional calling areas and usage
     enhancing features. One way we differentiate ourselves from existing
     wireless competitors is through our pricing policies. We offer pricing
     plans designed to encourage customers to enter into long term service
     contract plans.

   We offer our customers regional, network only and national rate plans. Our
rate plans allow customers to make and receive calls anywhere within the
southeast region and the District of Columbia without paying additional
roaming or long distance charges. By contrast, competing flat rate plans
generally restrict flat rate usage to such competitors' owned networks. By
virtue of our roaming arrangements with AT&T, its affiliates and other third-
party roaming partners, we believe we can offer competitive regional, network
only and national rate plans.

   We also offer pre-pay plans that provide an opportunity for individuals
whose credit profiles would not otherwise allow them access to wireless
communications to take advantage of our services and an attractive alternative
for parents and employers who may need or want to control use by family
members or employees, respectively. We offer our pre-paid subscribers most of
the same digital services and features available to our other customer
segments. Typical pre-pay plans of competitors, by contrast, provide low
quality handsets, high per-minute rates and limited services and features.

   Customer Care. We are committed to building strong customer relationships
by providing our customers with service that exceeds expectations. We
currently operate state-of-the-art customer care facilities in Richmond,
Virginia and Charleston, South Carolina that house our customer service and
collections personnel. Through the support of approximately 100 customer care
representatives and a sophisticated customer care platform provided by
Integrated Customer Systems, we have been able to implement one ring customer
care service using live operators and state-of-the-art call routing, so that
over 90% of incoming calls to our customer care centers are answered on the
first ring. In addition, we emphasize proactive and responsive customer
service, including at least four customer contacts annually such as welcome
calls, first bill calls and anniversary calls. We believe these initiatives
will result in higher levels of customer satisfaction and reduced customer
turnover. We also intend to expand our web-based services to include online
account-specific information that allows customers to check billing, modify
service or otherwise manage their accounts to enhance our customer care.

   Future Product Offerings. We may bundle our wireless communications
services with other communications services through strategic alliances and
resale agreements with AT&T and others. We also may offer service options in
partnership with local business and affinity marketing groups. Examples of
these arrangements include offering wireless services with utility services,
banking services, cable television, Internet access or alarm monitoring
services in conjunction with local information services. Such offerings
provide the customer access to information, such as account status, weather
and traffic reports, stock quotes, sports scores and text messages from any
location.

   Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are directing our
media and promotional efforts at the community level with advertisements in
local publications and sponsorship of local and regional events. We combine
our local efforts with mass marketing strategies and tactics to build the
SunCom and AT&T brands locally. Our media effort includes television, radio,
newspaper, magazine, outdoor and Internet advertisements to promote our brand
name. In addition, we use newspaper and radio advertising and our web page to
promote specific product offerings and direct marketing programs for targeted
audiences.

Services and Features

   We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows
us to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.

                                      41
<PAGE>

  .  Regional Service Plans. We believe that our large contiguous licensed
     area, which is adjacent to AT&T's licensed areas of Washington, D.C.,
     Charlotte, North Carolina and Atlanta, Georgia, provides us with a
     substantial advantage over the other wireless carriers in the region.
     Our affiliation with AT&T allows us to offer customers coast-to-coast
     coverage, while our sizable licensed area allows us to offer large
     regional calling areas at rates as low as $.07 per minute throughout the
     Southeast.

  .  Feature-Rich Handsets. As part of our service offering, we sell our
     customers the most advanced, easy-to-use, interactive, menu-driven
     handsets that can be activated over the air. These handsets have many
     advanced features, including word prompts and easy-to-use menus, one-
     touch dialing, multiple ring settings, call logs and hands-free
     adaptability. These handsets also allow us to offer the most advanced
     digital services, such as voice mail, call waiting, call forwarding,
     three-way conference calling, e-mail messaging and paging.

  .  Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
     compatible with personal communication services, digital cellular and
     analog cellular frequencies and service modes. These multi-mode handsets
     allow us to offer customers coast-to-coast nationwide roaming across a
     variety of wireless networks. These handsets incorporate a roaming
     database, which can be updated over the air, that controls roaming
     preferences from both a quality and cost perspective. We have branded
     our multi-mode handsets under the name m-net(TM) Technology.

Network Build-Out

   The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out wide-area cellular-like networks. We have
successfully launched service in all of our Phase I markets, which includes 15
cities, 427 highway miles, 660 cell sites and four switches. During Phase II,
which we expect to complete by the end of the first quarter of 2000, we plan
to launch services in an additional 18 cities, cover approximately 4,400
highway miles, and add 580 new cell sites and two incremental switches. The
Phase III network design will complete our initial network build-out plan. We
expect Phase III to add four cities, approximately 13,000 highway miles,
approximately 1,050 cell sites and two switches to our network by year-end
2001.

   The build-out of our network involves the following:

  .  Radio Frequency Design. Triton, along with Wireless Facilities Inc., a
     radio frequency engineering firm, has developed the radio frequency
     design for the build-out of our network. This process includes cell site
     design, frequency planning and network optimization for each of these
     markets and also the allocation of voice channels and assignment of
     frequencies to cell sites.

  .  Property Acquisition, Construction and Installation. Two experienced
     vendors, Crown Castle International Corp. and American Tower, identify
     and obtain the property we require to build out our network, which
     includes securing all zoning, permitting and surveying approvals and
     licenses. As of June 30, 1999, we had signed leases or options for 785
     sites, 48 of which were awaiting required zoning approvals. Crown Castle
     and American Tower also act as our construction management contractors
     and employ local construction firms to build the cell sites.

  .  Microwave Relocation. We must clear our personal communications services
     spectrum by relocating certain commercial microwave service users within
     our licensed area before we can become operational. We have contracted
     with Crown Castle to assist in the microwave relocation process. We
     believe that we still have to relocate two additional microwave paths,
     which we plan to relocate as business requirements for service coverage
     expansion dictate and as FCC negotiation periods expire.

  .  Interconnection. Our digital wireless network connects to local exchange
     carriers. We have negotiated and received state approval of
     interconnection agreements with telephone companies operating or
     providing service in the areas where we are currently operating our
     digital personal communications services network. We use AT&T as our
     inter-exchange or long-distance carrier.

                                      42
<PAGE>

  .  Roaming. In areas where time division multiple access-based personal
     communications services are not available, we offer a roaming option on
     the traditional analog cellular and digital cellular systems via multi-
     mode handsets capable of transmitting over either cellular or personal
     communications services frequencies. Under the terms of our agreements
     with AT&T, our customers who own multi-mode handsets are able to roam on
     AT&T's network, and we benefit from roaming agreements with AT&T, other
     Members of the AT&T Wireless Network and third-party operators of
     wireless systems.

Network Operations

   The effective operation of our network requires public switched
interconnection and backhaul agreements with other communications providers,
long distance interconnection, the implementation of roaming arrangements, the
development of network monitoring systems and the implementation of
information technology systems.

   Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic between our network and both the local exchange and long distance
carriers. We have signed agreements with numerous carriers.

   Long Distance. We have executed a wholesale long distance agreement with
AT&T providing for preferred rates for long distance services.

   Roaming. Through our arrangements with AT&T and via the use of multi-mode
handsets, our customers have roaming capabilities on AT&T's wireless network.
Further, we have established roaming agreements with third-party carriers at
preferred pricing, including in-region roaming agreements covering all of our
launched service areas.

   Network Monitoring Systems. Our network monitoring systems provide around-
the-clock monitoring and maintenance of our entire network. Our network
monitoring center is equipped with sophisticated systems that constantly
monitor the status of all base stations and switches and recording network
traffic. The network monitoring systems provide continuous monitoring of
system quality for blocked or dropped calls, call clarity and evidence of
tampering, cloning or fraud. We designed our network monitoring center to
oversee the interface between customer usage, data collected at switch
facilities and our billing systems. We manage usage reports, feature
activation and related billing times on a timely and accurate basis. Our
network monitoring center is located in the Richmond, Virginia switching
center, and we also have back-up network monitoring center capabilities in our
Greenville, South Carolina switching center. In addition, we utilize
Ericsson's network operations center in Richardson, Texas for off-hour network
monitoring and dispatch, thereby providing constant network monitoring and
support.

   Information Technology. We operate management information systems to handle
customer care, billing, network management and financial and administrative
services. These systems focus on three primary areas:

  .  network management, including service activation, pre-pay systems,
     traffic and usage monitoring, trouble management and operational support
     systems;

  . customer care, including billing systems and customer service and support
    systems; and

  .  business systems, including financial, purchasing, human resources and
     other administrative systems.

   We have incorporated sophisticated network management and operations
support systems to facilitate network fault detection, correction and
management, performance and usage monitoring and security. We employ system
capabilities developed to allow over-the-air activation of handsets and to
implement fraud protection measures. We maintain stringent controls for both
voluntary and involuntary deactivations. We try to minimize subscriber
disconnections by:

  .  preactivation screening to identify any prior fraudulent or bad debt
     activity;

  .  credit review; and

  .  call pattern profiling to identify needed activation and termination
     policy adjustments.

                                      43
<PAGE>

   These systems operate on a standardized application interface, which allows
us to deploy best of breed software packages. We have engaged a variety of
industry leaders to provide these management information systems, including:

<TABLE>
<CAPTION>
   System                                            Vendor
   ------                                            ------
   <S>                                               <C>
   Billing.......................................... Convergys Corporation
   Customer Care.................................... Integrated Customer Systems
   Telephone/Call Center............................ Lucent Technologies, Inc.
   Fraud Detection.................................. Systems Link
   Activation....................................... Aldiscon
   Point-of-Sale.................................... Lightbridge, Inc.
</TABLE>

   We are developing a state-of-the-art database and reporting system, which
will also allow us to cross-link billing, marketing and customer care systems
to collect customer profile and usage information. We believe this information
provides us with the tools necessary to increase revenue through channel and
product profitability analysis and to reduce customer acquisition costs
through implementation of more effective marketing strategies.

Time Division Multiple Access Digital Technology

   We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal
communications services and cellular frequencies, including both analog and
digital cellular. This technology allows for enhanced services and features
over other technologies, such as short-messaging, extended battery life, added
call security and improved voice quality, and its hierarchical cell structure
enables us to enhance network coverage with lower incremental investment
through the deployment of micro, as opposed to full-size, cell sites. This
will enable us to offer customized billing options and to track billing
information per individual cell site, which is practical for advanced wireless
applications such as wireless local loop and wireless office applications. In
addition, time division multiple access technology allows three times the
capacity of analog systems.

   Time division multiple access digital technology is the digital technology
choice of two of the three largest wireless communications companies in the
United States, AT&T and SBC Communications. This technology served an
estimated 19 million subscribers worldwide and nine million subscribers in
North America as of December 31, 1998, according to the Universal Wireless
Communications Consortium, an association of time division multiple access
service providers and manufacturers. We believe that the increased volume of
time division multiple access users has increased the probability that this
technology will remain an industry standard. Time division multiple access
equipment is available from leading telecommunication vendors such as Lucent,
Ericsson and Northern Telecom, Inc. See "Risk Factors--Our technological
infrastructure could become obsolete, resulting in costly upgrades or
replacement."

Competition

   We compete directly with at least two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. The principal cellular
competitors in our region include Bell Atlantic Corporation, BellSouth
Corporation, ALLTEL Corporation and GTE Corporation. These cellular providers
have an infrastructure in place and have been operational for a number of
years, and some of these competitors have greater financial and technical
resources than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies employed by
these competitors are code division multiple access and global system for
mobile communications, two competing digital wireless standards.

   We will also compete with personal communications services license holders
in each of our markets. We believe that the ownership of other personal
communications services licenses in our licensed area is fragmented.

                                      44
<PAGE>

However, Sprint Corporation and BellSouth, among others, hold licenses that
overlap large portions of our licensed area. We believe that most personal
communications services license holders have not commenced the roll-out of
their networks in our licensed area. However, we expect to compete directly
with one or more personal communications service providers in each of our
markets in the future. See "The Wireless Communications Industry--Regulation."

   We also expect to face competition from other existing communications
technologies such as specialized mobile radio and enhanced specialized mobile
radio, which is currently employed by Nextel Communications, Inc. in our
licensed area. Although the FCC originally created specialized mobile radio as
a non-interconnected service principally for fleet dispatch, in the last
decade it has liberalized the rules to permit enhanced specialized mobile
radio, which can offer services that are functionally equivalent to cellular
and personal communications services and may be less expensive to build and
operate than personal communications services systems.

   The FCC requires all cellular and personal communications services
licensees to provide service to resellers. A reseller provides wireless
service to customers but does not hold an FCC license or own facilities.
Instead, the reseller buys blocks of wireless telephone numbers and capacity
from a licensed carrier and resells service through its own distribution
network to the public. Thus, a reseller is both a customer of a wireless
licensee's services and a competitor of that licensee. Several small resellers
currently compete with us in our licensed area. Several years ago, the FCC
initiated an administrative proceeding seeking comments on whether resellers
should be permitted to install separate switching facilities in cellular
systems. Although it tentatively concluded it would not require
interconnection, this issue is still pending at the FCC. The FCC is also
considering whether resellers should receive direct assignments of telephone
numbers from the North American Numbering Plan Administrator. With respect to
personal communications services licensees, the resale obligations terminate
five years after the last group of initial licenses of currently allotted
personal communications services spectrum were awarded. Accordingly, our
resale obligations end on November 24, 2002. We have also agreed to permit
AT&T to resell our services. See "Certain Relationships and Related
Transactions--The AT&T Agreements--Resale Agreement."

   The FCC is likely to offer additional spectrum for wireless mobile licenses
in the future. Some applicants have received and others are seeking FCC
authorization to construct and operate global satellite networks to provide
domestic and international mobile communications services from geostationary
and low-earth-orbit satellites. One such system, the Iridium system, began
commercial operations in 1998. We anticipate that market prices for two-way
wireless services generally will decline in the future based upon increased
competition.

   Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and competitors' discount
pricing strategies, all of which could adversely affect our operating margins.
We plan to use our digital feature offerings, coast-to-coast digital wireless
network through our AT&T joint venture, contiguous presence providing an
expanded home-rate billing area and local presence in secondary markets to
combat potential competition. We expect that our extensive digital network,
once deployed, will provide cost-effective means to react effectively to any
price competition. See "Risk Factors--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacements."

Intellectual Property

   The AT&T globe design logo is a service mark owned by AT&T and registered
with the United States Patent and Trademark Office. Under the terms of our
license agreement with AT&T, we use the AT&T globe design logo and certain
other service marks of AT&T royalty-free in connection with marketing,
offering and providing licensed services to end-users and resellers within our
licensed area. The license agreement also grants us the right to use the
licensed marks on certain permitted mobile phones.


                                      45
<PAGE>

   Except in certain instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, licensed services under the licensed marks in our licensed area. In
all other instances, AT&T reserves for itself and its affiliates the right to
use the licensed marks in providing its services, subject to its exclusivity
obligations described above, whether within or outside of our licensed area.

   The license agreement contains numerous restrictions with respect to the
use and modification of any of the license marks. See "Certain Relationships
and Related Transactions--The AT&T Agreements--License Agreement."

   We have entered into agreements with TeleCorp PCS and Tritel PCS to adopt
and use a common regional brand name, SunCom. Under these agreements, we have
formed the Affiliate Licensing Company with TeleCorp PCS and Tritel PCS for
the purpose of sharing ownership of and maintaining the SunCom brand name.
Each of the companies shares equally in the ownership of the SunCom brand name
and the responsibility of securing protection for the SunCom brand name in the
United States Patent and Trademark Office, enforcing our rights in the SunCom
brand name against third parties and defending against potential claims
against the SunCom brand name. The agreements provide parameters for each
company's use of the SunCom brand name, including certain quality control
measures and provisions in the event that any one of these company's licensing
arrangements with AT&T is terminated.

   An application for registration of the SunCom brand name was filed in the
United States Patent and Trademark Office on September 4, 1998, and the
application is pending. The Affiliate Licensing Company owns the application
for the SunCom brand name. The application has undergone a preliminary
examination at the United States Patent and Trademark Office, and no pre-
existing registrations or applications were raised as a bar or potential bar
to the registration of the SunCom brand name.

   We also filed an application for registration of the m-net Technology
trademark, relating to our multi-mode handsets, in the United States Patent
and Trademark Office on October 19, 1998, and the application is pending. We
are the sole owner of the application for the m-net Technology trademark. The
application has undergone a preliminary examination at the United States
Patent and Trademark Office, and no pre-existing registrations or applications
were raised as a bar or potential bar to the registration of the m-net
Technology trademark.

Employees

   As of June 30, 1999, we had 664 employees. We believe our relations with
our employees are good.

Properties

   Triton maintains its executive offices in Malvern, Pennsylvania. We also
maintain two regional offices in Richmond, Virginia and Charleston, South
Carolina.

Legal Proceedings

   We are not a party to any lawsuit or proceeding which, in management's
opinion, is likely to have a material adverse effect on our business or
operations.

                                      46
<PAGE>

                     THE WIRELESS COMMUNICATIONS INDUSTRY

Overview

   Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging or beeper services, and
two-way radio applications, such as personal communications services, cellular
telephone and enhanced specialized mobile radio services. Historically, the
FCC licenses these applications, each of which operates in a distinct radio
frequency block.

   Since its introduction in 1983, wireless service has grown dramatically.
The following chart illustrates the annual growth in United States wireless
customers through December 31, 1997:

<TABLE>
<CAPTION>
Wireless Industry Statistics(1)   1992    1993    1994    1995    1996    1997
-------------------------------  ------  ------  ------  ------  ------  ------
<S>                              <C>     <C>     <C>     <C>     <C>     <C>
Total service revenues (in
 billions).....................  $  7.8  $ 10.9  $ 14.2  $ 19.1  $ 23.6  $ 27.5
Subscribers at year-end (in
 millions).....................    11.0    16.0    24.1    33.8    44.0    55.3
Subscriber growth..............    46.0%   45.1%   50.8%   40.0%   30.4%   25.6%
Average monthly service revenue
 per subscriber(2).............  $70.13  $67.13  $59.08  $54.91  $50.61  $46.11
Average monthly subscriber
 revenue per subscriber(3).....  $61.40  $58.74  $51.48  $47.59  $44.66  $41.12
Penetration at year-end........     4.4%    6.2%    9.4%   13.0%   16.3%   20.2%
</TABLE>
--------
Source: Cellular Telecommunications Industry Association and Paul Kagan
Associates.
(1)  Reflects domestic U.S. commercially operational cellular, enhanced
     specialized mobile radio and personal communications services providers.
(2)  Per subscriber revenue including roaming revenue.
(3)  Per subscriber revenue excluding roaming revenue.

   In the wireless communications industry, there are two principal services
licensed by the FCC for transmitting voice and data signals: cellular and
personal communications services. The FCC began auctioning personal
communications services spectrum between 1850-1990 MHz in late 1994 to be used
by personal communications services licensees to provide wireless
communications services. Personal communications services will initially
compete directly with existing cellular telephone, paging and specialized
mobile radio services. Personal communications services will also include
features that are not generally offered by cellular providers, such as data
transmissions to and from portable computers, advanced paging services and
facsimile services. In addition, wireless providers may offer mass market
wireless local loop applications in competition with wired local
communications services. See "--Regulation."

   Cellular service is currently the predominant form of wireless voice
communications service available. The FCC has made available for cellular
service a portion of the radio spectrum from 824-894 MHz. Cellular systems
were originally analog-based systems, although digital technology has been
introduced in most markets. Analog technology currently has several
limitations, including lack of privacy and limited capacity. Digital systems
convert voice or data signals into a stream of digits that is compressed
before transmission, enabling a single radio channel to carry multiple
simultaneous signal transmissions. This enhanced capacity, along with
improvements in digital signaling, allows digital-based wireless technologies
to offer new and enhanced services, such as greater call privacy, and robust
data transmission features, such as mobile office applications including
facsimile, electronic mail and wireless connections to computer/data networks,
including the Internet.

Operation of Wireless Communications Systems

   Wireless telecommunications service areas, whether cellular or personal
communications services, are divided into multiple cells. In both cellular and
personal communications services, each cell contains a transmitter, a receiver
and signaling equipment, which is the cell site. The cell site is connected by
microwave or

                                      47
<PAGE>

landline telephone lines to a switch that uses computers to control the
operation of the cellular or personal communications services system for the
entire service area. The system controls the transfer of calls from cell to
cell as a subscriber's handset travels, coordinates calls to and from
handsets, allocates calls among the cells within the system and connects calls
to the local landline telephone system or to a long distance telephone
carrier. Wireless communications providers establish interconnection
agreements with local exchange carriers and inter-exchange carriers, thus
integrating their systems with the existing landline communications systems.

   Because the signal strength of a transmission between a handset and a cell
site declines as the handset moves away from the cell site, the switching
office and the cell site monitor the signal strength of calls in progress.
When the signal strength of a call declines to a predetermined level, the
switching office may hand off the call to another cell site where the signal
strength is stronger. If a handset leaves the service area of a cellular or
personal communications services system, the call is disconnected unless there
is a technical connection with the adjacent system.

   Analog cellular handsets are functionally compatible with cellular systems
in all markets within the United States. As a result, analog cellular handsets
may generally be used wherever a subscriber is located, as long as a cellular
system is operational in the area.

   Although cellular and personal communications services systems use similar
technologies and hardware, they operate on different frequencies and may use
different technical and network standards. As a result, until the introduction
of dual-band/dual-mode handsets in June 1997, it was not possible for users of
one type of system to roam on a different type of system outside of their
service area, or to hand off calls from one type of system to another.

   Personal communications services systems in the United States operate under
one of three principal digital signal transmission technologies, or standards,
that have been proposed by various operators and vendors for use in personal
communications services systems:

  .  time division multiple access;

  .  code division multiple access; or

  .  global system for mobile communications.

   Time division multiple access and global system for mobile communications
are both time division-based standards, but are incompatible with each other
and with code division multiple access. Accordingly, a subscriber of a system
that utilizes time division multiple access technology is currently unable to
use a time division multiple access handset when traveling in an area not
served by time division multiple access-based personal communications services
operators, unless the subscriber carries a dual band/dual-mode or multi-mode
handset that permits the subscriber to use the analog or digital cellular
system in that area.

Regulation

   The FCC regulates the licensing, construction, operation, acquisition and
sale of personal communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time to time, and
the associated rules, regulations and policies promulgated by the FCC.

   Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are
used for two-way voice applications. Narrowband personal communications
services, in contrast, are for non-voice applications such as paging and data
service and are separately licensed. The FCC has segmented the United States
into personal communications services markets, resulting in 51 large regions
called major trading areas, which are comprised of 493 smaller

                                      48
<PAGE>

regions called basic trading areas. The FCC awards two broadband personal
communications services licenses for each major trading area and four licenses
for each basic trading area. Thus, generally, six licensees will be authorized
to compete in each area. The two major trading area licenses authorize the use
of 30 MHz of spectrum. One of the basic trading area licenses is for 30 MHz of
spectrum, and the other three are for 10 MHz each. The FCC permits licensees
to split their licenses and assign a portion, on either a geographic or
frequency basis or both, to a third party. In this fashion, AT&T assigned us
20 MHz of its 30 MHz licenses covering our licensed area. Two cellular
licenses are also available in each market. Cellular markets are defined as
either metropolitan or rural service areas.


   The FCC awards initial personal communications services licenses by
auction. Auctions began with the 30 MHz major trading area licenses and
concluded in 1998 with the last of the basic trading area licenses. However,
in March 1998, the FCC adopted an order that allowed troubled entities that
won personal communications services 30 MHz C-Block licenses at auction to
obtain financial relief from their payment obligations and to return some or
all of their C-Block licenses to the FCC for reauctioning. The FCC completed
the reauction of the returned licenses in April 1999. This action places
additional spectrum in the hands of our potential competitors. The FCC may
reauction other licenses that are returned by bidders or that are subject to
default.

   Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services and cellular licensees,
no entity may hold attributable interests, generally 20% or more of the equity
of, or an officer or director position with, the licensee, in licenses for
more than 45 MHz of personal communications services, cellular and certain
specialized mobile radio services where there is significant overlap in any
geographic area. Significant overlap will occur when at least 10% of the
population of the personal communications services licensed service area is
within the cellular and/or specialized mobile radio service area(s). These
spectrum aggregation rules are subject to a pending FCC proceeding which could
revise or eliminate them.

   All personal communications services licenses have a 10-year term, at the
end of which they must be renewed. The FCC will award a renewal expectancy to
a personal communications services licensee that has:

  .  provided substantial service during its past license term; and

  .  has substantially complied with applicable FCC rules and policies and
     the Communications Act.

   Cellular radio licenses also generally expire after a 10-year term in the
particular market and are renewable for periods of 10 years upon application
to the FCC. Licenses may be revoked for cause and license renewal applications
denied if the FCC determines that a renewal would not serve the public
interest. FCC rules provide that competing renewal applications for cellular
licenses will be considered in comparative hearings, and establish the
qualifications for competing applications and the standards to be applied in
hearings. Under current policies, the FCC will grant incumbent cellular
licenses the same renewal expectancy granted to personal communications
services licensees.

   All personal communications services licensees must satisfy coverage
requirements. In our case, we must construct facilities that offer coverage to
one-third of the population of our service area within five years of the
original license grants to AT&T and to two-thirds of the population within ten
years. Licensees that fail to meet the coverage requirements may be subject to
forfeiture of the license. Our cellular license, which covers the Myrtle Beach
area, is not subject to coverage requirements.

   For a period of up to five years, subject to extension, after the grant of
a personal communications services license, a licensee will be required to
share spectrum with existing licensees that operate certain fixed microwave
systems within its license area. To secure a sufficient amount of unencumbered
spectrum to operate our personal communications services systems efficiently
and with adequate population coverage, we have relocated two of these
incumbent licensees and will need to relocate two more licensees. In an effort
to balance the competing interests of existing microwave users and newly
authorized personal communications services licensees, the FCC has adopted:

  .  a transition plan to relocate such microwave operators to other spectrum
     blocks; and

                                      49
<PAGE>

  .  a cost sharing plan so that if the relocation of an incumbent benefits
     more than one personal communications services licensee, those licensees
     will share the cost of the relocation.

   Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period.
For public safety entities that dedicate a majority of their system
communications to police, fire or emergency medical services operations, the
voluntary negotiation period is three years, with an additional two-year
mandatory negotiation period. In 1998 the FCC shortened the voluntary
negotiation period by one year, without lengthening the mandatory negotiation
period, for non-public safety personal communications services licensees in
the C, D, E and F Blocks. Parties unable to reach agreement within these time
periods may refer the matter to the FCC for resolution, but the incumbent
microwave user is permitted to continue its operations until final FCC
resolution of the matter. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining microwave incumbents in the personal
communications services spectrum will be responsible for the costs of
relocating to alternate spectrum locations. Our cellular license is not
encumbered by existing microwave licenses.

   Personal communications services and cellular systems are subject to
certain FAA regulations governing the location, lighting and construction of
transmitter towers and antennas and may be subject to regulation under Federal
environmental laws and the FCC's environmental regulations. State or local
zoning and land use regulations also apply to our activities. We expect to use
common carrier point to point microwave facilities to connect the transmitter,
receiver, and signaling equipment for each personal communications services or
cellular cell, the cell sites, and to link them to the main switching office.
The FCC licenses these facilities separately and they are subject to
regulation as to technical parameters and service.

   The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications
services and cellular service. The FCC does not regulate commercial mobile
radio service or private mobile radio service rates.

   Transfer and Assignments of Cellular and Personal Communications Services
Licences. The Communications Act and FCC rules require the FCC's prior
approval of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has
established transfer disclosure requirements that require licensees who assign
or transfer control of a personal communications services license within the
first three years of their license terms to file associated sale contracts,
option agreements, management agreements or other documents disclosing the
total consideration that the licensee would receive in return for the transfer
or assignment of its license. Non-controlling interests in an entity that
holds an FCC license generally may be bought or sold without FCC approval
subject to the FCC's spectrum aggregation limits. However, we may require
approval of the Federal Trade Commission and the Department of Justice, as
well as state or local regulatory authorities having competent jurisdiction,
if we sell or acquire personal communications services or cellular interests
over a certain size.

   Foreign Ownership. Under existing law, no more than 20% of an FCC
licensee's capital stock may be owned, directly or indirectly, or voted by
non-U.S. citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If an FCC licensee is controlled
by another entity, as is the case with our ownership structure, up to 25% of
that entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a
foreign corporation. Foreign ownership above the 25% level may be allowed
should the FCC find such higher levels not inconsistent with the public
interest. The FCC has ruled that higher levels of foreign ownership, even up
to 100%, are presumptively
consistent with the public interest with respect to investors from certain
nations. If our foreign ownership were to exceed the permitted level, the FCC
could revoke our FCC licenses, although we could seek a declaratory ruling
from the FCC allowing the foreign ownership or take other actions to reduce
our foreign ownership percentage in order to avoid the loss of our licenses.
We have no knowledge of any present foreign ownership in violation of these
restrictions.

                                      50
<PAGE>

   Recent Industry Developments. The FCC has announced rules for making
emergency 911 services available by cellular, personal communications services
and other commercial mobile radio service providers, including enhanced 911
services that provide the caller' s telephone number, location and other
useful information. The original timetable required commercial mobile radio
services providers:

  .  to be able to process and transmit 911 calls without call validation,
     including those from callers with speech or hearing disabilities, by
     late 1997;

  .  to take actions enabling them to relay a caller's automatic number
     identification and cell site by mid-1998; and

  .  by 2001 to be able to identify the location of a 911 caller within 125
     meters in 67% of all cases.

   The FCC is currently considering a revised implementation schedule for
these requirements. The FCC has granted waivers of the requirement to provide
911 service to users with speech or hearing disabilities to various providers,
and we have obtained a waiver. On June 9, 1999, the FCC also adopted rules
designed to ensure that analog cellular calls to 911 are completed. These
rules, which do not apply to digital cellular service or to personal
communications services, give each cellular provider a choice of three ways to
meet this requirement. State actions incompatible with the FCC rules are
subject to preemption.

   On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of
Appeals for the Eighth Circuit, on January 25, 1999, the United States Supreme
Court reversed the Eighth Circuit and upheld the FCC in all respects material
to our operations. On June 10, 1999, the Eighth Circuit issued an order
requesting briefs on certain issues it did not address in its earlier order,
including the pricing regime for interconnection. While appeals have been
pending, the rationale of the FCC' s order has been adopted by many states'
public utility commissions, with the result that the charges that cellular and
personal communications services operators pay to interconnect their traffic
to the public switched telephone network have declined significantly from pre-
1996 levels.

   In its implementation of the Telecommunications Act, the FCC established
federal universal service requirements that affect commercial mobile radio
service operators. Under the FCC' s rules, commercial mobile radio service
providers are potentially eligible to receive universal service subsidies for
the first time; however, they are also required to contribute to both federal
and state universal service funds. Many states are also moving forward to
develop state universal service fund programs. A number of these state funds
require contributions, varying greatly from state to state, from commercial
mobile radio service providers. On July 30, 1999, the United States Court of
Appeals for the Fifth Circuit in New Orleans affirmed most of the aspects of
the FCC's universal service programs that are relevant to Triton.

   On August 1, 1996, the FCC released a report and order expanding the
flexibility of cellular, personal communications services and other commercial
mobile radio service providers to provide fixed as well as mobile services.
Such fixed services include, but need not be limited to, wireless local loop
services, for example, to apartment and office buildings, and wireless backup
to private branch exchange or switchboards and local area networks, to be used
in the event of interruptions due to weather or other emergencies. The FCC has
not yet decided how these services should be regulated, but it has proposed a
presumption that they be regulated as commercial mobile radio service
services.

   The FCC has adopted rules on telephone number portability that will enable
customers to migrate their landline and cellular telephone numbers to cellular
or personal communications services providers and from a cellular or personal
communications services provider to another service provider. On February 8,
1999, the FCC extended the deadline for compliance with this requirement to
November 24, 2002, subject to any later determination that number portability
is necessary to conserve telephone numbers. The FCC has also adopted

                                      51
<PAGE>

rules requiring cellular and personal communications services providers to
provide functions to facilitate electronic surveillance by law enforcement
officials and has proposed to adopt certain additional obligations furthering
provision of these functions. Representatives of the cellular and personal
communications services industry are challenging the surveillance rules.

   The FCC has determined that the interstate, interexchange offerings,
commonly referred to as long distance, of commercial mobile radio service
providers are subject to the interstate, interexchange rate averaging and
integration provisions of the Communications Act. Rate averaging requires us
to average our interstate long distance commercial mobile radio service rates
between high cost and urban areas. The FCC has delayed implementation of the
rate integration requirements with respect to wide area rate plans we offer
pending further reconsideration of its rules. The FCC also delayed the
requirement that there be commercial mobile radio service long distance rate
integration among commercial mobile radio service affiliates. On December 31,
1998, the FCC reaffirmed, on reconsideration, that its interexchange rate
integration rules apply to interexchange commercial mobile radio service
services. The FCC announced it would initiate a further proceeding to
determine how integration requirements apply to typical commercial mobile
radio service offerings, including single-rate plans. Until this further
proceeding is concluded, the FCC will enforce long distance rate integration
on our services only where we separately state a long distance toll charge and
bill to our customers. To the extent that we offer services subject to the
FCC' s rate integration and averaging requirements, these requirements
generally reduce our pricing flexibility. We cannot assure you that the FCC
will decline to impose rate integration or averaging requirements on us or
decline to require us to integrate our commercial mobile radio service long
distance rates across our commercial mobile radio service affiliates.

   The FCC recently adopted new rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The FCC has received
numerous petitions for reconsideration of its customer proprietary network
information rules, the majority of them from commercial mobile radio service
providers. The FCC has stayed portions of its rules that relate to how
telecommunications carriers identify customer proprietary network information
that a customer has restricted, particularly the portion of the rules that
requires all carriers to develop an electronic auditing and compliance system.
This stay will extend for six months after the date that the customer
proprietary network information rules are reconsidered. We do not anticipate
that the rules will result in a significant adverse impact on our financial
position, results of operation or liquidity.

   In addition, state commissions have become increasingly aggressive in their
efforts to conserve numbering resources. These efforts may impact wireless
service providers disproportionately by imposing additional costs or limiting
access to numbering resources. Examples of state conservation methods include:

  .  number pooling;

  .  number rationing; and

  .  transparent overlays.

   Number pooling is especially problematic for wireless providers because it
is dependent on number portability technology. In addition, the FCC has
rejected transparent overlays, although that decision is subject to petitions
for reconsideration before the FCC. On June 2, 1999, the FCC released a notice
of proposed rulemaking soliciting comments on a variety of administrative and
technical measures that would promote more efficient allocation and use of
numbering resources. Adoption of some of the proposed methods could have a
disproportionate impact on commercial mobile radio services providers.

   The FCC is also considering adopting rules to govern customer billing by
commercial mobile radio services providers. The FCC adopted billing rules for
landline telecommunications service providers and is considering whether to
extend those rules to commercial mobile radio services providers. The FCC may
require that more billing detail be provided to consumers, which could add to
the expense of the billing process as systems are modified to conform to any
new requirements. Adoption of some of the FCC' s proposals could increase the
complexity of our billing processes and restrict our ability to bill customers
for services in the most commercially advantageous way.

                                      52
<PAGE>

   The FCC has adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. While the text of the order has not been released, public
statements indicate that the order will require telecommunications services
providers, including Triton, to offer equipment and services that are
accessible to and useable by persons with disabilities, if that equipment can
be made available without much difficulty or expense. While we do not expect
that the final rules will have a material adverse effect on our business,
until the text of the order and the rules are released, we cannot assure you
that the final rules may not require us to make material changes to our
network, product line, or services.

   In June 1999, the FCC initiated an administrative rulemaking proceeding to
help facilitate the offering of calling party pays as an optional wireless
service. Under the calling party pays service, the party placing the call to a
wireless customer pays the wireless airtime charges. Most wireless customers
in the United States now pay both to place calls and to receive them. Adoption
of a calling party pays system on a widespread basis could make commercial
mobile radio service providers more competitive with traditional landline
telecommunications providers for the provision of regular telephone service.

State Regulation and Local Approvals

   The states in which we operate do not regulate wireless service at this
time; however, before we offer service in Kentucky, we will need to register
with the state and file an informational tariff. In the 1993 Budget Act,
Congress gave the FCC the authority to preempt states from regulating rates or
entry into commercial mobile radio service, including cellular and personal
communications services. The FCC, to date, has denied all state petitions to
regulate the rates charged by commercial mobile radio service providers.
States may, however, regulate the other terms and conditions of commercial
mobile radio service. The siting of cells also remains subject to state and
local jurisdiction, although the FCC is considering issues relating to siting
in a pending rulemaking. States also may require wireless service providers to
charge and collect from their customers fees such as the fee for state
emergency 911 services programs.

                                      53
<PAGE>

                                  MANAGEMENT

Executive Officers and Directors

   The table below sets forth certain information regarding the directors and
executive officers of Triton and certain executive officers of Triton' s
subsidiaries.

<TABLE>
<CAPTION>
               Name                Age                  Position
               ----                ---                  --------
<S>                                <C> <C>
Michael Kalogris..................  50 Chairman of the Board of Directors and
                                       Chief Executive Officer
Steven Skinner....................  57 President, Chief Operating Officer and
                                       Director
Clyde Smith.......................  59 Executive Vice President and Chief
                                       Technical Officer
David Clark.......................  35 Senior Vice President, Chief Financial
                                       Officer and Secretary
Steven McNulty....................  45 President and General Manager of the Mid-
                                       Atlantic Region
Michael Mears.....................  44 President and General Manager of the
                                       Southern Region
Scott Anderson....................  41 Director
John Beletic......................  47 Director
Arnold Chavkin....................  48 Director
Mary Hawkins-Key..................  48 Director
John Watkins......................  37 Director
</TABLE>

   Michael Kalogris has served as Chairman and Chief Executive Officer of
Triton since its inception. Mr. Kalogris was previously President and Chief
Executive Officer of Horizon Cellular Group, which he joined October 1, 1991.
Under Mr. Kalogris' leadership, Horizon Cellular Group became the fifth
largest independent non-wireline company in the United States, specializing in
suburban markets and small cities encompassing approximately 3.2 million
potential customers, and was sold for approximately $575.0 million. Before
joining Horizon Cellular Group, Mr. Kalogris served as President and Chief
Executive Officer of Metrophone of Philadelphia, a non-wireline wireless
carrier. Comcast Corporation acquired Metrophone for over $1.1 billion. Prior
to joining Metrophone, Mr. Kalogris worked at IBM. Mr. Kalogris is chairman of
the advisory committee of Triton Cellular Partners, L.P., a cellular service
provider, and is a member of the board of directors of General Magic, Inc. Mr.
Kalogris is also a member of the board of directors of the Cellular Telephone
Industry Association and is a member of its public policy committee.

   Steven Skinner has served as President, Chief Operating Officer and a
Director of Triton since its inception. Mr. Skinner previously served as the
Vice President of Operations and Chief Operating Officer of Horizon Cellular
Group beginning in May of 1993. From March 1992 to May 1993, Mr. Skinner
served as Vice President of Acquisitions for Horizon Cellular Group. From
January 1991 to March 1992, he served as a consultant in the area of cellular
acquisitions to Norwest Venture Capital Management, Inc. and others. From
August 1987 to January 1991, he served as President and General Manager of
Houston Cellular Telephone Company. Before 1987, he served as a General
Manager of Cybertel, Inc., a non-wireline carrier serving St. Louis. Mr.
Skinner has also been active in the National CellularOne Group, most recently
acting as Chairman of the Advisory Committee. Mr. Skinner is vice-chairman of
the advisory committee of Triton Cellular Partners, L.P.

   Clyde Smith has served as the Executive Vice President and Chief Technical
Officer of Triton since January 1998. Mr. Smith previously served as Vice
President and Chief Technical Officer of ALLTEL Communications Inc. from
January 1993 to January 1998, where he oversaw the expansion and migration of
its wireless network to include digital and wireless data technologies. Before
joining ALLTEL, Mr. Smith served as Director of Wireless Technologies for Bell
Atlantic Mobile Systems, where he was responsible for the evaluation of new
technologies. Mr. Smith is active in industry organizations, having served as
the Chairman of the CTIA Chief Technical Officers Forum. In addition, Mr.
Smith served as Secretary/Treasurer of the Code Division Multiple Access
Development Group.

                                      54
<PAGE>

   David Clark has served as Senior Vice President, Chief Financial Officer
and Secretary of Triton since its inception. Before joining Triton, he was a
Managing Director at Furman Selz L.L.C. specializing in communications
finance, which he joined in March 1996. Prior to joining Furman Selz, Mr.
Clark spent over ten years at Citibank N.A. and Citicorp Securities Inc. as a
lending officer and a high yield finance specialist. Mr. Clark is also the
Chief Financial Officer of Triton Cellular Partners, L.P.

   Steven McNulty has served as President and General of Triton's Mid-Atlantic
region since July 1998. Before joining Triton, he was Vice President
Central/West Operations with United States Cellular in Chicago, Illinois. Mr.
McNulty previously served as Vice President of Marketing for ALLTEL
Communications from January 1994 to June 1998.

   Michael Mears has served as President and General Manager of Triton's
Southern region since its inception. Mr. Mears previously served as the Vice
President and General Manager of American Telecommunications Inc. from June
1995 until April 1997. Before that, Mr. Mears was the Regional and Area
General Manager of GTE Corp., serving in that capacity from October 1992 to
June 1995. From 1986 to 1992, Mr. Mears served as Regional and Area General
Manager for Providence Journal Co.

   Scott Anderson has served as a Director of Triton since February 1998. He
is currently a member of the board of directors of TeleCorp PCS, Tritel
Communications, Tegic Corp. and Xypoint and a principal of Cedar Grove
Partners, LLC. and Cedar Grove Investments. Mr. Anderson was previously Senior
Vice President for Acquisitions and Development at AT&T Wireless Services,
Inc., formerly McCaw Cellular Communications, Inc., which he joined in 1986,
and a director of Horizon Cellular Group.

   John Beletic has served as a Director of Triton since February 1998. Mr.
Beletic currently serves as Chairman and Chief Executive Officer of Pagemart
Wireless Inc., which he joined in March 1992. He also serves as a director of
Pulsepoint Communications, Inc., PCIA and President of the Paging Leadership
Association.

   Arnold Chavkin has served as a Director of Triton since February 1998. Mr.
Chavkin is also a member of the advisory board of Triton Cellular and a
director of American Radio Systems Corp., American Tower Systems, Bell Sports
Corporation, Patina Oil & Gas Corporation, R&B Falcon Corporation, Wireless
One, Inc. and U.S. Silica Company. He also serves on the Advisory Investment
Boards of Richina Group, the Indian Private Equity Fund and the Southeast
Asian Investment Fund. Mr. Chavkin has been a General Partner of Chase Capital
Partners since January 1992. Prior to joining Chase Capital Partners, he was a
member of Chemical Bank's merchant banking group and a generalist in its
corporate finance group specializing in mergers and acquisitions and private
placements for the energy industry.

   Mary Hawkins-Key has served as a Director of Triton since January 1999. Ms
Hawkins-Key is the Senior Vice President of Partnership Operations for AT&T
Wireless Services. Ms. Hawkins-Key joined AT&T Wireless in 1995. She is a
director of TeleCorp PCS and a member of the partner committee for CMT
Partners.

   John Watkins has served as a Director of Triton since February 1998. Mr.
Watkins serves as a member of the advisory board of FrontierVision Partners
L.P. and Triton Cellular. Mr. Watkins is also a Managing Director and an
officer of J.P. Morgan Capital Corporation. Previously, Mr. Watkins was a
director of Horizon Cellular Group, Prism Radio Partners, L.P. and Inference
Corp.

Audit Committee

   Our audit committee consists of Mr. Anderson, as chairman, Mr. Chavkin and
Ms. Hawkins-Key.

Compensation Committee

   Our compensation committee consists of Mr. Beletic, as chairman, Mr.
Chavkin and Mr. Watkins.

Compensation Committee Interlocks and Insider Participation

   The members of our compensation committee include Mr. Chavkin, who is a
general partner of Chase Capital Partners, and Mr. Watkins, a managing
director of J.P. Morgan Capital Corporation. See "Certain Relationships and
Related Transactions" for a description of various transactions between
affiliates of these entities and Triton.

                                      55
<PAGE>

Compensation of Directors

   The non-independent members and the AT&T member of the board of directors
do not receive cash compensation for service on the board, although they are
reimbursed for certain out-of-pocket expenses in connection with attendance at
board meetings. Our independent directors receive compensation of $10,000 per
year, plus $1,000 for each meeting they attend in person and $500 for each
meeting they attend via conference call, as well as shares of our common stock
awarded to them under our Amended and Restated Common Stock Trust Agreement
for Management Employees and Independent Directors, dated June 26, 1998. See
"--Executive Compensation."

   On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and an
officer, under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

Executive Compensation

   The following table presents information concerning the compensation we
paid for the years ended December 31, 1997 and 1998 to our Chief Executive
Officer and to each of our other executive officers.

   Several executive officers were issued shares of restricted stock in
connection with the consummation of our joint venture with AT&T, the Norfolk
acquisition, the Myrtle Beach acquisition and the license exchange with AT&T.
In addition, several executive officers were issued restricted stock under the
amended and restated common stock trust agreement for management employees and
independent directors dated June 26, 1998. Approximately 0.7% of our total
outstanding common stock is currently held in trust under this common stock
trust agreement of which Michael Kalogris is the trustee. The trustee is
required to distribute stock to management employees and independent directors
as directed in writing by us. Our compensation committee of the board of
directors determines at its discretion which persons shall receive awards and
the amount of such stock awards. We are currently considering implementing an
incentive stock option plan which would provide that common stock held under
the common stock trust agreement would be issued upon the exercise of granted
stock options. See "-- Stock Option Plan." The shares issued in connection
with the consummation of our joint venture with AT&T, the Norfolk and Myrtle
Beach acquisitions and under the amended and restated common stock trust
agreement had nominal value at the date of issuance, and, therefore, no
amounts are reported as compensation in the table below. The restricted shares
vest in equal installments over a five-year period from the date of issuance.
As of December 31, 1998, Messrs. Kalogris, Skinner, Clark, Smith and Mears
held approximately 96,645 shares, 72,484 shares, 8,054 shares, 4,295 shares
and 2,685 shares, respectively, of restricted stock.

                                      56
<PAGE>

Summary Compensation Table

<TABLE>
<CAPTION>
                                                      Annual Compensation   Long-Term Compensation
                                                     ---------------------- -----------------------
                                                                            Restricted
                                                                              Stock     All Other
          Name               Principal Position      Year  Salary   Bonus     Award    Compensation
          ----           --------------------------  ---- -------- -------- ---------- ------------
<S>                      <C>                         <C>  <C>      <C>      <C>        <C>
Michael Kalogris........ Chairman of the Board of    1998 $350,000 $350,000     --           --
                         Directors and Chief         1997  228,619  350,000     --           --
                         Executive Officer
Steven Skinner.......... President and Chief         1998 $225,000 $225,000     --           --
                         Operating Officer           1997  148,712  225,000     --           --
Clyde Smith............. Executive Vice President    1998 $205,051 $220,000     --           --
                         and Chief Technical         1997      N/A      N/A    N/A           N/A
                         Officer
David Clark............. Senior Vice President,      1998 $190,000 $190,000     --        83,188(1)
                         Chief Financial Officer     1997  122,243  165,000
                         and Secretary
Michael Mears........... President and General       1998 $158,667 $115,000    --            --
                         Manager of the Southern     1997      N/A      N/A    N/A           N/A
                         Region
</TABLE>
--------
(1) Consists of relocation and related expenses.

Long-Term Incentive Plans--Awards in Last Fiscal Year

<TABLE>
<CAPTION>
                                                                 Performance Or
                                                  Number of       Other Period
                                               Shares, Units or Until Maturation
  Name                                         Other Rights(1)     or Payout
  ----                                         ---------------- ----------------
<S>                                            <C>              <C>
Michael Kalogris..............................    107,383.60          2003
Steven Skinner................................     80,537.70          2003
Clyde Smith...................................      4,295.34          2003
David Clark...................................      8,053.77          2003
Michael Mears.................................      2,684.59          2003
</TABLE>
--------
(1) Consists of restricted shares of our common stock awarded during 1998 that
    vest over a five-year period commencing February 4, 1998. A significant
    portion of these shares remain subject to forfeiture at December 31, 1998.
    See "Principal Stockholders."

Employment Agreements

   Michael Kalogris

   On February 4, 1998, we entered into an employment agreement with Michael
Kalogris, chairman of our board of directors and Chief Executive Officer. Mr.
Kalogris' employment agreement has a term of five years unless the agreement
is terminated earlier by either Mr. Kalogris or us. Mr. Kalogris may terminate
his employment agreement:

  .  at any time at his sole discretion upon 30 days' prior written notice;
     and

  .  immediately, upon written notice for good reason, which includes:

    (a)  if there is a change of control, as defined in the employment
         agreement;

    (b)  if Mr. Kalogris is demoted, removed or not re-elected as chairman
         of our board of directors. However, after the date of this
         offering, so long as Mr. Kalogris remains a member of our board

                                      57
<PAGE>

       of directors and our Chief Executive Officer, it is not considered
       good reason if Mr. Kalogris is no longer Chairman of our board of
       directors;

    (c) there is a material diminishment of Mr. Kalgoris' responsibilities,
        duties or status and that diminishment is not rescinded within 30
        days after receiving written notice of the diminishment;

    (d) we fail to pay or provide benefits to Mr. Kalogris when due and do
        not cure that failure within 10 days of receiving written notice of
        that failure;

    (e) we relocate our principal offices more than 30 miles from Malvern,
        Pennsylvania without the consent of Mr. Kalgoris; or

    (f) we purport to terminate Mr. Kalogris for cause for any reason other
        than those permitted as for cause reasons under the employment
        agreement.

   We may terminate Mr. Kalogris' employment agreement:

  .  at any time, upon written notice, without cause at our sole discretion;

  .  for cause; or

  .  upon the death or disability of Mr. Kalogris.

   If Mr. Kalogris terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Kalogris is entitled to receive the following severance
benefits:

  . $1.0 million;

  . up to an additional $0.5 million if he is unable to secure employment in
  a senior executive capacity by the second anniversary of the date of
  termination;

  . the vesting of some of his unvested shares as follows:

    (a)  if the termination occurs before February 4, 2001, 50% of all
         shares of common stock that are unvested under the employment
         agreement as of such date will vest,

    (b)  if the termination occurs between February 4, 2001 and February 3,
         2002, 25% of the unvested shares will vest, and

    (c)  if the termination occurs after such period, none of the unvested
         shares will vest.

   We will also allow Mr. Kalogris to participate in all health, dental,
disability and other benefit plans maintained by us for a period of two years
following the date of termination of the employment agreement.

   If Mr. Kalogris' employment is terminated on or after the initial five-year
term of the employment agreement or due to our failure to renew the agreement,
we will pay him a severance benefit in the amount of his base salary at that
time. Mr. Kalogris' employment agreement provides for an initial annual base
salary of $350,000, subject to annual increases at the discretion of the
compensation committee of the board of directors, and an annual bonus in an
amount up to 100% of his base salary based on our performance. Mr. Kalogris is
also entitled to acquire shares of our Series C preferred stock under a stock
purchase plan that may be created under the terms of the employment agreement
and is required to invest 30% of any amounts he receives on account of an
annual bonus in excess of 50% of his base salary toward the purchase of such
shares.

   In the event of any change of control, regardless of whether Mr. Kalogris
terminates the employment agreement, all of his previously unvested shares
will vest immediately.


                                      58
<PAGE>

   Steven Skinner

   On February 4, 1998, we entered into an employment agreement with Steven
Skinner, our President and Chief Operating Officer. The employment agreement
has a term of five years unless terminated earlier by either Mr. Skinner or
us. Mr. Skinner may terminate his employment agreement:

  . at any time at his sole discretion upon 30 days' prior written notice;
    and

  . immediately, upon written notice for good reason, which includes:

    (a)  if there is a change of control, as defined in the employment
         agreement;

    (b)  if Mr. Skinner is demoted, removed or, before the date of this
         offering, not re-elected to our board of directors;

    (c) there is a material diminishment of Mr. Skinner's responsibilities,
        duties or status and that diminishment is not rescinded within 30
        days after receiving written notice of the diminishment;

    (d) we fail to pay or provide benefits to Mr. Skinner when due and do
        not cure that failure within 10 days of receiving written notice of
        that failure;

    (e) we relocate our principal offices more than 30 miles from Malvern,
        Pennsylvania without the consent of Mr. Skinner; or

    (f) we purport to terminate Mr. Skinner for cause for any reason other
        than those permitted as for cause reasons under the employment
        agreement.

   We may terminate the employment agreement:

  . at any time, upon written notice, at our sole discretion;

  .  for cause; or

  .  upon the death or disability of Mr. Skinner.

   If Mr. Skinner terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Skinner is entitled to receive the following severance
benefits:

  .  $675,000;

  .  up to an additional $337,500 if he is unable to secure employment in a
     senior executive capacity by the second anniversary date of the
     termination of the agreement;

  .  the vesting of some of his unvested shares as follows:

    (a)  if the termination occurs before February 4, 2001, 50% of all
         shares of common stock that are unvested under the employment
         agreement as of that date will vest,

    (b)  if the termination occurs between February 4, 2001 and February 3,
         2002, 25% of the unvested shares will vest, and

    (c)  if the termination occurs after such period, none of the unvested
         shares will vest; and

  .  we will allow Mr. Skinner to participate in all health, dental,
     disability and other benefit plans maintained by us for a period of two
     years following the date of termination of the agreement.

   If Mr. Skinner's employment is terminated on or after the initial five-year
term of the employment agreement, or due to our failure to renew the
employment agreement, we will pay Mr. Skinner a severance benefit in the
amount of his base salary at that time. Mr. Skinner's employment agreement
provides for an initial annual base salary of $225,000, subject to annual
increases at the discretion of the compensation committee of the board of
directors, and an annual bonus in an amount up to 100% of his base salary
based on our performance. Mr.

                                      59
<PAGE>

Skinner is also entitled to acquire shares of our Series C preferred stock
under a stock purchase plan and is required to invest 30% of any amounts he
receives on account of an annual bonus in excess of 50% of his base salary
toward the purchase of such shares.

   In the event of any change of control, regardless of whether Mr. Skinner
terminates the employment agreement, all of his previously unvested shares
will vest immediately.

   Clyde Smith

   On January 8, 1998, we entered into an employment agreement with Clyde
Smith, Executive Vice President and Chief Technical Officer of Triton. The
employment agreement has a term of five years unless terminated earlier by
either Mr. Smith or us. Mr. Smith may terminate the employment agreement:

  .  at any time at his sole discretion upon 60 days' prior written notice;
     and

  .  upon 60 days' written notice, for good reason, which means that our
     employment of each of Michael Kalogris and Steve Skinner has been
     terminated during the five-year period.

   We may terminate the employment agreement:

  .  at any time, upon 60 days' written notice, at our sole discretion;

  .  for cause, as defined in the employment agreement;

  .  upon Mr. Smith's death; or

  .  a specified period of disability, as described in the employment
     agreement.

   If Mr. Smith terminates the employment agreement for good reason or we
terminate the employment agreement without cause, Mr. Smith is entitled to
receive the following severance benefits:

  . an amount equal to 150% of his then annual base salary; and

  . the vesting of some of his unvested shares as follows:

    (a) the percentage of unvested shares that would have vested in the
        year following the year of his termination, and

    (b) a proportionate amount, based on the number of days worked that
        year, of the shares that would have vested in the year of his
        termination.

   Mr. Smith's employment agreement provides for an initial annual base salary
of $220,000, subject to annual increases at the discretion of the compensation
committee of the board of directors, and an annual bonus in an amount up to
100% of his base salary based on our performance. Mr. Smith has also received
shares of our common stock, which vest according to the schedule set forth in
a letter agreement dated as of February 4, 1998, between Mr. Smith and us.

Stock Option Plan

   We are currently considering implementing an incentive stock option plan to
provide incentive compensation to our management and certain other employees.


                                      60
<PAGE>

                            PRINCIPAL STOCKHOLDERS

   The following table sets forth, as of June 30, 1999, information with
respect to the beneficial holdings of each director, each of the executive
officers named in the summary compensation table, and all of our executive
officers and directors as a group, as well as the holdings of each of our
stockholders who was known to us to be the beneficial owner, as defined in
Rule 13d-3 under the Exchange Act, of more than 5% of our common stock and
Series D preferred stock, based on our records. Shares of Series C preferred
stock will be converted into common stock upon closing of this offering on a
one-for-one basis, and accordingly, are included as common stock in the table
below. On all matters to be submitted to our stockholders, the holders of the
Series C preferred stock have the right to vote on an as-converted basis with
the holders of the common stock as a single class.

<TABLE>
<CAPTION>
                                                                Percentage of
                                                                   Shares
                                                                Beneficially
                                                                    Owned
                                                              -----------------
                                            Number of Shares   Before   After
Name and Address of Beneficial Owner(1)    Beneficially Owned Offering Offering
---------------------------------------    ------------------ -------- --------
<S>                                        <C>                <C>      <C>
Michael Kalogris.........................      150,068.23(7)     5.5
Steven Skinner...........................       84,474.19(8)     3.1
Clyde Smith..............................        4,371.95(9)       *
David Clark..............................        8,197.42(10)      *
Michael Mears............................        2,732.47(11)      *
Scott Anderson...........................          984.46          *
John Beletic.............................          984.46          *
Arnold Chavkin(2)........................             --         --
Mary Hawkins-Key.........................             --         --
John Watkins(3)..........................             --         --
CB Capital Investors, L.P.(2)............      533,510.62       19.5
J.P. Morgan Investment Corporation(3)....      469,113.00(12)   17.2
Desai Capital Management
 Incorporated(4).........................      517,510.62(13)   18.9
Toronto Dominion Capital (USA), Inc.(5)..      129,378.18        4.7
First Union Capital Partners, Inc. ......      177,385.94        6.5
DAG--Triton PCS, L.P.....................       80,788.15        3.0
AT&T Wireless PCS(6).....................      543,683.47(14)   19.9
All directors and executive officers as a
 group (10 persons)......................      251,813.18        9.2
</TABLE>
--------
  *  Represents less than 1%.
 (1)  Unless otherwise indicated, the address of each person listed in this
      table is c/o Triton Management Company, 375 Technology Drive, Malvern,
      Pennsylvania 19355.
 (2)  CB Capital Investment Inc. is the sole general partner of CB Capital
      Investors, L.P. Mr. Chavkin is a vice president of CB Capital
      Investments Inc. Mr. Chavkin disclaims beneficial ownership of any such
      shares. The address of CB Capital Investors is 380 Madison Avenue, New
      York, New York 10017.
 (3)  Mr. Watkins is a managing director and an officer of J.P. Morgan
      Investment Corporation. Mr. Watkins disclaims beneficial ownership of
      any such shares. The address of J.P. Morgan is 101 California Street,
      San Francisco, California 94111.
 (4)  The address of Desai Capital Management Incorporated is 540 Madison
      Avenue, New York, New York 10022.
 (5)  The address of Toronto Dominion Capital (USA), Inc. is 31 West 52nd
      Street, New York, New York 10019.
 (6)  The address of AT&T Wireless PCS is 5000 Carillon Point, Kirkland,
      Washington 98033.
 (7)  Includes 35,769.31 shares held by Mr. Kalogris as trustee under an
      amended and restated common stock trust agreement for management
      employees and independent directors, dated June 26, 1998, to which we
      will distribute common stock to management employees and independent
      directors. 74,323.26 of the 114,298.92 shares of common stock directly
      held by Mr. Kalogris are subject to forfeiture in accordance with Mr.
      Kalogris' employment agreement over a five-year period.

                                      61
<PAGE>

 (8)  55,742.45 of the 84,474.19 shares of common stock are subject to
      forfeiture according to the terms of Mr. Skinner's employment agreement.
 (9)  3,628.72 of the 4,371.95 shares of common stock are subject to
      forfeiture according to the terms of Mr. Smith's employment agreement.
(10)  6,557.94 of the 8,197.42 shares of common stock are subject to
      forfeiture according to the terms of a letter agreement, dated as of
      February 4, 1998, between Triton and Mr. Clark.
(11) 2,185.98 of the 2,732.47 shares of common stock are subject to forfeiture
     according to the terms of a letter agreement, dated as of February 4,
     1998, between Triton and Mr. Mears.
(12)  Includes 23,907 shares held by Sixty Wall Street SBIC Fund, L.P., an
      affiliate of J.P. Morgan Investment Corporation. The address for Sixty
      Wall Street SBIC is 60 Wall Street, New York, New York 10260.
(13)  Consists of 258,755.31 shares held by Private Equity Investors III,
      L.P., and 258,755.31 shares of Series C preferred stock held by Equity-
      Linked Investors-II, each an affiliate of Desai Capital Management. The
      address for Private Equity Investors III and Equity-Linked Investors-II
      is 540 Madison Avenue, 38th Floor, New York, New York 10022.
(14)  Consists of 543,683.47 shares of Series D preferred stock. Shares of
      Series D preferred stock are convertible into an equivalent number of
      shares of Series C preferred stock at any time, and Series C preferred
      stock is convertible into common stock at any time.

                                      62
<PAGE>

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The following summary highlights the material provisions of the securities
purchase agreement and the agreements with AT&T, as each has been modified to
date. It may not contain all of the information that is important to you. To
understand these agreements fully, you should carefully read each of the
agreements. We have filed copies of the securities purchase agreement and the
AT&T agreements with the SEC as described under the caption "Available
Information."

The Securities Purchase Agreement

   Under the terms of a securities purchase agreement, dated as of October 8,
1997, among AT&T, the cash equity investors, Michael Kalogris, Steven Skinner
and Triton, on February 4, 1998, AT&T transferred to us personal
communications services licenses which cover 20 MHz of authorized frequencies,
and entered into other agreements, in exchange for 732,371 shares of our
Series A preferred stock and 366,131 shares of our Series D preferred stock.
AT&T has retained 10 MHz of spectrum within our licensed areas.

   The cash equity investors and Michael Kalogris and Steven Skinner have each
made irrevocable commitments to contribute to Triton the following amounts in
cash exchange for the number of shares of Series C preferred stock set forth
beside their name:

<TABLE>
<CAPTION>
                                                            Shares of Series C
                                            Cash Commitment  Preferred Stock
                                            --------------- ------------------
   <S>                                      <C>             <C>
   Chase Capital Partners and/or
    affiliates.............................  $ 39,785,713         404,714
   J.P. Morgan Investment Corporation
    and/or affiliates......................    39,785,713         404,715
   Desai Capital Management Incorporated
    and/or affiliates......................    39,785,714         388,714
   Toronto Dominion Capital (USA), Inc.....     9,946,430          97,179
   First Union Capital Partners, Inc.......     4,973,215          48,589
   Duff Ackerman Goodrich & Assoc. L.P. ...     4,973,215          48,589
   Michael Kalogris........................       500,000           5,000
   Steven Skinner..........................       250,000           2,500
                                             ------------       ---------
     Total.................................  $140,000,000       1,400,000
                                             ============       =========
</TABLE>

   The cash equity investors, together with Michael Kalogris and Steven
Skinner, have contributed an aggregate of $80.0 million of their $140.0
million commitment as of the date of this prospectus. The cash equity
investors and Michael Kalogris and Steven Skinner are required to contribute
the unfunded portion of their respective commitments under the securities
purchase agreement to us on February 4, 2000 and 2001. Each cash equity
investor's obligation to make those additional capital contributions to us is
unconditional and irrevocable, is not subject to set-off or reduction for any
reason and is secured by a pledge of the investor's Series C preferred stock
that was issued in respect of such commitments. The cash equity investors have
also agreed to contribute all or a part of their unfunded commitment amount to
us upon 20 business days' notice from our board of directors.

The Myrtle Beach Equity Contribution

   Under the terms of a preferred stock purchase agreement, dated as of June
29, 1998, we received additional equity contributions of $35.0 million in
exchange for the issuance of 350,000 shares of our Series C preferred stock,
as shown below:

                                      63
<PAGE>

<TABLE>
<CAPTION>
                                                            Shares of Series C
                                            Cash Commitment  Preferred Stock
                                            --------------- ------------------
   <S>                                      <C>             <C>
   Chase Capital Partners and/or
    affiliates.............................   $10,242,968        102,430
   J.P. Morgan Capital Investment
    Corporation and/or affiliates..........    10,000,000        100,000
   Desai Capital Management Incorporated
    and/or affiliates......................     9,838,022         98,380
   Toronto Dominion Capital (USA), Inc.....     2,459,518         24,595
   First Union Capital Partners, Inc.......     1,229,746         12,297
   Duff Ackerman Goodrich & Assoc. L.P. ...     1,229,746         12,298
                                              -----------        -------
     Total.................................   $35,000,000        350,000
                                              ===========        =======
</TABLE>

   These contributions were contributed to us at the same time and were used
to finance the Myrtle Beach acquisition, and the shares were issued on terms
substantially similar to the terms of the securities purchase agreement.

Redemption of Series C Preferred Stock

   On December 7, 1998, we redeemed an aggregate amount of 35,602 shares of
Series C preferred stock for an aggregate price of $3,560,200 from J.P. Morgan
Capital Investment Corporation and its affiliate and contemporaneously
reissued to our other institutional stockholders the following shares for the
following cash contributions:

<TABLE>
<CAPTION>
                                                             Shares of Series C
                                           Cash Contribution  Preferred Stock
                                           ----------------- ------------------
   <S>                                     <C>               <C>
   Chase Capital Partners and/or
    affiliates...........................     $  467,511            4,675
   Desai Capital Management Incorporated
    and/or affiliates....................        539,312            5,393
   Toronto Dominion Capital (USA), Inc...        134,826            1,348
   First Union Capital Partners, Inc.....      2,065,675           20,657
   Duff Ackerman Goodrich & Assoc. L
    P. ..................................        352,876            3,529
                                              ----------           ------
     Total...............................     $3,560,200           35,602
                                              ==========           ======
</TABLE>

The Norfolk Contribution

   Under the terms of a preferred stock purchase agreement, dated as of
December 31, 1998, we received an additional contribution of approximately
$16.5 million from some of the cash equity investors in order to fund a
portion of the $105.0 million purchase price for the Norfolk acquisition. We
issued approximately $16.5 million of our Series C preferred stock to those
cash equity investors as shown below:

<TABLE>
<CAPTION>
                                                             Shares of Series C
                                           Cash Contribution  Preferred Stock
                                           ----------------- ------------------
   <S>                                     <C>               <C>
   Chase Capital Partners and/or
    affiliates...........................     $ 2,169,183          21,692
   Desai Capital Management Incorporated
    and/or affiliates....................       2,502,328          25,023
   Toronto Dominion Capital (USA), Inc...         625,574           6,256
   First Union Capital Partners, Inc.....       9,584,273          95,842
   Duff Ackerman Goodrich & Assoc.
    L.P. ................................       1,637,293          16,373
                                              -----------         -------
     Total...............................     $16,518,651         165,186
                                              ===========         =======
</TABLE>

   At closing, we also issued $13.5 million of our Series D preferred stock to
AT&T. We financed the balance of the purchase price through use of $75.0
million from the net proceeds of the notes offering.

                                      64
<PAGE>

License Exchange with AT&T

   On June 8, 1999, we completed a license exchange with AT&T, transferring
licenses for the Hagerstown and Cumberland, Maryland basic trading areas,
which cover 512,000 potential customers, to AT&T in exchange for licenses for
certain counties in the Savannah and Athens, Georgia basic trading areas,
which cover 517,000 potential customers. In addition, we issued 53,882 shares
of our Series A preferred stock and 42,739 shares of our Series D preferred
stock. The licenses we acquired in the exchange are contiguous to our existing
service area and have not been built out. We expect to include them in our
current build-out plan for our licensed area.

The AT&T Agreements

   The Stockholders' Agreement

   General. We entered into a stockholders' agreement, dated as of February 4,
1998, with AT&T, the cash equity investors and certain of our current and
former executive officers. Additional management stockholders and the
independent directors have also agreed to be bound by the provisions of the
stockholders' agreement in connection with the issuance to them of capital
stock. The agreement covers matters in connection with our management and
operations and the sale, transfer or other disposition of the capital stock.

   Board of Directors. A board of directors consisting of seven persons
governs Triton. Actions of the board of directors require the affirmative vote
of a majority of the entire board, although some transactions require a higher
vote. The stockholders who are party to our stockholders' agreement have
agreed that after the offering they will vote their shares together to elect
as two of our seven directors the nominees selected by our cash equity
investors.

   Representatives of AT&T and several cash equity investors also have the
right to attend each meeting of the board of directors as observers, provided
that they continue to own a certain amount of our capital stock as described
in our amended and restated certificate of incorporation. A majority of
disinterested directors must approve any transactions between us and our
stockholders, except for transactions under the AT&T agreements and arm's-
length agreements with AT&T. If an executive committee of the board is formed,
it must consist of at least the director nominated by AT&T as the holder of
Series A preferred stock, one of the directors selected by the cash equity
investors and Michael Kalogris, so long as he is an officer of Triton.

   Restrictions on Transfer. The stockholders' agreement imposes restrictions
with respect to the sale, transfer or other disposition of the capital stock
held under the terms of the agreement, primarily concerning transfers before
the offering date. Stockholders may not transfer their shares of common stock
prior to February 4, 2001 other than to any affiliated successor; thereafter,
stockholders holding shares of common stock may transfer the shares to any
person, subject to rights of first offer granted to specified parties to the
stockholders' agreement. Additionally, holders of common stock and Series D
preferred stock may transfer those shares at any time to an affiliated
successor or an equity investor affiliate, and, after February 4, 2001, the
cash equity investors may transfer or otherwise dispose of any of those shares
held by them to any other cash equity investors.

   AT&T may not transfer or dispose of any of its shares of Series D preferred
stock at any time other than to an affiliated successor. In addition, each
stockholder who is a party to the stockholders' agreement has agreed, subject
to some exceptions, not to transfer or otherwise dispose of any shares of our
capital stock to any of the three largest carriers of telecommunications
services that currently constitute interexchange services, other than AT&T and
other specified wireless carriers.

   Registration Rights. The stockholders' agreement grants certain demand and
piggyback registration rights to the stockholders. On or after the 91st day
after the offering is consummated, the following stockholders may,

                                      65
<PAGE>

subject to the restrictions on transfer described above, cause an underwritten
demand registration, subject to customary proportionate cutback and blackout
restrictions, so long as registration is reasonably expected to result in
aggregate proceeds of at least $10.0 million:

  .  AT&T;

  .  a holder of shares of Series C preferred stock or common stock, if the
     registration is reasonably expected to result in aggregate gross
     proceeds of at least $25.0 million; or

  .  employee stockholders beneficially owning at least 50.1% of the shares
     of common stock then beneficially owned by all employee stockholders
     together.

   In addition to the demand registration rights, any stockholder may, subject
to the restrictions on transfer described above, piggyback on a registration
by us at any time, other than registrations on Forms S-4 or S-8 of the
Securities Act, subject to customary proportionate cutback restrictions. The
demand and piggyback registration rights and obligations survive 20 years.

   Preemptive Rights. The stockholders' agreement grants preemptive rights in
some circumstances to the stockholders, including in connection with this
offering. Each stockholder has a preemptive right to purchase a proportionate
amount of shares if we propose to issue for cash any equity security. However,
the stockholders' preemptive rights do not extend to any stock option or stock
appreciation rights plan. These preemptive rights will terminate upon the
closing of this offering. See "Description of Capital Stock--Preemptive
Rights."

   Rights of Inclusion. In the event of a proposed sale by any stockholder to
any person other than an affiliated successor that would constitute 25% or
more of the aggregate outstanding Series C preferred stock and common stock on
a fully-diluted basis (excluding the Series A preferred stock), the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them
of such proposed sale. The purchaser may either purchase all stock offered by
all stockholders electing to participate in such sale, or the purchaser may
purchase stock from stockholders electing to participate in such sale on a
pro-rata basis up to the aggregate dollar amount offered by the purchaser to
the initial selling stockholder.

   Exclusivity. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person
offering, within the territory defined in the stockholders' agreement,
wireless mobility telecommunications services initiated or terminated using
time division multiple access and frequencies licensed by the FCC. However,
AT&T and its affiliates may:

  .  resell or act as agent for us;

  .  provide or resell wireless telecommunications services to or from
     specified locations; and

  .  resell wireless telecommunications services for another person in any
     area where we have not yet placed a system into commercial service.

   However, AT&T must provide us with prior written notice of its intention to
engage in resales, and only dual band/dual mode phones may be used in
connection with the resale activities. Additionally, with respect to the
markets listed on the roaming agreement, we and AT&T have agreed to cause our
respective affiliates in their home carrier capacities to program and direct
the programming of customer equipment so that the other party, in its capacity
as the serving carrier, is the preferred roaming provider in such markets.
Each party also agrees to refrain from inducing any of its customers to change
programming.

   Build-Out. We are required to:

  .  meet the construction requirements described in an agreed-upon minimum
     build-out plan;

                                      66
<PAGE>

  .  ensure compatibility of our personal communications services systems
     with the majority of systems in the southeastern region of the United
     States;

  .  satisfy the FCC construction requirements in the territory defined in
     the stockholders' agreement;

  .  offer various core service features with respect to our systems;

  .  cause our systems to comply with AT&T's time division multiple access
     quality standards; and

  .  refrain from providing or reselling interexchange services, other than
     interexchange services under our FCC licenses or that we procure from
     AT&T.

   If we materially breach any of the foregoing operational obligations or if
AT&T decides to adopt a new technology standard in a majority of its markets
and we decline to adopt the new technology, AT&T may terminate its exclusivity
obligations.

   Certain Transactions. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:

  .  derives from telecommunications businesses annual revenues in excess of
     $5.0 billion;

  .  derives less than one-third of its aggregate revenues from the provision
     of wireless telecommunications; and

  .  owns FCC licenses to offer and does offer wireless mobility
     telecommunications services serving more than 25% of the potential
     customers within the territory defined in the stockholders' agreement,

   AT&T will have the right, upon written notice, to terminate some of its
obligations in a portion of the territory in which the other party owns an FCC
license to offer commercial mobile radio service. However, upon such a
termination, we have the right to cause AT&T to exchange:

  .  all of the shares of its Series A preferred stock into shares of Series
     B preferred stock; and

  .  all of the shares of its Series D preferred stock, or Series C preferred
     stock or common stock if it has converted Series D stock into either
     one, into shares of Series B preferred stock.

   In the event that AT&T is required in any such transaction to dispose of
any of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, we have certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of our personal communications services systems that are located
within the major trading areas that include the applicable AT&T basic trading
areas. Our right is exercisable at any time within the period commencing with
the date of the announcement by AT&T of any such transaction and terminating
on the later of six months after consummation of the transaction and the date
by which AT&T is required under applicable law to dispose of any such system.

   Without the prior written consent of AT&T, we and our subsidiaries may not
effect any sale of substantially all the assets or liquidation, merger or
consolidation of Triton or any of its subsidiaries. There are limited
exceptions to this provision.

   Acquisition of Cellular Licenses. We may acquire cellular licenses that the
board of directors has determined are demonstrably superior alternatives to
construction of a personal communications services system in the applicable
area within the territory, provided that:

  .  a majority of the cellular potential customers are within the territory
     defined in the stockholders' agreement;

  .  AT&T and its affiliates do not own commercial mobile radio service
     licenses in the area; and

                                      67
<PAGE>

  .  our ownership of the cellular license will not cause AT&T or any
     affiliate to be in breach of any law or contract.

   Equipment, Discounts and Roaming. At our request, AT&T will use all
commercially reasonable efforts to assist us in obtaining discounts from any
vendor with whom we are negotiating for the purchase of any infrastructure
equipment or billing services and to enable us to become a party to the
roaming agreements between AT&T and its affiliates which operate other
cellular and personal communications services systems so long as AT&T, in its
sole discretion, does not determine such activities to be adverse to its
interests.

   Resale Agreements. At AT&T's request, we will enter into resale agreements
relating to the territory defined in the stockholders' agreement. The rates,
terms and conditions of service that we provide shall be at least as favorable
to AT&T, taken as a whole, as the rates, terms and conditions provided by
Triton to other customers.

   Subsidiaries. All of our subsidiaries must be direct or indirect wholly-
owned subsidiaries.

   Amendments. Amendments to the stockholders' agreement require the consent
of the holders of:

  .  a majority of the shares of each class of capital stock, including the
     shares held by AT&T;

  .  two-thirds of the common stock beneficially owned by the cash equity
     investors; and

  .  60.1% of the common stock beneficially owned by the employee
     stockholders.

   However, in the event any party to the stockholders' agreement ceases to
own any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.

   Termination. The stockholders' agreement terminates upon the earliest to
occur of:

  .  the written consent of each party to the agreement;

  .  February 4, 2009; and

  .  one stockholder owning all of the shares of common stock.

   However, some provisions expire on the offering date and some consent
rights of AT&T expire when and if it fails to own a specified amount of
capital stock.

   License Agreement

   Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and us, AT&T has granted us a royalty-free,
non-exclusive, limited right and license to use various licensed marks solely
in connection with specified licensed activities. The licensed marks include
the logo containing the AT&T and globe design and the expression Member, AT&T
Wireless Services Network. The licensed activities include:

  .  the provision to end-users and resellers, solely within the territory
     specified in the agreement, of communications services on frequencies
     licensed to us for commercial mobile and radio service provided in
     accordance with the AT&T agreements; and

  .  marketing and offering the licensed services within the territory.

   The license agreement also grants us the right and license to use the
licensed marks on permitted mobile phones.

                                      68
<PAGE>

   Except in specified instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, the communications services we are offering within the territory
under the licensed marks. In all other instances, except as described above,
AT&T reserves for itself the right to use the licensed marks in connection
with its provision of services, whether within or without the territory.

   The license agreement contains numerous restrictions with respect to our
use and modification of any of the licensed marks. We are obligated to use
commercially reasonable efforts to cause all licensed services that use the
licensed marks to be of comparable quality to the licensed services AT&T
markets and provides in areas comparable to our licensed territory, taking
into account the relative stage of development of the areas and other factors.
The license agreement also sets forth specific testing procedures to determine
compliance with these standards and affords us a grace period to cure any
instances of alleged noncompliance. Following the cure period, we must cease
using the licensed marks until we are in compliance.

   We may not assign or sublicense any of our rights under the license
agreement. However, the license agreement may be, and has been, assigned to
our lenders under the credit facility. After the expiration of any applicable
grace and cure periods under the credit facility, our lenders may enforce our
rights under the license agreement and assign the license agreement to any
person with AT&T's consent.

   The license agreement has a five-year term, which renews for an additional
five-year period if neither party terminates the agreement. The license
agreement may be terminated at any time in the event of our significant
breach, including our misuse of any licensed marks, our license or assignment
of any of the rights in the license agreement, our failure to maintain AT&T's
quality standards or if we experience a change of control. After the initial
five-year term, in the event AT&T converts any shares of Series A preferred
stock into common stock in connection with the stockholders' agreement, the
license agreement terminates on the later of two years from the date of such
conversion and the then existing expiration date of the license agreement.
After the initial five-year term, AT&T may also terminate the license
agreement upon the occurrence of specified transactions. See "--The
Stockholders' Agreement--Certain Transactions."

   Roaming Agreement

   Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T, on behalf of its affiliates, and us, AT&T and we agreed to
provide wireless mobility radiotelephone service for registered customers of
the other party's customers when they are out of their home carrier's
geographic area and in the geographic area where the serving carrier, itself
or through affiliates, holds a license or permit to construct and operate a
wireless mobility radio-telephone system and station. Each home carrier whose
customers receive service from a serving carrier shall pay the serving carrier
100% of the wireless service charges and 100% of the pass-through charges,
such as toll or other charges. Each serving carrier's service charges per
minute of use or partial minute of use for the first three years will be fixed
at a declining rate, and after the first three years will be equal to an
adjusted average home rate or any lower rate the parties negotiate from time
to time. Each serving carrier's toll charges per minute of use for the first
three years will be fixed at a declining rate. After the first three years,
the parties may renegotiate the rate from time to time.

   The roaming agreement has a term of 20 years, unless a party terminates
earlier due to:

  .  the other party's uncured breach of any term of the roaming agreement;

  .  the other party's voluntary liquidation or dissolution; or

  .  the FCC's revocation or denial of the other party's license or permit to
     provide commercial mobile radio service.

   Neither party may assign or transfer the roaming agreement or any of its
rights under the agreement except to an assignee of all or part of its license
or permit to provide commercial mobile radio service, provided that the
assignee expressly assumes all or the applicable part of the assigning party's
obligations under the agreement.

                                      69
<PAGE>

   Resale Agreement

   Under the terms of the stockholders' agreement, we are required at AT&T's
request to enter into a resale agreement in an agreed-upon form. Under the
resale agreement, AT&T will be granted the right to purchase and resell on a
nonexclusive basis access to and usage of our services in the territory. AT&T
will pay us the charges, including usage and roaming charges, associated with
services it requests under the agreement. We will retain the continuing right
to market and sell our services to customers and potential customers.

   The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore,
AT&T may terminate the agreement at any time for any reason on 180-days'
written notice.

   Under the terms of the stockholders' agreement, we have agreed that the
rates, terms and conditions of service, taken as a whole, that we provide to
AT&T under the resale agreement shall be at least as favorable as, or if
permitted by applicable law, superior to, the rates, terms and conditions of
service, taken as a whole, to any other customer. We will design the rate plan
we will offer under the resale agreement to result in a discounted average
actual rate per minute of use AT&T pays for service at least 25% below the
weighted average actual rate per minute that we bill our customers generally
for access and air time.

   Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:

  .  to an affiliate of that party at the time of the agreement's execution;

  .  by us to any of our operating subsidiaries; and

  .  to the transferee of a party's stock or substantially all of the party's
     assets, provided that all FCC and other necessary approvals have been
     received.

Other Related Party Transactions

   Over the course of 1997, Triton Communications L.L.C., our predecessor,
incurred certain costs on behalf of Triton Cellular, an entity affiliated with
us through management overlap and shared leased facilities. These costs
totaled $148,100 and Triton Cellular reimbursed us in 1999. In addition, we
purchased $22,800 of equipment from Horizon Cellular Telephone Company, L.P.,
an entity affiliated with us through management overlap and shared leased
facilities. In addition, under an agreement between Triton Cellular, Inc. and
us, allocations for management services rendered by some of our management
employees on behalf of Triton Cellular and allocations for shared lease
facilities are charged to Triton Cellular. Such allocations totaled $469,000
during 1998 and $375,000 for the six months ended June 30, 1999. The
outstanding balance at June 30, 1999 was approximately $1.0 million. We expect
settlement of these outstanding charges during 1999.

   On February 3, 1998, we entered into a credit facility. Affiliates of each
of J.P. Morgan Investment Corporation, a holder of approximately 17.2% of our
issued and outstanding capital stock, CB Capital Investors, a holder of
approximately 19.5% of our issued and outstanding capital stock, First Union
Capital Partners, Inc., a holder of approximately 6.5% of our issued and
outstanding capital stock, and Toronto Dominion Capital (USA), Inc., a holder
of approximately 4.7% of our issued and outstanding capital stock, serve as
agent and lenders under the credit facility. Each of the agent and lenders
under the credit facility execution has received and will continue to receive
customary fees and expenses in connection with the credit facility execution.
Through June 30, 1999, affiliates of J.P. Morgan Investment Corporation and CB
Capital Investors have received approximately $98,000 and $204,000,
respectively, in their capacity as agent and lender under such facility.

   Additionally on July 29, 1999, we entered into a commitment letter with
affiliates of CB Capital Investors, J.P. Morgan Investment Corporation,
Toronto Dominion Capital (USA), Inc. and First Union Capital Partners, Inc.
providing for an increase in our available borrowings under our credit
facility from $425.0 million to $550.0

                                      70
<PAGE>

million. Consummation of the transactions contemplated by the commitment
letter is subject to the satisfaction of several conditions, including
negotiation and execution of definitive documentation.

   We have entered into letter agreements with several of our management
employees and with our independent directors. Under the letter agreements,
these individuals were issued shares of our common stock that vest at 20% per
year over a five-year period. See "Principal Stockholders."

   On March 7, 1997, each of Chase Venture Capital Associates, L.P., an
affiliate of Chase Capital Partners, and J.P. Morgan Investment Corporation
provided $0.55 million in financing, and on July 3, 1997, each of Chase
Venture Capital L.P. and J.P. Morgan Investment Corporation provided an
additional $0.25 million in financing to Triton Communications in the form of
convertible promissory notes in order to fund its start-up costs. The $1.6
million in notes originally bore interest at 14% annually, payable at
maturity. On January 15, 1998, Triton Communications assigned the notes to us.
In conjunction with the noteholders, we subsequently negotiated a revised
arrangement under which we would not pay interest on the notes and the
promissory notes would be converted into approximately $3.2 million worth of
our Series C preferred stock. We converted the cash repayment of the notes
into 16,000 shares each of Series C preferred stock on February 4, 1998. We
accounted for the $1.6 million preferred return to the investors as a
financing cost during the period the notes were outstanding. Accordingly, we
accrued $1.2 million in financing costs on the notes as of December 31, 1997.
We recognized the remaining $0.4 million financing costs in the first quarter
of 1998.

   On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and one
officer under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

   On January 19, 1998, we entered into a master services agreement with
Wireless Facilities Inc. Wireless Facilities will provide us with radio
frequency design and system optimization support services. We have paid
approximately $12.0 million to Wireless Facilities against the $18.0 million
under the agreement. Mr. Scott Anderson, a director of Triton, is also a
director of Wireless Facilities.

   On May 4, 1998, we consummated a private offering of 11% senior
subordinated discount notes pursuant to which we raised net proceeds of
approximately $290.0 million. J.P. Morgan Securities Inc. and Chase Securities
Inc., each an affiliate of entities that own in the aggregate approximately
37.7% of our outstanding preferred stock, were initial purchasers in the
private offering and received a placement fee of $6.3 million.

   An affiliate of First Union Capital Investors, Inc. has acted as our
exclusive financial advisor in connection with the contemplated sale of our
personal communications towers to American Tower, L.P. pursuant to an asset
purchase agreement dated July 13, 1999. We expect to pay a fee to such entity
of approximately $1.0 million in connection with the consummation of such
sales.

                                      71
<PAGE>

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

   The following are summaries of certain material provisions of our notes and
credit facility. These summaries are qualified in their entirety by the
indenture and the credit facility, which we have previously filed with the
SEC.

Notes

   The notes were issued under an indenture, dated as of May 4, 1998, between
Triton PCS, the guarantors and The Chase Manhattan Bank, as trustee. The
notes:

  .  mature on May 1, 2008 and are limited to an aggregate principal amount
     at maturity of $511,989,000;

  .  were issued at an issue price of $585.95 per $1,000 aggregate principal
     amount at maturity and generated gross proceeds to us of $300.0 million;

  .  are general, unsecured obligations, subordinated in right of payment to
     all senior debt, including all obligations under the credit facility;

  .  bear interest at a rate of 11% per annum, computed on a semiannual bond
     equivalent basis, calculated from May 4, 1998 and cash interest will not
     accrue prior to May 1, 2003 and will be payable semiannually on May 1
     and November 1; and

  .  are guaranteed on a joint and several basis by all of our other
     subsidiaries that are direct or indirect obligors under, or in respect
     of, any senior credit facilities. As of the date of this prospectus, all
     of our other direct and indirect subsidiaries are guarantors on a full,
     unconditional and joint and several basis and are wholly-owned by us. We
     are not a guarantor. The guarantees are unsecured obligations of the
     guarantors, subordinated in right of payment to all senior debt of the
     guarantors, including all of the guarantors' obligations under their
     guarantees of the credit facility.

   We may elect to redeem all or part of the notes at any time on or after May
1, 2003 and prior to maturity, at the following redemption prices, expressed
as percentages of principal amount, plus accrued and unpaid interest if
redeemed during the 12-month period beginning on May 1 of the years indicated:

<TABLE>
<CAPTION>
                             Year                     Percentage
                             ----                     ----------
         <S>                                          <C>
         2003........................................   105.50%
         2004........................................   103.67%
         2005........................................   101.84%
         2006 and thereafter.........................   100.00%
</TABLE>

   In addition, on or prior to May 1, 2001, we may redeem up to 35% of the
principal amount at maturity of notes issued under the indenture, at a
redemption price equal to 111% of the accreted value to the redemption date,
with the net proceeds of one or more equity offerings of:

  .  our qualified stock; or

  .  a special purpose corporation formed to hold our qualified stock.

However, at least 65% of the aggregate principal amount at maturity of notes
issued under the indenture must remain outstanding immediately after giving
effect to the redemption. We do not intend to redeem any notes with the net
proceeds of the offering.

   If a change of control, as defined below, occurs, each noteholder may
require us to repurchase its notes, in whole or in part, at a purchase price
equal to 101% of the notes' accreted value or the principal amount at
maturity, as applicable, plus accrued and unpaid interest to the purchase
date. Our credit facility will prohibit the purchase of outstanding notes
prior to repayment of the borrowings under the credit facility.

                                      72
<PAGE>

   A change of control will occur under the indenture if any one or more of
the following events occurs:

  .  any person or group, as those terms are used in Sections 13(d) and 14(d)
     of the Exchange Act, other than a permitted holder or permitted holders
     or a person or group controlled by a permitted holder or permitted
     holders, becomes the beneficial owner, as defined in Rules 13d-3 and
     13d-5 under the Exchange Act, except that a person shall be deemed to
     have beneficial ownership of all securities that person has the right to
     acquire within one year, upon the happening of an event or otherwise, is
     or becomes the beneficial owner, directly or indirectly, of:

    (a)  Triton's securities representing 50% or more of the combined
         voting power of its then outstanding voting stock, or

    (b)  Triton PCS' securities representing 50% or more of the combined
         voting power of its then outstanding voting stock;

  .  the following individuals cease for any reason to constitute more than a
     majority of the number of directors then serving on the board of Triton
     or Triton PCS:

    (a)  individuals who, on May 4, 1998, constitute the board, and

    (b)  any new director, other than a director whose initial assumption
         of office is in connection with an actual or threatened election
         contest, including a consent solicitation relating to the election
         of directors of Triton or Triton PCS, whose appointment or
         election by the board or nomination for election by Triton PCS'
         stockholders was approved by the vote of at least two-thirds of
         the directors then still in office or whose appointment, election
         or nomination was previously so approved or recommended; or

  .  the stockholders of Triton or Triton PCS shall approve any plan of
     liquidation, whether or not otherwise in compliance with the provisions
     of the indenture.

   The transfer, by lease, assignment, sale or otherwise, in a single
transaction or series of transactions, of all or substantially all of the
properties or assets of one or more of our other subsidiaries, the capital
stock of which constitutes all or substantially all of Triton PCS' properties
and assets, shall be deemed to be the transfer of all or substantially all of
Triton PCS' properties and assets.

   We are also required to offer to repurchase the notes if all or some of the
net proceeds of an asset sale are not used to acquire an entity engaged in a
permitted business, to purchase other long term assets used or useful in a
permitted business or to repay any senior indebtedness.

   The indenture contains restrictive covenants which, among other things,
restrict Triton PCS' and its restricted subsidiaries' ability to:

  .  incur additional indebtedness;

  .  pay dividends, make investments or redeem or retire stock of Triton PCS
     or subordinated indebtedness of Triton PCS or any subsidiary;

  .  cause encumbrances or restrictions to exist on the ability of its
     subsidiaries to pay dividends and make investments in, or transfer any
     property or assets to Triton;

  .  create liens on their assets;

  .  sell assets;

  .  engage in transactions with affiliates;

  .  engage in businesses other than a permitted business;

  .  designate any of our subsidiaries as an unrestricted subsidiary under
     the indenture;

  .  engage in mergers or consolidations; or

  . amend, modify or waive, or refrain from enforcing, any provision of the
    securities purchase agreement dated October 8, 1997.

The indenture provides for acceleration upon customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

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Credit Facility

   On February 3, 1998, Triton PCS entered into a $425.0 million credit
facility with The Chase Manhattan Bank, as administrative agent, and other
financial institutions.

   The credit facility provides for:

  .  an aggregate of $175.0 million Tranche A senior secured term loans,
     which may be drawn at any time until February 2001, and which mature in
     August 2006;

  .  an aggregate of $150.0 million Tranche B senior secured term loans,
     which could be drawn through August 1998, and which mature in May 2007;
     and

  .  a $100.0 million senior secured revolving credit facility which matures
     in August 2006 and includes a $3.0 million subfacility for the issuance
     of letters of credit.

   As of June 30, 1999, $150.0 million of the Tranche B term loans were
outstanding and we had not drawn down on the Tranche A term or revolving
credit loans. Borrowings are subject to customary conditions, including the
absence of a material adverse change. Loans under the credit facility are
available to fund capital expenditures related to the construction of our
personal communications services network, the acquisition of related
businesses, our working capital needs and customer acquisition costs.

   We must repay the Tranche A term loans, if borrowed, in eighteen
consecutive quarterly installments, beginning in February 2002. The amount of
each of the first four installments is $4,375,000, the amount of each of the
next four installments is $6,562,500, the amount of each of the next four
installments is $8,750,000, the amount of each of the next four installments
is $10,937,500, and the amount of each of the last two installments is
$26,250,000.

   We must repay the Tranche B term loans in twenty-one consecutive quarterly
installments, beginning in February 2002. The amount of each of the first 16
installments is $375,000, the amount of each of the next four installments is
$7.5 million, and the amount of the last installment is $114.0 million.

   The amount that we can borrow and that can be outstanding under the
revolving credit facility reduces in eight quarterly reductions, beginning in
August 2004. The amount of each of the first two reductions is $5.0 million,
the amount of each of the next four reductions is $10.0 million, and the
amount of each of the last two reductions is $25.0 million.

   Interest on the Tranche A term loans and the revolving credit loans
accrues, at our option, either at:

  .  the reserve adjusted London interbank offered rate, plus an applicable
     margin of between 2.25% and 1.00%, depending on the level of our ratio
     of debt to EBITDA; or

  .  the higher of The Chase Manhattan Bank's prime rate or the federal funds
     rate plus 0.5%, plus an applicable margin of between 1.25% and 0%,
     depending on the level of our ratio of debt to EBITDA.

   Interest on the Tranche B term loans accrues, at our option, either at:

  .  the reserve adjusted London interbank offered rate, plus a margin of
     3.0%; or

  .  the higher of The Chase Manhattan Bank's prime rate or the federal funds
     rate plus 0.5%, plus a margin of 1.75%.

   Interest on any overdue amounts will accrue at a rate per annum equal to 2%
plus the rate otherwise applicable to that amount.

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<PAGE>

   The credit facility requires that we pay an annual commitment fee of
between 0.375% and 0.50%, depending on the ratio of debt to EBITDA, of the
unused portion of the credit facilities payable quarterly in arrears and a
separate agent's fee payable to the administrative agent. The credit facility
also requires us to maintain at least 60% of total outstanding indebtedness as
fixed rate instruments. Although we have not been required to purchase any
interest rate hedges, in 1998 we purchased two interest rate hedges with a
notional amount totaling $75.0 million.

   We must repay the term loans, and the commitments under the revolving
credit facility will be reduced, in an aggregate amount equal to:

  .  50% of excess cash flow of each of our fiscal years commencing with the
     fiscal year ending December 31, 2001;

  .  100% of the net proceeds of specified asset sales outside the ordinary
     course of business, in excess of a $1.0 million yearly threshold, and of
     unused insurance proceeds;

  .  100% of the net cash proceeds of specified incurrences of indebtedness;
     and

  .  50% of the net cash proceeds of specified issuances of equity securities
     or specified capital contributions other than those made under the
     securities purchase agreement.

   We, and each of our other subsidiaries, have guaranteed all of Triton PCS'
obligations under the credit facility. Triton PCS' obligations under the
credit facility are secured by security interests in substantially all of its
assets, and in substantially all of the assets of each of our other
subsidiaries, and by a pledge of all of Triton PCS' capital stock and of all
of the capital stock and other equity interests of all of our domestic
subsidiaries and 65% of the shares of capital stock of foreign subsidiaries.

   The credit facility contains customary covenants, including covenants
limiting indebtedness, dividends and distributions on, and redemptions and
repurchases of, capital stock and other similar payments, and the acquisition
and disposition of assets, and covenants relating to the number of potential
customers covered by our network and number of customers. The credit facility
also requires that we comply with specified financial covenants.

   In addition, the credit facility provides that we may not permit certain of
our subsidiaries to incur any liabilities or obligations other than their
guarantee of the credit facility, the security agreement they have entered
into in connection with the credit facility, and, in the case of any
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of that subsidiary which are incidental to being
the lessee of real property or the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

   The credit facility provides for acceleration upon the occurrence of
customary events of default.

   We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase the credit facility under the credit agreement by $125.0 million. The
increase would consist of two term loans:

  .  a $75.0 million, senior secured Tranche C term loan maturing on August
     3, 2003; and

  .  a $50.0 million, single-draw senior secured Tranche D term loan maturing
     on May 3, 2007.

   The commitment letter is subject to various conditions, including
negotiation and execution of definitive documentation. There can be no
assurance that we will be able to enter into the amended and restated credit
facility.


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<PAGE>

                         DESCRIPTION OF CAPITAL STOCK

General

   Upon completion of the offering, our authorized capital stock will consist
of      shares of common stock, par value $0.01 per share, and 7,000,000
shares of preferred stock, par value $0.01 per share, including 1,000,000
shares designated Series A convertible preferred stock, 2,000,000 shares
designated Series B preferred stock, 3,000,000 shares designated Series C
convertible preferred stock and 1,000,000 shares designated Series D
convertible preferred stock. Upon completion of the offering,      shares of
common stock, 786,252.64 shares of Series A preferred stock, no shares of
Series B preferred stock or Series C preferred stock and 543,683.47 shares of
Series D preferred stock will be issued and outstanding. In addition,
1,329,936.11 shares of Series B preferred stock, 543,683.47 shares of Series C
preferred stock, no shares of Series D preferred stock and      shares of
common stock are reserved for issuance in connection with transactions
contemplated by the stockholders' agreement. On the date of this offering,
each share of Series C preferred stock issued and outstanding will
automatically convert into one share of common stock, subject to adjustment.

   The following summary is subject to and qualified in its entirety by the
provisions of our restated certificate of incorporation and amended and
restated bylaws and by the provisions of applicable law.

Common Stock

   Each holder of common stock is entitled to one vote for each share of
common stock on all matters on which stockholders generally are entitled to
vote and to all other rights, powers and privileges of stockholders under
Delaware law. Upon the dissolution, liquidation or winding up of Triton, after
any preferential amounts to be distributed to the holders of the preferred
stock then outstanding have been paid or declared and funds sufficient for
payment in full have been set apart for payment, the holders of the common
stock will be entitled to receive proportionately all the remaining assets of
Triton available for distribution to its stockholders.

Preferred Stock

   Our certificate of incorporation gives our board of directors the authority
to issue preferred stock in one or more series and to fix the relative powers,
preferences, rights, privileges and restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series.

   The issuance of preferred stock may have the effect of delaying, deferring
or preventing a change in control of Triton and may adversely affect the
voting or other rights of the holders of common stock. These effects may
include the loss of voting control to others. We currently have four series of
preferred stock, designated as follows:

   Series A Preferred Stock. The Series A preferred stock, with respect to
dividend rights and rights on liquidation, dissolution or winding up, ranks on
a parity basis with the Series B preferred stock and ranks senior to the
Series C preferred stock, the Series D preferred stock, the common stock and
any other series or class of our preferred or common stock authorized
currently or in the future. The holders of Series A preferred stock are
entitled to cumulative quarterly cash dividends at the annual rate of 10% of
the accreted value of the Series A preferred stock. We may elect to defer
payment of any dividends until September 30, 2008. Any dividend payments so
deferred will be payable on and not earlier than September 30, 2008. Except as
required by law or in specified instances, the holders of the Series A
preferred stock do not have any voting rights. However, so long as AT&T owns
at least two-thirds of the number of shares of Series A preferred stock it
owned on February 4, 1998, AT&T has the exclusive right, voting separately as
a single class, to nominate one of our directors and the right to approve,
along with Michael Kalogris and Steven Skinner, two independent directors
nominated by the cash equity investors. The Series A preferred stock is
redeemable at its accreted value

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<PAGE>

after February 4, 2008 and at the option of its holders on or after February
4, 2018. So long as the Series A preferred stock is outstanding or dividends
payable on shares of Series A stock have not been paid in full in cash, we may
not pay dividends on, or repurchase shares of, our common stock or other stock
ranking junior to the Series A preferred stock without the consent of the
holders of the Series A preferred stock. However, we may purchase shares of
common stock or junior stock at market price if we are required to do so under
any agreement with any employees.

  Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series A preferred stock are entitled to the accreted value of the Series
A preferred stock. Additionally, on or after February 4, 2006, AT&T, certain
of its affiliates and qualified transferees have the right to convert each
share of Series A preferred stock into common stock at its accreted value
divided by the market price of one share of common stock.

   Series B Preferred Stock. The Series B preferred stock ranks on a parity
basis with the Series A preferred stock and is identical in all respects to
the Series A preferred stock except:

  .  the Series B preferred stock is not convertible into common stock or any
     other security of Triton at any time;

  .  the Series B preferred stock is redeemable at its accreted value at any
     time at our option; and

  .  holders of Series B preferred stock do not have the right to nominate
     any of our directors.

   Series C Preferred Stock. The Series C preferred stock ranks junior to the
Series A preferred stock and Series B preferred stock with respect to dividend
rights and rights on liquidation, dissolution or winding up, ranks junior to
the Series D preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series D preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our preferred or common stock now or
hereafter authorized, other than Series A preferred stock, Series B preferred
stock or Series D preferred stock, with respect to rights on liquidation,
dissolution and winding up. The holders of Series C preferred stock are
entitled to dividends when, as and if declared by our board of directors.

   The board may not declare or pay dividends on any shares of common stock or
other preferred stock ranking junior or equal to the Series C preferred stock
with respect to dividends, unless the holders of the Series C preferred stock
receive dividends in an amount per share at least equal to the greater of:

  .  the dividends payable on the number of shares of common stock into which
     the Series C stock may be converted at the time of the dividend; or

  .  the dividends per share payable to holders of any series of preferred
     stock ranking junior or equal to the Series C preferred stock times a
     fraction where:

    (a)  the numerator is the number of shares of common stock into which a
         share of Series C preferred stock is convertible at the time of
         the dividend, and

    (b)  the denominator is the number of shares of common stock into which
         a share of the other preferred stock is convertible at the time of
         the dividend.

     However, if that other stock is not convertible into common stock, then:

    (a)  the numerator is the liquidation preference of a share of Series C
         preferred stock, and

    (b)  the denominator is the liquidation preference of a share of the
         other series of preferred stock.

   Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series C preferred stock are entitled, after payment to any stock ranking
senior to the Series C preferred stock, to a liquidation preference of $100
per share, subject to adjustment. The holders of the Series C preferred stock
have the right at any time to convert each share of Series C preferred stock
into one share of common stock, and each share of Series C preferred stock
will automatically convert into one share of common stock, subject to
adjustment, on the offering date. On all matters to be submitted to our
stockholders, the holders of the Series C preferred stock have the right to
vote on an as-converted basis as a single class with the holders of common
stock. Additionally, the vote of the holders of a majority of the Series C
preferred stock is required in specified instances. The Series C preferred
stock is not redeemable except in limited circumstances.

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<PAGE>

   Series D Preferred Stock. The Series D preferred stock ranks junior to the
Series A preferred stock and the Series B preferred stock with respect to
dividend rights and rights on liquidation, dissolution or winding up, ranks
senior to the Series C preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series C preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our common or preferred stock now or
hereafter authorized, other than Series A preferred stock, Series B preferred
stock or Series C preferred stock, with respect to rights on liquidation,
dissolution and winding up. Subject to the preceding sentence, the Series D
preferred stock is identical in all respects to the Series C preferred stock
except:

  .  the Series D preferred stock is convertible into an equivalent number of
     shares of Series C preferred stock at any time;

  .  except as required by law or in specified instances, the holders of the
     Series D preferred stock do not have any voting rights; and

  .  shares of Series D preferred stock are not subject to automatic
     conversion upon the offering date, although the conversion rate will be
     set, subject to adjustment, on the offering date.

Board of Directors

   Our board of directors consists of seven directors, and each director
serves until his or her successor has been duly elected and qualified, or
until his or her earlier death, resignation or removal. The stockholders who
are party to our stockholders' agreement have agreed that after the offering
they will vote their shares together to elect as two of our seven directors
the nominees selected by our cash equity investors. See "Certain Relationships
and Related Transactions--The AT&T Agreements--The Stockholders' Agreement."

Anti-Takeover Provisions

   Delaware law, our restated certificate of incorporation and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by
means of changes to our governing documents or a proxy contest.

   Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested
stockholders for a period of three years following the time that person became
an interested stockholder, unless any of the following occurs:

  .  the transaction resulting in a person's becoming an interested
     stockholder, or the business combination, is approved by the board of
     directors of the corporation before the person becomes an interested
     stockholder;

  .  the interested stockholder acquires 85% or more of the outstanding
     voting stock of the corporation in the same transaction that makes the
     person an interested stockholder, excluding shares owned by persons who
     are both officers and directors of the corporation and shares held by
     employee stock ownership plans; or

  .  on or after the date the person became an interested stockholder, the
     business combination is approved by the corporation's board of directors
     and by the holders of at least 66 2/3% of the corporation's outstanding
     voting stock at a stockholder meeting, excluding shares held by the
     interested stockholder.

   An "interested stockholder" is defined as any person that is:

  .  the owner of 15% or more of the outstanding voting stock of the
     corporation; or

  .  an affiliate or associate of the corporation and was the owner of 15% or
     more of the outstanding voting stock of the corporation at any time
     within the three-year period immediately prior to the date on which it
     is sought to be determined whether the person is an interested
     stockholder.

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<PAGE>

   Supermajority Vote Required to Amend Our Certificate of Incorporation. Any
amendment to our certificate of incorporation or the bylaws must be approved
by the affirmative vote of the holders of shares of Series C preferred stock
and common stock representing at least two-thirds of the votes entitled to be
cast for the election of directors, voting together as a single class, subject
to the separate class vote requirements relating to any class or series of
preferred stock.

   Nomination and Election of Directors. Our restated certificate of
incorporation and the stockholders' agreement contain provisions which affect
the nomination and election of directors to our board. Under our restated
certificate of incorporation, as long as AT&T owns at least two-thirds of the
number of shares of Series A preferred stock that it owned on February 4,
1998, it has the exclusive right, voting separately as a single class, to
nominate one director. AT&T also has the right to approve, along with Michael
Kalogris and Steven Skinner, two independent directors nominated by the cash
equity investors. Each of the stockholders party to the stockholders'
agreement has agreed to vote all its shares of its Series C preferred stock or
common stock held of record by it to cause the election of certain directors
and their continuation in office. See "Certain Relationships and Related
Transactions--The AT&T Agreements--The Stockholders' Agreement--Board of
Directors."

Limitation on Directors' Liabilities

   The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. Our restated certificate
of incorporation limits the liability of our directors to Triton or our
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors will not be personably liable for monetary damages
for breach of a director's fiduciary duty as a director, except for liability:

  .  for any breach of the director's duty of loyalty to Triton or its
     stockholders;

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

  .  under Section 174 of the Delaware General Corporation Law, which relates
     to the unlawful payment of dividend or unlawful stock purchase or
     redemption by a corporation; or

  .  for any transaction from which a director derived an improper personal
     benefit.

   The inclusion of this provision in our restated certificate of
incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefited Triton and its stockholders. In addition, under the terms of the
employment agreements with Michael Kalogris and Steven Skinner, we have
purchased directors' and officers' liability insurance coverage for Messrs.
Kalogris and Skinner in amounts customary for similarly situated companies.

Preemptive Rights

   We have granted preemptive rights that will terminate upon closing of this
offering to some of our stockholders. Prior to this offering, we are required
to give these stockholders notice of the offering, setting forth the aggregate
number of shares of common stock proposed to be issued, the anticipated price
range and the other terms and conditions of the proposed issuance. Each
stockholder then has the right to acquire a pro rata amount of common stock
based upon the number of shares of common stock that is beneficially owned by
such stockholder, provided the stockholder gives us written notice of its
intent to exercise its preemptive rights within 30 days of receiving notice of
the offering from us.

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   If a stockholder exercises its preemptive right in this offering, it will
be obligated to exercise that right if the offering price does not exceed the
highest price in the anticipated range; if the offering price exceeds the
highest price in the anticipated range, however, the stockholder will have the
right, but not the obligation, to exercise its preemptive right at that
offering price. In addition, if the public offering price is more than 20%
below the lowest price in the anticipated range, AT&T has the right to
exercise its preemptive right at the time of the pricing of this offering.

Registration Rights

   We have granted registration rights to some of our stockholders. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Registration Rights" for a description of these
registration rights.

Listing

   We intend to apply to have the common stock included for quotation on the
Nasdaq National Market under the symbol "TPCS."

Transfer Agent and Registrar

   We have appointed       as the transfer agent and registrar for our common
stock.

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              CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS TO
                               NON-U.S. HOLDERS

   The following is a summary of the material United States federal income,
estate and gift tax consequences of the purchase, ownership and disposition of
the common stock by holders that are non-U.S. holders, as that term is defined
below. This summary does not purport to be a complete analysis of all
potential tax effects and is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, which change may be
retroactive. Unless otherwise specifically noted, this summary applies only to
those persons that hold the common stock as capital asset within the meaning
of Section 1221 of the Internal Revenue Code.

   This summary is for general information only and does not address the tax
consequences to taxpayers who are subject to special rules or circumstances.
This summary does not address any tax consequences arising under any state,
municipality, foreign country or other taxing jurisdiction. Prospective
investors are urged to consult their tax advisors regarding the United States
federal tax consequences of purchasing, owning and disposing of the common
stock, including the investor's status as a non-U.S. holder, as well as any
tax consequences that may arise under the laws of any state, municipality,
foreign country or other taxing jurisdiction.

General

   For purposes of this discussion, a non-U.S. holder is a beneficial owner of
Triton common stock that is not:

  .  a citizen or individual resident of the United States;

  .  a corporation or partnership, including any entity treated as a
     corporation or partnership for United States federal income tax
     purposes, created or organized under the laws of the United States or
     any subdivision thereof;

  .  an estate the income of which is subject to United States federal income
     tax without regard to its source; or

  .  a trust if a court within the United States is able to exercise primary
     supervision over the administration of the trust and one or more United
     States persons have the authority to control all substantial decisions
     of the trust.

Dividends

   Dividends, if any, paid to a non-U.S. holder will generally be subject to
the withholding of United States federal income tax at the rate of 30% of the
gross amount of such dividends, unless:

  .  the dividends are effectively connected with the conduct of a trade or
     business, or, if an income tax treaty applies, are attributable to a
     permanent establishment, as defined therein, within the United States of
     the non-U.S. holder, and such non-U.S. holder furnishes to Triton or its
     agent a duly executed Internal Revenue Service Form W-8ECI, or any
     successor form; or

  .  such non-U.S. holder is entitled to a reduced withholding tax rate
     pursuant to any applicable income tax treaty.

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<PAGE>

   For purposes of determining whether tax will be withheld at a reduced rate
as specified by an income tax treaty, current law permits Triton to presume
that dividends paid to an address in a foreign country are paid to a resident
of such country absent actual knowledge that such presumption is not
warranted. However, under newly issued U.S. Treasury regulations, in the case
of dividends paid after December 31, 2000, in order to obtain a reduced rate
of withholding under an income tax treaty, a non-U.S. holder generally will be
required to furnish to us or our agent a duly executed Internal Revenue
Service Form W-8BEN, or any successor form, certifying, under penalties of
perjury, that such non-U.S. holder is entitled to benefits under an income tax
treaty. The new regulations also provide special rules for dividend payments
made to foreign intermediaries, U.S. or foreign wholly-owned entities that are
disregarded for U.S. federal income tax purposes and entities that are treated
as fiscally transparent in the United States, the applicable income tax treaty
jurisdiction or both. Prospective investors should consult their tax advisors
concerning the effect, if any, of the adoption of these new U.S. Treasury
regulations on an investment in our common stock. A non-U.S. holder who is
eligible for a reduced withholding rate may obtain a refund of any excess
amounts withheld by filing an appropriate claim for a refund with the Internal
Revenue Service.

   Dividends paid to a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

Gain on Sale or Other Disposition

   A non-U.S. holder generally will not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the common stock, unless:

  .  the gain is effectively connected with the conduct of a trade or
     business, or, if an income tax treaty applies, is attributable to a
     permanent establishment, as defined therein, within the United States of
     the non-U.S. holder or of a partnership, trust or estate in which such
     non-U.S. holder is a partner or beneficiary;

  .  Triton has been, is or becomes a United States real property holding
     corporation within the meaning of Section 897(c)(2) of the Internal
     Revenue Code at any time within the shorter of the five-year period
     preceding such sale or other disposition or such non-U.S. holder's
     holding period for Triton common stock; or

  .  the non-U.S. holder is an individual that:

    (a)  is present in the United States for 183 days or more in the
         taxable year of the sale or other disposition; and

    (b)  either (i) has a tax home in the United States, as specially
         defined for purposes of the United States federal income tax, or
         (ii) maintains an office or other fixed place of business in the
         United States and the gain from the sale or other disposition of
         the common stock is attributable to such office or other fixed
         place of business.

   A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its United States real
property interests within the meaning of Section 897(c)(1) of the Internal
Revenue Code equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus the fair market value of any other of
its assets used or held for use in a trade or business. Triton believes that
it has not been, is not currently and is not likely to become a United States
real property holding corporation. Further, even if Triton were to become a
United States real property holding corporation, any gain recognized by

                                      82
<PAGE>

a non-U.S. holder still would not be subject to U.S. federal income tax if the
Triton common stock were considered to be regularly traded, within the meaning
of applicable U.S. Treasury regulations, on an established securities market,
for example, the Nasdaq National Market, on which Triton's common stock will
be listed, and the non-U.S. holder did not own, directly or indirectly, at any
time during the five-year period ending on the date of the sale or other
disposition, more than 5% of the common stock.

   Gains realized by a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

   Individual non-U.S. holders may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain
United States expatriates, including former long-term residents of the United
States.

Federal Estate and Gift Taxes

   Common stock owned or treated as owned by a non-U.S. holder at the date of
death will be included in such individual's estate for United States federal
estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

   A non-U.S. holder will not be subject to United States federal gift tax on
a transfer of common stock, unless such person is engaged in business in the
United States or such person is an individual subject to provisions of United
States federal gift tax law applicable to certain United States expatriates,
including certain former long-term residents of the United States.

Backup Withholding Tax and Information Reporting

   Triton must report annually to the Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to, and the tax withheld with
respect to, such non-U.S. holder, regardless of whether tax was actually
withheld and whether withholding was reduced by an applicable income tax
treaty. Pursuant to certain income tax treaties and other agreements, that
information may also be made available to the tax authorities of the country
in which the non-U.S. holder resides.

   United States federal backup withholding, which generally is withholding
tax imposed at the rate of 31% on certain payments to persons not otherwise
exempt who fail to furnish certain identifying information, will generally not
apply to:

  .  dividends paid to a non-U.S. holder that are subject to withholding at
     the 30% rate or that are subject to withholding at a reduced rate under
     an applicable income tax treaty; or

  .  Under current law, dividends paid to a non-U.S. holder at an address
     outside of the United States, unless the payor has knowledge that the
     payee is a United States person.

   Under newly issued U.S. Treasury regulations, in the case of dividends paid
after December 31, 2000, a non-U.S. holder will generally be subject to backup
withholding, unless certain certification procedures, or, in the case of
payments made outside of the United States with respect to an offshore
account, certain documentary evidence procedures, are satisfied, directly or
through a foreign intermediary.

                                      83
<PAGE>

   The backup withholding and information reporting requirements will
generally also apply to the gross proceeds paid to a non-U.S. holder upon the
sale or other disposition of common stock by or through a United States office
of a United States or foreign broker, unless the non-U.S. holder certifies to
the broker under penalties of perjury as to, among other things, its name,
address and status as a non-U.S. holder by filing the Internal Revenue
Service's Form W-8BEN, or any successor form, with the broker, or unless the
non-U.S. holder otherwise establishes an exemption.

   Information reporting requirements, but not backup withholding, will
generally apply to a payment of the proceeds of a sale or other disposition of
common stock effected at a foreign office of:

    (c)  a United States broker;

    (d)  a foreign broker 50% or more of whose gross income for certain
         periods is effectively connected with the conduct of a trade or
         business within the United States;

    (e)  a foreign broker that is a controlled foreign corporation for
         United States federal income tax purposes; or

    (f)  pursuant to newly issued U.S. Treasury regulations effective after
         December 31, 2000, a foreign broker that is (a) a foreign
         partnership one or more of whose partners are U.S. persons that in
         the aggregate hold more than 50% of the income or capital interest
         in the partnership at any time during its tax year, or (b) a
         foreign partnership engaged at any time during its tax year in the
         conduct of a trade or business in the United States, unless the
         broker has certain documentary evidence in its records that the
         holder is a non-U.S. holder and the broker has no knowledge to the
         contrary and certain other conditions are met, or unless the non-
         U.S. holder otherwise establishes an exemption.

   Neither backup withholding nor information reporting will generally apply
to a payment of the proceeds of a sale or other disposition of common stock
effected at a foreign office of a foreign broker not subject to the preceding
paragraph. Prospective investors should consult their tax advisors concerning
the effect, if any, of the adoption of the newly issued U.S. Treasury
regulations on backup withholding and information reporting on an investment
in the common stock.

   Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the non-U.S.
holder's United States federal income tax liability, provided that the non-
U.S. holder files an appropriate claim for a refund with the Internal Revenue
Service.

                                      84
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

   Prior to this offering, there has been no market for our common stock, and
we cannot assure you that a significant public market for the common stock
will develop or be sustained after this offering. Future sales of substantial
amounts of common stock, including shares issued upon exercise of outstanding
options, in the public market after this offering could adversely affect
market prices prevailing from time to time and could impair our ability to
raise capital through the sale of our equity securities. Sales of substantial
amounts of our common stock in the public market could adversely affect the
prevailing market price and our ability to raise equity capital in the future.

   Upon completion of this offering, we will have outstanding     shares of
common stock, assuming no exercise of the underwriters' over-allotment option
and no conversion of Series D preferred stock, which can convert into 543,000
shares of our common stock. Of these shares, the     shares, or     shares if
the underwriters exercise their over-allotment option in full, of common stock
sold in this offering will be freely tradable without restriction under the
Securities Act unless purchased by our affiliates as that term is defined in
Rule 144 under the Securities Act. The remaining     shares of common stock
outstanding will be restricted securities under Rule 144 and may in the future
be sold without registration under the Securities Act to the extent permitted
by Rule 144 or any other applicable exemption under the Securities Act and
subject to the lock-up agreements described in "Underwriters." Some holders of
outstanding shares of common stock immediately prior to the offering may,
under certain circumstances, include their shares in a registration statement
filed by Triton for a public offering of common stock. Some existing
stockholders also have the right to demand that we register their shares of
common stock for resale. See "Description of Capital Stock--Registration
Rights."

   In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person, or persons whose shares are aggregated,
who has beneficially owned restricted shares for at least one year, including
the holding period of any prior owner except an affiliate, would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of:

  .  one percent of the number of shares of common stock then outstanding,
     which will equal approximately     shares immediately after this
     offering, or

  .  the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a Form 144 with respect to the
     sale.

   Sales under Rule 144 also are subject to manner of sale provisions and
notice requirements and to the availability of current public information
about us. Under Rule 144(k), a person who is not deemed to have been an
affiliate of Triton at any time during the three months preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two
years, including the holding period of any prior owner except an affiliate, is
entitled to sell those shares without complying with the manner of sale,
public information, volume limitation or notice provisions of Rule 144.

   Rule 701 permits resales of shares in reliance on Rule 144 but without
compliance with specified restrictions of Rule 144. Any employee, officer or
director of or consultant to Triton who purchased his or her shares under a
written compensatory plan or contract may be entitled to rely on the resale
provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701
shares under Rule 144 without complying with the holding period requirements
of Rule 144. Rule 701 further provides that non-affiliates may sell those
shares in reliance on Rule 144 without having to comply with the holding
period, public information, volume limitation or notice provisions of Rule
144. All holders of Rule 701 shares are required to wait until 90 days after
the date of this prospectus before selling those shares.

   Following consummation of this offering we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
subject to outstanding options under our proposed stock option plan. Based on
the number of shares subject to outstanding options at August  , 1999 and
currently reserved for issuance under our proposed stock option plan, that
registration statement would cover approximately     shares issuable on
exercise of the options, of which     options have vested as of that date. The
registration statement on Form S-8 will automatically become effective upon
filing. Accordingly, subject to the exercise of those options, shares
registered under that registration statement will be available for sale in the
open market immediately after the 180-day lock-up agreements expire. See
"Underwriters."

                                      85
<PAGE>

                                 UNDERWRITERS

   Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the U.S. underwriters named
below, for whom Morgan Stanley & Co. Incorporated, Lehman Brothers Inc.,
Salomon Smith Barney Inc., First Union Capital Markets Corp. and J.P. Morgan
Securities Inc. are acting as U.S. representatives, and the international
underwriters named below for whom Morgan Stanley & Co. International Limited,
Lehman Brothers International (Europe), Salomon Brothers International
Limited, First Union Capital Markets Corp. and J.P. Morgan Securities Ltd. are
acting as international representatives, have severally agreed to purchase,
and Triton has agreed to sell to them, severally, the number of shares
indicated below:
<TABLE>
<CAPTION>
                                                                       Number of
   Name                                                                 Shares
   ----                                                                ---------
   <S>                                                                 <C>
   U.S. Underwriters:
     Morgan Stanley & Co. Incorporated................................
     Lehman Brothers Inc. ............................................
     Salomon Smith Barney Inc. .......................................
     First Union Capital Markets Corp. ...............................
     J.P. Morgan Securities, Inc. ....................................
                                                                          ---
     Subtotal.........................................................
                                                                          ---
   International Underwriters:
     Morgan Stanley & Co. International Limited.......................
     Lehman Brothers International (Europe)...........................
     Salomon Brothers International Limited...........................
     First Union Capital Markets Corp. ...............................
     J.P. Morgan Securities Ltd.......................................
     Subtotal.........................................................
                                                                          ---
     Total............................................................
                                                                          ===
</TABLE>
   The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively
referred to as the "underwriters" and the "representatives," respectively. The
underwriters are offering the shares of common stock subject to their
acceptance of the shares from Triton and subject to prior sale. The
underwriting agreement provides that the obligations of the several
underwriters to pay for and accept delivery of the shares of common stock
offered by this prospectus are subject to the approval of certain legal
matters by their counsel and to certain other conditions. The underwriters are
obligated to take and pay for all of the shares of common stock offered by
this prospectus if any such shares are taken. However, the underwriters are
not required to take or pay for the share covered by the underwriters over-
allotment option described below.

   In the agreement between U.S. and international underwriters, sales may be
made between U.S. underwriters and international underwriters of any number of
shares as may be mutually agreed. The per share price of any

                                      86
<PAGE>

shares sold by the underwriters shall be the public offering price listed on
the cover page of this prospectus, in United States dollars, less an amount
not greater than the per share amount of the concession to dealers described
below.

   The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price listed on the cover
page of this prospectus and part to certain dealers at a price that represents
a concession not in excess of $   a share under the public offering price. Any
underwriter may allow, and such dealers may reallow, a concession not in
excess of $   a share to other underwriters or to certain dealers. After the
initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

   Triton has granted to the U.S. underwriters an option, exercisable for 30
days from the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the public offering price listed on the
cover page of this prospectus, less underwriting discounts and commissions.
The U.S. underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, made in connection with the offering of the
shares of common stock offered by this prospectus. To the extent the option is
exercised, each U.S. underwriter will become obligated, subject to certain
conditions, to purchase about the same percentage of the additional shares of
common stock as the number listed next to the U.S. underwriter's name in the
preceding table bears to the total number of shares of common stock listed
next to the names of all U.S. underwriters in the preceding table. If the U.S.
underwriters' option is exercised in full, the total price to the public would
be $  , the total underwriters' discounts and commissions would be $   and
total proceeds to Triton would be $  .

   The underwriters have informed Triton that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them. In addition, the underwriters have informed us
that they will not confirm sales to any accounts over which they exercise
discretionary authority without prior approval of the transaction by the
customer.

   We intend to apply for quotation of our common stock on the Nasdaq National
Market under the symbol "TPCS."

   At the request of Triton, the underwriters have reserved for sale, at the
initial offering price, up to     shares offered in this prospectus for
directors, officers, employees, business associates, and related persons of
Triton. The number of shares of common stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved
shares. Any reserved shares, which are not so purchased, will be offered by
the underwriters to the general public on the same basis as the other shares
offered in this prospectus.

   Each of Triton and the directors, executive officers and certain other
stockholders of Triton has agreed that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not,
during the period ending 180 days after the date of this prospectus:

  .  offer, pledge, sell, contract to sell, sell any option or contract to
     purchase, purchase any option or contract to sell, grant any option,
     right or warrant to purchase, lend or otherwise transfer or dispose of
     directly or indirectly, any shares of common stock or any securities
     convertible into or exercisable or exchangeable for common stock; or

  .  enter into any swap or other arrangement that transfers to another, in
     whole or in part, any of the economic consequences of ownership of the
     common stock,

whether any transaction described above is to be settled by delivery of common
stock or such other securities, in cash or otherwise. In addition, those
directors, executive officers and stockholders have agreed that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
underwriters, they will not, during the period ending 180 days after the date
of this prospectus, make any demand for, or exercise any right with

                                      87
<PAGE>

respect to, the registration of any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock.

   The restrictions described in this paragraph do not apply to:

  .  the sale of shares to the underwriters;

  .  the issuance by Triton of shares of common stock upon the exercise of an
     option or a warrant or the conversion of a security outstanding on the
     date of this prospectus of which the underwriters have been advised in
     writing; or

  .  transactions by any person other than Triton relating to shares of
     common stock or other securities acquired in open market transactions
     after the completion of the offering of the shares; or

  . the pledge by each stockholder to Triton of that stockholder's shares of
    common stock under the terms of the securities purchase agreement.

   In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the common stock, the underwriters may bid for, and purchase,
shares of common stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a dealer for
distributing the common stock in the offering, if the syndicate repurchases
previously distributed common stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

   From time to time, some of the underwriters have provided, and may continue
to provide, investment banking services to us. Affiliates of First Union
Capital Markets Corp. and J.P. Morgan Securities Inc. act as agents and
lenders under our credit facility and an affiliate of Lehman Brothers Inc. is
a lender under that credit facility, and each receives fees customary for
performing those services. In addition, an affiliate of First Union provides
cash management and investment management services to Triton and receives fees
customary for performing those services, and First Union provided advisory
services to us in connection with our expected towers sale and will receive
customary fees upon closing of that sale.

   Affiliates of J.P. Morgan Securities Inc. and First Union Capital Markets
Corp. beneficially own more than 10% of Triton's preferred equity. Under the
provisions of Rule 2720 of the Conduct rules of the National Association of
Securities Dealers, when an NASD member distributes securities of a company in
which it owns more than 10% of the company's preferred equity, the public
offering price of the securities can be no higher than that recommended by the
"qualified independent underwriter" as that term is defined in Rule 2720. In
accordance with those requirements, Morgan Stanley & Co. Incorporated has
agreed to serve as a "qualified independent underwriter" and has conducted due
diligence and will recommend a maximum price for the shares of common stock.

   Triton and the underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

Pricing of the Offering

   Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiations
between Triton and the U.S. representatives. Among the factors to be
considered in determining the initial public offering price will be the future
prospects of Triton and its industry in general, sales, earnings and certain
other financial operating information of Triton in recent periods, and the
price-earnings ratios, price-sales ratios, market prices of securities and
certain financial and operating information of companies engaged in activities
similar to those of Triton. The estimated initial public offering price range
set forth on the cover page of this preliminary prospectus is subject to
change as a result of market conditions and other factors.

                                      88
<PAGE>

                                 LEGAL MATTERS

   Dow, Lohnes and Albertson, PLLC in Washington, D.C. will pass upon the
validity of the shares of common stock offered under this prospectus and
certain regulatory legal matters. Davis Polk & Wardwell in New York, New York
will pass upon the validity of the shares of common stock for the
underwriters.

                                    EXPERTS

   The combined financial statements of Triton PCS Holdings, Inc. as of
December 31, 1997 and 1998 and for the period from inception on March 6, 1997
to December 31, 1997 and the year ended December 31, 1998 have been included
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

   The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc. as of December 31, 1996 and 1997 and for the three years in the
period ended December 31, 1997 included in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect to those financial statements, and are
included in this registration statement in reliance upon the authority of said
firm as experts in accounting and auditing in giving that report.

                             CHANGE IN ACCOUNTANTS

   Effective July 16, 1999, we engaged PricewaterhouseCoopers LLP as our
independent accountants. Prior to July 16, 1999, KPMG LLP had been our
independent accountants. The decision to change independent accountants was
approved by our board of directors. There were no disagreements with KPMG
regarding any matters with respect to accounting principles or practices,
financial statement disclosure or audit scope or procedure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused KPMG to make reference to the subject matter of the
disagreement in connection with its report. The former accountants' reports
for the year ended December 31, 1998 and the period from inception on March 6,
1997 to December 31, 1997 are included in this prospectus. KPMG's report does
not contain an adverse opinion or disclaimer of opinion or qualifications or
modifications as to uncertainty, audit scope or accounting principles. Prior
to July 16, 1999, we had not consulted with PricewaterhouseCoopers on any
items, which involved our accounting principles or the form of an audit
opinion to be issued on our financial statements.

                             AVAILABLE INFORMATION

   We have filed a registration statement on Form S-1 with the SEC covering
the common stock. This prospectus is part of that registration statement. For
further information about Triton, you should refer to our registration
statement and the exhibits filed with our registration statement. This
prospectus summarizes material provisions of contracts and other documents
that we refer you to. Since this prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement.

   In addition, we will file annual, quarterly and special reports with the
SEC after the effectiveness of the registration statement. Triton's SEC
filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, and Chicago.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges.

                                      89
<PAGE>

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Triton PCS Holdings, Inc. Consolidated Interim Unaudited Financial
 Statements
  Consolidated Balance Sheets at December 31, 1998 and June 30, 1999 .....  F-2
  Consolidated Statements of Operations for the six months ended June 30,
   1998 and 1999..........................................................  F-3
  Consolidated Statements of Shareholders' Equity (Deficit) for the year
   ended December 31, 1998 and the six months ended June 30, 1999 ........  F-4
  Consolidated Statements of Cash Flows for the six months ended June 30,
   1998 and 1999..........................................................  F-5
  Notes to the Consolidated Financial Statements..........................  F-6

Triton PCS Holdings, Inc. Combined Audited Financial Statements
  Report of KPMG LLP......................................................  F-8
  Combined Balance Sheets as of December 31, 1997 and 1998................  F-9
  Combined Statements of Operations for the period March 6, 1997
   (inception) to December 31, 1997 and the year ended December 31, 1998.. F-10
  Combined Statements of Shareholders' Equity (Deficit) for the period
   March 6, 1997 (inception) to December 31, 1997 and the year ended
   December 31, 1998...................................................... F-11
  Combined Statements of Cash Flows for the period March 6, 1997
   (inception) to December 31, 1997 and the year ended December 31, 1998.. F-12
  Notes to Combined Financial Statements.................................. F-13

Vanguard Cellular Systems of South Carolina, Inc. Audited Financial
 Statements
  Report of Arthur Andersen LLP........................................... F-32
  Balance Sheets as of December 31, 1996 and 1997......................... F-33
  Statements of Operations for the years ended December 31, 1995, 1996 and
   1997................................................................... F-34
  Statements of Cash Flows for the years ended December 31, 1995, 1996 and
   1997................................................................... F-35
  Statements of Changes in Shareholder's Deficit for the years ended
   December 31, 1995, 1996 and 1997....................................... F-36
  Notes to Financial Statements........................................... F-37

Myrtle Beach System of Vanguard Cellular Systems of South Carolina, Inc.
  Balance Sheet at June 30, 1998 ......................................... F-42
  Statements of Operations for the six months ended June 30, 1997 and
   1998................................................................... F-43
  Statements of Cash Flows for the six months ended June 30, 1997 and
   1998................................................................... F-44
  Notes to Financial Statements........................................... F-45

Triton PCS Holdings, Inc. Pro Forma Information
  Financial Statements.................................................... F-50
  Condensed Combined Statement of Operations.............................. F-51
  Notes to Combined Financial Statements.................................. F-52
</TABLE>

                                      F-1
<PAGE>

                           TRITON PCS HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                    ($000's)

<TABLE>
<CAPTION>
                                                                      Pro forma
                                            December 31,  June 30,    June 30,
                                                1998        1999        1999
                                            ------------ ----------- -----------
                                                         (unaudited) (unaudited)
<S>                                         <C>          <C>         <C>
                 ASSETS:
Current assets:
 Cash and cash equivalents................    $146,172    $  9,250    $  9,250
 Marketable securities....................      23,612      37,058      37,058
 Due from related party...................         951       1,021       1,021
 Accounts receivable net of allowance for
  doubtful accounts of $1,071and $468,
  respectively............................       3,102      24,949      24,949
 Inventory................................       1,433       7,564       7,564
 Prepaid expenses and other current
  assets..................................       4,288       6,001       6,001
 Deferred income tax......................          81          81          81
                                              --------    --------    --------
 Total current assets.....................     179,639      85,924      85,924
Property, plant, and equipment:
 Land.....................................         313         313         313
 Network infrastructure and equipment.....      34,147     198,045     198,045
 Office furniture and equipment...........      17,642      31,624      31,624
 Capital lease assets.....................       2,263       2,263       2,263
 Construction in progress.................     145,667      71,836      71,836
                                              --------    --------    --------
                                               200,032     304,081     304,081
 Less accumulated depreciation............      (1,079)    (10,375)    (10,375)
                                              --------    --------    --------
 Net property and equipment...............     198,953     293,706     293,706
Intangible assets, net....................     307,361     318,381     318,381
Deferred transaction costs................         906       1,124       1,124
Other long term assets....................         --        2,000       2,000
                                              --------    --------    --------
 Total assets.............................    $686,859    $701,135    $701,135
                                              ========    ========    ========
  LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
 Accounts payable.........................    $ 25,256    $ 35,486    $ 35,486
 Accrued payroll & related expenses.......       3,719       4,654       4,654
 Accrued expenses.........................       3,646       4,081       4,081
 Accrued interest.........................         545         779         779
 Capital lease obligation.................         281         278         278
                                              --------    --------    --------
 Total current liabilities................      33,447      45,278      45,278
Long-term debt............................     463,648     481,650     481,650
Capital lease obligations.................       2,041       1,924       1,924
Deferred income taxes.....................      11,744      11,744      11,744
Commitments and Contingencies
Series A Redeemable Preferred Stock
 1,000,000 shares authorized, $.01 par
 value, 732,371 and 786,253 shares issued
 and outstanding at December 31, 1998 and
 June 30, 1999, respectively, plus
 accreted dividends.......................      80,090      89,627      89,627
Shareholders' equity:
 Series B preferred stock, $.01 par value
  2,000,000 shares authorized, no shares
  issued or outstanding...................         --          --          --
 Series C preferred stock, $.01 par value,
  3,000,000 shares authorized, 1,915,187
  shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively (no shares issued proforma
  at June 30, 1999).......................          19          19         --
 Series D preferred stock, $.01 par value,
  1,000,000 shares authorized, 500,944 and
  543,683 shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively............................           5           5           5
 Common stock, $.01 par value, 10,000,000
  shares authorized, 268,459 and 273,208
  shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively, (2,188,395 shares issued
  pro forma at June 30, 1999).............           3           3          22
 Additional paid-in capital...............     131,443     169,771     169,771
 Accumulated deficit......................     (35,581)    (99,366)    (99,366)
 Accumulated other comprehensive income...         --          735         735
 Deferred compensation....................         --         (255)       (255)
                                              --------    --------    --------
 Total shareholders' equity...............      95,889      70,912      70,912
                                              --------    --------    --------
  Total liabilities & shareholders'
   equity.................................    $686,859    $701,135    $701,135
                                              ========    ========    ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                           TRITON PCS HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($000's except per share amounts)

<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                              June 30,
                                                         --------------------
                                                           1998       1999
                                                         ---------  ---------
                                                             (unaudited)
<S>                                                      <C>        <C>
Revenues:
  Service revenues...................................... $     --   $  17,662
  Roaming revenues......................................       --      12,953
  Equipment revenues....................................       --       7,627
                                                         ---------  ---------
    Total revenues......................................       --      38,242
Expenses:
  Cost of service.......................................       --      14,809
  Cost of equipment.....................................       --      12,816
  Operations............................................     1,444     11,023
  Selling and marketing.................................       --      20,562
  General and administrative............................     3,709     10,653
  Depreciation and amortization.........................     1,114     15,969
                                                         ---------  ---------
  Loss from operations..................................     6,267     47,590
Interest expense, net of capitalized interest...........     9,872     18,847
Interest income.........................................     2,739      2,474
Other income, net.......................................       --         178
                                                         ---------  ---------
Loss before taxes.......................................    13,400     63,785
Tax benefit.............................................     6,803        --
                                                         ---------  ---------
Net loss................................................     6,597     63,785
Accretion on preferred stock............................     2,977      4,149
                                                         ---------  ---------
Net loss available to common stockholders............... $   9,574  $  67,934
                                                         =========  =========
Basic and diluted net loss per common share............. $  (51.67) $ (252.51)
                                                         =========  =========
Weighted average common shares outstanding (basic and
 diluted)...............................................   185,283    269,037
                                                         =========  =========
Pro forma basic and diluted net loss per common share... $   (7.27) $  (31.10)
                                                         =========  =========
Pro forma weighted average common shares outstanding
 (basic and diluted).................................... 1,316,498  2,184,224
                                                         =========  =========
</TABLE>



          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                           TRITON PCS HOLDINGS, INC.

           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                    ($000s)

  For the Year ended December 31, 1998 and the six months ended June 30, 1999

<TABLE>
<CAPTION>
                    Series A                                                     Accumulated
                   Redeemable Series C  Series D         Additional                 Other
                   Preferred  Preferred Preferred Common  Paid-In   Accumulated Comprehensive Comprehensive   Deferred
                     Stock      Stock     Stock   Stock   Capital     Deficit      Income         Loss      Compensation  Total
                   ---------- --------- --------- ------ ---------- ----------- ------------- ------------- ------------ -------
<S>                <C>        <C>       <C>       <C>    <C>        <C>         <C>           <C>           <C>          <C>
Balance at Decem-
 ber 31, 1997....   $   --      $--       $--      $ 2    $    --    $ (3,961)      $--                        $ --      $(3,959)
Issuance of stock
 in connection
 with private
 equity
 investment and
 AT&T
 transaction.....    73,237       14         4       1      74,305        --         --                          --       74,324
Issuance of stock
 in connection
 with Myrtle
 Beach transac-
 tion............       --         3       --      --       35,088        --         --                          --       35,091
Issuance of stock
 in connection
 with Norfolk
 transaction.....       --         2         1     --       28,903        --         --                          --       28,906
Redemption of Se-
 ries C Preferred
 Stock...........       --       --        --      --       (3,560)       --         --                          --       (3,560)
Re-issuance of
 Series C Pre-
 ferred Stock....       --       --        --      --        3,560        --         --                          --        3,560
Accreted divi-
 dends...........     6,853      --        --      --       (6,853)       --         --                          --       (6,853)
Net loss.........       --       --        --      --          --     (31,620)       --                          --      (31,620)
                    -------     ----      ----     ---    --------   --------       ----                       -----     -------
Balance at Decem-
 ber 31, 1998....    80,090       19         5       3     131,443    (35,581)       --                          --       95,889
                    -------     ----      ----     ---    --------   --------       ----                       -----     -------
Issuance of stock
 in connection
 with private
 equity
 investment and
 AT&T
 transaction.....       --       --        --      --       35,000        --         --                          --       35,000
Issuance of stock
 in connection
 with Norfolk
 transaction.....       --       --        --      --        2,169        --         --                          --        2,169
Issuance of stock
 in connection
 with
 Savannah/Athens
 transaction.....     5,388      --        --      --        5,044        --         --                          --        5,044
Deferred compen-
 sation..........       --       --        --      --          264        --         --                         (264)        --
Amortization of
 deferred compen-
 sation..........       --       --        --      --          --         --         --                            9           9
Accreted divi-
 dends...........     4,149      --        --      --       (4,149)       --         --                          --       (4,149)
Comprehensive
 loss............
 Unrealized gain
  on securities..       --       --        --      --          --         --         735        $    735         --          735
 Net loss........       --       --        --      --          --     (63,785)       --          (63,785)        --      (63,785)
                                                                                                --------
 Total comprehen-
  sive loss......                                                                               $(63,050)
                    -------     ----      ----     ---    --------   --------       ----        ========       -----     -------
Balance at June
 30, 1999........   $89,627     $ 19      $  5     $ 3    $169,771   $(99,366)      $735                       $(255)    $70,912
                    =======     ====      ====     ===    ========   ========       ====                       =====     =======
</TABLE>

            See accompanying notes to combined financial statements.

                                      F-4
<PAGE>

                           TRITON PCS HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    ($000's)

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                               June 30,
                                                          --------------------
                                                            1998       1999
                                                          ---------  ---------
                                                              (unaudited)
<S>                                                       <C>        <C>
Cash flows from operating activities:
 Net loss................................................ $  (6,597) $ (63,785)
 Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation and amortization..........................     1,114     15,969
  Amortization of bond discount..........................       104        307
  Deferred income taxes..................................    (6,802)       --
  Accretion of interest..................................     5,876     17,694
  Amortization of deferred compensation..................       --           9
  Change in operating assets and liabilities:
   Accounts receivable...................................       --     (21,847)
   Inventory.............................................       --      (6,131)
   Prepaid expenses and other current assets.............      (296)    (1,713)
   Other noncurrent assets...............................       --      (2,196)
   Accounts payable......................................     2,400     10,230
   Accrued expenses......................................       --       1,654
   Accrued interest......................................     4,013        234
                                                          ---------  ---------
     Net cash used in operating activities...............      (188)   (49,575)
                                                          ---------  ---------
Cash flows from investing activities:
 Capital expenditures....................................    (9,754)  (111,397)
 Proceeds from maturity of short term investments........       --       9,793
 Purchase of marketable securities.......................       --     (22,504)
 Myrtle Beach acquisition, net of cash acquired..........  (162,475)       --
                                                          ---------  ---------
     Net cash used in investing activities...............  (172,229)  (124,108)
                                                          ---------  ---------
Cash flows from financing activities:
 Borrowings under credit facility........................    75,000        --
 Borrowings on subordinated debt.........................   291,000        --
 Proceeds from issuance of stock in connection with
  Private equity investment..............................    33,256     35,000
 Proceeds from issuance of stock in connection with
  Myrtle Beach transaction...............................    35,091        --
 Proceeds from issuance of stock in connection with
  Norfolk transaction....................................       --       2,169
 Redemption of Series C Preferred Stock..................    (3,560)       --
 Re-issuance of Series C Preferred Stock.................     3,560        --
 Payment of deferred transaction costs...................   (11,822)      (218)
 Advances to related party, net..........................        38        (70)
 Principal payments under capital lease obligations......       --        (120)
                                                          ---------  ---------
     Net cash provided by financing activities...........   422,563     36,761
                                                          ---------  ---------
Net increase (decrease) in cash..........................   250,146   (136,922)
Cash and cash equivalents, beginning of period...........    11,362    146,172
                                                          ---------  ---------
Cash and cash equivalents, end of period................. $ 261,508  $   9,250
                                                          =========  =========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                           TRITON PCS HOLDINGS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 June 30, 1999

(1) Basis of Presentation

   The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these consolidated
financial statements contain all of the adjustments, consisting of normal
recurring adjustments, necessary to present fairly, in summarized from, the
financial position and the results of operations of Triton PCS Holdings, Inc.
("Triton" or "the Company"). The results of operations for the six months
ended June 30, 1999 are not indicative of the results that may be expected for
the year ending December 31, 1999. The financial information presented herein
should be read in conjunction with the combined financial statements for the
year ended December 31, 1998 which include information and disclosures not
included herein.

   The consolidated accounts of the Company include Triton PCS Holdings Inc.
Triton PCS, Inc. and wholly-owned subsidiaries. All significant intercompany
accounts or balances have been eliminated in consolidation.

(2) New Accounting Pronouncements

   On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of FAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material
effect on the Company's consolidated results of operations, financial
position, or cash flows.

(3) Savannah/Athens Exchange

   One June 8, 1999, Triton PCS, Inc. completed an exchange of certain
licenses with AT&T, transferring licenses to the Hagerstown, MD and
Cumberland, MD Basic Trading Areas ("BTAs") covering 512,000 potential
customers in exchange for licenses to certain counties in the Savannah, GA and
Athens, GA BTAs, which covers 517,000 potential customers. All acquired
licenses are continguous to Triton's existing service area. In addition,
consideration of approximately $10.4 million in preferred stock of the
Company, was issued to AT&T. The licensed areas in Savannah and Athens have
not been built and are expected to be included in the current build-out plan
developed for the Triton's existing footprint.

(4) Capital Contributions

   On February 4, 1998, pursuant to the Securities Purchase Agreement,
Holdings issued $140.0 million of equity to certain institutional investors
and management stockholders in exchange for irrevocable capital commitments
and contributions aggregating $140.0 million, $80.0 million of which has been
contributed to date. The balance of the unfunded commitments are to be
contributed as follows: $35.0 million on February 4, 2000 and $25.0 million on
February 4, 2001.

   The securities purchase agreement provided that the initial cash
contributions and the unfunded commitments be made to Holdings. Holdings has
directed that all cash contributions subsequent to the initial cash
contributions be made directly to the Company.

(5) Stock Compensation

   In October 1997 and February 1998, the Company granted 196,237 shares of
restricted common stock to certain employees and a trust intended for future
grants. The shares are subject to vesting provisions. At the

                                      F-6
<PAGE>

                           TRITON PCS HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 June 30, 1999

issuance date, the estimated value of the shares issued was immaterial and,
accordingly, no deferred compensation was recognized. As of June 30, 1999,
76,971 additional shares were issued as anti-dilutive protection related to
subsequent capital contributions received by the Company. Deferred
compensation of $31,000 was recorded based on the estimated value of the
shares at the respective issuance dates.

   On June 30, 1999, the Company granted, through the trust, 25,788 shares of
restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of $233,000 was recorded
based on the estimated fair value at the issuance date.

(6) Unaudited Pro Forma Balance Sheet

   The board of directors has authorized the Company to file a Registration
Statement with the Securities and Exchange Commission permitting the Company
to sell shares of Common Stock in an initial public offering ("IPO"). If the
IPO is consummated as presently anticipated, all shares of Series C Preferred
Stock will automatically convert into an equal number of common shares. The
unaudited pro forma balance sheet reflects the subsequent conversion of the
Series C Preferred Stock as if such conversion had occurred as of June 30,
1999.

(7) Subsequent Event

   On July 13, 1999, Triton PCS Inc. entered into an asset purchase agreement
pursuant to which Triton will sell and transfer to American Towers Inc., a
subsidiary of American Tower Corporation ("ATC"), 192 of its towers, related
assets and certain liabilities. The purchase price is approximately $72.8
million, reflecting a price of $380,000 per site. At closing, Triton has
agreed to contract with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and to extend its
current agreement for turnkey services for co-location sites through 2001. An
affiliate of an investor has acted as the Company's financial advisor in
connection with the sale of the Company's personal communications towers.

   The Company will also enter into a master lease agreement with ATC, in
which the Company has agreed to pay American monthly rent of $1,200 per tower
for the continued use of the space that the Company occupied on the towers
prior to the sale. The initial term of the lease is for 12 years and the
monthly rental amount is subject to certain escalation clauses over the life
of the lease and related options.

   The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

   In July 1999, Triton entered into a commitment letter with affiliates of
certain investors pursuant to which the available borrowings under the
Company's credit facility increased from $425.0 million to $550.0 million.

   In August 1999, the Company entered into stock purchase agreements with
certain directors and an officer under which the Company agreed to sell to
these individuals an aggregate of 3,400 shares of the Company's Series C
Preferred Stock for a purchase price of $100 per share.

                                      F-7
<PAGE>

                         INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Triton PCS Holdings, Inc.:

   We have audited the accompanying combined balance sheets of Triton PCS
Holdings, Inc. and predecessor company, as defined in note 1 to the financial
statements, as of December 31, 1998 and 1997, and the related combined
statements of operations, shareholders' equity (deficit) and cash flows for
the year ended December 31, 1998 and the period from March 6, 1997 (inception)
to December 31, 1997. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these combined financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Triton PCS
Holdings, Inc. and predecessor company as of December 31, 1998 and 1997, and
the results of their operations and their cash flows for the year ended
December 31, 1998 and the period from March 6, 1997 (inception) to December
31, 1997, in conformity with generally accepted accounting principles.

/s/ KPMG LLP

Philadelphia, Pennsylvania
March 8, 1999

                                      F-8
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                            COMBINED BALANCE SHEETS
                           ($000's except share data)

<TABLE>
<CAPTION>
                                                              December 31,
                                                            -----------------
                                                             1997      1998
                                                            -------  --------
<S>                                                         <C>      <C>
                          ASSETS:
Current assets:
  Cash and cash equivalents................................ $11,362  $146,172
  Marketable securities....................................     --     23,612
  Due from related party...................................     148       951
  Accounts receivable, net of allowance for doubtful
   accounts of $1,071 in 1998..............................     --      3,102
  Inventory................................................     --      1,433
  Prepaid expenses and other current assets................      21     4,288
  Deferred income taxes....................................     --         81
                                                            -------  --------
    Total current assets...................................  11,531   179,639
Property, plant, and equipment, net:.......................     473   198,953
Intangible assets, net.....................................   1,249   308,267
                                                            -------  --------
    Total assets........................................... $13,253  $686,859
                                                            =======  ========

    LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT) AND MEMBERS CAPITAL:
Current liabilities:
  Accounts payable......................................... $ 1,581  $ 25,256
  Accrued payroll and related expenses.....................     970     3,719
  Accrued expenses.........................................      44     3,646
  Accrued interest.........................................   1,228       545
  Capital lease obligations................................     --        281
  Due to related party.....................................      45       --
  Notes payable............................................  13,344       --
                                                            -------  --------
    Total current liabilities..............................  17,212    33,447
                                                            -------  --------
Long-term debt.............................................     --    463,648
Capital lease obligations..................................     --      2,041
Deferred income taxes......................................     --     11,744
Commitments and contingencies (note 14)....................
Series A Redeemable Preferred Stock 1,000,000 shares
 authorized, $.01 par value, no shares issued at December
 31, 1997; 732,371 shares issued and outstanding at
 December 31, 1998, plus accreted dividends................     --     80,090
Shareholders' equity (deficit):
  Series B preferred stock, $.01 par value 2,000,000 shares
   authorized, no shares issued or outstanding.............     --        --
  Series C preferred stock, $.01 par value, 2,000,000
   shares authorized, no shares issued or outstanding at
   December 31, 1997; 3,000,000 shares authorized,
   1,915,187 shares issued and outstanding at December 31,
   1998....................................................     --         19
  Series D preferred stock, $.01 par value, 500,000 shares
   authorized, no shares issued or outstanding at December
   31, 1997; 1,000,000 shares authorized, 500,944 shares
   issued and outstanding at December 31, 1998.............     --          5
  Common stock, $.01 par value, 10,000,000 shares
   authorized, 137,366 and 268,459 shares issued and
   outstanding at December 31, 1997 and 1998,
   respectively............................................       2         3
  Additional paid-in capital...............................     --    131,443
  Accumulated deficit......................................  (3,961)  (35,581)
                                                            -------  --------
    Total shareholder's equity (deficit) and members
     capital...............................................  (3,959)   95,889
                                                            -------  --------
    Total liabilities and shareholder's equity (deficit)... $13,253  $686,859
                                                            =======  ========
</TABLE>

            See accompanying notes to combined financial statements.

                                      F-9
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                       COMBINED STATEMENTS OF OPERATIONS
                  ($000's except share and per share amounts)

<TABLE>
<CAPTION>
                                                     Period from
                                                    March 6, 1997    For the
                                                     (Inception)    Year Ended
                                                   to December 31, December 31,
                                                        1997           1998
                                                   --------------- ------------
<S>                                                <C>             <C>
Revenues:
  Service revenues...............................      $   --       $  15,823
  Equipment revenues.............................          --             755
                                                       -------      ---------
    Total revenues...............................          --          16,578
Expenses:
  Cost of service revenues.......................          --           4,298
  Cost of equipment revenues.....................          --           1,699
  Operations.....................................          --          13,045
  Sales and marketing............................          --           1,703
  General and administrative.....................        2,736          8,570
  Depreciation and amortization..................            5          6,663
                                                       -------      ---------
    Total operating expenses.....................        2,741         35,978
    Loss from operations.........................        2,741         19,400
Interest expense.................................        1,228         30,391
Interest and other (income)......................           (8)       (10,635)
                                                       -------      ---------
Loss before income taxes.........................        3,961         39,156
Income taxes (benefit)...........................          --          (7,536)
                                                       -------      ---------
Net loss.........................................        3,961         31,620
Accretion of preferred stock.....................          --           6,853
                                                       -------      ---------
Net loss available to common shareholders........      $ 3,961      $  38,473
                                                       =======      =========
Net loss per common share (Basic and Diluted)....      $(28.84)     $ (182.77)
                                                       =======      =========
Weighted average common shares outstanding (Basic
 and Diluted)....................................      137,366        210,501
                                                       =======      =========
Pro forma net loss per common share (Unaudited)..                   $  (23.26)
                                                                    =========
Pro forma weighted average common shares
 outstanding (Unaudited).........................                   1,654,104
                                                                    =========
</TABLE>



            See accompanying notes to combined financial statements.

                                      F-10
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

             COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                    ($000s)

     For the Year ended December 31, 1998 and the period from March 6, 1997
                        (inception) to December 31, 1997

<TABLE>
<CAPTION>
                                                      Series A
                                                     Redeemable Series C  Series D         Additional
                                                     Preferred  Preferred Preferred Common  Paid-in   Accumulated
                                                       Stock      Stock     Stock   Stock   Capital     Deficit    Total
                                                     ---------- --------- --------- ------ ---------- ----------- -------
<S>                                                  <C>        <C>       <C>       <C>    <C>        <C>         <C>
Issuance of common stock............................  $   --      $--       $--      $ 2    $    --    $    --    $     2
Net loss............................................      --       --        --      --          --      (3,961)   (3,961)
                                                      -------     ----      ----     ---    --------   --------   -------
Balance at December 31, 1997........................      --       --        --        2         --      (3,961)   (3,959)
                                                      -------     ----      ----     ---    --------   --------   -------
Issuance of stock in connection with private equity
 investment and AT&T transaction (notes 3 and 15)...   73,237       14         4       1      74,305        --     74,324
Issuance of stock in connection with Myrtle Beach
 transaction (note 4)...............................      --         3       --      --       35,088        --     35,091
Issuance of stock in connection with Norfolk
 transaction (note 4)...............................      --         2         1     --       28,903        --     28,906
Redemption of Series C Preferred Stock..............      --       --        --      --       (3,560)       --     (3,560)
Re-issuance of Series C Preferred Stock.............      --       --        --      --        3,560        --      3,560
Accreted dividends..................................    6,853      --        --      --       (6,853)       --     (6,853)
Net loss............................................      --       --        --      --          --     (31,620)  (31,620)
                                                      -------     ----      ----     ---    --------   --------   -------
Balance at December 31, 1998........................  $80,090     $ 19      $  5     $ 3    $131,443   $(35,581)  $95,889
--------------------------------------------------
                                                      =======     ====      ====     ===    ========   ========   =======
</TABLE>



            See accompanying notes to combined financial statements.

                                      F-11
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                       COMBINED STATEMENTS OF CASH FLOWS
                                    ($000's)

<TABLE>
<CAPTION>
                                                     Period from
                                                    March 6, 1997    For the
                                                     (Inception)    Year Ended
                                                   to December 31, December 31,
                                                        1997           1998
                                                   --------------- ------------
<S>                                                <C>             <C>
Cash Flows From Operating Activities:
Net loss..........................................     $(3,961)     $ (31,620)
 Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation and amortization...................           5          6,663
  Deferred income taxes...........................         --          (7,536)
  Accretion of interest on subordinated debt......         --          22,648
  Change in operating assets and liabilities, net
   of effects of acquisitions:
   Accounts receivable............................         --              37
   Inventory......................................         --          (1,046)
   Prepaid expenses and other current assets......         (21)          (468)
   Accounts payable...............................         658          2,647
   Accrued payroll and related expenses...........         970          2,749
   Accrued expenses...............................          44          3,456
   Accrued interest...............................       1,228         (1,660)
                                                       -------      ---------
    Net cash used in operating activities.........      (1,077)        (4,130)
                                                       -------      ---------
Cash Flows From Investing Activities:
 Capital expenditures.............................        (478)       (87,715)
 Myrtle Beach acquisition, net of cash acquired...         --        (164,488)
 Norfolk acquisition..............................         --         (96,557)
 Purchase of marketable securities................         --         (23,612)
                                                       -------      ---------
    Net cash used in investing activities.........        (478)      (372,372)
                                                       -------      ---------
Cash Flows From Financing Activities:
 Borrowings under credit facility.................         --         150,000
 Borrowings on notes payable......................      13,344            --
 Proceeds from issuance of subordinated debt, net
  of discount.....................................         --         291,000
 Proceeds from issuance of stock in connection
  with private equity investment..................         --          33,256
 Proceeds from issuance of stock in connection
  with Myrtle Beach transaction...................         --          35,091
 Proceeds from issuance of stock in connection
  with Norfolk transaction........................         --          14,349
 Redemption of Series C Preferred Stock...........         --          (3,560)
 Re-issuance of Series C Preferred Stock..........         --           3,560
 Payment of deferred transaction costs............        (324)       (11,329)
 Advances to related party, net...................        (103)          (848)
 Principal payments under capital lease
  obligations.....................................         --            (207)
                                                       -------      ---------
    Net cash provided by financing activities.....      12,917        511,312
                                                       -------      ---------
Net Increase In Cash and Cash Equivalents.........      11,362        134,810
Cash And Cash Equivalents, Beginning of Period....         --          11,362
                                                       -------      ---------
Cash And Cash Equivalents, End of Period..........     $11,362      $ 146,172
                                                       =======      =========
</TABLE>

            See accompanying notes to combined financial statements.

                                      F-12
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                    NOTES TO COMBINED FINANCIAL STATEMENTS

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

(1) Organization and Nature of Business

   On March 6, 1997, Triton Communications L.L.C. ("L.L.C.") was formed to
explore various business opportunities in the wireless telecommunications
industry, principally related to personal communications services (PCS) and
cellular activities. During the period March 6, 1997 through October 1, 1997,
L.L.C.'S activities consisted principally of hiring a management team, raising
capital and negotiating strategic business relationships, primarily related to
PCS business opportunities. On October 1, 1997, Triton PCS Holdings, Inc.
("Holdings") was organized to pursue PCS-related activities. Holdings
subsequently formed a wholly owned subsidiary, Triton PCS, Inc. ("Triton")
which directly or indirectly owns several related wholly owned subsidiaries.
Subsequent to October 2, 1997, these PCS-related activities continued but were
conducted primarily through Triton and its subsidiaries. Consequently, for
purposes of the accompanying financial statements, L.L.C. has been treated as
a "predecessor" entity. As a result of certain financing relationships and the
similar nature of the business activities conducted by each respective legal
entity, L.L.C., Triton and Holdings are considered companies under common
control and were combined for financial reporting purposes for periods prior
to October 2, 1997.

   The combined financial statements incorporate the PCS-related business
activities of L.L.C. and the activities of Triton and Holdings. The
consolidated accounts of Holdings include Triton; Triton PCS Holdings Company
L.L.C.; Triton Management Company, Inc.; Triton PCS Property Company L.L.C.;
Triton PCS Equipment Company L.L.C.; Triton PCS Operating Company L.L.C.; and
Triton PCS License Company L.L.C. (collectively The "Company"). All
significant intercompany accounts or balances have been eliminated in
consolidation.

(2) Summary Of Significant Accounting Policies

   (a) Use Of Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

   (b) Cash And Cash Equivalents

   Cash and cash equivalents includes cash on hand, demand deposits and short
term investments with maturities of three months or less.

   (c) Marketable Securities

   Marketable securities at December 31, 1998, consist of debt securities with
maturities between three and ten months. The Company has adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities in fiscal
1998. Under Statement No. 115, the Company classifies all of its debt
securities as available for sale and records them at fair value with
unrealized holding gains and losses to be included as a separate component of
other comprehensive income until realized. Realized gains and losses from the
sale of available for sale securities are determined on the specific
identification basis.


                                     F-13
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   (d) Inventory

   Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.

   (e) Property, Plant and Equipment

   Property, Plant and Equipment is stated at original cost and includes
primarily computer equipment, software, and office equipment. Depreciation is
calculated based on the straight-line method over the estimated useful lives
of the respective assets. In addition, the Company capitalizes interest on
expenditures related to the buildout of the network. Expenditures for repairs
and maintenance are charged to expense as incurred.

   (f) Construction In Progress

   Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated
with developing information systems. The Company capitalizes interest on
certain of its construction in progress activities. Interest capitalized for
the year ended December 31, 1998 totaled $3.5 million. When the assets are
placed in service, the Company transfers the assets to the appropriate
property and equipment category and depreciates these assets over their
respective estimated useful lives.

   (g) Investment in PCS Licenses

   Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition (See Notes 3 and 4). Licenses are amortized on a
straight-line basis over 40 years.

   (h) Deferred Transaction Costs

   Costs incurred in connection with the negotiation and documentation of the
AT&T transaction (see Note 3), were deferred and included in the aggregate
purchase price allocated to the net assets acquired upon completion of the
transaction.

   Costs incurred in connection with the negotiation and documentation of the
bank financing and the Company's issuance of senior subordinated discount
notes were deferred and amortized over the terms of the bank financing and
notes using the effective interest rate method.

   (i) Long-Lived Assets

   In accordance with SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of, the Company
periodically evaluates the carrying value of long-term assets when events and
circumstances warrant such review. The carrying value of a long lived asset is
considered impaired when the anticipated undiscounted cash flows from such
assets are separately identifiable and are less than the carrying value. In
that event a loss is recognized based on the amount by which the carrying
value exceeds the fair market value of the long lived asset. Fair market value
is determined by using the anticipated cash flows discounted at a rate
commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset. The Company has identified no such impairment losses.


                                     F-14
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   (j) Revenue Recognition

   Revenues from operations consist of charges to customers for monthly
access, airtime, roaming charges, long-distance charges, and equipment sales.
Revenues are recognized as services are rendered. Unbilled revenues result
from service provided from the billing cycle date to the end of the month and
from other carrier's customers using the Company's systems for the last half
of each month. Equipment sales are recognized upon delivery to the customer
and reflect charges to customers for wireless handset equipment purchases.

   (k) Income Taxes

   The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Under the asset and liability method of SFAS No.
109, deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

   (l) Financial Instruments

   The Company utilized derivative financial instruments to reduce its
exposure resulting from fluctuations in interest rates. Amounts to be paid or
received under interest rate swap agreements are accrued as interest rates
change and are recognized over the life of the swap agreements as an
adjustment to interest expense.

   (m) Advertising Costs

   The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $0 in 1997 and $643,000 in 1998.

   (n) Comprehensive Income (Loss)

   The Company adopted SFAS No. 130, Reporting Comprehensive Income
(SFAS 130), effective January 1, 1998. SFAS 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. Comprehensive income is the change in
equity of a business enterprise during a period from certain transactions and
the events and circumstances from non-owner sources. For the periods presented
in the accompanying combined statements of operations, comprehensive loss
equals the amounts of net loss reported on the accompanying combined
statements of operations.

   (o) New Accounting Pronouncements

   In April 1998, the Accounting Standards Executive Committee (AcSEC) of the
AICPA issued Statement of Position (SOP) 98-5, Reporting on the Costs of
Start-up Activities ("SOP 98-5"). This statement requires that the costs of
start-up activities, including organization costs, be expensed as incurred and
is effective for fiscal years beginning after December 31, 1998. The Company
has always expensed these costs as incurred and therefore the initial
application of the statement did not have any effect on the Company's combined
financial statements.

   In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities SFAS which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts and for hedging activities. SFAS 133
is effective for

                                     F-15
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

fiscal years beginning after June 15, 2000. While the impact of SFAS No. 133
has not been fully assessed, the Company does not expect it will have a
material effect on the financial statements.

   (p) Historical Net Loss Per Share

   The Company computes net loss per common share in accordance with SFAS No.
128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss
per common share is computed by dividing the net loss available to common
shareholders for the period by the weighted average number of shares of common
stock outstanding during the period. In accordance with SFAS No. 128, no
conversion of preferred shares has been assumed in the calculation of diluted
loss per share since the effect would be antidilutive. Accordingly, the number
of weighted average shares outstanding as well as the amount of net loss per
share are the same for basic and diluted per share calculations for all
periods reflected in the accompanying financial statements. As of December 31,
1998, the calculation of historical loss per share excludes the antidilutive
impact of 1,915,817 shares of Series C Preferred Stock and 500,944 shares of
Series D Preferred Stock.

   (q) Pro Forma Net Loss Per Common Share (unaudited)

   Pro forma net loss per common share for the year ended December 31, 1998 is
computed using the weighted average number of shares of common stock
outstanding during the period and gives effect to the conversion of the Series
C Preferred Stock into common stock upon effectiveness of an Initial Public
Offering as if such conversion occurred on January 1, 1998 or at the date of
original issuance, if later.

(3) AT&T Transaction

   On October 8, 1997, the Company entered into a Securities Purchase
Agreement with AT&T Wireless PCS, Inc. ("AT&T"), a subsidiary of AT&T Corp.,
and the stockholders of the Company, whereby Triton was to become the
exclusive provider of wireless mobility services in the AT&T Southeast
regions.

   On February 4, 1998, the Company executed the Closing Agreement with AT&T
and the other stockholders of the Company, finalizing the transactions
contemplated in the Securities Purchase Agreement. In accordance with the
Closing Agreement, the Company and AT&T and the other stockholders of the
Company consented that one or more of the Company's subsidiaries shall enter
into certain agreements or conduct certain operations on the condition that
such subsidiaries shall, at all times, be direct or indirect wholly owned
subsidiaries of the Company and the Company shall cause such subsidiaries to
perform the obligations and conduct such operations required to be performed
or conducted under those agreements.

   Under the Closing Agreement, the Company issued 732,371 shares of Series A
convertible preferred stock and 366,131 shares of Series D convertible
preferred stock to AT&T in exchange for 20 MHz A and B block PCS licenses
covering certain areas in the southeastern United States and the execution of
certain related agreements, as further described below. The fair value of the
FCC licenses, as determined by an independent appraisal, was $92.8 million
with an estimated useful life of 40 years. This amount is substantially in
excess of the tax basis of such licenses, and accordingly, the Company
recorded a deferred tax liability, upon the closing of the transaction.

   In connection with the closing of the AT&T transaction, the Company
executed or was a party to certain agreements, including the following:

                                     F-16
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   (a) Stockholders' Agreement

   Resale Agreement

   Pursuant to the Stockholders' Agreement, the Company is required to enter
into a Resale Agreement at the request of AT&T. Under this agreement, AT&T
will be granted the right to purchase and resell on a nonexclusive basis
access to and usage of the Company's services in the Company's Licensed Area.
The Company will retain the continuing right to market and sell its services
to customers and potential customers in competition with AT&T.

   The Resale Agreement will have a term of ten years and will renew
automatically for successive one-year periods unless, after the eleventh
anniversary thereof, either party elects to terminate the Resale Agreement.
Furthermore, AT&T may terminate the Resale Agreement at any time for any
reason on 180-days written notice.

   The Company has agreed that the rates, terms, and conditions of service,
taken as a whole, provided by the Company to AT&T pursuant to the Resale
Agreement, shall be at least as favorable as (or if permitted by applicable
law, superior to) the rates, terms, and conditions of service, taken as a
whole, provided by the Company to any other customer. Without limiting the
foregoing, the rate plans offered by the Company pursuant to the Resale
Agreement shall be designed to result in a discounted average actual rate per
minute paid by AT&T for service below the weighted average actual rate per
minute billed by the Company to its subscribers generally for access and air
time.

   Neither party may assign or transfer the Resale Agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except (a) to an affiliate of that party at the
time of execution of the Resale Agreement, (b) by the Company to any of its
operating subsidiaries, and (c) to the transferee of a party's stock or
substantially all of its assets, provided that all FCC and other necessary
approvals have been received.

   The Company expects to enter into the Resale Agreement upon commencement of
its operations or shortly thereafter.

   Exclusivity

   Under the Stockholders' Agreement, none of the Stockholders will provide or
resell, or act as the agent for any person offering, within the Territory
wireless mobility telecommunications services initiated or terminated using
Time Division Multiple Access and frequencies licensed by the FCC (Company
Communications Services), except AT&T and its affiliates may (i) resell or act
as agent for the Company in connection with the provision of Company
Communications Services, (ii) provide or resell wireless telecommunications
services to or from certain specific locations, and (iii) resell Company
Communications Services for another person in any area where the Company has
not placed a system into commercial service, provided that AT&T has provided
the Company with prior written notice of AT&T's intention to do so and only
dual band/dual mode phones are used in connection with such resale activities.
Additionally, with respect to the markets listed in the Roaming Agreement,
each of the Company and AT&T agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of
customer equipment so that the other party in its capacity as the serving
carrier is the preferred provider in such markets, and refrain from inducing
any of its customers to change such programming.

   Build-out

   The Company is required to conform to certain requirements regarding the
construction of the Company's PCS system. In the event that the Company
breaches these requirements, AT&T may terminate its exclusivity provisions.

                                     F-17
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   Disqualifying Transactions

   In the event of a merger, asset sale, or consolidation, as defined,
involving AT&T and another person that derives annual revenues in excess of
$5.0 billion, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer wireless mobility
telecommunication services to more than 25% of the population within the
Company's territory, AT&T and the Company have certain rights. AT&T may
terminate its exclusivity in the territory in which the other party overlaps
that of the Company. In the event that AT&T proposes to sell, transfer, or
assign to a non-affiliate its PCS system owned and operated in Charlotte, NC;
Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs, then AT&T will provide
the Company with the opportunity for a 180 day period to have AT&T jointly
market the Company's licenses that are included in the MTA that AT&T is
requesting to sell.

   The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

   (b) License Agreement

   Pursuant to a Network Membership License Agreement, dated February 4, 1998
(the License Agreement), between AT&T and the Company, AT&T granted to the
Company a royalty-free, nontransferable, nonsublicensable, limited right, and
license to use certain Licensed Marks solely in connection with certain
licensed activities. The Licensed Marks include the logo containing the AT&T
and globe design and the expression "Member, AT&T Wireless Services Network."
The "Licensed Activities" include (i) the provision to end-users and
resellers, solely within the Territory, of Company Communications Services on
frequencies licensed to the Company for Commercial Mobile Radio Services
(CMRS) provided in accordance with the AT&T Agreement (collectively, the
Licensed Services) and (ii) marketing and offering the Licensed Services
within the Territory. The License Agreement also grants to the Company the
right and license to use Licensed Marks on certain permitted mobile phones.

   The License Agreement contains numerous restrictions with respect to the
use and modification of any of the Licensed Marks. Furthermore, the Company is
obligated to use commercially reasonable efforts to cause all Licensed
Services marketed and provided using the Licensed Marks to be of comparable
quality to the Licensed Services marketed and provided by AT&T and its
affiliates in areas that are comparable to the Territory taking into account,
among other things, the relative stage of development of the areas. The
License Agreement also sets forth specific testing procedures to determine
compliance with these standards, and affords the Company with a grace period
to cure any instances of alleged noncompliance therewith.

   The Company may not assign or sublicense any if its rights under the
License Agreement; provided, however, that the License Agreement may be
assigned to the Company's lenders under the Credit Facility (note 9) and after
the expiration of any applicable grace and cure periods under the Credit
Facility, such lenders may enforce the Company's rights under the License
Agreement and assign the License Agreement to any person with AT&T's consent.

   The term of the License Agreement is for five years (the "Initial Term")
and renews for an additional five-year period if neither party terminates the
Agreement. The License Agreement may be terminated by AT&T at any time in the
event of a significant breach by the Company, including the Company's misuse
of any Licensed Marks, the Company licensing or assigning any of the rights in
the License Agreement, the Company's failure to maintain AT&T's quality
standards, or a change in control of the Company occurs.

   After the Initial Term, AT&T may also terminate the License Agreement upon
the occurrence of certain transactions described in the Stockholders'
Agreement.

                                     F-18
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million, as determined by an independent appraisal,
with an estimated useful life of 10 years. Amortization commenced upon the
effective date of the agreement.

   (c) Roaming Agreement

   Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended the "Roaming Agreement"), between AT&T and the Company,
each of AT&T and the Company agrees to provide (each in its capacity as
serving provider, the "Serving Provider") wireless mobility radiotelephone
service for registered customers of the other party's (the "Home Carrier")
customers while such customers are out of the Home Carrier's geographic area
and in the geographic area where the Serving Carrier (itself or through
affiliates) holds a license or permit to construct and operate a wireless
mobility radio/telephone system and station. Each Home Carrier whose customers
receive service from a Serving Carrier shall pay to such Serving Carrier 100%
of the Serving Carrier's charges for wireless service and 100% of pass-through
charges (i.e., toll or other charges). Except with respect to the Norfolk BTA,
each Service Carrier's service charges per minute or partial minute for the
first 3 years will be fixed at a declining rate, and thereafter will be equal
to an adjusted average home rate or such lower rate as the parties negotiate
from time to time; provided, however, that with respect to the Norfolk BTA,
the service rate is equal to the lesser of (a) $0.25 per minute and (b) the
applicable home rate of AT&T, or such other rate as agreed to by the parties.
Each Service Carrier's toll charges per minute of use for the first 3 years
will be fixed at a declining rate and thereafter, such other rates as the
parties negotiate from time to time.

   The Roaming Agreement has a term of 20 years, unless earlier terminated by
a party due to the other party's uncured breach of any term of the Roaming
Agreement, the other party's license or permit to provide CMRS.

   Neither party may assign or transfer the Roaming Agreement or any of its
rights thereunder except to an assignee of all or part of its license or
permit to provide CMRS, provided that such assignee expressly assumes all or
the applicable part of the obligations of such party under the Roaming
Agreement.

   The fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.

(4) Acquisitions

   (a) Myrtle Beach Acquisition

   On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural
Service Area (the SC-5) for a purchase price of approximately $164.5 million
from Vanguard Cellular Systems. The Company has integrated the Myrtle Beach
System into its planned PCS Network. As a result of the acquisition, the
Company is no longer considered a development stage enterprise under SFAS No.
7. The acquisition has been accounted for using the purchase method and,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The purchase price was allocated to FCC licenses of approximately $116
million; subscriber lists of approximately $20 million; fixed assets of
approximately $24.7 million and other net assets of $3.8 million.

   Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place
on January 1, 1997. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based on the fair market value of the property, plant and
equipment acquired, and the amortization of intangibles arising from the
transaction.

                                     F-19
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


<TABLE>
<CAPTION>
                                                              1997      1998
                                                            --------  --------
                                                                Unaudited
     <S>                                                    <C>       <C>
     Net revenues.......................................... $ 23,608  $ 31,116
     Net loss.............................................. $ 47,336  $ 43,434
     Net loss per common share............................. $(268.56) $(189.19)
     Weighted average shares outstanding...................  176,256   229,573
</TABLE>

   (b) Norfolk Acquisition

   On December 31, 1998, the Company acquired from AT&T (the Norfolk
Acquisition) (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk,
Virginia BTA and (ii) certain assets of AT&T used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million, including $14.6 million of Series D Preferred Stock of the Company.
The excess of the aggregate purchase price over the fair market value of
tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the
network relating to the Norfolk Acquisition, including the installation of a
switch, has been substantially completed. The Company has commenced PCS
service in the Norfolk BTA in the first quarter 1999. The purchase price
allocation is preliminary at December 31, 1998 and is expected to be finalized
in 1999.

(5) Property, Plant and Equipment
<TABLE>
<CAPTION>
                                                   December 31,
                                                   --------------  Depreciable
                                                   1997    1998       Lives
                                                   ----  --------  -----------
                                                     ($000's)
   <S>                                             <C>   <C>       <C>
   Land........................................... $--   $    313
   Network infrastructure and equipment...........  --     34,147  10-12 years
   Office furniture and equipment.................  121    17,642    3-5 years
   Capital leases.................................  --      2,263
   Construction in progress.......................  357   145,667
                                                   ----  --------
     Property, plant and equipment................  478   200,032
   Less: accumulated depreciation and
    amortization..................................   (5)   (1,079)
                                                   ----  --------
   Property, plant, and equipment, net............ $473  $198,953
                                                   ====  ========
</TABLE>

   The depreciable life of capital lease assets is based upon the life of the
underlying asset or the life of the lease, whichever is shorter.

(6) Intangible Assets
<TABLE>
<CAPTION>
                                                    December 31,
                                                   ---------------  Amortizable
                                                    1997    1998       Lives
                                                   ------ --------  ------------
                                                      ($000's)
   <S>                                             <C>    <C>       <C>
   AT&T license................................... $  --  $ 95,248      40 years
   AT&T agreements................................    --    26,026   10-20 years
   Myrtle Beach license...........................    --   116,252      40 years
   Norfolk license................................    --    46,299      40 years
   Subscriber lists...............................    --    20,000       5 years
   Bank financing.................................  1,249   10,994  8.5-10 years
                                                   ------ --------
     Other assets.................................  1,249  314,819
   Less: accumulated amortization.................    --    (6,552)
                                                   ------ --------
   Other assets, net                               $1,249 $308,267
                                                   ====== ========
</TABLE>

                                     F-20
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   Amortization charged to operations for the year ended December 31, 1998
totaled $5,589.

(7) Short-Term Debt

   (a) Convertible Notes

   At various dates in 1997, certain private equity investors provided $1.6
million in financing to L.L.C. in the form of convertible promissory notes.
The notes originally bore interest at 14% annually, payable at maturity. On
January 15, 1998, L.L.C. assigned the notes to the Company. The Company and
the noteholders subsequently negotiated a revised arrangement under which no
interest would be paid on the notes, which became convertible into
approximately $3.2 million worth of the Company's Series C preferred stock.
The conversion of L.L.C. notes into the Company's equity occurred on February
4, 1998. The $1.6 million preferred return to the investors was accounted for
as a financing cost during the period the notes were outstanding.

   (b) Noninterest-Bearing Loans

   During 1997, the company's Cash Equity Investors provided short-term
financing in the form of $11.8 million noninterest-bearing loans. Pursuant to
the Closing Agreement, such loans were converted to equity of the company as a
reduction of the requirements of the initial cash contributions of the
investors. No gain or loss was recognized on the conversion of the shares.

(8) Long-Term Debt

<TABLE>
<CAPTION>
                                                                  December 31,
                                                                 --------------
                                                                 1997    1998
                                                                 ----- --------
     <S>                                                         <C>   <C>
     Bank credit facility....................................... $ --  $150,000
     Senior subordinated debt...................................   --   313,648
                                                                 ----- --------
                                                                   --   463,648
     Current portion of long-term debt..........................   --       --
                                                                 ----- --------
     Long-term debt............................................. $ --  $463,648
                                                                 ===== ========
</TABLE>

   The weighted average interest rate for total debt outstanding during
December 31, 1998 was 10.33%. The average rate at December 31, 1998 was
10.16%.

(9) Bank Credit Facility

   On February 3, 1998, (the Credit Facility Effective Date), the Company
entered into a Credit Agreement (as amended from time to time, the Credit
Facility), with The Chase Manhattan Bank, as Administrative Agent, and certain
banks and other financial institutions party thereto. The Credit Facility
provides for (i) a $175.0 million senior secured term loan (the Tranche A Term
Loan) which may be drawn in installments at any time through the third
anniversary of the Credit Facility Effective Date and matures on the date that
is eight and one-half years from the Credit Facility Effective Date, (ii) a
$150.0 million senior secured term loan (the Tranche B Term Loan and, together
with the Tranche A Term Loan, the Term Loans) which matures on the date that
is nine and one-quarter years from the Credit Facility Effective Date, and
(iii) a $100.0 million senior secured revolving credit facility (the Revolving
Credit Facility and, together with the commitments to make the Term Loans, the
Facilities) which matures on the date that is eight and one-half years from
the Credit Facility Effective Date. At December 31, 1998 the Tranche B Term
Loan was completely drawn.

                                     F-21
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   The commitment to make loans under the Revolving Credit Facility (Revolving
Credit Loans and, together with the Term Loans, the Loans) automatically and
permanently reduces, beginning on the date that is six years and six months
after the Credit Facility Effective Date, in eight quarterly reductions (the
amount of each of the first two reductions, $5.0 million, the next four
reductions, $10.0 million, and the last two reductions, $25.0 million). The
Tranche A Term Loans are required to be repaid, beginning on the date that is
four years after the Credit Facility Effective Date, in eighteen consecutive
quarterly installments (the amount of each of the first four installments,
$4,375,000, the next four installments, $6,562,500, the next four installments
$8,750,000, the next four installments, $10,937,500, and the last two
installments, $26,250,000). The Tranche B Term Loans are required to be repaid
beginning on the date that is four years after the Credit Facility Effective
Date, in twenty-one consecutive quarterly installments (the amount of the
first sixteen installments, $375,000, the next four installments $7.5 million,
and the last installment, $114.0 million).

   Interest on all loans accrue, at the Company's option, either at (i) (a) a
LIBOR rate, as defined in the Credit Facility plus (b) the Applicable Rate (as
defined below) (Loans bearing interest described in (i), Eurodollar Loans) or
(ii) (a) the higher of (1) the Administrative Agent's prime rate and (2) the
Federal Funds Effective Rate (as defined in the Credit Facility) plus 0.5%,
plus (b) the Applicable Rate (Loans bearing interest described in (ii), ABR
Loans). Interest on any overdue amounts will be at a rate per annum equal to
2% plus the rate otherwise applicable to such amounts. The Applicable Rate
means, with respect to Tranche B Term Loans, 1.75% per annum, in the case of
an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan, and, with
respect to Tranche A Term Loans and Revolving Credit Loans, a rate between
0.0% to 1.25% per annum (depending on the level of the Company's ratio of debt
to earnings before income taxes, depreciation, and amortization (EBITDA) in
the case of an ABR Loan, and a rate between 1.00% and 2.25% per annum
(depending on the level of the Company's ratio of debt to EBITDA), in the case
of a Eurodollar Loan.

   The Credit Facility requires an annual commitment fee of between 0.375% and
0.50% (depending on the level of the Company's ratio of debt to EBITDA) of the
unused portion of the Facilities payable quarterly in arrears and a separate
agent's fee payable to the Administrative Agent. The Credit Facility also
requires the Company to fix or limit the interest cost with respect to at
least 60% (as amended in July 1998) of the total amount of the outstanding
indebtedness of the Company. The Company incurred commitment fees of $2.0
million in 1998. At December 31, 1998, approximately 84% of the Company's
outstanding debt was at a fixed rate.

   The Term Loans are required to be prepaid and commitments under the
Revolving Credit Facility reduced in an aggregate amount equal to (i) 50% of
excess cash flow of each fiscal year commencing the fiscal year ending
December 31, 2001, (ii) 100% of the net proceeds of asset sales, in excess of
a yearly threshold, outside the ordinary course of business or unused
insurance proceeds, (iii) 100% of the net cash proceeds in excess of the
initial $150.0 million of issuances of debt obligations and (iv) 50% of the
net cash proceeds of issuances of equity securities (other than in connection
with the Equity Commitments); provided, that the prepayments and reductions
set forth under clauses (iii) and (iv) will not be required if, after giving
effect to such issuance, (a) the Company's ratio of senior debt to EBITDA
would be less than 5 to 1 and (b) the Company would be in pro forma compliance
with certain covenants in the Credit Facility.

   All obligations of the Company under the Facilities are unconditionally and
irrevocably guaranteed (the Bank Facility Guarantees) by each existing and
subsequently acquired or organized domestic subsidiary of the Company. The
Facilities and the Bank Facility Guarantees, and any related hedging contracts
provided by the lenders under the Credit Facility, are secured by
substantially all of the assets of the Company and each existing and
subsequently acquired or organized domestic subsidiary of the Company,
including a first priority pledge of all of the capital stock held by the
Company or any of its subsidiaries; provided that the pledge of shares of
foreign subsidiaries may be limited to 65% of the outstanding shares of such
foreign subsidiaries. The PCS

                                     F-22
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

Licenses will be held by one or more single purpose subsidiaries of the
Company and will not be pledged to secure the obligations of the Company under
the Credit Facility, although the equity interests of such subsidiaries will
be pledged thereunder. Each single purpose subsidiary will not be allowed by
the Company to incur any liabilities or obligations other than the Bank
Facility Guarantee issued by it, the security agreement entered into by it in
connection with the Credit Facility, and, in the case of any single purpose
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of such subsidiary which are incident to being the
lessee of real property of the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

   The Credit Facility contains covenants customary for facilities and
transactions similar to the Credit Facility, including covenants relating to
the amounts of indebtedness that the Company may incur, limitations on
dividends and distributions on, and redemptions and repurchases of, capital
stock and other similar payments and various financial maintenance covenants.
The Credit Facility also contains covenants relating to the population covered
by the Company's network and number of customers and customary
representations, warranties, indemnities, conditions precedent to borrowing,
and events of default.

   Loans under the Credit Facility are available to fund capital expenditures
related to the construction of the Company's PCS network, the acquisition of
related businesses, working capital needs of the Company, and customer
acquisition costs. All indebtedness under the Credit Facility will constitute
Senior Debt under the Company's 11% Senior Subordinated Discount Notes.

   The terms of the Credit Facility originally allowed the Company to incur
only $150 million of indebtedness pursuant to the issuance of Subordinated
Debt (as defined in the Credit Facility). In April 1998, the Company
negotiated an amendment to the Credit Facility, which included provisions that
(i) permit certain acquisitions (note 4); (ii) permit up to a total of $450
million in high yield debt; and (iii) exclude the equity issuances associated
with certain acquisitions from the mandatory prepayment requirement.

(10) Subordinated Debt

   On May 7, 1998, the Company completed an offering (the "Offering") of $512
million of 11% Senior Subordinated Discount Notes ("the Notes"), pursuant to
Rule 144A of the Securities Act of 1933, as amended. The net proceeds of the
Offering (after deducting an Initial Purchaser's Discount of $9 million) were
approximately $291 million. The Company has used and intends to use the net
proceeds from the Offering, together with the Capital Contributions (note 15)
and borrowings under the Credit Facility, to fund: (i) capital expenditures,
including the build-out of its PCS network; (ii) the Myrtle Beach acquisition
and the Norfolk acquisition (note 4); (iii) working capital as required; (iv)
operating losses; (v) general corporate purposes, and (vi) potential
acquisitions.

   Commencing on November 1, 2003, cash interest will be payable semiannually.
Each Note was offered at an original issue discount (Initial Purchaser's
Discount). Although cash interest will not be paid prior to May 1, 2003, the
original issue discount will accrue from the issue date to May 1, 2003.

   The Notes are not redeemable prior to May 1, 2003, except as set forth
below. The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on or after May 1, 2003 and prior to maturity at the
following redemption prices (expressed as percentages of principal amount),
plus accrued interest, if any, up to but excluding the redemption date, if
redeemed during the 12-month period beginning on May 1 of the years indicated:

                                     F-23
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


<TABLE>
<CAPTION>
            Year                               Percentage
            ----                               ----------
            <S>                                <C>
            2003..............................   105.50%
            2004..............................   103.67
            2005..............................   101.84
            2006 and thereafter...............   100.00
</TABLE>

   In addition, on or prior to May 1, 2001, the Company may redeem up to 35%
of the principal amount at maturity of Notes issued under the Indenture at a
redemption price equal to 111% of the accreted value at the redemption date
with the net proceeds of one or more equity offerings of qualified stock of
(a) the Company, (b) a special purpose corporation formed to own qualified
stock of the Company, provided that at least 65% of the aggregate principal
amount at maturity of Notes issued under the Indenture would remain
outstanding immediately after giving effect to such redemption.

   Upon a change in control, each holder of the Notes may require the Company
to repurchase such Holder's Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at
maturity, as applicable plus accrued and unpaid interest to the purchase date.

   The debt principal begins to mature in 2003 and is fully repaid in 2008.

(11) Income Taxes

   Income tax expense (benefit) at year ended December 31, 1998 consists of
the following:

<TABLE>
<CAPTION>
                                                       Current Deferred   Total
                                                       ------- --------  -------
     <S>                                               <C>     <C>       <C>
     Federal.......................................... $  --   $(7,054)  $(7,054)
     State............................................ $  --   $  (482)  $  (482)
                                                       ------  -------   -------
                                                       $  --   $(7,536)  $(7,536)
                                                       ======  =======   =======
</TABLE>

   The income tax expense (benefit) differs from those computed using the
statutory U.S. Federal income tax rate as set forth below.
<TABLE>
<CAPTION>
                                                                1997     1998
                                                               ------   ------
     <S>                                                       <C>      <C>
     U.S. Federal statutory rate..............................  35.00%   35.00%
     State income taxes, net of federal benefit...............    --      0.80%
     Change in valuation allowance............................ (35.00%) (16.56%)
     Other, net...............................................    --      0.01%
                                                               ------   ------
       Effective Tax Rate.....................................   0.00%   19.25%
                                                               ======   ======
</TABLE>


                                     F-24
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows.

<TABLE>
<CAPTION>
                                                                1997     1998
                                                               -------  -------
     <S>                                                       <C>      <C>
     Deferred tax assets:
     Nondeductible accrued liabilities........................ $   491  $ 1,049
     Deferred transaction costs...............................   1,093    2,736
     Net operating loss carryforward..........................     --    16,022
                                                               -------  -------
                                                                 1,584   19,807
     Valuation allowance......................................  (1,584)  (8,506)
                                                               -------  -------
       Net deferred tax assets................................     --    11,301
                                                               -------  -------
     Deferred tax liabilities:
     Intangible assets........................................     --    21,438
     Capitalized interest.....................................     --     1,150
     Others...................................................     --       376
                                                               -------  -------
       Deferred tax liabilities...............................     --    22,964
                                                               -------  -------
     Net deferred tax liabilities............................. $   --   $11,663
                                                               =======  =======
</TABLE>

   In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Because the
Company does not have an operating history, management has only considered the
scheduled reversal of deferred tax liabilities and tax planning strategies in
making this assessment. Based upon the assessment, management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 1998. The
Company recorded a deferred tax liability of $17,771 in connection with the
contribution of licenses pursuant to the AT&T transaction (note 3).

                                     F-25
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


(12) Fair Value Of Financial Instruments

   Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments. The Company has used
available market information to derive its estimates. However, because these
estimates are made as of a specific point in time, they are not necessarily
indicative of amounts the Company could realize currently. The use of
different assumptions or estimating methods may have a material effect on the
estimated fair value amounts.

<TABLE>
<CAPTION>
                                                    December 31,
                                       ---------------------------------------
                                              1997                1998
                                       ------------------- -------------------
                                       Carrying Estimated  Carrying Estimated
                                        amount  fair value  amount  fair value
                                       -------- ---------- -------- ----------
                                                       ($000s)
   <S>                                 <C>      <C>        <C>      <C>
   Cash and cash equivalents..........  11,362    11,362   $146,172  146,172
   Marketable securities..............     --        --      23,612   23,612
   Accounts and notes receivable......     --        --       3,102    3,102
   Accounts payable...................   1,581     1,581     25,256   25,256
   Accrued expenses...................   1,014     1,014      7,365    7,365
   Capital leases.....................     --        --       2,322    2,322
   Interest rate risk management
    agreements........................     --        --         --       623
   Long-term debt:
     Subordinated debt................     --        --     313,648  239,355
     Bank term loan...................     --        --     150,000  150,000
</TABLE>

   (a) Cash and Cash Equivalents, Accounts and Notes Receivable, Accounts
   Payable and Accrued Expenses

   The carrying amounts of these items are a reasonable estimate of their fair
value due to the short-term nature of the instruments.

   (b) Marketable Securities

   The fair value of these securities are estimated based on quoted market
prices. At December 31, 1998, marketable securities consist of the following:

<TABLE>
<CAPTION>
                                                                    Unrealized
                                                  Cost   Fair value gain (loss)
                                                 ------- ---------- -----------
                                                            ($000s)
     <S>                                         <C>     <C>        <C>
     Available for sale securities:
     Debt securities due in one year or less.... $23,612   23,612       --
</TABLE>

   (c) Long-Term Debt

   Long-term debt is comprised of subordinated debt, bank term loan, and
capital leases. The fair value of subordinated debt is stated at quoted market
value. The carrying amount of the bank term loan is a reasonable estimate of
its fair value because its market rate interest is variable. Capital leases
are recorded at their net present value, which approximates fair value.

   (d) Interest Rate Risk Management Agreements

   The Company enters into interest rate protection agreements to lock in
interest rates on the variable portion of its debt. The Company does not use
these agreements for trading or other speculative purposes, nor is it a

                                     F-26
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

party to any leveraged derivative instrument. Although these agreements are
subject to fluctuations in value, they are generally offset by fluctuations in
the value of the underlying instrument or anticipated transaction.

   In an interest rate swap, the Company agrees to exchange, at specified
intervals, the difference between a variable interest rate (based on 3 month
Libor) and either a fixed or another variable interest rate calculated by
reference to an agreed-upon notional principal amount. The resulting rate
differential is reflected as an adjustment to interest expense over the life
of the swap.

   At December 31, 1998, the Company would receive $23,000 to settle its
agreements.

   The following table summarizes the Company's off-balance sheet interest
rate swap agreements at December 31, 1998:
<TABLE>
<CAPTION>
                                                                    Receive
                               Notional   Fair            Pay Rate    Rate
                                Amount   Value   Maturity (Fixed)  (Variable)
                               -------- -------- -------- -------- ----------
                               ($000's) ($000's)          ($000's)  ($000's)
   <S>                         <C>      <C>      <C>      <C>      <C>
   Pay fixed rate, receive
    floating rate............. $35,000    $254    12/03    4.805%    5.156%
   Pay fixed rate, receive
    floating rate............. $40,000    $369    12/03    4.760%    5.156%
</TABLE>

(13) Related-Party Transactions

   The Company is associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap and the sharing of leased
facilities. As part of this association, certain costs are incurred on behalf
of Triton Cellular and subsequently reimbursed to the Company. Such costs
totaled $148,000 and $482,000 during 1997 and 1998, respectively. In addition,
pursuant to an agreement between the Company and Triton Cellular, allocations
for management services rendered are charged to Triton Cellular. Such
allocations totaled $469,000 during 1998. The outstanding balance at December
31, 1998 was $951,000. The Company expects settlement of these outstanding
charges during 1999.

   In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.

   In February 1998, Triton entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. In connection with
execution of the credit facility, the agent and lenders receive customary fees
and expenses.

   In May 1998, Triton consummated a private offering of senior subordinated
notes. Affiliates of several cash investors were initial purchasers in the
private offering and received a placement fee of $6.3 million.

   Triton has entered into letter agreements with certain management employees
and independent directors under which these individuals were issued shares of
the Company's common stock subject to a five year vesting period.

                                     F-27
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

(14) Commitments and Contingencies

   (a) Leases

   The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2010. The Company has various capital lease
commitments of approximately $2.3 million as of December 31, 1998. As of
December 31, 1998, the future minimum rental payments under these lease
agreements having an initial or remaining term in excess of one year were as
follows:

<TABLE>
<CAPTION>
                                                               Operating Capital
                                                               --------- -------
                                                                    ($000)
     <S>                                                       <C>       <C>
     1999.....................................................  $ 6,484  $  474
     2000.....................................................    6,305     614
     2001.....................................................    5,962     600
     2002.....................................................    5,849     578
     2003.....................................................    4,397     434
     Thereafter...............................................    1,724     --
                                                                -------  ------
       Total..................................................  $30,721   2,700
                                                                =======
     Interest expense.........................................              378
                                                                         ------
     Net present value of future payments.....................            2,322
     Current portion of capital lease obligation..............              281
                                                                         ------
                                                                         $2,041
                                                                         ======
</TABLE>

   Rent expense under operating leases was $3.0 million for the year ended
December 31, 1998 and $59,000 for the period from March 6, 1997 to December
31, 1997, respectively.

   (b) Employment Agreements

   In 1998, the Company entered into five-year employment agreements with
three of its officers. The employment agreements provide for minimum aggregate
annual compensation of $795,000 for the years 1999 through 2001, as well as
annual bonuses based upon performance. The employment agreements also provide
that in the event that the officers are terminated, certain liabilities will
be incurred by the Company. Also, upon death or disability of the officers,
the Company will be required to make certain payments.

   (c) Litigation

   The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Company's results of operations.

(15) Shareholders' Equity and Members' Capital

   On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued 1,400,000 shares of its Series C preferred stock at $100 per
share. The Securities Purchase Agreement requires the purchasers of the Series
C preferred stock to fund their unconditional and irrevocable obligations in
installments in accordance with the following schedule:

                                     F-28
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


<TABLE>
<CAPTION>
     Date due                                                        Amount
     --------                                                     ------------
     <S>                                                          <C>
     Initial closing (funded on February 4, 1998)................ $ 45,000,000
     First anniversary of initial closing (funded on February 4,
      1999)......................................................   35,000,000
     Second anniversary of initial closing.......................   35,000,000
     Third anniversary of initial closing........................   25,000,000
                                                                  ------------
                                                                  $140,000,000
                                                                  ============
</TABLE>

   Pursuant to a Stockholders' Agreement, under certain circumstances, the
Board of Directors may require the Cash Equity Investors to contribute in
advance any portion of the unfunded commitment.

   During 1997, the Company's Cash Equity Investors provided short-term
financing in the form of $11.7 million in non-interest-bearing loans. Pursuant
to the Closing Agreement, such loans were converted to equity of the Company
as a reduction of the requirements of the initial cash contribution on
February 4, 1998.

   The Company's Restated Certificate of Incorporation provides the Company
with the authority to issue 17,000,000 shares of capital stock, consisting of
(a) 1,000,000 shares of the Company's Series A preferred stock, (b) 2,000,000
shares of the Company's Series B preferred stock, (c) 3,000,000 shares of the
Company's Series C preferred stock, (d) 1,000,000 shares of the Company's
Series D preferred stock, and (e) 10,000,000 shares of the Company's common
stock.

   As of December 31, 1998, the Company received additional equity
contributions of $49.3 million, of which $35.0 million related to the
acquisition of the Myrtle Beach System and $14.3 million related to the
Norfolk Acquisition (see note 4). As of December 31, 1998, the Company had
outstanding equity commitments of $2.2 million related to the Norfolk
Acquisition, which were received in January 1999.

   (a) Preferred Stock

   The Series A preferred stock (Series A) is convertible into common stock at
the option of the holders after the 8th anniversary of its issuance. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.

   The holders of the Series A are entitled to 10% cumulative annual dividends
as defined, payable quarterly. At December 31, 1998, cumulative dividends
accrued and classified as a component of preferred stock in the accompanying
balance sheet are $6,853,000. The Company may defer payment of the dividends
until the 42nd payment due date, at which time all deferred dividend payments
must be made. The Series A is redeemable at its accreted value at the option
of the Company after the 10th anniversary of its issuance. The Series A is
redeemable at the option of the holders after the 20th anniversary of its
issuance. The Series A and the Series B preferred stock (Series B) are on a
parity basis with respect to dividend rights and rights on liquidation and
senior to all other classes of preferred or common stock of the Company. The
Series A holders do not have any voting rights, except as required by law or
in certain circumstances, and have the right to elect one director.

   In the event that there is a disqualifying transaction, the Company has the
right to cause AT&T to exchange certain shares of its Series A convertible
preferred stock into Series B convertible preferred stock. The Series B
preferred stock has dividend rights equal to that of the Series A. The Series
B is not convertible into any other security of the Company. The Series B is
redeemable at its accreted value, at the option of the Company. The Series B
holders do not have any voting rights.

                                     F-29
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997


   The Series C preferred stock (Series C) is convertible into common stock on
a 1:1 basis, subject to adjustments. Mandatory conversion occurs upon an
initial public offering of the Company's common stock, as defined. The holders
of the Series C vote on an as converted basis as a single class with the
holders of the common stock. Upon liquidation or dissolution, the holders of
the Series C preferred have a liquidation preference of $100 per share,
subject to adjustment which is subordinated to the Series D preferred (Series
D) but ranks senior to the common stock.

   In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors
approximately 35,600 shares of the Company's Series C Preferred Stock for
approximately $3,560,000.

   The Series D is convertible into an equivalent number of shares of Series C
at the option of the holder. The holders of the Series D do not have any
voting rights. Upon liquidation or dissolution, the holders of the Series D
have a liquidation preference of $100 per share, subject to adjustment and
rank senior to the Series C and the common stock.

   (b) Common Stock

   On October 1, 1997, the Company issued 137,366 shares of its common stock
to its founders. The shares are subject to the vesting schedules detailed in
the executives' employment agreements.

   In February 1998 the Company established a trust to hold 58,871 shares of
the Company's common stock to be issued to employees in the future, at
management's discretion. On February 4, 1998, the Company issued 16,876 shares
of common stock that vest ratably over a five-year period to certain key
employees.

   In connection with the acquisitions of the Myrtle Beach System and the
Norfolk Acquisition (see note 4), the Company issued approximately 38,900 and
33,300 shares of common stock, respectively, to or for the benefit of
management stockholders and independent directors.

   (c) LLC Members' Capital

   Members' capital contributions are recorded when received. Total committed
capital at October 31, 1997 was $1.00. Distributions, if any, will be made in
proportion to capital accounts. Allocation of income, gains, losses, and
deductions will be in proportion to capital accounts.

(16) Stockholders' Agreement

   In connection with the closing of the AT&T transaction and the sale of
Series C preferred, the Cash Equity Investors, AT&T, and certain management
shareholders executed certain agreements among the stockholders, which address
the following areas:

   (a) Board of Directors

   The Stockholders' Agreement specifies the number of directors and how they
will be selected.

   (b) Registration Rights

   The Stockholder's Agreement grants certain demand and piggyback
registration rights to stockholders. Certain stockholders, as defined in the
Stockholders Agreement, may cause an underwriter demand registration,

                                     F-30
<PAGE>

               TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

as defined. In addition, if the Company has not completed an initial public
offering of its common stock by February 4, 2003, certain holders of the
Company's capital stock can cause the registration of the Company's common
stock.

   (c) Restrictions on Transfer

   The Stockholder's Agreement imposes numerous restrictions with respect to
the sale and or transfer of the Company's capital stock. Generally, prior to
the Company completing its initial public offering, as defined, the holders of
the Series C, Series D, and the common stock are restricted except as defined
until February 4, 2001. After February 4, 2001, the Series C holders and
common stock holders may transfer their interests subject to certain
restrictions and rights of first refusal.

   On or after the completion of the Company's initial public offering, the
holders of the common stock and Series D are restricted until February 4,
2001. The sale of common stock is subject to the rights of refusal.

   The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

(17) 401(K) Savings Plan

   The Company sponsors a 401(k) Savings Plan which permits employees to make
contributions to the Savings Plan on a pre-tax salary reduction basis in
accordance with the Internal Revenue Code. Substantially all full-time
employees are eligible to participate in the next quarterly open enrollment
after 90 days of service. The Company matches a portion of the voluntary
employee contributions. The cost of the Savings Plan charged to expense was
$65,000 in 1998.

(18) Supplemental Cash Flow Information

<TABLE>
<CAPTION>
                                                                1997    1998
                                                               ------ --------
                                                                   ($000s)
   <S>                                                         <C>    <C>
   Cash paid during the year for interest, net of amounts
    capitalized............................................... $  --  $  8,150
   Cash paid during the year for income taxes.................    --       --
   Noncash investing and financing activities:
    Equipment acquired under capital lease obligation.........    --     2,529
    Capital contribution in connection with conversion of
     short-term debt to equity................................    --    13,362
    Issuance of Preferred stock in connection with Norfolk
     Acquisition..............................................    --    14,555
    Issuance of Preferred stock in connection with AT&T
     transaction net of deferred taxes........................    --   100,947
    Capital expenditures included in accounts payable.........    --    21,027
    Deferred transaction cost financed via accounts payable...    924      --
</TABLE>

                                     F-31
<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vanguard Cellular Systems of South Carolina, Inc.:

   We have audited the accompanying balance sheets of Vanguard Cellular
Systems of South Carolina, Inc. (a South Carolina corporation and an indirect,
wholly-owned subsidiary of Vanguard Cellular Systems, Inc.) as of December 31,
1997 and 1996, and the related statements of operations, changes in
shareholder's deficit and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Vanguard Cellular Systems
of South Carolina, Inc. as of December 31, 1997 and 1996 and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.

                                          Arthur Andersen LLP

Greensboro, North Carolina,
March 20, 1998.

                                     F-32
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                                 BALANCE SHEETS
            (Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             December 31,
                                                           ------------------
                                                             1996      1997
                                                           --------  --------
<S>                                                        <C>       <C>
                          ASSETS
Current Assets:
  Cash.................................................... $    199  $    121
  Accounts receivable, net of allowances for doubtful
   accounts of $200 and $475..............................    1,485     3,199
  Cellular telephone inventories..........................      511       526
  Prepaid expenses........................................       10        33
  Deferred income tax asset...............................      --      8,190
                                                           --------  --------
    Total current assets..................................    2,205    12,069
                                                           --------  --------
Deferred Cellular License Acquisition Costs, net of
 accumulated amortization of $2,860 and $3,343............   16,247    15,764
                                                           --------  --------
Property and Equipment, at cost:
  Land....................................................      306       313
  Cellular telephones held for rental.....................    1,653     1,859
  Cellular telephone systems..............................   24,068    29,453
  Office furniture and equipment..........................    2,323     3,139
                                                           --------  --------
                                                             28,350    34,764
  Less--Accumulated depreciation..........................    5,864     9,252
                                                           --------  --------
                                                             22,486    25,512
  Construction in progress................................      198       565
                                                           --------  --------
                                                             22,684    26,077
Other Assets..............................................       22        21
                                                           --------  --------
  Total assets............................................ $ 41,158  $ 53,931
                                                           ========  ========
          LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities:
  Accounts payable and accrued expenses................... $    315  $    686
  Advances from Vanguard..................................   53,350    63,092
                                                           --------  --------
    Total current liabilities.............................   53,665    63,778
                                                           --------  --------
Deferred Income Tax Liability.............................      --      1,298
                                                           --------  --------
Commitments and Contingencies (Note 5)
Shareholder's Deficit:
  Common stock--$1 par value, 1,000 shares issued and
   outstanding............................................        1         1
  Accumulated deficit.....................................  (12,508)  (11,146)
                                                           --------  --------
    Total shareholder's deficit...........................  (12,507)  (11,145)
                                                           --------  --------
    Total liabilities and shareholder's deficit........... $ 41,158  $ 53,931
                                                           ========  ========
</TABLE>

  The accompanying notes to financial statements are an integral part of these
                                balance sheets.

                                      F-33
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF OPERATIONS
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                             For the Years Ended December 31,
                                             ----------------------------------
                                                1995        1996        1997
                                             ----------  ----------  ----------
<S>                                          <C>         <C>         <C>
Revenues:
  Service fees.............................. $   16,428  $   19,778  $   22,508
  Cellular telephone equipment revenues.....      1,077         673       1,100
                                             ----------  ----------  ----------
                                                 17,505      20,451      23,608
                                             ----------  ----------  ----------
Costs and Expenses:
  Cost of service...........................      1,796       3,014       2,811
  Cost of cellular telephone equipment......      1,853       1,478       2,495
  General and administrative................      2,260       2,948       4,793
  Marketing and selling.....................      2,564       2,731       3,944
  Depreciation and amortization.............      1,765       2,907       5,162
  Management fees...........................      1,374       1,620       1,896
  Corporate costs allocated from Vanguard...        989       1,195       1,586
                                             ----------  ----------  ----------
                                                 12,601      15,893      22,687
                                             ----------  ----------  ----------
Income From Operations......................      4,904       4,558         921
Interest Expense............................     (4,414)     (5,214)     (6,451)
Other, net..................................       (326)       (186)        --
                                             ----------  ----------  ----------
Income (Loss) Before Income Taxes...........        164        (842)     (5,530)
Income Tax Benefit..........................        --          --        6,892
                                             ----------  ----------  ----------
Net Income (Loss)........................... $      164  $     (842) $    1,362
                                             ==========  ==========  ==========
</TABLE>



  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-34
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                           For the Years Ended December 31,
                                           -----------------------------------
                                              1995        1996         1997
                                           ----------  -----------  ----------
<S>                                        <C>         <C>          <C>
Cash Flows From Operating Activities:
 Net income (loss)........................ $      164  $      (842) $    1,362
 Adjustments to reconcile net income
  (loss) to net cash provided by (used in)
  operating activities:
  Depreciation and amortization...........      1,765        2,907       5,162
  Net losses on dispositions of property
   and equipment..........................        326          186         --
  Deferred income tax benefit.............        --           --       (6,892)
  Changes in current items:
   Accounts receivable, net...............       (527)         404      (1,714)
   Cellular telephone inventories.........       (162)        (104)        (15)
   Accounts payable and accrued expenses..        (47)         (97)        371
   Other, net.............................        (20)          13         (23)
                                           ----------  -----------  ----------
    Net cash provided by (used in)
     operating activities.................      1,499        2,467      (1,749)
                                           ----------  -----------  ----------
Cash Flows From Investing Activities--
 Purchases of property and equipment......     (8,948)     (12,531)     (8,072)
                                           ----------  -----------  ----------
Cash Flows From Financing Activities:
 Net increase in advances from Vanguard...      7,603       10,050       9,742
 Other, net...............................        (12)         --            1
                                           ----------  -----------  ----------
    Net cash provided by financing
     activities...........................      7,591       10,050       9,743
                                           ----------  -----------  ----------
Net Increase (Decrease) in Cash...........        142          (14)        (78)
Cash, beginning of period.................         71          213         199
                                           ----------  -----------  ----------
Cash, end of period....................... $      213  $       199  $      121
                                           ==========  ===========  ==========
Supplemental Disclosure of Cash Paid
 During the Period for Interest, net of
 amounts capitalized...................... $    4,414  $     5,214  $    6,451
                                           ==========  ===========  ==========
</TABLE>


  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-35
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                 STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                          For the years ended December 31, 1995, 1996 and 1997
                         ------------------------------------------------------------
                             Common Stock                                 Total
                         -----------------------    Accumulated       Shareholder's
                           Shares       Amount        Deficit            Deficit
                         -----------  ----------  ---------------   -----------------
<S>                      <C>          <C>         <C>               <C>
Balance, January 1,
 1995...................       1,000   $        1  $      (11,830)    $      (11,829)
  Net income............         --           --              164                164
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1995...................       1,000            1         (11,666)           (11,665)
  Net loss..............         --           --             (842)              (842)
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1996...................       1,000            1         (12,508)           (12,507)
  Net income............         --           --            1,362              1,362
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1997...................       1,000   $        1  $      (11,146)    $      (11,145)
                         ===========   ==========  ==============     ==============
</TABLE>





  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-36
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                         NOTES TO FINANCIAL STATEMENTS
                         (Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

   Vanguard Cellular Systems of South Carolina, Inc. (the Company), a South
Carolina corporation, is a provider of nonwireline cellular telephone service
to the SC-5 (Myrtle Beach) Rural Statistical Area (RSA). The Company acquired
the Myrtle Beach RSA license in January 1991 and the cellular system in this
market became operational in the second quarter of 1991. The Company is 100%
controlled by Vanguard Cellular Systems, Inc. (Vanguard) and operates under
the trade name of CellularOne(R), which is the trade name many nonwireline
carriers have adopted to provide conformity throughout the industry.

   The accompanying financial statements present the financial position,
results of operations and cash flows of the Company as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
Company is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

   Substantially all of the Company's assets are pledged under Vanguard's
long-term credit facility. Operating and capital expansion funds have been
advanced between Vanguard and the Company on an interest bearing basis, with
the net amounts of these transfers reflected in advances from Vanguard in the
accompanying balance sheets. The debt of Vanguard has not been specifically
allocated to the Company; however, advances from Vanguard approximate the
borrowings of Vanguard that are attributable to the Company. Interest has been
charged by Vanguard to the Company on funds advanced to the Company as an
approximation of the Company's share of Vanguard's consolidated interest cost.
Vanguard charges interest to its subsidiaries based on its consolidated
borrowing rates plus 200 basis points. For each of the three years in the
period ended December 31, 1997, the average interest rate charged to the
Company by Vanguard was approximately 11%. Total interest charged, net of
amounts capitalized, from Vanguard to the Company was $4,414, $5,214 and
$6,451 for the years ended December 31, 1995, 1996 and 1997, respectively.

   The net balance in Advances from Vanguard has been classified as a
liability in the accompanying balance sheets as the Company will repay these
advances to Vanguard upon receipt of the proceeds from the sale of the
company's assets to Triton PCS, Inc. (See Note 7) .

Note 2. Significant Accounting and Reporting Policies:

   Use of Estimates

   The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the Company's financial
position and results of operations. Actual results could differ from those
estimates.

   Revenue Recognition

   Service fees are recognized at the time cellular services are provided.
Cellular telephone equipment revenues consist primarily of sales to
subscribers, which are recognized at the time equipment is delivered to the
subscriber, and equipment rentals, which are recognized monthly over the terms
of the rental agreement with the subscriber.


                                     F-37
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Cellular Telephone Inventories

   Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

   Deferred Cellular License Acquisition Costs

   The Company's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The Company amortizes its investment over 40
years. Amortization expense of $446, $483 and $483 was recorded in 1995, 1996
and 1997, respectively.

   Property and Equipment

   Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:

<TABLE>
     <S>                                                              <C>
     Cellular telephones held for rental.............................    3 years
     Cellular telephone systems...................................... 7-20 years
     Office furniture and equipment.................................. 3-10 years
</TABLE>

   At December 31, 1996 and 1997, construction in progress was composed
primarily of the cost of uncompleted additions to the Company's cellular
telephone systems. The Company capitalized interest costs of $106, $125 and
$43 in 1995, 1996 and 1997, respectively, as part of the cost of cellular
telephone systems.

   Maintenance, repairs and minor renewals are charged to operations as
incurred. Gains or losses at the time of disposition of property and equipment
are reflected in the statements of operations currently.

   Cellular telephones are rented to certain customers generally with a
contract for a minimum length of service. Such customers have the option to
purchase the cellular telephone at any time during the term of the agreement.

   Long-Lived Assets

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121. "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", the Company reviews for the impairment of long-
lived assets and certain identifiable intangibles, whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by the Company.

   Income Taxes

   The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The Company is included in the consolidated Federal income tax
return of

                                     F-38
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Vanguard and its subsidiaries. The Company records its share of consolidated
Federal income taxes as if the Company filed a separate return.

Note 3. Future Cash Flow Requirements:

   The Company's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During 1995, 1996 and 1997, the Company received
$7,603, $10,050 and $9,742, respectively, of these advances. Vanguard has
committed to fund the cash requirements of the Company at least through fiscal
1998 or through the ultimate date of disposition (Note 7), whichever is
earlier. Accordingly, the accompanying financial statements have been prepared
assuming the Company will continue as a going concern and, as such,
adjustments, if any, that may be required for presentation on another basis
have not been considered.

Note 4. Income Taxes:

   For Federal income tax reporting purposes, the Company's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

   Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the Company's assets and
liabilities. The components of net deferred taxes as of December 31, 1996, and
1997 were as follows:

<TABLE>
<CAPTION>
                                                     December 31, December 31,
                                                         1996         1997
                                                     ------------ ------------
     <S>                                             <C>          <C>
     Deferred income tax assets:
       Net operating loss carryforward..............   $ 5,802       $7,936
       Other liabilities and reserves...............       216          254
       Valuation allowance..........................    (4,776)         --
                                                       -------       ------
         Total deferred income tax assets...........     1,242        8,190
                                                       -------       ------
     Deferred income tax liabilities:
       Unamortized deferred cellular license
        acquisition costs...........................       594          705
       Property and equipment.......................       648          593
                                                       -------       ------
         Total deferred income tax liabilities......     1,242        1,298
                                                       -------       ------
     Net deferred income taxes......................   $   --        $6,892
                                                       =======       ======
</TABLE>

   A valuation allowance of $4,454 as of December 31, 1995 was established
because in the Company's assessment, it was uncertain whether the net deferred
income tax assets would be realized. In addition, because of its continuing
assessment that it was uncertain whether the net deferred income tax assets
would be realized, the Company increased the valuation allowance by $322 to
offset the 1996 net deferred income tax benefit.


                                     F-39
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   In March 1998, Vanguard entered into an agreement to sell the operational
assets of the Company for a cash purchase price of $160,000, subject to
adjustment (Note 7). This transaction is expected to generate substantial
capital gains which will utilize an equivalent amount of Vanguard's
accumulated net operating loss carryforwards. Based on these anticipated
gains, management has assessed that it is more likely than not that the
deferred income tax assets of Vanguard and its subsidiaries, including the
Company, are realizable. Accordingly, for the year ended December 31, 1997,
the Company recognized a net deferred income tax benefit of $6,892 upon
reversal of the valuation allowance on its net deferred income tax assets.

   A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:

<TABLE>
<CAPTION>
                                                  For the Years Ended
                                         --------------------------------------
                                         December 31, December 31, December 31,
                                             1995         1996         1997
                                         ------------ ------------ ------------
     <S>                                 <C>          <C>          <C>
     Amount at statutory Federal rate...    $  57        $(295)      $(1,936)
     Change in valuation allowance......      (63)         322        (4,776)
     Other..............................        6          (27)         (180)
                                            -----        -----       -------
     Income tax benefit.................    $ --         $ --        $(6,892)
                                            =====        =====       =======
</TABLE>

Note 5. Operating Leases:

   The Company leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:

<TABLE>
            <S>                                    <C>
            1998.................................. $  562
            1999..................................    508
            2000..................................    508
            2001..................................    485
            2002..................................    438
            Thereafter............................  4,686
                                                   ------
                                                   $7,187
                                                   ======
</TABLE>

   Rent expense under these leases was $349, $439 and $573, for the years
ended December 31, 1995, 1996 and 1997, respectively.

Note 6. Transactions with Parent and Affiliates:

   At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the Company as security for debt of
Vanguard totaling $569,000.

   Operations Management Agreement

   The Company is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $1,374,
$1,620 and $1,896, for the years ended December 31, 1995, 1996 and 1997,
respectively.

                                     F-40
<PAGE>

               VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


   Services Provided by Vanguard

   Vanguard performs certain services and incurs certain costs for the
Company. Services provided include treasury, human resources, legal, technical
support, data processing, financial accounting, marketing, and other general
corporate services. The costs of the services provided by Vanguard have been
allocated to the Company based upon the Company's annual subscriber
activations and subscriber base as a percentage of Vanguard's total annual
subscriber activations and total subscriber base. Corporate costs of Vanguard
totaling $989, $1,195 and $1,586, have been allocated to the Company for the
years ended December 31, 1995, 1996 and 1997, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the Company are not
necessarily indicative of the costs that would have been incurred if the
Company had performed these functions.

   Other Transactions

   During 1997, the Company added certain engineering and managerial functions
and incurred costs for such functions totaling $700. These services benefited
the Company and other Vanguard markets; however, none of these costs have been
allocated to other markets. These costs are included in general and
administrative expenses in the accompanying statement of operations.

   Employee benefits costs are incurred by Vanguard and are allocated to the
Company based on an overall percentage of salaries expense. Such costs totaled
$267, $322 and $557 for the years ended December 31, 1995, 1996 and 1997,
respectively, and are included in general and administrative expenses in the
accompanying statements of operations. For purposes of these financial
statements, these costs are assumed to be fully funded by the Company and are
included in the Advances from Vanguard in the accompanying balance sheets.

Note 7. Subsequent Event:

   In March 1998, Vanguard reached an agreement with Triton PCS, Inc. to sell
the assets of the Company, including the cellular license for the Myrtle Beach
RSA, for a cash purchase price of approximately $160,000, subject to
adjustment. The consummation of this transaction is subject to receipt of
customary regulatory approvals.

                                     F-41
<PAGE>

                MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                                 BALANCE SHEET
            (Dollar amounts in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                    June 30,
                                                                      1998
                                                                   -----------
                                                                   (Unaudited)
<S>                                                                <C>
                              ASSETS
Current Assets:
  Cash............................................................   $    46
  Accounts receivable, net of allowances for doubtful accounts of
   $461...........................................................     5,487
  Cellular telephone inventories..................................       387
  Prepaid expenses................................................       225
  Deferred income tax asset.......................................     8,671
                                                                     -------
    Total current assets..........................................    14,816
                                                                     -------
Deferred Cellular License Acquisition costs, net of accumulated
 amortization of $3,585...........................................    15,522
                                                                     -------
Property and Equipment, at cost:
  Land............................................................       313
  Cellular telephones held for rental.............................     1,710
  Cellular telephone systems......................................    30,761
  Office furniture and equipment..................................     3,317
                                                                     -------
                                                                      36,101
  Less--Accumulated depreciation..................................    11,739
                                                                     -------
                                                                      24,362
  Construction in progress........................................       330
                                                                     -------
                                                                      24,692
Other assets......................................................       140
                                                                     -------
  Total assets....................................................   $55,170
                                                                     =======
                LIABILITIES AND DIVISIONAL EQUITY
Current Liabilities:
  Accounts payable and accrued expenses...........................   $ 2,509
Deferred income tax liability.....................................     1,181
                                                                     -------
Commitments and Contingencies (Note 5)
  Divisional equity--investments and advances from Vanguard.......    51,480
                                                                     -------
    Total liabilities and divisional equity.......................   $55,170
                                                                     =======
</TABLE>


  The accompanying notes to financial statements are an integral part of this
                                 balance sheet.

                                      F-42
<PAGE>

                MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                            STATEMENTS OF OPERATIONS
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              1997      1998
                                                            --------  --------
                                                               (unaudited)
<S>                                                         <C>       <C>
Revenues:
  Service fees............................................. $ 10,602  $ 13,424
  Cellular telephone equipment revenues....................      457     1,114
                                                            --------  --------
                                                              11,059    14,538
                                                            --------  --------
Costs and Expenses:
  Cost of service..........................................    1,185     1,367
  Cost of cellular telephone equipment.....................      979     1,388
  General and administrative...............................    1,980     2,502
  Marketing and selling....................................    1,664     2,215
  Depreciation and amortization............................    2,023     3,080
  Management fees..........................................      890     1,106
  Corporate costs allocated from Vanguard..................      740       878
                                                            --------  --------
                                                               9,461    12,536
                                                            --------  --------
Income From Operations.....................................    1,598     2,002
Interest Expense...........................................   (3,072)   (3,560)
Other, net.................................................     (334)       (6)
                                                            --------  --------
Income (Loss) Before Income Taxes..........................   (1,808)   (1,564)
Income Tax Benefit (Provision).............................      --        598
                                                            --------  --------
Net Income (Loss).......................................... $ (1,808) $   (966)
                                                            ========  ========
</TABLE>



  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-43
<PAGE>

    MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              1997     1998
                                                            --------  --------
                                                              (unaudited)
<S>                                                         <C>       <C>
Cash Flows From Operating Activities:
 Net loss.................................................. $ (1,808) $  (966)
 Adjustments to reconcile net loss to net cash each used in
  operating activities:
  Depreciation and amortization............................    2,023    3,080
  Deferred income tax benefit..............................      --      (598)
  Changes in current items:
   Accounts receivable, net................................   (1,560)  (2,288)
   Cellular telephone inventories..........................     (260)     139
   Accounts payable and accrued expenses...................      907    1,823
   Other, net..............................................      (44)    (192)
                                                            --------  -------
    Net cash provided by (used in) operating activities....     (742)    (998)
                                                            --------  -------
Cash Flows From Investing Activities:
 Purchases of property and equipment.......................   (4,143)  (1,453)
                                                            --------  -------
Cash Flows From Financing Activities:
 Net increase in advances from Vanguard....................    4,945      499
 Other, net................................................      --      (119)
                                                            --------  -------
    Net cash provided by financing activities..............    4,945      380
                                                            --------  -------
Net Increase (Decrease) in Cash............................       60      (75)
Cash, beginning of period..................................      199      121
                                                            --------  -------
Cash, end of period........................................ $    259  $    46
                                                            ========  =======
Supplemental Disclosure of Cash Paid During the Period for
 Interest, net of amounts capitalized...................... $  3,072  $ 3,560
                                                            ========  =======
</TABLE>


  The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-44
<PAGE>

               MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                         NOTES TO FINANCIAL STATEMENTS
                         (Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

   The Myrtle Beach System (the System) of Vanguard Cellular Systems of South
Carolina, Inc. (the Company), a North Carolina corporation, is a provider of
nonwireline cellular telephone service to the SC-5 (Myrtle Beach) Rural
Service Area (RSA). The Company acquired the Myrtle Beach RSA license in
January 1991 and the cellular system in this market became operational in the
second quarter of 1991. The Company is 100% controlled by Vanguard Cellular
Systems, Inc. (Vanguard) and operates the System under the trade name of
CellularOne(R), which is the trade name many nonwireline carriers have adopted
to provide conformity throughout the industry. Prior to June 1998, the
Company's only operations and net assets were related to the System. During
June 1998, Vanguard transferred certain assets to the Company. Such assets
were not acquired by Triton PCS, Inc. (See Note 7) and are, therefore, not a
part of the System in these financial statements. The accompanying financial
statements and footnotes reflect the historical basis financial position of
the System as of June 30, 1998, immediately prior to its sale to Triton, and
the results of operations for the three and six months ended June 30, 1998 and
1997 and the cash flows of the System for the six months ended June 30, 1997
and 1998.

   The accompanying financial statements present the financial position,
results of operations and cash flows of the System as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
System is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

   Substantially all of the System's assets were pledged under Vanguard's
long-term credit facility prior to sale of the system to Triton PCS, Inc.
Operating and capital expansion funds have been advanced between Vanguard and
the System on an interest bearing basis, with the net amounts of these
transfers reflected in advances from Vanguard in the accompanying balance
sheets. The debt of Vanguard has not been specifically allocated to the
System; however, advances from Vanguard approximate the borrowings of Vanguard
that are attributable to the System. Interest has been charged by Vanguard to
the System on funds advanced to the System as an approximation of the System's
share of Vanguard's consolidated interest cost. Vanguard charges interest to
its subsidiaries based on its consolidated borrowing rates plus 200 basis
points. For the six months ended June 30, 1997 and 1998, the average interest
rate charged to the System by Vanguard was approximately 11%. Total interest
charged, net of amounts capitalized, from Vanguard to the System was $1,568
(unaudited) and $1,791 (unaudited) for the three months ended June 30, 1997
and 1998, respectively; and $3,072 (unaudited) and $3,560 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively.

Note 2. Significant Accounting and Reporting Policies:

   Use of Estimates

   The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the System's financial position
and results of operations. Actual results could differ from those estimates.

   Revenue Recognition

   Service fees are recognized at the time cellular services are provided.
Cellular telephone equipment revenues consist primarily of sales to
subscribers, which are recognized at the time equipment is delivered to the
subscriber, and equipment rentals, which are recognized monthly over the terms
of the rental agreement with the subscriber.

                                     F-45
<PAGE>

               MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


   Cellular Telephone Inventories

   Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

   Deferred Cellular License Acquisition Costs

   The System's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The System amortizes its investment over 40
years. Amortization expense of $121 (unaudited) and $121 (unaudited) was
recorded for three months ended June 30, 1997 and 1998 respectively; and $242
(unaudited) and $242 (unaudited) for the six months ended June 30, 1997 and
1998, respectively.

   Property and Equipment

   Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:

<TABLE>
     <S>                                                              <C>
     Cellular telephones held for rental.............................    3 years
     Cellular telephone systems...................................... 7-20 years
     Office furniture and equipment.................................. 3-10 years
</TABLE>

   At June 30, 1998, construction in progress was composed primarily of the
cost of uncompleted additions to the System's cellular telephone systems. The
System capitalized interest costs of $14 (unaudited) and $7 (unaudited) in the
three-months ended June 30, 1997 and 1998, respectively, and $21 (unaudited)
and $17 (unaudited) for the six months ended June 30, 1997 and 1998,
respectively, as part of the cost of cellular telephone systems.

   During the first quarter of 1998, the System revised its estimate of the
useful life of cellular telephones held for rental from 3 years to 18 months
as more closely approximate its historical experience. This change increased
depreciation expense for the three-months ended June 30, 1998 by approximately
$400 (unaudited) and $800 (unaudited) for the six months ended June 30, 1998.

   Maintenance, repairs and minor renewals are charged to operations as
incurred. Gains or losses at the time of disposition of property and equipment
are reflected in the statements of operations currently.

   Cellular telephones are rented to certain customers generally with a
contract for a minimum length of service. Such customers have the option to
purchase the cellular telephone at any time during the term of the agreement.

   Long-Lived Assets

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", management reviews for the impairment of long-lived
assets and certain identifiable intangibles, whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by management.

                                     F-46
<PAGE>

               MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


   Income Taxes

   The System accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The System is included in the consolidated Federal income tax
return of Vanguard and its subsidiaries. The System records its share of
consolidated Federal income taxes as if the System filed a separate return.

Note 3. Future Cash Flow Requirements:

   The System's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During the six months ended June 30, 1997 and 1998,
the System received $4,945 (unaudited) and $499 (unaudited), respectively, of
these advances.

Note 4. Income Taxes:

   For Federal income tax reporting purposes, the System's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

   Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the System's assets and
liabilities. The components of net deferred taxes as of June 30, 1998 were as
follows:

<TABLE>
<CAPTION>
                                                                      June 30,
                                                                        1998
                                                                     -----------
                                                                     (unaudited)
     <S>                                                             <C>
     Deferred income tax assets:
      Net operating loss carryforward...............................   $8,424
      Other liabilities and reserves................................      247
                                                                       ------
       Total deferred income tax assets.............................    8,671
                                                                       ------
     Deferred income tax liabilities:
      Unamortized deferred cellular license acquisition costs.......      760
      Property and equipment........................................      421
                                                                       ------
       Total deferred income tax liabilities........................    1,181
                                                                       ------
     Net deferred income taxes......................................   $7,490
                                                                       ======
</TABLE>

   Based on substantial capital gains expected to be realized during 1998 by
Vanguard, for the year ended December 31, 1997, the System recognized a net
deferred income tax benefit of $6,892 upon reversal of the

                                     F-47
<PAGE>

               MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

previously provided valuation allowance on its net deferred income tax assets.
For the six months ended June 30, 1998, the System recognized a net deferred
income tax benefit of $598 (unaudited) related to operating losses generated
during the period.

   A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:

<TABLE>
<CAPTION>
                                            For the             For  he
                                       Three Months Ended  Six Months Ended
                                            June 30,           June 30,
                                       --------------------------------------
                                         1997       1998     1997      1998
                                       ---------  -----------------  --------
                                                   (unaudited)
   <S>                                 <C>        <C>      <C>       <C>
   Amount at statutory Federal rate... $    (211) $    135 $   (633) $   (548)
   Change in valuation allowance......       231                692       --
   Other..............................       (20)       13      (59)      (50)
                                       ---------  -------- --------  --------
   Income tax benefit................. $     --   $    148 $    --   $   (598)
                                       =========  ======== ========  ========
</TABLE>

Note 5. Operating Leases:

   The System leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:

<TABLE>
            <S>                                    <C>
            1998.................................. $  562
            1999..................................    508
            2000..................................    508
            2001..................................    485
            2002..................................    438
            Thereafter............................  4,686
                                                   ------
                                                   $7,187
                                                   ======
</TABLE>

   Rent expense under these leases was $127 (unaudited) and $170 (unaudited)
for the three-months ended June 30, 1997 and 1998, respectively; and $254
(unaudited) and $340 (unaudited) for the six months ended June 30, 1998,
respectively.

Note 6. Transactions with Parent and Affiliates:

   At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the System as security for debt of
Vanguard totaling $569,000.

   Operations Management Agreement

   The System is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $612
(unaudited) and $648 (unaudited) for the three months ended June 30, 1997 and
1998, respectively; and $890 (unaudited) and $1,106 (unaudited) for the six
months ended June 30, 1997 and 1998, respectively.

                                     F-48
<PAGE>

               MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


   Services Provided by Vanguard

   Vanguard performs certain services and incurs certain costs for the System.
Services provided include treasury, human resources, legal, technical support,
data processing, financial accounting, marketing, and other general corporate
services. The costs of the services provided by Vanguard have been allocated
to the System based upon the System's annual subscriber activations and
subscriber base as a percentage of Vanguard's total annual subscriber
activations and total subscriber base. Corporate costs of Vanguard totaling
$422 (unaudited), and $438 (unaudited), have been allocated to the System for
the three-months ended June 30, 1997 and 1998, respectively; and $740
(unaudited) and $878 (unaudited) have been allocated to the System for the
six-months ended June 30, 1997 and 1998, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the System are not necessarily
indicative of the costs that would have been incurred if the System had
performed these functions.

   Other Transactions

   During 1997, the System added certain engineering and managerial functions
and incurred costs for such functions totaling $45 (unaudited) and $96
(unaudited) for the three months and six months ended June 30, 1997,
respectively. These services benefited the System and other Vanguard markets;
however, none of these costs has been allocated to other markets. For the
three and six months ended June 30, 1998, such costs totaled approximately $0
(unaudited) and $55 (unaudited), respectively. Those costs are included in
general and administrative expenses in the accompanying statement of
operations.

   Employee benefits costs are incurred by Vanguard and are allocated to the
System based on an overall percentage of salaries expense. Such costs totaled
$131 (unaudited), and $115 (unaudited) for the three months ended June 30,
1997 and 1998, respectively, and $240 (unaudited) and $249 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively, and are included in
general and administrative expenses in the accompanying statements of
operations. For purposes of these financial statements, these costs are
assumed to be fully funded by the System.

Note 7. Sale of System Assets:

   Effective at the close of the business on June 30, 1998, the Company sold
substantially all of the assets of the System to Triton PCS, Inc. for a
purchase price of approximately $162.5 million.

                                     F-49
<PAGE>

                           Triton PCS Holdings Inc.
          Unaudited Pro Forma Condensed Combined Financial Statements

   On June 30, 1998, Triton acquired an existing cellular system which serves
the South Carolina/Georgetown rural service area for a purchase price of
approximately $164.5 million from Vanguard Cellular Systems. The effects of
the acquisition are reflected in Triton's historical balance sheets after that
date. In addition, as Triton recorded the results of operations of the Myrtle
Beach system from the date of acquisition, its combined statement of
operations for the year ended December 31, 1998 includes the actual Myrtle
Beach results, as well as the impact of purchase accounting adjustments for
the six months ended December 31, 1998. The accompanying pro forma statement
of operations reflects Triton's results assuming the Myrtle Beach transaction
had occurred on January 1, 1998. Since the pro forma financial statements are
based upon the financial condition and operating results of the Myrtle Beach
system during periods when they were not under the control or management of
Triton, the information presented may not be indicative of the results which
would have actually been obtained had the acquisition been completed as of
January 1, 1998, nor are they indicative of future financial or operating
results. The unaudited pro forma financial information does not give effect to
any synergies that may occur due to the integration of Triton and the Myrtle
Beach system. The condensed combined pro forma financial statements should be
read in conjunction with the historical audited financial statements of Triton
PCS Holdings, Inc. and the notes thereto, as well as the audited historical
consolidated financial statements of Vanguard Cellular Systems of South
Carolina, Inc. and the notes thereto included elsewhere in this prospectus.

                                     F-50
<PAGE>

                           Triton PCS Holdings, Inc.
         Unaudited Pro Forma Condensed Combined Statement of Operations
                      For the Year Ended December 31, 1998
                        ($000, except per share amounts)

<TABLE>
<CAPTION>
                                Triton PCS      Myrtle     Pro Forma  Pro Forma
                              Holdings, Inc. Beach System Adjustments Combined
                              -------------- ------------ ----------- ---------
<S>                           <C>            <C>          <C>         <C>
Revenues:...................     $ 16,578      $14,538     $     --   $ 31,116
Costs and expenses
  Costs of revenues.........        5,997        2,755           --      8,752
  Operations................       13,045          --            --     13,045
  Marketing and selling.....        1,703        2,215           --      3,918
  General and
   administrative...........        8,570        4,486           --     13,056
  Depreciation and
   amortization.............        6,663        3,080         1,889    11,632
                                 --------      -------     ---------  --------
    Total costs and
     expenses...............       35,978       12,536         1,889    50,403
                                 --------      -------     ---------  --------
Income (loss) from
 operations.................      (19,400)       2,002        (1,889)  (19,287)
Interest expense and other,
 net........................       19,756        3,566         8,361    31,683
                                 --------      -------     ---------  --------
Loss before taxes...........      (39,156)      (1,564)      (10,250)  (50,970)
Tax benefit.................        7,536          598          (598)    7,536
                                 --------      -------     ---------  --------
Net loss....................      (31,620)     $  (966)    $ (10,848)  (43,434)
                                               =======     =========
Accretion of preferred
 stock......................       (6,853)                              (6,853)
                                 --------                             --------
Net loss available to common
 shareholders...............     $(38,473)                            $(50,287)
                                 ========                             ========
Basic and diluted net loss
 per common share...........     $(182.77)                            $(238.89)
                                 ========                             ========
Weighted average common
 shares outstanding (basic
 and diluted)...............      210,501                              210,501
                                 ========                             ========
</TABLE>

                                      F-51
<PAGE>

                           Triton PCS Holdings, Inc.
          Notes to Pro Forma Condensed Combined Financial Statements

   The Myrtle Beach acquisition has been accounted for by the purchase method
and, accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The pro forma adjustments related to the purchase price allocation of the
acquisition represent our best estimate of the effects of the acquisition.

   The pro forma statement of operation adjustments for the year ended
December 31, 1998 consist of:

  .  Pro forma depreciation and amortization expense has been adjusted to
     reflect the amortization of the intangibles recorded in the purchase of
     the Myrtle Beach system and the adjusted depreciation expense related to
     the fixed assets purchased over an estimated useful life of eight years.

  .  Pro forma interest expense includes (1) interest on the Subordinated
     Debt at a rate of 11% per year and (2) interest on the $75.0 million of
     initial borrowings under the Credit Agreement at a rate of 8.5%. The
     impact of a 1/8% change in the interest rate on the Credit Facility
     would increase the pro forma loss of $0.04 million.

  .  The pro forma tax provision has been adjusted to reverse the $598 tax
     benefit recorded by the Myrtle Beach system for the six months ended
     June 30, 1998 as it is directly related to the transaction.

                                     F-52
<PAGE>

   Photo collage showing the following:

      (1) Customer care center employees at customer care stations;
      (2) Cell site;
      (3) Individual talking on a wireless phone;
      (4) SunCom marketing van in front of SunCom retail store;
      (5) Nokia wireless phone; and
      (6) Customer interaction at representative store.

   Triton PCS, AT&T and SunCom logos also displayed.
<PAGE>




                    [LOGO OF TRITON PCS, INC. APPEARS HERE]



<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any jurisdiction where the offer or sale is not permitted.      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[Alternate international cover]
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
                                       Shares
                    [LOGO OF TRITON PCS, INC. APPEARS HERE]
                           Triton PCS Holdings, Inc.
                                  COMMON STOCK

                                  -----------

Triton PCS Holdings, Inc. is offering     shares of its common stock. This is
our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between $
and $  per share.

                                  -----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

                                  -----------

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

                                  -----------

                               PRICE $    A SHARE

                                  -----------

<TABLE>
<CAPTION>
                                                           Underwriting
                                                    Price   Discounts   Proceeds
                                                      to       and         to
                                                    Public Commissions   Triton
                                                    ------ ------------ --------
<S>                                                 <C>    <C>          <C>
Per Share..........................................  $         $          $
Total.............................................. $         $          $
</TABLE>

Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional     shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
complete or truthful. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on      , 1999.

                                  -----------

MORGAN STANLEY DEAN WITTER                                       LEHMAN BROTHERS

SALOMON BROTHERS INTERNATIONAL

               FIRST UNION CAPITAL MARKETS CORP.

                                                               J.P. MORGAN & CO.

       , 1999
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

   The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee and the NASD
filing fee. All of these fees are being paid by Triton.

<TABLE>
   <S>                                                                  <C>
   Registration Fee.................................................... $34,750
   NASD Filing Fee.....................................................  13,000
   Blue Sky Fees and Expenses..........................................       *
   Legal Fees and Expenses.............................................       *
   Accounting Fees and Expenses........................................       *
   Printing and Engraving Fees.........................................       *
   Miscellaneous.......................................................       *
                                                                        -------
   Total............................................................... $     *
                                                                        =======
</TABLE>
--------
   * To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

   The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The restated certificate
of incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personably liable for
monetary damages for breach of a director' s fiduciary duty as a director,
except for liability (i) for any breach of the director' s duty of loyalty to
Triton or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law (which relates to
the unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the restated
certificate of incorporation may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Triton and its stockholders. In addition, pursuant to
the terms of the employment agreements with Messrs. Kalogris and Skinner, we
have purchased directors' and officers' liability insurance coverage for them
in amounts customary for similarly situated companies.

Item 15. Recent Sales of Unregistered Securities

   In October 1997, the Registrant issued to Michael Kalogris and Steven
Skinner 78,494.80 shares and 58,871.10 shares, respectively, of its Common
Stock in connection with the Registrant's formation. The

                                     II-1
<PAGE>

aggregate consideration paid for such securities was $1,373.66. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In February 1998, the Registrant issued to one of its executive officers
3,139.79 shares of its Common Stock in connection with the anticipated closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $31.40. Such securities
were issued pursuant to the exemption set forth in Section 4(2) of the
Securities Act.

   In February 1998, the Registrant issued to AT&T Wireless PCS, Inc. 732,371
shares of its Series A Convertible Preferred Stock and 366,131 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $109,850,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In February 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 1,400,000 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $45.0 million paid at the time of
the transaction and irrevocable commitments to contribute an additional
aggregate $95.0 million to the Registrant over a three-year period. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In February 1998, the Registrant issued to several officers of the
Registrant 196,237 shares of its Common Stock in connection with the closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $1,962.37. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In March 1998, the Registrant issued to one of its institutional
stockholders 80,000 shares of its Series C Convertible Preferred Stock. The
aggregate consideration paid for such securities was $8.0 million. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In May 1998, the Registrant issued to J.P. Morgan Securities Inc., Chase
Securities Inc. and Lehman Brothers Inc. $511,989,000 principal amount at
maturity of 11% Senior Subordinated Discount Notes due 2008. The aggregate
consideration paid for such securities was approximately $291.0 million in net
proceeds. Such securities were issued pursuant to the exemption set forth in
Section 4(2) of the Securities Act.

   In June 1998, the Registrant issued to each of its two independent
directors 707 shares of its Common Stock under its Restated Common Stock Trust
for Management Stockholders and Independent Directors. The aggregate
consideration paid for such securities was $14.14. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

   In June 1998, the Registrant issued to its institutional stockholders an
aggregate of 270,000 shares of its Series C Convertible Preferred Stock in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $27.0 million. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In June 1998, the Registrant issued to its management stockholders and
independent directors 30,846.72 shares of its Common Stock under its Restated
Common Stock Trust for Management Stockholders and Independent Directors in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $308.47. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In December 1998, the Registrant redeemed from two of its institutional
stockholders an aggregate of 35,602 shares of its Series C Convertible
Preferred Stock. The aggregate purchase price paid for such securities was
$3,560,200. The Registrant contemporaneously reissued to its other
institutional stockholders the 35,602

                                     II-2
<PAGE>

shares of its Series C Convertible Preferred Stock. The aggregate
consideration paid for such securities was $3,560,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In December 1998, the Registrant issued to AT&T Wireless PCS Inc.
134,813.49 shares of its Series D Convertible Preferred Stock in connection
with the closing of the Norfolk Acquisition. The aggregate value of such
securities was $13,481,349 and the shares were issued in partial consideration
of AT&T Wireless' sale to the Registrant of personal communications services
licenses and other assets. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

   In December 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 165,186.51 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
Norfolk Acquisition. The aggregate consideration paid for such securities was
$16,518,651. Such securities were issued pursuant to the exemption set forth
in Section 4(2) of the Securities Act.

   In December 1998, the Registrant issued to its management stockholders and
independent directors an aggregate of 25,940.17 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the Norfolk
Acquisition. The aggregate consideration paid for such securities was $259.40.
Such securities were issued pursuant to the exemption set forth in Section
4(2) of the Securities Act.

   In January 1999, the Registrant issued to one of its executive officers
2,684.59 shares of its Common Stock. The aggregate consideration paid for such
securities was $26.85. Such securities were issued pursuant to the exemption
set forth in Section 4(2) of the Securities Act.

   In June 1999 the Registrant issued to AT&T Wireless PCS, Inc. 53,881.64
shares of its Series A Convertible Preferred Stock and 42,738.98 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the License Exchange and Acquisition Agreement.
The aggregate value of such securities was $9,662,062 and the shares were
issued in partial consideration of AT&T Wireless' contribution to the
Registrant of personal communications services licenses. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In June 1999, the Registrant issued to its management stockholders and
independent directors an aggregate of 4,748.78 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the transactions
contemplated by the License Exchange and Acquisition Agreement. The aggregate
consideration paid for such securities was $47.49. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

   In June 1999, the Registrant issued to each of thirteen of its officers
1,842 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $239.46. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.

   In July 1999, the Registrant issued to one of its officers 1,842 shares of
its Common Stock under its Restated Common Stock Trust for Management
Stockholders and Independent Directors. The aggregate consideration paid for
such securities was $18.42. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

   In August 1999, the Registrant issued to four of its officers an aggregate
of 15,500 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $155.00. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.


                                     II-3
<PAGE>

Item 16. Exhibits and Financial Statement Schedules

Exhibit Index

<TABLE>
<CAPTION>
 Exhibit
 -------
 <C>      <S>
    *1.1  Form of Underwriting Agreement
     3.1  Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
     3.2  Amendment to the Restated Certificate of Incorporation of Triton PCS
          Holdings, Inc. dated November 27, 1998.
     3.3  Amendment to the Restated Certificate of Incorporation of Triton PCS
          Holdings, Inc. dated May 28, 1999.
     3.4  Amended and Restated Bylaws of Triton PCS Holdings, Inc.
    *4.1  Specimen Common Stock Certificate
    *5.1  Opinion of Dow Lohnes & Albertson, pllc regarding the validity of the
          common stock.
  **10.1  Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
          Guarantors party thereto and PNC Bank, National Association.
 ***10.2  First Supplemental Indenture, dated as of March 30, 1999, to the
          Indenture dated as of May 4, 1998
  **10.3  Credit Agreement, dated as of February 3, 1998 (the "Credit
          Agreement"), among Triton PCS, Inc., Triton PCS Holdings, Inc., the
          Lenders (as defined therein) party thereto, and The Chase Manhattan
          Bank, as administrative agent.
  **10.4  First Amendment, Consent and Waiver, dated as of April 16, 1998, to
          the Credit Agreement
  **10.5  Second Amendment, dated as of July 29, 1998, to the Credit Agreement
 ***10.6  Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
  **10.7  Securities Purchase Agreement, dated as of October 8, 1997, (the
          "Securities Purchase Agreement") among AT&T Wireless PCS, Inc., the
          cash equity investors listed on the signature pages thereto, the
          management stockholders listed on the signature pages thereto and
          Triton PCS, Inc., now known as Triton PCS Holdings, Inc.
  **10.8  Amendment No. 1 to Securities Purchase Agreement, dated as of March
          10, 1998.
  **10.9  Closing Agreement, dated as of February 4, 1998, among AT&T Wireless
          PCS, Inc., the cash equity investors listed on the signature pages
          thereto, the management stockholders listed on the signature pages
          thereto, and Triton PCS Holdings, Inc.
  **10.10 Asset Purchase Agreement, dated as of March 10, 1998, between Triton
          PCS, Inc. and Vanguard Cellular Systems of South Carolina, Inc.
  **10.11 Preferred Stock Purchase Agreement by and among Cash Equity
          Investors, Management Stockholders, Independent Directors, and Triton
          PCS Holdings, Inc. dated as of June 29, 1998.
   *10.12 License Exchange and Acquisition Agreement dated as of June 8, 1999
          by and among Triton PCS Holdings, Inc., Triton PCS License Company
          L.L.C., and AT&T Wireless PCS, Inc.
   *10.13 Preferred Stock Repurchase and Issuance Agreement, dated as of
          December 7, 1998 by and among J.P. Morgan Investment Corporation,
          Sixty Wall Street SBIC Fund, L.P., the investors listed as cash
          equity investors on the signature pages thereto, Triton PCS Holdings,
          Inc., and certain of Triton PCS Holdings, Inc.'s other stockholders
          listed on the signature pages thereto.
   *10.14 Norfolk Preferred Stock Purchase Agreement, dated as of December 31,
          1998 by and among the cash equity investors listed on Schedule I
          thereto, the management stockholders listed on Schedule II thereto,
          the independent directors listed on Schedule III thereto, and Triton
          PCS Holdings, Inc.
  **10.15 AT&T Wireless Services Network Membership License Agreement, dated as
          of February 4, 1998, between AT&T Corp. and Triton PCS Operating
          Company L.L.C.
   *10.16 Amendment No. 1 to AT&T Wireless Services Network Membership License
          Agreement, dated as of December 31, 1998, between AT&T Corp. and
          Triton PCS Operating Company L.L.C.
   *10.17 Amendment No. 2 to AT&T Wireless Services Network Membership License
          Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton
          PCS Operating Company L.L.C.
  **10.18 Stockholders Agreement, dated as of February 4, 1998, among AT&T
          Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
          L.P., J.P. Morgan Investment Corporation, Sixty Wall
</TABLE>

                                      II-4
<PAGE>

<TABLE>
 <C>       <S>
           Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
           linked Investors-II, Toronto Dominion Capital (USA), Inc., First
           Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, Patricia
           Gallagher and David Standig.t
    *10.19 Amendment No. 1 to Stockholders Agreement, dated as of December 31,
           1998, among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
           Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty
           Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P.,
           Equity-linked Investors-II, Toronto Dominion Capital (USA), Inc.,
           First Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
           Standig, Michael Mears, Michael E. Kalogris, as Trustee under
           Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated June 26, 1998, Scott
           Anderson and John Beletic.
    *10.20 Amendment No. 2 to Stockholders Agreement, dated as of June 8, 1999,
           among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital
           Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
           Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
           linked Investors-II, Toronto Dominion Capital (USA), Inc., First
           Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
           Standig, Michael Mears, Michael E. Kalogris, as Trustee under
           Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated June 26, 1998, Scott
           Anderson and John Beletic.
   **10.21 Investors Stockholders' Agreement, dated as of February 4, 1998,
           among CB Capital Investors, L.P., J.P. Morgan Investment
           Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
           Investors III, L.P., Equity-Linked Investors-II, Toronto Dominion
           Capital (USA), Inc., DAG-Triton PCS, L.P., First Union Capital
           Partners, Inc., and the stockholders named therein.
   **10.22 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
           between AT&T Wireless Services, Inc. and Triton PCS Operating
           Company L.L.C.
    *10.23 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as
           of December 31, 1998, between AT&T Wireless Services, Inc. and
           Triton PCS Operating Company L.L.C.
    *10.24 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as
           of June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
           Operating Company L.L.C.
 **++10.25 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
           Triton Equipment Company L.L.C. and Ericsson, Inc.
 ++++10.26 First Addendum to Acquisition Agreement, dated as of May 24, 1999,
           between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
   **10.27 Employment Agreement, dated as of February 4, 1998, among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
           Kalogris.
   **10.28 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.
   **10.29 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.
   **10.30 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.
   **10.31 Employment Agreement, dated as of January 8, 1998, between Triton
           Management Company and Clyde Smith.
   **10.32 Employment Agreement, dated as of February 4, 1998, between Triton
           Management Company and Steven R. Skinner.
   **10.33 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
           among Triton Management Company, Inc., Triton PCS Holdings, Inc.,
           and Steven R. Skinner.
   **10.34 Amendment No. 2 to the Employment Agreement by and among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
           Skinner, dated December 1998.
   **10.35 Amendment No. 3 to the Employment Agreement by and among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
           Skinner, dated June 8, 1999.
</TABLE>

                                      II-5
<PAGE>

<TABLE>
 <C>       <S>
   **10.36 Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated as of June 26, 1998.
   **10.37 Form of Pledge Agreement, dated as of February 4, 1998, between
           certain shareholders and Triton PCS, Inc. Each of (a) Michael E.
           Kalogris, (b) Steven R. Skinner, (c) Sixty Wall Street SBIC Fund,
           L.P., (d) CB Capital Investors, L.P., (e) J.P. Morgan Investment
           Corporation, (f) DAG-Triton PCS, L.P., (g) First Union Capital
           Partners, Inc., (h) Toronto Dominion Capital (USA), Inc. and
           (i) Private Equity Investors III, L.P., are party to separate Pledge
           Agreements. The terms of each Pledge Agreement are identical other
           than (1) the shareholder party thereto and (2) the number of shares
           of stock held by such shareholder and, therefore, the number of
           shares subject to the applicable Pledge Agreement.
 **++10.38 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
           Triton PCS Property Company L.L.C. and AT&T Corp.
   **10.39 Independent Director Stock Award Plan adopted as of February 4,
           1998.
   **10.40 Asset Purchase Agreement dated as of August 20, 1998 between Triton
           PCS Holdings, Inc. and AT&T Wireless PCS, Inc.
   **10.41 Asset Purchase Agreement, dated as of July 13, 1999, among Triton
           PCS Operating Company, L.L.C., Triton PCS Property Company L.L.C.
           and American Tower, L.P.
   **10.42 Form of Stockholders Letter Agreement for management employees.
   **10.43 Form of Stockholders Letter Agreement for independent directors.
   **10.44 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan.
 ****16.1  Letter from KPMG, LLP.
     21.1  Subsidiaries of Triton PCS Holdings, Inc.
    *23.1  Consent of Dow, Lohnes & Albertson, PLLC (included in their opinion
           filed as Exhibit 5.1).
     23.2  Consent of KPMG LLP.
     23.3  Consent of Arthur Andersen LLP.
     24.1  Power of Attorney (set forth on the signature page of this
           registration statement).
     27.1  Financial Data Schedule
</TABLE>
--------
   * To be filed by amendment.
   ** Previously filed with the registration statement on Form S-4 of Triton
PCS, Inc. and its subsidiaries, dated October 1, 1998, or pre-effective or
post-effective amendments thereto and incorporated herein by reference.
   *** Previously filed with the Form 10-Q of Triton PCS, Inc. and its
subsidiaries for the period ended March 31, 1999 and incorporated herein by
reference.
   **** Previously filed with the Current Report on Form 8-K, dated July 22,
1999, of Triton PCS, Inc. and its subsidiaries.
   ++ Portions of this exhibit have been omitted under an SEC order granting
confidential treatment under the Securities Act.
   ++++ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment, and the omitted portions have been filed separately
with the Securities and Exchange Commission,

Financial Statement Schedule

                       VALUATION AND QUALIFYING ACCOUNTS
                                   ($000's)

<TABLE>
<CAPTION>
                                               Deductions
                                    Additions   credited
                         Balance at charged to     to         Add      Balance
                         Beginning   cost and  costs and  Myrtle Beach at end
                          of year    expenses   expenses  acquisitions  year
                         ---------- ---------- ---------- ------------ -------
<S>                      <C>        <C>        <C>        <C>          <C>
Year ended December 31,
 1997...................    --          --         --          --         --
Allowance for doubtful
 accounts...............    --          --         --          --         --
Year ended December 31,
 1998...................    --          --         --          --         --
Allowance for doubtful
 accounts...............    --         $636       $480        $915     $1,071
</TABLE>

                                     II-6
<PAGE>

Item 17. Undertakings

   The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit paid by
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against the Registrant
by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

   The undersigned Registrant hereby undertakes that:

     1. For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as a part of this
  Registration Statement in reliance upon Rule 430A and contained in the form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed part of this Registration
  Statement as of the time it was declared effective.

     2. For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus shall
  be deemed to be a new Registration Statement relating to the securities
  offered therein, and the offering of such securities at such time shall be
  deemed to be the initial bona fide offering thereof.

                                     II-7
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania, on August 13, 1999.

                                          Triton PCS Holdings, Inc.

                                                  /s/ Michael Kalogris
                                          By: _________________________________
                                                      Michael Kalogris
                                                Chief Executive Officer and
                                                  Chairman of the Board of
                                                         Directors

                               POWER OF ATTORNEY

   Triton PCS Holdings, Inc., a Delaware corporation, and each person whose
signature appears below constitutes and appoints Michael Kalogris and David
Clark, and either of them, with full power to act without the others, such
person's true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including, without limitation, post-effective amendments and any
subsequent registration statement filed pursuant to Rule 462(b) or Rule 462(d)
under the Securities Act of 1933, as amended), and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
       /s/ Michael Kalogris            Chief Executive Officer      August 13, 1999
______________________________________  and Chairman of the Board
           Michael Kalogris             of Directors (Principal
                                        Executive Officer)

        /s/ Steven Skinner             President, Chief Operating   August 13, 1999
______________________________________  Officer and Director
            Steven Skinner

        /s/ David D. Clark             Senior Vice President,       August 13, 1999
______________________________________  Chief Financial Officer
            David D. Clark              and Secretary (Principal
                                        Financial Officer)
</TABLE>

                                     II-8
<PAGE>


<TABLE>
<S>                                    <C>                        <C>
    /s/  William A. Robinson           Vice President and           August 13, 1999
______________________________________  Controller (Principal
         William A. Robinson            Accounting Officer)

       /s/  Scott Anderson             Director                     August 13, 1999
______________________________________
            Scott Anderson

        /s/  John Beletic              Director                     August 13, 1999
______________________________________
             John Beletic

       /s/  Arnold Chavkin             Director                     August 13, 1999
______________________________________
            Arnold Chavkin

      /s/  Mary Hawkins-Key            Director                     August 13, 1999
______________________________________
           Mary Hawkins-Key

        /s/  John Watkins              Director                     August 13, 1999
______________________________________
             John Watkins
</TABLE>

                                      II-9
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 581314}]
{"company-data": {"conformed-name": "TRITON PCS HOLDINGS INC", "cik": "0001091973", "assigned-sic": "4812", "irs-number": "232974475"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-85149", "film-number": "99688451"}, "business-address": {"street1": "375 TECHNOLOGY DRIVE", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6106515900"}, "mail-address": {"street1": "375 TECHNOLOGY DRIVE", "city": "MALVERN", "state": "PA", "zip": "19355"}}
As filed with the Securities and Exchange Commission on August 13, 1999
                                                     Registration No. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                --------------

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                --------------

                           TRITON PCS HOLDINGS, INC.
            (Exact name of Registrant as specified in its charter)

        Delaware                     4812                    23-2974475
     (State or other           (Primary Standard            (IRS Employer
      jurisdiction                Industrial           Identification Number)
   of incorporation or       Classification Code)
      organization)

                             375 Technology Drive
                          Malvern, Pennsylvania 19355
                                (610) 651-5900
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                --------------

                                David D. Clark
               Chief Financial Officer and Senior Vice President
                           Triton PCS Holdings, Inc.
                             375 Technology Drive
                          Malvern, Pennsylvania 19355
                                (610) 651-5900
  (Address, including zip code, and telephone number, including area code, of
                              agent for service)

                                  Copies to:

     Leonard J. Baxt          William A. Robinson             Alan Dean
    John W. McNamara         Triton PCS Holdings,       Davis Polk & Wardwell
Dow, Lohnes & Albertson,             Inc.               450 Lexington Avenue
          PLLC               375 Technology Drive     New York, New York 10017
1200 New Hampshire Ave.,     Malvern, Pennsylvania         (212) 450-4000
          N.W.                       19355
 Washington, D.C. 20036         (610) 651-5900
     (202) 776-2000

                                --------------

   Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

   If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                --------------

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Proposed       Amount of
    Title of Each Class of Securities To Be     Maximum Aggregate Registration
                  Registered                    Offering Price(1)     Fee
------------------------------------------------------------------------------
Common Stock, par value $0.01 per share.......    $125,000,000     $34,750(2)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(1) A portion of the proposed maximum aggregate offering price represents
    shares that are to be offered outside of the United States but that may be
    resold from time to time in the United States.
(2) Estimated solely for the purpose of computing the amount of the
    registration fee pursuant to Rule 457 under the Securities Act of 1933.

                                --------------

   The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Explanatory Note

   This registration statement contains two separate prospectuses. The first
prospectus relates to a public offering in the United States and Canada of an
aggregate of     shares of common stock. The second prospectus relates to a
concurrent offering outside the United States and Canada of an aggregate of
    shares of common stock. The prospectuses for each of the U.S. offering and
the international offering will be identical with the exception of an
alternate front cover page for the international offering. This alternate page
appears in this registration statement immediately following the complete
prospectus for the U.S. offering.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any jurisdiction where the offer or sale is not permitted.      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
                                       Shares
                    [LOGO OG TRITON PCS, INC. APPEARS HERE]
                           Triton PCS Holdings, Inc.
                                  COMMON STOCK

                                  -----------

Triton PCS Holdings, Inc. is offering        shares of its common stock. This
is our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between
$    and $    per share.

                                  -----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

                                  -----------

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

                                  -----------

                               PRICE $    A SHARE

                                  -----------
Underwriting
                                                    Price   Discounts   Proceeds
                                                      to       and         to
                                                    Public Commissions   Triton
                                                    ------ ------------ --------
Per Share..........................................  $         $          $
Total.............................................. $         $          $
Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional     shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on        , 1999.

                                  -----------

MORGAN STANLEY DEAN WITTER                                       LEHMAN BROTHERS

SALOMON SMITH BARNEY

               FIRST UNION CAPITAL MARKETS CORP.

                                                               J.P. MORGAN & CO.

       , 1999
Map showing Triton PCS and AT&T wireless networks in Southeastern U.S.

   Triton and AT&T covered markets shaded in appropriate regions.

   Description of Triton network and covered markets includes the following
highlights:

      (1) 13 million covered potential customers;
      (2) 3 state covered region and Northeast Georgia and Tennessee;
      (3) Numerous resort and vacation destinations;
      (4) Contiguous to three of AT&T's major markets;
      (5) Average population growth higher than the national average; and
      (6) Population density 87% above the national average

   Triton PCS, AT&T and SunCom logos also displayed.
TABLE OF CONTENTS
Page
                                                                            ----
Prospectus Summary.........................................................   1
Risk Factors...............................................................   7
Special Note Regarding Forward-Looking Statements..........................  17
Use of Proceeds............................................................  18
Dividend Policy............................................................  18
Capitalization.............................................................  19
Dilution...................................................................  20
Selected Historical Consolidated Financial
 Data......................................................................  21
Management's Discussion and Analysis of
 Financial Condition and Results of
 Operations................................................................  23
Business...................................................................  33
The Wireless Communications Industry.......................................  47
Page
                                                                           ----
Management................................................................  54
Principal Stockholders....................................................  61
Certain Relationships and Related Transactions............................  63
Description of Certain Indebtedness.......................................  72
Description of Capital Stock..............................................  76
Certain United States Federal Tax Considerations to Non-U.S. Holders......  81
Shares Eligible for Future Sale...........................................  85
Underwriters..............................................................  86
Legal Matters.............................................................  89
Experts...................................................................  89
Change in Accountants.....................................................  89
Available Information.....................................................  89
Index to Financial Statements............................................. F-1
----------------

   We are a Delaware corporation. Our principal executive offices are located
at 375 Technology Drive, Malvern, Pennsylvania 19355, and our telephone number
at that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our website is not part of this
prospectus.

   In this prospectus, the terms Triton, we, us and our refer to Triton PCS
Holdings, Inc. and its direct and indirect wholly owned subsidiaries
collectively, unless the context requires otherwise, and common stock refers to
the common stock, par value $0.01 per share, of Triton. The term AT&T refers to
AT&T Corp. and its direct and indirect wholly owned subsidiaries collectively.

   You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
which is contained in this prospectus. We are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or of any sale of the common stock.

   Until       , 1999, 25 days after the commencement of this offering, all
dealers that buy, sell or trade in our common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PROSPECTUS SUMMARY

   This summary highlights information about Triton and the common stock
offered by this prospectus. It does not contain all of the information that is
important to you. You should read this summary together with the more detailed
information and our financial statements and notes appearing elsewhere in this
prospectus. You should carefully consider, among other things, the matters set
forth in "Risk Factors."

                                     Triton

   We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton. Since
that time, we have expanded our coverage area to include an additional two
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets, which
collectively cover a population of more than 27 million individuals. Our market
location is attractive as we are the preferred provider of wireless mobility
services to AT&T's digital wireless customers who roam into our markets. Our
strategy is to provide extensive coverage to customers within our region, to
offer our customers coast-to-coast coverage and to benefit from roaming
revenues generated by AT&T's and other carriers' wireless customers who roam
into our covered area. Our management team is led by Michael Kalogris and
Steven Skinner, the former Chief Executive Officer and Chief Operating Officer
of Horizon Cellular Group, respectively.

   Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched personal
communications services in 15 markets. We are now able to provide service to
over 8.7 million individuals, or 67% of our potential customers. Our network in
these 15 markets includes 660 cell sites and four switches. Since we began
offering services in these 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have grown
dramatically. From January 1999 to June 1999, our subscriber base grew from
33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from approximately 0.7 million minutes per month to
approximately 11.4 million minutes per month.

   We are in the process of completing our Phase II network build-out. Phase II
of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase III
to be completed by year-end 2001 and to add approximately 1,050 cell sites and
two switches to our network. Upon completion of Phase III, we will be able to
provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

   Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates which are higher
than the national average, population densities which are 87% greater

                                       1
than the national average, high household incomes and favorable business
climates. These markets include both major population centers and resort
destinations as shown in the table below:
Virginia             North Carolina           South Carolina           Georgia
      --------             --------------           --------------           -------
Norfolk               Asheville                Charleston              Athens
      Richmond              Fayetteville             Greenville              Augusta
      Roanoke               Outer Banks              Hilton Head             Savannah
      Virginia Beach        Wilmington               Myrtle Beach
Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including a network of 42 company-owned retail stores,
over 150 indirect outlets, including nationally recognized retailers such as
Circuit City, Office Depot, Staples and Best Buy, and approximately 60 direct
sales representatives covering corporate accounts. We currently plan to add
approximately 46 additional company-owned retail stores in 1999.

   We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other Members
of the AT&T Wireless Network, TeleCorp PCS, Inc. and Tritel PCS, Inc., to
operate with those affiliates under a common regional brand name, SunCom,
throughout an area covering approximately 43 million potential customers
primarily in the south-central and southeastern United States. We believe this
arrangement will allow us to establish a strong regional brand name within our
markets.

Strategic Alliance with AT&T

   One of our most important competitive advantages is our strategic alliance
with AT&T, the largest provider of wireless communications services in the
United States. As part of its strategy to rapidly expand its digital wireless
coverage in the United States, AT&T has focused on constructing its own network
and making strategic acquisitions in selected cities, as well as entering into
agreements with four independent wireless operators, including Triton, to
construct and operate personal communications services networks in other
markets.

   Our strategic alliance with AT&T provides us with many business, operational
and marketing advantages. Some of these advantages include:

  . Recognized Brand Name. We market our wireless services to our potential
    customers giving equal emphasis to the SunCom and AT&T brand names and
    logos. We believe that association with the AT&T brand name significantly
    increases the likelihood that potential customers will purchase our
    wireless communications services.

  . Preferred Roaming Partner. We are the preferred roaming partner for
    AT&T's digital wireless customers who roam into our coverage area. We
    expect to benefit from growth in roaming traffic as AT&T's digital
    wireless customers, particularly those in Washington, D.C., Charlotte,
    North Carolina and Atlanta, Georgia, travel into our markets.

  .  Coverage Across the Nation. Our customers have access to coast-to-coast
     coverage through our agreements with AT&T, other Members of the AT&T
     Wireless Network and other third-party roaming partners. We believe this
     coast-to-coast coverage provides a significant advantage over our
     personal communications services competitors in our markets and allows
     us to offer competitive pricing plans, including national rate plans.

                                       2
Competitive Strengths

   In addition to the advantages provided by our strategic alliance with AT&T,
we have a number of competitive strengths. These strengths include the
following:

  .  Superior Technology. We are building our personal communications
     services network using time division multiple access digital technology.
     This technology is also used by AT&T, and, therefore, our network is
     compatible with AT&T's network and with other time division multiple
     access digital technology networks. This technology allows wireless
     communications service providers to offer enhanced features, longer
     battery life, higher network quality, improved in-building penetration
     and greater network capacity relative to analog cellular service.

  .  Experienced Management. Our senior management team has an average of 11
     years of experience in the wireless communications industry with
     companies such as AT&T, Bell Atlantic Mobile Systems, Horizon Cellular
     and ALLTEL Communications Inc.

  .  Contiguous Service Area. We operate in a contiguous service area which
     allows us to cost effectively offer large regional calling areas,
     generate operational cost savings and route a large number of minutes
     through our network, thereby reducing interconnect costs for access to
     other networks.

  .  Strong Capital Base. Following the completion of this offering, our
     business plan will be fully funded with capital of approximately $1.4
     billion.

Business Strategy

   Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

  .  Operate a Superior, High Quality Network. We are committed to making the
     capital investment required to develop and operate a superior, high
     quality network. Our network, when complete, will include approximately
     2,300 cell sites and eight switches and span approximately 18,000
     highway miles. We believe this network will enable us to provide
     extensive coverage within our region and consistent quality performance,
     resulting in a high level of customer satisfaction.

  .  Provide Superior Coast-to-Coast and In-Market Coverage. Our market
     research indicates that scope and quality of coverage are extremely
     important to customers in their choice of a wireless service provider.
     Through the use of multi-mode handsets, we offer our customers a large
     in-market licensed area and coast-to-coast roaming, providing them with
     reliable, quality service.

  .  Provide Enhanced Value at Low Cost. We offer our customers advanced
     services and features at competitive prices. We include usage-enhancing
     features such as call waiting, voice mail, three-way conference calling
     and short message service in our basic packages. We believe we can offer
     competitive services because of the cost advantages provided by our
     agreements with AT&T and the other SunCom companies, the cost-effective
     characteristics of time division multiple access digital technology and
     our centralized administrative functions and efficient distribution.

  .  Deliver Quality Customer Service. We believe that superior customer
     service is a critical element in attracting and retaining customers. Our
     administrative systems operate on a standardized application interface,
     which allows us to deploy best of breed software packages. In addition,
     our point-of-sale activation process is designed to ensure quick and
     easy service initiation, including customer qualification. We also
     emphasize proactive and responsive customer care, including rapid call-
     answer times, welcome packages and anniversary calls. We currently
     operate state-of-the-art customer care facilities in Richmond, Virginia
     and Charleston, South Carolina that house our customer service and
     collections personnel.

                                       3
THE OFFERING
Common stock offered in:
  United States offering........................      shares
  International offering........................      shares
                                                 ----
    Total:......................................      shares
                                                 ====

Common stock to be outstanding after the
 offering.......................................      shares

Over-allotment option...........................      shares

Use of proceeds................................. We expect to use the net
                                                 proceeds from the offering for
                                                 general corporate purposes,
                                                 including capital expenditures
                                                 in connection with the
                                                 expansion of our personal
                                                 communications services
                                                 network, sales and marketing
                                                 activities and working capital.
                                                 See "Use of Proceeds."

Dividend policy................................. We have not paid any dividends
                                                 on our common stock and do not
                                                 intend to pay dividends on our
                                                 common stock in the foreseeable
                                                 future. See "Dividend Policy."

Proposed Nasdaq National Market symbol.......... TPCS
--------

   Unless we specifically state otherwise, the information in this prospectus
does not take into account the sale of up to     shares of common stock which
the underwriters have the option to purchase from Triton to cover over-
allotments.

   The number of shares of our common stock that will be outstanding
immediately after the offering listed above includes 1,915,186 shares of common
stock that are expected to be issued in connection with the offering upon the
conversion of all of the outstanding shares of our Series C preferred stock.
However, the number of shares listed above does not include 543,683 shares of
common stock that are issuable upon conversion of all of the outstanding shares
of our Series D preferred stock and shares of common stock that may ultimately
be issued upon conversion of the outstanding shares of our Series A preferred
stock, which are not available for conversion until 2006.

                                       4
SUMMARY FINANCIAL DATA

   The following tables present summary financial data derived from the audited
combined financial statements of Triton and its predecessor company for the
period from March 6, 1997 through December 31, 1997, and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.
March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, --------------------
                                   1997          1998       1998       1999
                               ------------- ------------ ---------  ---------
                                   (in thousands, except per share data)
Statement of Operations Data:
Revenues:
  Service revenues...........       --        $  11,172      --      $  17,662
  Roaming revenues...........       --            4,651      --         12,953
  Equipment revenues.........       --              755      --          7,627
                                  -------     ---------   ---------  ---------
    Total revenues...........       --           16,578      --         38,242
                                  -------     ---------   ---------  ---------
Costs and expenses:
  Costs of services and
   equipment.................       --            5,997      --         27,625
  Operations.................       --           13,045   $   1,444     11,023
  Sales and marketing........       --            1,703      --         20,562
  General and
   administrative............     $ 2,736         8,570       3,709     10,653
  Depreciation and
   amortization..............           5         6,663       1,114     15,969
                                  -------     ---------   ---------  ---------
    Total operating
     expenses................       2,741        35,978       6,267     85,832
                                  -------     ---------   ---------  ---------
Loss from operations.........      (2,741)      (19,400)     (6,267)   (47,590)
Interest expense.............      (1,228)      (30,391)     (9,872)   (18,847)
Interest and other income....           8        10,635       2,739      2,652
                                  -------     ---------   ---------  ---------
Loss before income taxes.....      (3,961)      (39,156)    (13,400)   (63,785)
Income tax benefit...........       --            7,536       6,803     --
                                  -------     ---------   ---------  ---------
Net loss.....................     $(3,961)    $ (31,620)  $  (6,597) $ (63,785)
Accretion on preferred
 stock.......................       --           (6,853)     (2,977)    (4,149)
                                  -------     ---------   ---------  ---------
Net loss available to common
 stockholders................     $(3,961)    $ (38,473)  $  (9,574) $ (67,934)
                                  =======     =========   =========  =========
Unaudited pro forma basic and
 diluted net loss per common
 share.......................                 $  (23.26)  $   (7.27) $  (31.10)
                                              =========   =========  =========
Unaudited pro forma weighted
 average common shares
 outstanding.................                 1,654,104   1,316,498  2,184,224
                                              =========   =========  =========
5
As of June 30, 1999
                                                         -----------------------
                                                          Actual  As Adjusted(1)
                                                         -------- --------------
                                                             (in thousands)
                                                         -----------------------
Balance Sheet Data:
Cash and cash equivalents............................... $  9,250
Working capital.........................................   40,646
Property, plant and equipment, net......................  293,706
Total assets............................................  701,135
Long-term debt and capital lease obligations............  483,574
Redeemable preferred stock..............................   89,627
Shareholders' equity....................................   70,912
March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, -------------------
                                   1997          1998       1998      1999
                               ------------- ------------ --------  ---------
Other Operating Data:
Subscribers (end of period)...        --         33,844        --      78,364
Launched potential customers
 (end of period)..............        --        248,000        --   8,700,000
EBITDA(2) (in thousands)......    $(2,736)     $(12,737)  $ (5,153) $ (31,621)
Cash flows (in thousands)
 from:
  Operating activities........    $(1,077)     $ (4,130)  $   (188) $ (49,575)
  Investing activities........       (478)     (372,372)  (172,229)  (124,108)
  Financing activities........     12,917       511,312    422,563     36,761
--------
(1) The as adjusted financial information has been adjusted to give effect to
    (a) the conversion of all outstanding Series C preferred stock into shares
    of common stock upon closing of this offering and (b) the issuance of the
    common stock to be issued upon closing of the offering.

(2) "EBITDA" is defined as operating loss plus depreciation and amortization
    expense. EBITDA is a key financial measure but should not be construed as
    an alternative to operating income or cash flows from operating activities,
    as determined in accordance with generally accepted accounting principles.
    We believe that EBITDA is a standard measure commonly reported and widely
    used by analysts and investors in the wireless communications industry.
    However, our method of computation may or may not be comparable to other
    similarly titled measures of other companies.

                                       6
RISK FACTORS

   In addition to the other information in this prospectus, you should
carefully consider the following risks before making an investment decision.
The trading price of our common stock could decline due to any of these risks,
and you could lose all or a part of your investment.

We expect to continue to incur operating losses.

   We have a history of operating losses and expect to continue to incur
operating losses and to generate negative cash flow from operating activities
during the next several years while we develop and construct our personal
communications services network and build our customer base. Now that we have
completed Phase I of our network build-out, our operating profitability will
depend on our ability to:

  .  market our services successfully;

  .  achieve our projected market penetration;

  .  manage customer turnover rates effectively;

  .  price our services competitively; and

  .  complete Phases II and III of our network build-out.

   We may not be able to successfully accomplish these tasks, and if we do
not, we may not be able to achieve operating profitability.

We may not be able to successfully complete our personal communications
services network.

   In order for us to complete our personal communications services network
and to provide our wireless communications services to customers throughout
our licensed area, we must successfully:

  .  lease or otherwise obtain rights to a sufficient number of cell and
     switch sites;

  .  expand our information systems; and

  .  complete the purchase and installation of equipment, build out the
     physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should
there be delays or other problems. We could lose our FCC licenses if we fail
to build out a specified percentage of our network within various time limits.
See "--We are dependent on our FCC licenses, and our business could be harmed
by adverse regulatory changes" and "The Wireless Communications Industry--
Regulation."

   Site Acquisition. Successful implementation of Phases II and III of our
network build-out depends, to a significant degree, upon our ability to lease
or otherwise obtain rights to cell sites for the location of our base station
equipment. In many cases, we may need to obtain zoning variances or other
local governmental or third-party approvals or permits. In addition, changes
to our radio frequency design as a result of difficulties in the site

                                       7
acquisition process could have a negative impact on our ability to complete
the build-out of our network in a timely fashion. Our inability to lease or
otherwise obtain rights to the cell sites we require under our radio frequency
design or to obtain the requisite zoning and other local approvals in a timely
and cost effective manner could have a material adverse effect on our
business.

   Information Systems. Successful implementation and launch of Phases II and
III of our network build-out depend on our ability to expand our existing
customer service, network management and billing systems. Any failure to
expand our information systems on schedule will have an adverse effect on our
ability to commence commercial operations of personal communications services
in additional coverage areas in our network.

   Commencement of Operations. Our schedule for the commencement of operations
beyond Phase I is aggressive. Before we commence operations in a geographic
area, we will need to, among other things, purchase and install network
equipment, build out the physical infrastructure and test the network. We
intend to continue installing a sophisticated, state-of-the-art network
requiring adherence to a strict build-out design; therefore, we may experience
system and construction delays prior to achieving full operation. Any delay in
full operation of our network could have a material adverse effect on our
financial condition and results of operations.

Our success is dependent upon the success of AT&T's wireless strategy.

   Our results of operations are highly dependent on our relationship with
AT&T and the success of its wireless strategy. AT&T is subject, to varying
degrees, to the economic, administrative, logistical and other risks set forth
in this prospectus. Because we market our products under the AT&T brand name,
our results of operations could be adversely affected if AT&T's reputation as
a wireless provider declines.

Our results of operations are dependent upon our agreements with AT&T.

   Our results of operations are dependent upon agreements we have entered
into with AT&T in several ways:

  .  We market our products using equal emphasis co-branding with AT&T in
     accordance with a license agreement with AT&T, which we believe provides
     us with significant marketing advantages. The license agreement has an
     initial five-year term expiring February 2003 and may be terminated if
     we fail to comply with any of its material provisions.

  .  Most of our roaming revenues have historically been derived from AT&T's
     wireless customers traveling through our areas. Our roaming agreement
     with AT&T contemplates that the roaming rate charges to AT&T for AT&T's
     customers roaming onto our network will decline over the next several
     years and may be renegotiated. The roaming agreement has a 20-year term
     and may be terminated by AT&T if we breach any of its material
     provisions.

   AT&T may also terminate the license and roaming agreements in the event of
specified acquisitions or mergers. See "Certain Relationships and Related
Transactions--The AT&T Agreements."

   The various agreements we have entered into with AT&T contain requirements
regarding the construction of our network, and, in many instances these
requirements are more stringent than those imposed by the FCC. Failure to meet
those requirements could result in termination of exclusivity provisions
contained in our agreements with AT&T. We will need to complete the
construction of additional phases of our network on a timely basis to meet
those requirements. The construction of the remainder of our network involves
risks of unanticipated costs and delays.

   Our results of operations would be adversely affected if any of our
agreements with AT&T are terminated.

                                       8
AT&T may compete with us.

   Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T's request. The resale agreement will allow
AT&T to sell access to, and usage of, our services in our licensed area on a
nonexclusive basis and using the AT&T brand. AT&T may be able to develop its
own customer base in our licensed area during the term of the resale
agreement. In addition, if AT&T engages in specified business combinations,
the exercise of its termination rights under the stockholders' agreement could
result in increased competition detrimental to our business. We cannot assure
you that AT&T will not enter into such a business combination, and the
termination of the non-compete and exclusivity provisions of the stockholders'
agreement could have a material adverse effect on our operations.

We may have difficulty managing our growth.

   We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the
future. The management of such growth will require, among other things,
continued development of our financial and management controls and management
information systems, stringent control of costs, increased marketing
activities, ability to attract and retain qualified management personnel and
the training of new personnel. We intend to hire additional personnel in order
to manage our expected growth and expansion. Failure to successfully manage
our expected rapid growth and development and difficulties in managing the
build-out of our network could have a material adverse effect on our business,
results of operations and financial condition.

We may require significant additional capital.

   We currently estimate that capital requirements for the period from
inception through year-end 2001 will total approximately $1.3 billion. We
believe that the proceeds of this offering, together with borrowings under our
credit facility, net proceeds from our senior subordinated discount notes
offering completed in 1998, proceeds from the expected sale of our towers, and
the proceeds of the irrevocable equity commitments we have received from some
of our stockholders, will provide us with sufficient capital to fund those
requirements. However, if we are unable to borrow under our credit facility
because we cannot satisfy the borrowing conditions, which include the absence
of any material adverse change, or if one or more of our stockholders fails to
honor its equity commitment on a timely basis, we would need additional funds
to satisfy our capital requirements. In addition, the funds we actually
require may vary materially from these estimates. We could require additional
funds in the event of significant departures from our current business plan,
unforeseen delays, cost overruns, unanticipated expenses, regulatory changes,
engineering design changes and other technological risks. We may also need
additional funds for acquisitions as we engage, from time to time, in
discussions with AT&T and others regarding possible acquisitions of additional
personal communications services licenses, and we may also engage in
discussions regarding future acquisitions of cellular licenses within our
currently licensed area.

   Sources of funding for any further financing requirements may include any
or all of the following:

  .  vendor financing;

  .  public offerings or private placements of equity and debt securities;

  .  commercial bank loans;

  .  additional capital contributions from equity investors; and

  .  equipment lease financing.

We are highly leveraged and additional financing may not be available.

   Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, we may not be able to obtain
financing on a timely basis, on terms acceptable to us and within the

                                       9
limitations contained in our credit facility or the indenture governing our
11% senior subordinated discount notes due 2008 or any new financing
arrangements. Failure to obtain any appropriate financing, should the need for
it develop, could result in the delay or abandonment of our development and
expansion plans and our failure to meet regulatory and contractual
requirements. It could also impair our ability to meet our debt service
requirements and could have a material adverse effect on our business.

   The degree to which we are leveraged could have other important
consequences to us, including increasing our vulnerability to:

  .  changes in general economic conditions;

  .  increases in prevailing interest rates; and

  .  competitive pressures on pricing.

   In addition, the fact that we may be more leveraged than some of our
competitors may become a competitive disadvantage.

We face significant competition.

   Competition in the wireless communications services industry is intense.
Many of our competitors have substantially greater financial, technological,
marketing and sales and distribution resources than we do. In addition,
competitors who entered the wireless communications services market before us
may have a significant time-to-market advantage over us. As a new entrant in
the market, we may have to engage in significant and prolonged discounting to
attract customers, which would materially adversely affect our business. In
addition, some of our competitors may market other services, such as
traditional landline telephone service, cable television access and access to
the Internet, together with their wireless communications services. We may not
be able to compete successfully with competitors who have substantially
greater resources or a significant time-to-market advantage or who offer more
services than we do.

   We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Some of these
competitors already have substantial coverage in portions of our licensed
areas. Some of our competitors have more extensive coverage within our
licensed areas than we provide and also have broader regional coverage.

   We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. In addition, we expect that
in the future providers of wireless communications services will compete more
directly with providers of traditional landline telephone services, energy
companies, utility companies and cable operators who expand their services to
offer communications services. See "--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacement."

   Our ability to compete successfully will depend, in part, upon our ability
to anticipate and respond to various competitive factors affecting the
industry, including the introduction of new services, changes in consumer
preferences, demographic trends, economic conditions and competitors' pricing
strategies, all of which could adversely affect our profitability. In
addition, the future level of demand for wireless communications services is
uncertain. See "Business--Competition" and "The Wireless Communications
Industry."

We are dependent upon roaming revenue.

   In 1998, approximately 28.1%, and in the six months ended June 30, 1999,
approximately 33.9%, of our revenues were derived from roaming as the result
of payments by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T's wireless customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue.

                                      10
As a result, our roaming revenue increases during vacation periods,
introducing a measure of seasonality to our roaming revenue.

The personal communications services industry is relatively new and unproven.

   Personal communications services systems have a limited operating history
in the United States, and our operation of these systems in our markets may
not become profitable. In addition, we cannot estimate with any degree of
certainty the extent of potential demand for personal communications services
in our markets. Our inability to establish and successfully market personal
communications services could have a material adverse effect on our financial
condition and results of operations.

   The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, shorter development cycles for new products and
enhancements and changes in end-user requirements and preferences. The extent
of customer demand remains uncertain, as does the extent to which airtime and
monthly access rates may continue to decline. As a result, our future
prospects and those of the industry also remain uncertain.

We are dependent on consultants, contractors and equipment providers who could
fail to perform their obligations.

   We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these vendors,
consultants or contractors to fulfill their contractual obligations could
materially delay the construction of our personal communications services
network, which could materially adversely affect our financial condition and
results of operations.

   We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog of orders. Accordingly,
the lead time for the delivery of this equipment may be long. Some of our
competitors purchase large quantities of communications equipment and may have
established relationships with the manufacturers of this equipment, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. Our agreements with vendors contain damages provisions if they do
not deliver the equipment according to schedule. Nevertheless, the vendors may
fail to deliver the equipment to us in a timely manner. If we do not receive
the equipment in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors. In addition,
we may be unable to satisfy the requirements regarding the construction of our
network contained in FCC regulations and our agreements with AT&T. We also
purchase a significant amount of handsets from a few providers. Handsets are
in high demand, and some providers have had a substantial backlog of orders.

A high rate of customer turnover may negatively impact our business.

   Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including network coverage, reliability issues such as blocked and dropped
calls, handset problems, non-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could have a material adverse effect on our competitive position and
results of operations.

                                      11
We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

   The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the Federal Aviation Administration, regulates tower
marking and lighting. The FCC, the FAA or the state and local agencies and
courts having jurisdiction over our business may adopt regulations or take
other actions that would adversely affect our business.

   The loss of any of our licenses from the FCC to provide wireless services
would have a material adverse effect on our business. Our FCC licenses are
subject to renewal and revocation and were initially granted to AT&T on June
23, 1995. As the licensee for those licenses, we must construct facilities
that offer coverage to one-third of the population of our service areas by
June 2000 and coverage to two-thirds of the population by June 2005. Licensees
who fail to meet these coverage requirements are subject to forfeiture of the
license. We expect to comply with these coverage requirements within the
requisite time period; however, the non-renewal or loss of any of our licenses
could materially adversely affect our business. See "The Wireless
Communications Industry--Regulation."

Our success depends on our ability to attract and retain qualified personnel.

   A small number of key executive officers manages our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we may not be
successful in retaining our key personnel or in attracting and retaining other
highly qualified technical and management personnel. We do not presently
maintain key-man life insurance on any of our executives or other employees.

We will likely incur operating costs due to unauthorized use of our network.

   As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers
for unbillable fraudulent roaming.

Our technological infrastructure could become obsolete, resulting in costly
upgrades or replacement.

   We have employed digital wireless communications technology using the
current time division multiple access/IS-136 standards. Other digital
technologies may ultimately prove to be more advantageous than time division
multiple access. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage, and competitive pressures
may require us to change our digital technology at substantial cost. We may
not be able to respond to those pressures and implement new technology on a
timely basis, or at an acceptable cost. If time division multiple access
technology becomes obsolete at some time in the future, and we are unable to
effect a cost-effective migration path, it could materially and adversely
affect our financial condition, results of operations and liquidity. Time
division multiple access/IS-136 standards may not always meet or exceed the
capabilities and quality of other technologies. See "Business--Time Division
Multiple Access Digital Technology."

   In addition, if AT&T adopts a new technology other than time division
multiple access digital technology, and we do not adopt the new technology,
our exclusivity rights will terminate under our agreements with AT&T. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Exclusivity."

                                      12
Radio frequency emissions could be harmful.

   Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may have the
effect of discouraging the use of wireless handsets, which could have an
adverse effect upon our business. During the past two years, the FCC has
updated the guidelines and methods it uses for evaluating radio frequency
emissions from radio equipment, including wireless handsets. In addition,
interest groups have requested that the FCC investigate claims that time
division multiple access and other digital technologies pose health concerns
and cause interference with hearing aids and other medical devices. Although
the updates impose new restrictive standards on radio frequency emissions from
lower power devices such as wireless handsets, all wireless handsets that we
offer our customers comply with the proposed standards. Additionally, the FCC
has initiated a rulemaking proceeding to implement provisions of the
Telecommunications Act of 1996 that is designed to ensure that personal
communications services handsets and other technological equipment are
accessible to people with disabilities. See "The Wireless Communications
Industry--Regulation."

Our use of the SunCom brand name for marketing our services exposes us to some
risks.

   We use the SunCom brand name to market our products and services in
conjunction with two other Members of the AT&T Wireless Network, TeleCorp PCS
and Tritel PCS, in order to broaden our marketing exposure and share the costs
of advertising. It is possible that our reputation for quality products and
services under the SunCom brand name will be associated with the reputation of
TeleCorp PCS and Tritel PCS, and any unfavorable consumer reaction to our
wireless partners using the SunCom brand name could adversely affect our own
reputation.

   Prior to adopting the SunCom brand name, we conducted extensive
investigations to confirm the availability of the SunCom brand name for use in
connection with wireless telecommunications services. After resolving an
initial dispute with SunCom Telecommunications of Chicago, Illinois and
purchasing all of that company's rights in the trademark SunCom, we believe
our rights in the SunCom brand name are secure in its geographic area of use.
The State of Florida has contacted AT&T concerning its alleged rights in the
trademark SunCom. The State of Florida uses the trademark SunCom for a
communications network used solely by state agencies in the State of Florida
and certain not-for-profit entities that conduct a threshold level of business
with the State of Florida. TeleCorp PCS, Tritel PCS and Triton are working to
amicably resolve any potential dispute with the State of Florida concerning
the SunCom trademark. If we are not successful in reaching an amicable
resolution with the State of Florida, we may need to litigate to determine the
scope of the rights of the State of Florida with respect to the trademark
SunCom. While we believe that we may use the SunCom brand name both in and
outside the State of Florida, the outcome of any litigation is uncertain, and
we may not have a continuing right to use the SunCom brand name in the areas
in which the State of Florida has done business under the trademark SunCom.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations.

   We are a holding company with no direct operations and no significant
assets other than the stock of our subsidiaries. We depend on the cash flows
of our subsidiaries to meet our obligations and to pay any potential
dividends. The ability of our subsidiaries to distribute funds to us is and
will be restricted by the terms of existing and future indebtedness, including
our credit facility and indenture, and by applicable state laws that limit the
payments of dividends. See "Description of Certain Indebtedness--Notes" and
"--Credit Facility."

   The documents governing our indebtedness, including the credit facility and
indenture, contain significant covenants that limit our ability to engage in
various transactions and, in the case of the credit facility, require
satisfaction of specified financial performance criteria. In addition, under
each of these documents, the occurrence of specific events, in some cases
after notice and grace periods, would constitute an event of default
permitting acceleration of the respective indebtedness. The limitations
imposed by the documents governing our outstanding

                                      13
indebtedness are substantial, and failure to comply with them could have a
material adverse effect on our business. See "Description of Certain
Indebtedness."

A limited number of stockholders controls us, and their interests may be
different from yours.

   Chase Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
Management Incorporated, Toronto Dominion Capital (USA), Inc., First Union
Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P., our principal
institutional investors, will control approximately   % of our total voting
power after the offering, and Michael Kalogris and Steven Skinner will control
approximately    % of our total voting power after the offering. Those
stockholders are party to a stockholders' agreement under which they have
agreed that after the offering they will vote their shares together to elect
two of our directors. As a result, these institutional investors and our
management will have the ability to control our future operations and
strategy. Conflicts of interest between the institutional investors and
management stockholders and our public stockholders may arise with respect to
sales of shares of common stock owned by the institutional investors and
management stockholders or other matters. For example, sales of shares by the
institutional investors and management stockholders could result in a change
of control under our credit facility, which would constitute an event of
default under the credit facility, and under our indenture, which would
require us to offer to repurchase our senior subordinated discount notes. In
addition, the interests of our institutional investors and other existing
stockholders regarding any proposed merger or sale may differ from the
interests of our new public stockholders, especially if the consideration to
be paid for the common stock is less than the price paid by public
stockholders.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors.

   Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors,
including our chief executive officer and chief operating officer, serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

   We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations."

We may face additional costs and other adverse effects due to year 2000
computer problems.

   We use a significant number of computer systems and software programs in
our operations, including applications used in support of our personal
communications services network equipment and various administrative
functions. Although we believe that our computer systems and software
applications contain source code that is able to interpret appropriately dates
after December 31, 1999, our failure to make or obtain necessary modifications
to our systems and software could result in systems interruptions or failures
that could have a material adverse effect on our business. We do not
anticipate that we will incur material expenses to make our systems year 2000
compliant. However, unanticipated costs necessary to avoid potential system
interruptions could exceed our present expectations and consequently have a
material adverse effect on our business. Further,

                                      14
if our key equipment and service providers fail to make their respective
computer systems and software programs year 2000 compliant, their failure
could have a material adverse effect on our business. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Compliance."

Our stock price is likely to be very volatile.

   Prior to this offering, you could not buy or sell our common stock
publicly. Although the initial public offering price will be determined based
on several factors, the market price after the offering may vary from the
initial offering price. The market price of our common stock is likely to be
highly volatile and could be subject to wide fluctuations in response to
factors such as the following, some of which are beyond our control:

  .  quarterly variations in our operating results;

  .  operating results that vary from the expectations of securities analysts
     and investors;

  .  changes in expectations as to our future financial performance,
     including financial estimates by securities analysts and investors;

  .  changes in market valuations of other personal communications services
     companies;

  .  announcements of technological innovations or new services by us or our
     competitors;

  .  announcements by us or our competitors of significant contracts,
     acquisitions, strategic partnerships, joint ventures or capital
     commitments;

  .  additions or departures of key personnel;

  .  future sales of our common stock; and

  .  stock market price and volume fluctuations.

   Stock markets in the United States often experience extreme price and
volume fluctuations. Market fluctuations, as well as general political and
economic conditions such as a recession or interest rate or currency rate
fluctuations, could adversely affect the market price of our common stock.

Substantial sales of our common stock could adversely affect our stock price.

   Sales of a substantial number of shares of common stock after the offering
could adversely affect the market price of the common stock by introducing a
large number of sellers to the market. Given the volatility that will likely
exist for our shares, such sales could cause the market price of our common
stock to decline.

   After this offering, we will have     shares of common stock outstanding,
or     shares if the underwriters' over-allotment option is exercised in full,
and we have reserved an additional     shares of common stock for issuance
under outstanding stock options. In addition, 543,683 shares of our common
stock may be issued upon conversion of our Series D preferred stock. All of
the shares of common stock to be sold in this offering will be freely tradable
without restriction or further registration under the federal securities laws
unless purchased by our affiliates, as that term is defined in Rule 144 under
the Securities Act. Upon completion of this offering, the remaining shares of
outstanding common stock, representing approximately  %, or  % if the
underwriters' over-allotment option is exercised in full, will be restricted
securities under the Securities Act, subject to restrictions on the timing,
manner and volume of sales of such shares.

   Following the consummation of this offering, we also intend to file a
registration statement on Form S-8 under the Securities Act covering
shares of common stock reserved for issuance under our proposed stock option
plan; that registration statement will automatically become effective upon
filing. As of August 13, 1999, no options to purchase shares of our common
stock were granted.

                                      15
We cannot predict whether future sales of our common stock, or the
availability of our common stock for sale, will adversely affect the market
price for our common stock or our ability to raise capital by offering equity
securities.

Anti-takeover provisions affecting us could prevent or delay a change of
control.

   Provisions of our certificate of incorporation and bylaws, provisions of
our debt instruments and other agreements, and provisions of applicable
Delaware law and applicable federal and state regulations may discourage,
delay or prevent a merger or other change of control that stockholders may
consider favorable. Under our certificate of incorporation, our board of
directors has the authority to issue up to 7,000,000 shares of preferred
stock, par value $0.01 per share, and to determine the price and the terms,
including preferences and voting rights, of those shares without stockholder
approval. Although we have no current plans to issue additional shares of our
preferred stock, any such issuance could:

  .  have the effect of delaying, deferring or preventing a change in control
     of our company;

  .  discourage bids for our common stock at a premium over the market price;
     or

  .  adversely affect the market price of, and the voting and other rights of
     the holders of, our common stock.

   Any amendment to our certificate of incorporation must be approved by the
affirmative vote of the holders of shares of Series C preferred stock and
common stock representing at least two-thirds of the votes entitled to be cast
for the election of directors, voting together as a single class, subject to
the separate class vote requirements relating to any class or series of
preferred stock.

   We are party to several agreements that contain limitations on our ability
to enter into change of control transactions.

  . Under the stockholders' agreement, we may not enter into some types of
    change of control transactions without receiving AT&T's prior written
    consent, including some mergers, combinations or consolidations with
    companies that are not subsidiaries of ours, any sales or dispositions of
    a substantial portion of our assets or those of a subsidiary, or our or
    our subsidiary's liquidation, dissolution or winding up. AT&T's interests
    may conflict with yours concerning potential change of control
    transactions.

  . The commitment letter regarding the amendment of our credit facility also
    contains covenants which limit mergers, acquisitions and asset sales.

  . The indenture for our senior subordinated discount notes contains
    limitations concerning mergers, consolidations and certain sales of
    assets by us.

   The limitations imposed by these agreements may deter takeover attempts.
See "Description of Capital Stock--Anti-Takeover Provisions."

   We are subject to various Delaware laws that could have the effect of
delaying, deterring or preventing a change in control of our company. One of
these laws prohibits us from engaging in a business combination with any
interested stockholder for a period of three years from the date the person
became an interested stockholder, unless specified conditions are met.

   Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

   In addition, the significant amount of common stock held by our executive
officers, directors and affiliates, together, could have the effect of
discouraging potential takeover attempts or making it more difficult for
stockholders to change management.

                                      16
You will experience immediate and substantial dilution.

   The initial public offering price is expected to be substantially higher
than the net tangible book value of each outstanding share of common stock.
Purchasers of common stock in this offering will suffer immediate and
substantial dilution. The dilution will be $   per share in the net tangible
book value of the common stock at an assumed initial public offering price of
$   per share.

Your ownership interest could be diluted upon conversion of our Series A
preferred stock.

   AT&T owns 786,253 shares of our Series A preferred stock. On or after
February 4, 2006, AT&T may convert its shares of Series A preferred stock into
our common stock having a market value equal to the accreted value of the
Series A preferred stock at that date. As a result, AT&T will be entitled to a
larger number of shares of common stock if the market value of the common
stock declines. Any potential conversion by AT&T will dilute the ownership
interest of our existing shares of common stock, which could cause the price
of shares of our common stock to decline.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will and "would" or similar words. You
should read statements that contain these words carefully because they discuss
our future expectations, contain projections of our future results of
operations or of our financial position or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed above in
the section captioned "Risk Factors," as well as any cautionary language in
this prospectus, provide examples of risk, uncertainties and events that may
cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. Before you invest in our common
stock, you should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus could have a material
adverse effect on our business, results of operations, financial position and
the price of our common stock.

                                      17
USE OF PROCEEDS

   The net proceeds we receive from the sale of     shares of our common stock
in this offering are estimated to be $   , or $    if the underwriters
exercise their over-allotment option in full, at an assumed initial public
offering price of $    per share and after deducting underwriting discounts
and commissions and estimated offering expenses of $    payable by us.

   We expect to use the net proceeds for general corporate purposes, including
capital expenditures in connection with the expansion of our personal
communications services network, sales and marketing activities and working
capital. The amounts we actually expend may vary significantly and will depend
on a number of factors, including the amount of our future revenues and the
other factors described under "Risk Factors." Accordingly, our management will
retain broad discretion in the allocation of the net proceeds of this
offering. A portion of the net proceeds may also be used to acquire or invest
in complimentary businesses, technologies, product lines or products. We have
no current plans, agreements or commitments with respect to any such
acquisition, and we are not currently engaged in any negotiations with respect
to any such transaction. Pending such uses, the net proceeds of this offering
will be invested in short term, interest-bearing, investment grade securities.

                                DIVIDEND POLICY

   We have never declared or paid a cash dividend on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Any future determination to pay dividends
will be at the discretion of our board of directors and will be dependent upon
then existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Our ability to pay dividends
is restricted by the terms of our preferred stock, our indenture and our
credit facility. See "Description of Capital Stock" and "Description of
Certain Indebtedness."

                                      18
CAPITALIZATION

   The following table sets forth our capitalization as of June 30, 1999:

  .  on an actual basis;

  .  on a pro forma basis to reflect the conversion upon the closing of the
     offering of all outstanding shares of Series C preferred stock; and

  .  on a pro forma basis as adjusted to reflect the sale of the common stock
     offered hereby at an assumed initial public offering price of $   per
     share and the receipt of the net proceeds therefrom.

   This information should be read in conjunction with our financial
statements and related notes thereto included elsewhere in this prospectus.
As of June 30, 1999
                                                 --------------------------------
                                                                       Pro Forma
                                                  Actual   Pro Forma  As Adjusted
                                                 --------  ---------  -----------
                                                  (in thousands, except share
                                                             data)
Long term obligations:
  Bank credit facility.........................  $150,000  $150,000    $150,000
  Senior subordinated debt.....................   331,650   331,650     331,650
  Capital lease obligations....................     1,924     1,924       1,924
                                                 --------  --------    --------
                                                  483,574   483,574     483,574
                                                 --------  --------    --------
Series A redeemable convertible preferred stock
 1,000,000 shares authorized, $.01 par value,
 786,253 shares issued and outstanding.........    89,627    89,627      89,627
Shareholders' Equity:
  Series B preferred stock, $.01 par value;
   2,000,000 shares authorized, no shares
   issued or outstanding.......................       --        --          --
  Series C preferred stock, $.01 par value;
   3,000,000 shares authorized, 1,915,187
   shares issued and outstanding, none on a pro
   forma and as adjusted basis.................        19       --          --
  Series D preferred stock, $.01 par value;
   1,000,000 shares authorized, 543,683 shares
   issued and outstanding......................         5         5           5
  Common stock, $.01 par value; 10,000,000
   shares authorized, 273,208 shares issued and
   outstanding, 2,188,395 shares on a pro forma
   basis and      as adjusted..................         3        22
  Additional paid-in capital...................   169,771   169,771
  Accumulated deficit..........................   (99,366)  (99,366)    (99,366)
  Accumulated other comprehensive income.......       735       735         735
  Deferred compensation........................      (255)     (255)       (255)
                                                 --------  --------    --------
    Total Shareholders' Equity.................    70,912    70,912
                                                 --------  --------    --------
    Total Capitalization.......................  $644,113  $644,113
                                                 ========  ========    ========
19
DILUTION

   Our pro forma net tangible book value as of June 30, 1999 was approximately
$    million, or $    per share of common stock. Pro forma net tangible book
value represents the amount of total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding, assuming
conversion of all outstanding shares of Series C preferred stock into common
stock. Without taking into account any other changes in the net tangible book
value after June 30, 1999, other than to give effect to our sale of the
shares of common stock offered hereby at an assumed initial public offering
price of $   per share and our receipt of the estimated net proceeds
therefrom, our as adjusted pro forma net tangible book value as of June 30,
1999 would have been approximately $    million, or $   per share. This
represents an immediate increase in net tangible book value of $   per share
to existing stockholders and an immediate dilution of $    per share to new
investors. The following table illustrates this per share dilution:
Assumed initial public offering price per share......................     $
  Pro forma net tangible book value per share before this offering... $
  Increase per share attributable to new investors...................
                                                                      ---
As adjusted pro forma net tangible book value per share after this
 offering............................................................
                                                                          ----
  Dilution per share to new investors................................     $
                                                                          ====
The following table summarizes, on a pro forma basis as of June 30, 1999,
the differences between existing stockholders and the new investors with
respect to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid before deducting the
underwriting discounts and commissions and estimated offering expenses payable
by us.
Shares Purchased       Total Consideration       Average
                         -------------------    ----------------------     Price
                         Number     Percent      Amount      Percent     Per Share
                         --------   --------    ----------  ----------   ---------
Existing shareholders...                      %  $                     %   $
New investors...........                      %                        %
                          --------    --------   ----------   ---------    ----
Total...................                      %  $                     %   $
                          ========    ========   ==========   =========    ====
20
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

   The following tables present selected financial data derived from the
audited combined financial statements of Triton and its predecessor company
for the period from March 6, 1997 through December 31, 1997 and the year ended
December 31, 1998 and the unaudited financial statements of Triton for the six
months ended June 30, 1998 and 1999. In addition, subscriber and customer data
for the same periods are presented. The following financial information is
qualified by reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and related notes appearing elsewhere in this
prospectus.
March 6, 1997               Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, --------------------
                                   1997          1998       1998       1999
                               ------------- ------------ ---------  ---------
                                   (in thousands, except per share data)
Statement of Operations Data:
Revenues:
  Service revenues...........         --      $  11,172         --   $  17,662
  Roaming revenues...........         --          4,651         --      12,953
  Equipment revenues.........         --            755         --       7,627
                                  -------     ---------   ---------  ---------
    Total revenues...........         --         16,578         --      38,242
                                  -------     ---------   ---------  ---------
Cost and expenses:
  Costs of services and
   equipment.................         --          5,997         --      27,625
  Operations.................         --         13,045   $   1,444     11,023
  Sales and marketing........         --          1,703         --      20,562
  General and
   administrative............     $ 2,736         8,570       3,709     10,653
  Depreciation and
   amortization..............           5         6,663       1,114     15,969
                                  -------     ---------   ---------  ---------
    Total operating
     expenses................       2,741        35,978       6,267     85,832
                                  -------     ---------   ---------  ---------
Loss from operations.........      (2,741)      (19,400)     (6,267)   (47,590)
Interest expense.............      (1,228)      (30,391)     (9,872)   (18,847)
Interest and other income....           8        10,635       2,739      2,652
                                  -------     ---------   ---------  ---------
Loss before income taxes.....      (3,961)      (39,156)    (13,400)   (63,785)
Income tax benefit...........         --          7,536       6,803        --
                                  -------     ---------   ---------  ---------
Net loss.....................     $(3,961)    $ (31,620)  $  (6,597) $ (63,785)
Accretion on preferred
 stock.......................         --         (6,853)     (2,977)    (4,149)
                                  -------     ---------   ---------  ---------
Net loss available to common
 stockholders................     $(3,961)    $ (38,473)  $  (9,574) $ (67,934)
                                  =======     =========   =========  =========
Unaudited pro forma basic and
 diluted net loss per common
 share.......................                 $  (23.26)  $   (7.27) $  (31.10)
                                              =========   =========  =========
Unaudited pro forma weighted
 average common shares
 outstanding.................                 1,654,104   1,316,498  2,184,224
                                              =========   =========  =========
21
December 31,
                                                     ----------------- June 30,
                                                      1997      1998     1999
                                                     -------  -------- --------
                                                          (in thousands)
Balance Sheet Data:
Cash and cash equivalents........................... $11,362  $146,172 $  9,250
Working capital.....................................  (5,681)  146,192   40,646
Property, plant and equipment, net..................     473   198,953  293,706
Total assets........................................  13,253   686,859  701,135
Long-term debt and capital lease obligations........     --    465,689  483,574
Redeemable preferred stock..........................     --     80,090   89,627
Shareholders' equity (deficit)......................  (3,959)   95,889   70,912
March 6, 1997              Six Months Ended
                                  Through     Year Ended       June 30,
                               December 31,  December 31, -------------------
                                   1997          1998       1998      1999
                               ------------- ------------ --------  ---------
Other Data:
Subscribers (end of period)...        --         33,844      --        78,364
Launched potential customers
 (end of period)..............        --        248,000      --     8,700,000
EBITDA(1) (in thousands)......    $(2,736)     $(12,737)  $ (5,153) $ (31,621)
Cash flows (in thousands)
 from:
  Operating activities........    $(1,077)     $ (4,130)  $   (188) $ (49,575)
  Investing activities........       (478)     (372,372)  (172,229)  (124,108)
  Financing activities........     12,917       511,312    422,563     36,761
--------
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
    expense. EBITDA is a key financial measure but should not be construed as
    an alternative to operating income or cash flows from operating activities,
    as determined in accordance with generally accepted accounting principles.
    We believe that EBITDA is a standard measure commonly reported and widely
    used by analysts and investors in the wireless communications industry.
    However, our method of computation may or may not be comparable to other
    similarly titled measures of other companies.

                                       22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

Introduction

   The following discussion and analysis are based upon our financial
statements as of the dates and for the periods presented in this section. You
should read this discussion and analysis in conjunction with our financial
statements and the related notes contained elsewhere in this prospectus.

   We were incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T whereby AT&T contributed to us personal communications
services licenses covering 20 MHz of authorized frequencies in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, AT&T
became our largest equity holder, and we were granted the right to be the
exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T in our licensed markets.

   We began commercial operations and earning recurring revenues in July 1998
in connection with our acquisition of an existing cellular system serving
Myrtle Beach, South Carolina and the surrounding area on June 30, 1998. We
began generating revenues from the sale of personal communications services in
the first quarter of 1999 as part of Phase I of our personal communications
services network build-out.

   Our personal communications services network build-out is scheduled for
three phases. In the first half of 1999, we completed Phase I of this build-
out and successfully launched personal communications services in 15 markets.
We are now able to provide service to over 8.7 million individuals, or 67% of
our potential customers. Our network in these 15 markets includes 660 cell
sites and four switches. Since we began offering personal communications
services in our first 15 markets, our subscriber base and the number of
minutes generated by non-Triton subscribers roaming onto our network have
grown dramatically. From January 1999 to June 1999, our subscriber base grew
from 33,844 users to 78,364 users, and roaming minutes generated by non-Triton
subscribers increased from 0.7 million minutes per month to 11.4 million
minutes per month.

   We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area as well as neighboring cities where
AT&T and other carriers use wireless technology. We expect Phase III to be
completed by the end of 2001 and to add approximately 1,050 new cell sites and
two new switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles. Any further expansion beyond Phase III of
our network build-out will be evaluated on a market-by-market basis.

   On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems of South
Carolina, Inc. This transaction was accounted for as a purchase. We integrated
the Myrtle Beach system into our personal communications services network as
part of our Phase I network deployment. The substantial majority of our
revenues prior to 1999 were generated by cellular services provided in Myrtle
Beach. Our results of operations do not include the Myrtle Beach system prior
to our acquisition of that system.

                                      23
On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
recently deployed network plant and infrastructure. The integration and launch
of our Norfolk personal communications services were completed as part of our
Phase I network build-out.

   On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
personal communications services licenses that cover approximately 512,000
potential customers in Hagerstown and Cumberland, Maryland for personal
communications services licenses that cover approximately 517,000 potential
customers in Savannah and Athens, Georgia. In connection with this exchange,
we issued to AT&T 53,882 shares of our Series A preferred stock and 42,739
shares of our Series D preferred stock. We expect to build out our Savannah
and Athens licenses as part of Phase II of our network deployment plan.

   From time to time, we may enter into discussions regarding the acquisition
of other licenses, including swapping our licenses for those of other license
holders.

Revenue

   We derive our revenue from the following sources:

  .  Service. We sell wireless personal communications services. The various
     types of service revenue associated with wireless communications
     services for our subscribers include monthly recurring charges and
     monthly non-recurring airtime charges for local, long distance and
     roaming airtime used in excess of pre-subscribed usage. Our customers'
     roaming charges are rate plan dependent and based on the number of
     pooled minutes included in their plans. Service revenue also includes
     monthly non-recurring airtime usage charges associated with our prepaid
     subscribers and non-recurring activation and de-activation service
     charges.

  . Equipment. We sell wireless personal communications handsets and
    accessories that are used by our customers in connection with our
    wireless services.

  .  Roaming. We charge per minute fees to other wireless companies for their
     customers' use of our network facilities to place and receive wireless
     services.

   We sell our services and products to retail consumers, businesses,
institutions and governments at rates and prices that are competitive with
other wireless providers in our markets. We distribute our services and
products to retail consumers through 42 company-owned retail stores and over
150 independent retail distributors. We also employ a direct sales force of
approximately 60 individuals that focuses primarily on business, institutional
and government sales. We believe that we will be able to generate higher
penetration through cost-effective use of multiple distribution channels.

   We market our services and products under, and believe that our sales and
marketing efforts will benefit substantially from the use of, the AT&T and
SunCom brand names. We use these names with equal emphasis. Our marketing
efforts seek to distinguish our service and product offerings on the basis of
the quality and extent of our wireless coverage, including the virtually
nationwide coverage our subscribers enjoy through the AT&T Wireless Network,
and the digital service features that are available to our subscribers. We
believe that our use of the AT&T and SunCom brand names, our high quality of
wireless service and proactive customer care and simplified and flexible
billing, as opposed to price differentiation, will increase our revenues and
margins, enhance customer loyalty and reduce churn and cost per gross added
subscriber.

   Industry statistics indicate that average revenue per subscriber for the
wireless communications business has declined substantially over the period
from 1993-1998. Although this decline has stabilized recently, we believe that
some deterioration in average revenue per subscriber will continue. While we
believe that we will benefit from a decline in certain direct operating costs,
including billing, interconnect, roaming and long distance charges, our
ability to improve our margins will depend primarily on our ability to manage
our variable costs,

                                      24
including selling general and administrative expense, costs per gross added
subscriber and costs of building out our network.

   A particular focus of our strategy is to reduce subscriber churn. Industry
data suggest that those providers, including personal communications services
providers, that have offered poor or spotty coverage, poor voice quality,
unresponsive customer care or confusing billing suffer higher than average
churn rates. Accordingly, we have launched, and will continue to launch,
service in our markets only after comprehensive and reliable coverage and
service can be maintained in that market. In addition, our billing systems
have been designed to provide customers with simple, understandable bills and
flexible billing cycles. Specifically, we offer simplified rate plans in each
of our markets that are tailored to meet the needs of targeted customer
segments. We offer regional and national rate plans which include local, long
distance and roaming services, as well as bundled minutes with multiple
options, designed to suit customers' needs. Finally, proactive subscriber
retention is an important initiative for our customer care program.

   We believe our roaming revenues will be subject to seasonality. We expect
to derive increased revenues from roaming during vacation periods, reflecting
the large number of tourists visiting resorts in our coverage area. We believe
that our equipment revenues will also be seasonal, as we expect sales of
telephones to peak in the fourth quarter, primarily as a result of increased
sales during the holiday season. Although we expect our overall revenues to
increase due to increasing roaming minutes, our per-minute roaming revenue
will decrease over time according to the terms of our agreements with AT&T.

Costs and Expenses

   Cost of Services and Equipment

   Our costs of services and equipment include:

  .  Equipment. We purchase personal communications services handsets and
     accessories from third party vendors to resell to our customers for use
     in connection with our services. Because we subsidize the sale of
     handsets to encourage the use of our services, the cost of handsets is
     higher than the resale price to the customer. We do not manufacture any
     of this equipment. Although management expects that handset costs will
     decline, it does not expect that it will be able to reduce the overall
     level of handset subsidies since management also believes that retail
     handset prices will decline proportionally with costs.

  .  Roaming Fees. We incur fees to other wireless communications companies
     based on airtime usage by our customers on other communications
     networks.

  .  Transport and Variable Interconnect. We incur charges associated with
     interconnection with other carriers' networks. These fees include
     monthly connection costs and other fees based on minutes of use by our
     customers.

  .  Variable Long Distance. We pay usage charges to other communications
     companies for long distance service provided to our customers. These
     variable charges are based on our subscribers' usage, applied at pre-
     negotiated rates with the other carriers.

  .  Cell Site Costs. We will incur expenses for the rent of towers and
     network facilities and related utility and maintenance charges. We have
     recently agreed to sell our towers and lease them back.

   Recent industry data indicate that transport, interconnect, roaming,
billing and long distance charges that we currently incur will continue to
decline, due principally to competitive pressures and new technologies. Cell
site costs are expected to increase due to escalation factors included in the
lease agreements.

                                      25
Operating Expenses

   Our operating expenses include:

  . Operations. Our operations expense includes all employee-based charges,
    including engineering operations and support, field technicians, network
    implementation support, product development and engineering management.
    This expense also includes charges directly associated with the
    maintenance of network facilities and equipment.

  . Selling and Marketing. Our selling and marketing expense includes all
    employee-based charges, including brand management, external
    communications, retail distribution, sales training, direct, indirect,
    third party and telemarketing support.

  . General and Administrative. Our general and administrative expense
    includes customer care, billing, information technology, finance,
    accounting and legal services. Functions such as customer care, billing,
    finance, accounting and legal services are likely to remain centralized
    in order to achieve economies of scale.

  . Depreciation and Amortization. Depreciation of property and equipment is
    computed using the straight-line method, generally over three to twelve
    years, based upon estimated useful lives. Leasehold improvements are
    amortized over the lesser of the useful lives of the assets or the term
    of the lease. Network development costs incurred to ready our network for
    use are capitalized. Amortization of network development costs begins
    when the network equipment is ready for its intended use and is amortized
    over the estimated useful life of the asset. Our personal communications
    services licenses and our cellular license are being amortized over a
    period of 40 years.

  . Interest Income (Expense). Interest income is earned primarily on our
    cash and cash equivalents. Interest expense through June 30, 1999
    consists of interest on our credit facility and our senior subordinated
    discount notes.

   We expect our operating costs to grow significantly as our operations
expand and our customer base and call volumes increase. Over time, these
expenses should represent a reduced percentage of revenues as our customer
base grows. Management will focus on application of systems and procedures to
reduce billing expense and improve subscriber communication. These systems and
procedures will include debit billing, credit card billing, over-the-air
payment and Internet billing systems.

Results of Operations

  Six months ended June 30, 1999 compared to six months ended June 30, 1998

   For the six months ended June 30, 1999, total revenue was $38.2 million.
This was comprised of service revenue of approximately $17.7 million,
equipment revenue which totaled approximately $7.6 million and roaming revenue
of approximately $13.0 million. This revenue was primarily related to
launching our first 15 markets as part of our Phase I network build-out. We
generated no revenue for the six months ended June 30, 1998.

   Cost of services and equipment for the six months ended June 30, 1999 was
approximately $27.6 million. We did not incur any cost of services and
equipment for the six months ended June 30, 1998. These costs were primarily
related to launching our first 15 markets as part of completing our Phase I
network build-out.

   Operations expense for the six months ended June 30, 1999 was approximately
$11.0 million, as compared to approximately $1.4 million for the six months
ended June 30, 1998. This increase was primarily related to launching our
first 15 markets as part of completing our Phase I network build-out.

   Selling and marketing expense for the six months ended June 30, 1999 was
approximately $20.6 million. We did not generate any cost for the six months
ended June 30, 1998. These costs were due to higher salary and

                                      26
benefits expenses for new sales and marketing staff and advertising and
promotion associated with launching our first 15 markets as part of completing
our Phase I network build-out.

   General and administrative expenses for the six months ended June 30, 1999
were approximately $10.7 million, as compared to approximately $3.7 million
for the six months ended June 30, 1998. The increase was due to the
development and growth of infrastructure and staffing related to information
technology, customer care and other administrative functions incurred in
conjunction with the commercial launch of our first 15 markets during the six
months ended June 30, 1999.

   Depreciation and amortization expense for the six months ended June 30,
1999 was approximately $16.0 million, as compared to approximately $1.1
million for the six months ended June 30, 1998. This increase was related to
depreciation of our fixed assets, as well as the initiation of amortization on
personal communications services licenses and the AT&T agreements upon the
commercial launch of our Phase I markets.

   For the six months ended June 30, 1999, interest expense was $18.8 million,
net of capitalized interest of $7.2 million, an increase of $9.0 million over
the same period in 1998. The increase is attributable to increased borrowings
as compared to the same period in 1998.

   For the six months ended June 30, 1999, interest income was $2.5 million, a
decrease of $0.2 million over the same period in 1998. This reduction is due
primarily to lower cash balances.

   For the six months ended June 30, 1999, our net loss was $63.8 million, as
compared to $6.6 million for the same period in 1998. The net loss increased
$57.2 million primarily due to the items discussed above.

 Year ended December 31, 1998 compared to the period from March 6, 1997 to
 December 31, 1997

   Total revenue for the year ended December 31, 1998 was $16.6 million, which
was comprised of services, roaming and equipment revenues related to our
Myrtle Beach operations, which we acquired in June 1998. We had no revenue for
the period from March 6, 1997 to December 31, 1997.

   Costs of services and equipment were $6.0 million for the year ended
December 31, 1998. These costs were associated with our Myrtle Beach
operations. We had no costs of services and equipment for the period from
March 6, 1997 to December 31, 1997.

   Operations expense for the year ended December 31, 1998 was approximately
$13.0 million, which was related to our Myrtle Beach operations. We had no
operations expense for the period from March 6, 1997 to December 31, 1997.

   Selling and marketing costs were $1.7 million for the year ended December
31, 1998, relating primarily to advertising, marketing and promotional
activities associated with our Myrtle Beach operations. We had no selling and
marketing expense for the period from March 6, 1997 to December 31, 1997.

   General and administrative expenses increased by $5.8 million to $8.6
million for the year ended December 31, 1998, as compared to the period from
March 6, 1997 to December 31, 1997. The increase was due primarily to
administrative costs associated with the Myrtle Beach network and our
establishment of our corporate and regional operational infrastructure.

   For the year ended December 31, 1998, depreciation and amortization expense
was $6.7 million. This amount relates primarily to the depreciation of the
tangible and intangible assets acquired in the Myrtle Beach transaction and
amortization attributable to certain agreements executed in connection with
the AT&T joint venture.

   For the year ended December 31, 1998, interest expense was $30.4 million,
net of capitalized interest of $3.5 million, as compared to $1.2 million for
the period from March 6, 1997 to December 31, 1997. This increase is
attributable to increased borrowings in the year ended December 31, 1998.

                                      27
For the year ended December 31, 1998, interest and other income was $10.6
million. This amount relates primarily to interest income on our cash and cash
equivalents.

   For the year ended December 31, 1998, we recorded a tax benefit of $7.5
million related to temporary deductible differences, primarily net operating
losses.

   For the year ended December 31, 1998, our net loss was $31.6 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31,
1997. The net loss increased $27.6 million, resulting primarily from the items
discussed above.

Liquidity and Capital Resources

   Since inception, our activities have consisted principally of hiring a
management team, raising capital, negotiating strategic business
relationships, participating in personal communications services auctions,
initiating research and development, conducting market research, developing
our wireless services offering and network, and launching our wireless
services in our Phase I markets. Our primary source of financing during this
time has been from borrowings under our credit facility and the net proceeds
from issuances of capital stock and debentures.

   The construction of our network and the marketing and distribution of
wireless communications products and services has required, and will continue
to require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, operating
cash flow losses and other working capital costs, debt service and closing
fees and expenses. We will also expect to incur significant amounts of debt to
implement our business plan and will therefore be highly leveraged. We
estimate that our total capital requirements, assuming substantial completion
of our network build-out, which will allow us to provide services to 100% of
the potential customers in our licensed area, from our inception until
December 31, 2001 will be approximately $1.3 billion.

   Costs associated with our network build-out include switches, base
stations, towers and antennae, radio frequency engineering, cell site
acquisition and construction and microwave relocation, and include $94.0
million of capital expenditures related to purchase commitments as part of our
agreement with Ericsson. The actual funds required to build out our personal
communications services network may vary materially from these estimates, and
additional funds could be required in the event of significant departures from
the current business plan, in the event of unforeseen delays, cost overruns,
unanticipated expenses, regulatory expenses, engineering design changes and
other technological risks.

   Total capital expenditures for 1998 were approximately $87.7 million. We
estimate that capital expenditures will total approximately $300 million for
the year ended December 31, 1999, and we have incurred $111.4 million of
capital expenditures in the six months ended June 30, 1999.

   As part of our joint venture agreement with AT&T, AT&T transferred personal
communications services licenses covering 20 MHz of authorized frequencies in
exchange for 732,371 shares of our Series A preferred stock and 336,131 shares
of our Series D preferred stock. The Series A preferred stock provides for
cumulative dividends at an annual 10% rate. These dividends accrue until 2008
and are payable in cash thereafter. The Series A preferred stock is redeemable
at the option of its holders beginning in 2018 and at our option, at its
accreted value, on or after February 4, 2008. We may not pay dividends on, or,
subject to specified exceptions, repurchase shares of, our common stock
without the consent of the holders of the Series A preferred stock. The Series
D preferred stock provides for dividends when, as and if declared by our board
of directors and contains limitations on the payment of dividends on our
common stock.

   In connection with the consummation of the joint venture with AT&T, we
received unconditional and irrevocable equity commitments from institutional
equity investors, as well as Michael Kalogris and Steven Skinner, in the
aggregate amount of $140.0 million in return for the issuance of 1.4 million
shares of Series C preferred stock. As of June 30, 1999, $80.0 million of
these equity commitments had been funded. The remaining

                                      28
equity commitments will be funded in installments of $35.0 million in February
2000 and $25.0 million in February 2001. The Series C preferred stock provides
for dividends when, as and if declared by our board of directors and contains
limitation on the payment of dividends on our common stock.

   We also received equity contributions from our stockholders in the
aggregate amount of $35.0 million in return for the issuance of 350,000 shares
of Series C preferred stock in order to fund a portion of our acquisition of
an existing cellular system in Myrtle Beach, South Carolina. In addition, we
received equity contributions from our stockholders in the aggregate amount of
approximately $30.0 million in return for the issuance of 165,187 shares of
our Series C preferred stock and 134,813 shares of our Series D preferred
stock in order to fund a portion of our Norfolk license acquisition.

   On June 8, 1999, we completed an exchange of licenses with AT&T. We
transferred licenses covering the Hagerstown and Cumberland, Maryland areas
and received licenses covering the Savannah and Athens, Georgia areas. We
issued to AT&T 53,882 shares of our Series A preferred stock and 42,739 shares
of our Series D preferred stock in connection with this exchange.

   On February 3, 1998, we entered into a loan agreement that provides for a
senior secured bank facility with a group of lenders for an aggregate amount
of $425.0 million of borrowings. The bank facility provides for:

  .  a $175.0 million senior secured Tranche A term loan maturing on August
     3, 2006;

  .  a $150.0 million senior secured Tranche B term loan maturing on May 3,
     2007; and

  .  a $100.0 million senior secured revolving credit facility maturing on
     August 3, 2006.

   The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $425.0
million to finance working capital requirements, capital expenditures and
other corporate purposes. Our borrowings under these facilities are subject to
customary conditions, including the absence of material adverse changes.

   We must begin to repay the term loans in quarterly installments, beginning
on February 3, 2002, and the commitments to make loans under the revolving
credit facility are automatically and permanently reduced beginning on August
3, 2004. In addition, the credit facility requires us to make mandatory
prepayments of outstanding borrowings under the credit facility, commencing
with the fiscal year ending December 31, 2001, based on a percentage of excess
cash flow and contains financial and other covenants customary for facilities
of this type, including limitations on investments and on our ability to incur
debt and pay dividends. As of June 30, 1999, we had drawn $150.0 million under
the Tranche B term loan, which we expect to use to fund future operations. See
"Description of Certain Indebtedness--Credit Facility."

   We had an additional $275.0 million available under our credit facility as
of June 30, 1999.

   We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase our current credit facility by $125.0 million. The increase would
consist of two term loans:

  .  a $75.0 million, senior secured Tranche C term loan maturing on August
     3, 2006; and

  .  a $50.0 million, single-draw senior secured Tranche D term loan maturing
     on May 3, 2007.

   The commitment letter is subject to various conditions, including
negotiation and execution of a definitive document. We cannot assure you that
we will be able to enter into this definitive document.

                                      29
On May 7, 1998, we completed an offering of $512.0 million aggregate
principal amount at maturity of 11% senior subordinated discount notes due
2008 under Rule 144A of the Securities Act. The proceeds of the offering,
after deducting an initial purchasers' discount of $9.0 million, were $291.0
million. The notes are guaranteed by all of our subsidiaries. The indenture
for the notes contains customary covenants, including covenants that limit our
subsidiaries' ability to pay dividends to us, make investments and incur debt.
The indenture also contains customary events of default.

   We entered into an agreement on July 13, 1999 with American Tower
Corporation to sell all of our owned personal communications tower facilities,
along with certain other related assets. The aggregate purchase price for
these assets is approximately $72.8 million. At the closing of the
transaction, the parties will enter into certain other agreements, including:

  .  a master license and sublease agreement providing for our lease of the
     tower facilities from American Tower;

  .  an amendment to an existing build-to-suit agreement between us and
     American Tower providing for American Tower's construction of 100
     additional tower sites that we will then lease from American Tower; and

  .  an amendment to an existing site acquisition agreement expanding the
     agreement to provide for American Tower to perform site acquisition
     services for 70% of the tower sites we develop through December 31,
     2000.

   The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

   We believe that the proceeds from this offering coupled with cash on hand,
available credit facility borrowings, the equity investments that have been
committed to us and proceeds from the tower sale will be sufficient to meet
our projected capital requirements. See "Use of Proceeds." Although we
estimate that these funds will be sufficient to build-out our network and to
enable us to provide services to 100% of the customers in our licensed area,
it is possible that additional funding will be necessary. See "Risk Factors--
We may require significant additional capital." Our ability to meet our
capital requirements is subject to our ability to construct our network and
obtain customers in accordance with our plans and assumptions and a number of
other risks and uncertainties, including those discussed under the heading
"Risk Factors." The build-out of our network may not be completed as projected
or we may not be able to generate positive cash flow. If any of our
projections are incorrect, we may not be able to meet our projected capital
requirements.

   For the year ended December 31, 1998, net cash provided by financing
activities increased $498.4 million to $511.3 million, as compared to the
period from March 6, 1997 to December 31, 1997. The increase was due primarily
to proceeds from borrowings under our credit facility of $150.0 million,
proceeds from the issuance of subordinated debt of $291.0 million, which was
net of an initial purchasers' discount of $9.0 million, and capital
contributions of $82.7 million from the cash equity investors and certain
management shareholders related to funding of their capital commitments and
receipt of additional capital contributions related to the Myrtle Beach and
Norfolk acquisitions.

   Cash and cash equivalents totaled $9.3 million at June 30, 1999, as
compared to $146.2 million at December 31, 1998. This decrease was the result
of capital expenditures of $111.4 million related to our network build-out and
the purchase of marketable securities of $22.5 million. Net working capital
totaled approximately $40.6 million at June 30, 1999, as compared to $146.2
million at December 31, 1998.

                                      30
Year 2000 Compliance

   The year 2000 issue is the result of computer programs being written using
two digits rather than four digits to define the applicable year. Computer
programs that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations and a temporary inability
to process transactions, send invoices or engage in normal business
activities.

   Currently, we are actively taking measures to eliminate or mitigate the
impact of any issues associated with the year 2000. To that end, we have
established a project team with senior management sponsorship to provide
centralized coordination for our year 2000 related activities.

   This team has substantially completed an inventory phase and has made
substantial progress in an assessment phase. Although the majority of the
software, hardware and firmware deployed as part of our start-up operation was
procured to the latest revision levels and we believe it to be year 2000
compatible, our process requires reverification of the year 2000 readiness
capabilities of our vendors, suppliers and third party providers. We are
surveying all suppliers and third-party vendors we deem to be critical to our
operations to ensure our readiness for, and non-disruption of our services due
to, the year 2000. This assessment and surveying process allows us to identify
those remediation efforts necessary to ensure that our systems and
applications will continue to operate without interruption prior to, during
and after the year 2000. However, we cannot assure you that the information
provided to us by our vendors, suppliers and third-party providers is
accurate. As such, we cannot guarantee that inaccurate information provided to
us could not have a material adverse effect upon our business.

   To date, our assessments have shown that our main switching and
transmission equipment, with the exception of the Myrtle Beach operational
systems, is capable of correctly recognizing and processing date sensitive
information. This capability was further demonstrated through inter-
operability testing conducted by the Cellular Telecommunications Industry
Association. In addition to revealing the year 2000 readiness of the wireless
operational infrastructure, initial assessments of support system providers
have revealed some products and applications that are not currently year 2000
compatible. In all instances we have identified to date, the supplier(s) of
those products or applications have asserted that their product(s) will be
compliant in the third quarter of 1999. However, we cannot guarantee that the
systems of other companies which we rely on will be converted on a timely
basis or that another company's failure to convert would not have a material
adverse effect on our business.

   The Myrtle Beach operational and financial systems which we acquired were
integrated with the systems being deployed as part of our initial personal
communications services network build-out in the first quarter of 1999.
Additionally, we are developing plans to upgrade or replace the existing
operational systems with year 2000 compliant versions. We expect to complete
this remediation effort by the end of the third quarter of 1999. Our failure
to upgrade the Myrtle Beach operational systems to year 2000 compliance could
have a material adverse effect on our business.

   We have begun the process of developing a comprehensive set of contingency
plans to address situations that may result if we experience any disruptions
of our critical operations due to year 2000 related issues. The goal of the
contingency plan is to minimize the impact of any year 2000 interruptions as
well as to mitigate any resulting damages. We cannot assure you that we will
be able to develop contingency plans that will adequately address issues that
may arise due to year 2000 issues. Our failure to resolve such issues
successfully could result in a disruption of our service and operations, which
would have a material adverse effect on our business.

   We estimate the costs associated with year 2000 issues to be approximately
$350,000, of which we have spent $220,000 to date. These costs are not
material to our business operations or financial position. The costs of our
contingency plan and the date on which we believe we will complete year 2000
modifications are based on management's best estimates, which were derived
utilizing numerous assumptions regarding future events, including the
continued availability of certain resources, third-party modification plans
and other factors. We cannot assure you that we will achieve these estimates,
and actual results could differ materially from those we anticipate.

                                      31
Inflation

   We do not believe that inflation has had a material impact on operations.

Qualitative and Quantitative Disclosures About Market Risks

   We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S.
dollar denominated. Our market risk therefore is the potential loss arising
from adverse changes in interest rates. As of June 30, 1999, the debt can be
categorized as follows (dollars in thousands):
Fixed interest rates:
          Senior subordinated debt......................... $331,650
        Subject to interest rate fluctuations:
          Bank credit facility............................. $150,000
Interest Rate Risk Management Agreements

   Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through our borrowings, but
sometimes we use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.

   We enter into interest rate protection agreements to lock in interest rates
on the variable portion of our debt. We do not use these agreements for
trading or other speculative purposes, nor are we a party to any leveraged
derivative instrument. Although these agreements are subject to fluctuations
in value, they are generally offset by fluctuations in the value of the
underlying instrument or anticipated transaction.

   In an interest rate swap, we agree to exchange, at specified intervals, the
difference between a variable interest rate, based on the three-month London
interbank offer rate, and either a fixed rate or another variable interest
rate calculated by reference to an agreed-upon notional principal amount. The
resulting rate differential is reflected as an adjustment to interest expense
over the life of the swap. We did not exercise these swaps during 1998. At
December 31, 1998, we would have received $23,000 to settle these agreements.

   The following table summarizes our off-balance sheet interest rate swap
agreements at December 31, 1998:
Notional                                   Pay Rate Receive Rate
                          Amount  Fair Value        Maturity        (Fixed)   (Variable)
                         -------- ---------- ---------------------- -------- ------------
                                             (dollars in thousands)
Pay fixed rate, receive
 floating rate.......... $35,000     $254            12/03           4.805%     5.156%
Pay fixed rate, receive
 floating rate.......... $40,000     $369            12/03           4.760%     5.156%
Payments under each agreement are quarterly, commencing March 1999 and
ending December 2003.

Recent Accounting Pronouncements

   In June 1998, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments imbedded in other
contracts, collectively referred to as derivatives, and for hedging
activities. As issued, SFAS 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 1999, with earlier application
encouraged. On July 8, 1999, the FASB issued SFAS No. 137, "Deferral of the
Effective Date of SFAS No. 133," which delayed the effective date of SFAS 133
for one year to fiscal years beginning after June 15, 2000. We are currently
evaluating the financial impact of adopting SFAS No. 133. The adoption is not
expected to have a material impact on our consolidated result of operations,
financial position or cash flows.

                                      32
BUSINESS

Overview

   We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T, our largest equity sponsor. As part of the
agreement, AT&T contributed personal communications services licenses for 20
MHz of authorized frequencies covering 11 million potential customers within
defined areas of our region in exchange for an equity position in Triton.
Since that time, we have expanded our coverage area to include an additional 2
million potential customers through acquisitions and license exchanges with
AT&T. As part of the transactions with AT&T, we were granted the right to be
the exclusive provider of wireless mobility services using equal emphasis co-
branding with AT&T within our region. We believe our markets are strategically
attractive because of their proximity to AT&T's wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets,
which collectively cover a population of more than 27 million individuals. Our
market location is attractive as we are the preferred provider of wireless
mobility services to AT&T's digital wireless customers who roam into our
markets. Our strategy is to provide extensive coverage to customers within our
region, to offer our customers coast-to-coast coverage and to benefit from
roaming revenues generated by AT&T's and other carriers' wireless customers
who roam into our covered area. Our management team is led by Michael Kalogris
and Steven Skinner, the former Chief Executive Officer and Chief Operating
Officer of Horizon Cellular Group, respectively.

   Our network build-out is scheduled for three phases. In the first half of
1999, we completed Phase I of this build-out and successfully launched
personal communications services in 15 markets. We are now able to provide
service to over 8.7 million individuals, or 67% of our potential customers.
Our network in these 15 markets includes 660 cell sites and four switches.
Since we began offering services in these 15 markets, our subscriber base and
the number of minutes generated by non-Triton subscribers roaming onto our
network have grown dramatically. From January 1999 to June 1999, our
subscriber base grew from 33,844 users to 78,364 users, and roaming minutes
generated by non-Triton subscribers increased from approximately 0.7 million
minutes per month to approximately 11.4 million minutes per month.

   We are in the process of completing our Phase II network build-out. Phase
II of our network will cover 18 additional cities, 4.1 million potential
customers, approximately 4,400 highway miles, 580 new cell sites and two
incremental switches. We expect to complete Phase II of our build-out and
launch services in these 18 new markets by the end of the first quarter of
2000. When Phase II is complete, we will be able to provide services to 98% of
the potential customers in our licensed area.

   Phase III of our network build-out will focus on covering major highways
linking the cities in our licensed area, as well as neighboring cities where
AT&T and other carriers use compatible wireless technology. We expect Phase
III to be completed by year-end 2001 and to add approximately 1,050 cell sites
and two switches to our network. Upon completion of Phase III, we will be able
to provide services to 13 million potential customers, and our network will
include approximately 2,300 cell sites and eight switches and span
approximately 18,000 highway miles.

                                      33
The following table shows the three phases of our planned network build-
out:
Phase I                 Phase II             Phase III
             ---------------------- ------------------------ ------------------
North
 Carolina... Fayetteville-Lumberton Asheville-Hendersonville Roanoke Rapids
             Hickory-Lenoir         Rocky Mount-Wilson
             Wilmington             New Bern
                                    Jacksonville
                                    Greenville-Washington
                                    Goldsboro-Kinston
South
 Carolina... Myrtle Beach           Sumter                   Greenwood
             Anderson               Hilton Head              Orangeburg
             Charleston             Beaufort
             Columbia
             Florence
             Greenville-Spartanburg
Georgia..... Augusta                Savannah
                                    Athens

Virginia.... Norfolk-Virginia Beach Danville
             Charlottesville        Harrisonburg
             Fredericksburg         Lynchburg
             Richmond-Petersburg    Martinsville
             Roanoke                Staunton-Waynesboro
                                    Winchester
Tennessee...                        Kingsport
Kentucky....                                                 Middlesboro-Harlan
Highway
 Miles...... 427                    4,379                    13,224
Our markets have attractive demographic characteristics for wireless
communications services, including population growth rates which are higher
than the national average, population densities which are 87% greater than the
national average, high household incomes and favorable business climates.

   Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including a network of 42 company-owned retail stores,
over 150 indirect outlets, including nationally recognized retailers such as
Circuit City, Office Depot, Staples and Best Buy, and approximately 60 direct
sales representatives covering corporate accounts. We currently plan to add
approximately 46 additional company-owned retail stores in 1999.

   We believe that as a Member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with two other
Members of the AT&T Wireless Network, TeleCorp PCS and Tritel PCS, to operate
with those affiliates under a common regional brand name, SunCom, throughout
an area covering approximately 43 million potential customers primarily in the
south-central and southeastern United States. We believe this arrangement will
allow us to establish a strong regional brand name within our markets.

Strategic Alliance with AT&T

   One of our most important competitive advantages is our strategic alliance
with AT&T, the largest provider of wireless communications services in the
United States. As part of its strategy to rapidly expand its digital wireless
coverage in the United States, AT&T has focused on constructing its own
network and making strategic

                                      34
acquisitions in selected cities, as well as entering into agreements with four
independent wireless operators, including Triton, to construct and operate
personal communications services networks in other markets.

   Our strategic alliance with AT&T provides us with many business,
operational and marketing advantages, including the following:

  .  Recognized Brand Name. We market our wireless services to our potential
     customers giving equal emphasis to the SunCom and AT&T brand names and
     logos. We believe that association with the AT&T brand name
     significantly increases the likelihood that potential customers will
     purchase our wireless communications services.

  .  Exclusivity. We are AT&T's exclusive provider of facilities-based
     wireless mobility communications services using equal emphasis co-
     branding with AT&T in our covered markets, and, from time to time, we
     may participate with AT&T in other programs. Additionally, we have
     entered into an agreement whereby AT&T provides long distance services
     to us at preferred rates.

  .  Preferred Roaming Partner. We are the preferred roaming partner for
     AT&T's digital wireless customers who roam into our coverage area. We
     expect to benefit from growth in roaming traffic as AT&T's digital
     wireless customers, particularly those in Washington, D.C., Charlotte,
     North Carolina and Atlanta, Georgia, travel into our markets.

  .  Coverage Across the Nation. With the use of advanced multi-mode handsets
     which transition between personal communications services and cellular
     frequencies, our customers have access to coast-to-coast coverage
     through our agreements with AT&T, other Members of the AT&T Wireless
     Network and with other third-party roaming partners. These agreements
     cover approximately 98% of the United States population, including in-
     region roaming coverage in all of our covered markets. We believe this
     coast-to-coast coverage provides a significant advantage over our
     personal communications services competitors in our markets and allows
     us to offer competitive pricing plans, including national rate plans.

  .  Volume Discounts. We receive preferred terms on certain products and
     services, including handsets, infrastructure equipment and
     administrative support from companies who provide these products and
     services to AT&T. For example, we have arrangements with Lucent
     Technologies, Inc., Ericsson and Nokia Corp. to supply us with handsets,
     mobile telephone equipment, software and services at preferred prices.

  .  Marketing. We benefit from AT&T's nationwide marketing and advertising
     campaigns, including the success of AT&T's national rate plans, in the
     marketing of our own plans. In addition, we are working with AT&T's
     national sales representatives to market our wireless services to AT&T
     corporate customers located in our markets.

Competitive Strengths

   In addition to the advantages provided by our strategic alliance with AT&T,
we have the following competitive strengths:

  .  Attractive Licensed Area. Our markets have favorable demographic
     characteristics for wireless communications services, such as population
     growth which is higher than the national average and population
     densities which are 87% greater than the national average. In addition,
     we believe our markets are strategically important to AT&T's digital
     wireless network as our licensed areas are adjacent to three of its most
     important markets on the eastern seaboard--Washington, D.C., Charlotte,
     North Carolina and Atlanta, Georgia.

                                      35
.  Superior Technology. We are building our personal communications
     services network using time division multiple access digital technology.
     This technology is also used by AT&T, and, therefore, our network is
     compatible with AT&T's network and other time division multiple access
     digital technology networks. This technology allows wireless
     communications service providers to offer enhanced features, higher
     network quality, improved in-building penetration and greater network
     capacity relative to analog cellular service. In addition, handsets
     operating on a digital system are capable of sleep-mode while turned on
     but not in use, thus increasing standby availability for incoming calls
     as users will be able to leave these phones on for significantly longer
     periods than they can with wireless phones using an earlier technology.

  .  Experienced Management. We have a management team with a high level of
     experience in the wireless communications industry. Our senior
     management team has an average of 11 years of experience with wireless
     leaders such as AT&T, Bell Atlantic, Horizon Cellular and ALLTEL. Our
     senior management team also owns in excess of   % of our common stock,
     after giving effect to the offering.

  .  Contiguous Service Area. We believe our contiguous service area allows
     us to cost effectively offer large regional calling areas to our
     customers. Further, we believe that we generate operational cost
     savings, including sales and marketing efficiencies, by operating in a
     contiguous service area. Operating in a contiguous service area also
     enables us to route a large number of minutes on our network, thereby
     reducing interconnect costs for access to other networks.

  .  Strong Capital Base. Following the completion of this offering, our
     business plan will be fully funded with capital of approximately $1.4
     billion, consisting of $191.5 million of irrevocable equity commitments,
     $133.2 million of AT&T capital contributions, up to $550.0 million of
     borrowings under our senior credit facilities, approximately $290.0
     million of net proceeds from a senior subordinated notes offering
     completed in 1998, approximately $70.0 million of proceeds from an
     expected closing of the sale of our towers and $125.0 million of
     proceeds from this offering. Our equity sponsors include AT&T, Chase
     Capital Partners, J.P. Morgan Investment Corporation, Desai Capital
     Management Incorporated, Toronto Dominion Capital (USA), Inc., First
     Union Capital Partners, Inc. and Duff Ackerman Goodrich & Assoc. L.P.

Business Strategy

   Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

  .  Operate a Superior, High Quality Network. We are committed to making the
     capital investment required to develop and operate a superior, high
     quality network. Our network, when complete, will include approximately
     2,300 cell sites and eight switches and span approximately 18,000
     highway miles. We believe this network will enable us to provide
     extensive coverage within our region and consistent quality performance,
     resulting in a high level of customer satisfaction. Our capital
     investment is designed to provide a highly reliable network as measured
     by performance factors such as percentage of call completion and number
     of dropped calls. We maintain a state-of-the-art network operations
     system, and, to ensure continuous monitoring and maintenance of our
     network, we also have a disaster recovery plan.

  .  Provide Superior Coast-to-Coast and In-Market Coverage. Our market
     research indicates that scope and quality of coverage are extremely
     important to customers in their choice of a wireless service provider.
     We have designed extensive local calling areas, and we offer coast-to-
     coast coverage through our arrangements with AT&T, its affiliates and
     other third-party roaming partners. Our network covers those areas where
     people are most likely to take advantage of wireless coverage, such as
     suburbs, metropolitan areas and vacation locations. Through the use of
     multi-mode handsets, we offer our customers a large in-market licensed
     area and coast-to-coast roaming, providing them with reliable, quality
     service.

  .  Provide Enhanced Value at Low Cost. We offer our customers advanced
     services and features at competitive prices. Our affordable, simple
     pricing plans are designed to promote the use of wireless services by
     enhancing the value of our services to our customers. We include usage-
     enhancing features

                                      36
such as call waiting, voice mail, three-way conference calling and short
   message service in our basic packages. We market our services with a
   simple, all-in-one focus: digital phone, pager and voice mail. We also
   allow customers to purchase large packages of minutes per month for a low
   fixed price. These minutes can generally be used throughout the southeast
   region of the United States without paying additional roaming fees or long
   distance charges. We believe we can offer competitive services because of
   the cost advantages provided by our agreements with AT&T and the other
   SunCom companies, the cost-effective characteristics of time division
   multiple access digital technology and our centralized administrative
   functions and efficient distribution.

  .  Deliver Quality Customer Service. We believe that superior customer
     service is a critical element in attracting and retaining customers. Our
     administrative systems operate on a standardized application interface,
     which allows us to deploy best of breed software packages. In addition,
     our point-of-sale activation process is designed to ensure quick and
     easy service initiation, including customer qualification. We also
     emphasize proactive and responsive customer care, including rapid call-
     answer times, welcome packages and anniversary calls. We currently
     operate state-of-the-art customer care facilities in Richmond, Virginia
     and Charleston, South Carolina that house our customer service and
     collections personnel.

License Acquisition Transactions

   Our original personal communications services licenses were acquired as part
of our joint venture agreement with AT&T.

   On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $160.0 million. We integrated the Myrtle Beach system,
which used time division multiple access digital technology, into our personal
communications services network as part of our Phase I network deployment. The
substantial majority of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.

   On December 31, 1998, we acquired from AT&T a personal communications
services license covering the Norfolk, Virginia basic trading area, as well as
a recently deployed network plant and infrastructure, for an aggregate purchase
price of $105.0 million. The integration and launch of our Norfolk personal
communications services were completed as part of our Phase I network build-
out.

   On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T. As part of this transaction, we transferred
Hagerstown and Cumberland, Maryland personal communications services licenses
that cover approximately 512,000 potential customers for Savannah and Athens,
Georgia personal communications services licenses that cover approximately
517,000 potential customers. We also issued to AT&T 53,882 shares of our Series
A preferred stock and 42,739 shares of our Series D preferred stock in
connection with the exchange. We expect to build out our Savannah and Athens
licenses as part of Phase II of our network deployment plan.

                                       37
Summary Market Data

   We believe the contiguous markets covered by our personal communications
services licenses are in an area with attractive demographic characteristics,
including above national average population growth, population density which
is 87% above the national average and strong local interstate traffic density.
The following table presents statistical information concerning the markets
covered by our licenses:
Estimated
                            Potential    % Growth   Population  Local Interstate
Licensed Areas(1)          Customers(2)  1995-2000  Density(3) Traffic Density(4)
-----------------          ------------  ---------  ---------- ------------------
Charlotte Major Trading
 Area
Anderson, SC.............       329.4       0.97%      114           29,830
Asheville/Hendersonville,
 NC......................       568.2       1.41        93           28,806
Charleston, SC...........       638.0      (0.10)      118           36,887
Columbia, SC.............       627.9       1.18       158           31,678
Fayetteville/Lumberton,
 NC......................       642.0       1.51       133           27,781
Florence, SC.............       257.0       0.80       113           24,924
Goldsboro/Kinston, NC....       233.0       0.98       114            9,068
Greenville/Washington,
 NC......................       241.3       1.31        60             n.m.
Greenville/Spartanburg,
 SC......................       853.2       0.94       215           28,578
Greenwood, SC............        72.8       0.58        91             n.m.
Hickory/Lenoir, NC.......       319.9       1.16       196           31,709
Jacksonville, NC.........       150.3       0.67       197             n.m.
Myrtle Beach, SC.........       156.6       0.83       137             n.m.
New Bern, NC.............       166.9       0.49        82             n.m.
Orangeburg, SC...........       118.8       0.25        63           27,530
Roanoke Rapids, NC.......        79.6       0.55        63           28,837
Rocky Mount/Wilson, NC...       212.7       0.82       150           26,101
Sumter, SC...............       154.1       0.87        92           19,303
Wilmington, NC...........       304.3       2.50       106           14,139
Knoxville Major Trading
 Area
Kingsport, TN............       682.2       0.38       116           23,560
Middlesboro/Harlan, KY...       123.3       0.23        77             n.m.
Atlanta Major Trading
 Area
Athens, GA...............       188.0       1.66       136           37,150
Augusta, GA..............       567.8       0.51        88           24,425
Savannah, GA.............       715.0       1.38        78           24,362
Washington Major Trading
 Area
Charlottesville, VA......       211.4       1.13        73           15,981
Fredericksburg, VA.......       132.5       2.64        98           67,775
Harrisonburg, VA.........       140.9       0.98        57           29,618
Winchester, VA...........       154.8       1.23       116           25,166
Richmond Major Trading
 Area
Danville, VA.............       177.6       0.32        79             n.m.
Lynchburg, VA............       158.1       0.01       116           32,447
Martinsville, VA.........        89.3      (0.34)      102             n.m.
Norfolk-Virginia Beach,
 VA......................     1,772.0       0.93       299           61,252
Richmond/Petersburg, VA..     1,202.7       0.84       131           36,233
Roanoke, VA..............       638.8       0.48        90           27,649
Staunton/Waynesboro, VA..       106.9       0.62        75           27,180
 Triton total/average....    13,187.0(5)    0.91(6)    144(7)        30,240(8)
 U.S. average............        n.a.       0.83        77(9)        31,521
38
All figures are based on 1997 estimates published by Paul Kagan Associates,
Inc. in 1998.

  (1)  Licensed areas are segmented into basic trading areas.

  (2)  The estimated average annual population growth rate for 1995-2000 was
       applied to estimates of 1995 potential customers to calculate the 1997
       potential customers in each market.

  (3)  Number of potential customers per square mile.

  (4)  Daily vehicle miles traveled (interstate only) divided by interstate
       highway miles in the relevant area.

  (5)  Total potential customers in the licensed area.

  (6)  Weighted by potential customers. Projected average annual population
       growth in our licensed area.

  (7)  Weighted by population equivalents. Average number of potential
       customers per square mile in our licensed area.

  (8)  Weighted by interstate miles. Average daily vehicle miles traveled
       (interstate only) divided by interstate highway miles in our licensed
       area.

  (9)  Average number of potential customers per square mile for the U.S.

Sales and Distribution

   Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed
service area. Our distribution channels include a network of company-owned
retail stores, independent retailers and a direct sales force for corporate
accounts, as well as direct marketing channels such as telesales, neighborhood
sales and online sales. We also work with AT&T's national corporate account
sales force to cooperatively exchange leads and develop new business.

  .  Company-Owned Retail Stores. We make extensive use of company-owned
     retail stores for the distribution and sale of our handsets and
     services. We believe that company-owned retail stores offer a
     considerable competitive advantage by providing a strong local presence,
     which is required to achieve high penetration in suburban and rural
     areas. We also believe that company-owned retail stores offer one of the
     lowest customer acquisition costs among our different distribution
     channels. Sales representatives in company-owned retail stores receive
     in-depth training, which allows them to explain our wireless
     communications services simply and clearly. This training, combined with
     the use of a highly sophisticated point-of-sale terminal, enables
     completion of an entire transaction, from the time the customer enters
     the store to the time of handset activation, within ten minutes. We
     believe this process distinguishes us from our competitors and will
     increase subscribership within our markets. Our flagship stores are
     located in the principal retail district in each market. We have opened
     42 company-owned SunCom stores as of June 30, 1999, and by year-end
     1999, we expect to own approximately 90 SunCom stores.

  .  Retail Outlets. We have negotiated distribution agreements with national
     and regional mass merchandisers and consumer electronics retailers,
     including Circuit City, Office Depot, Staples, Best Buy, Metro Call and
     Zap's. We currently have over 150 retail outlet locations where
     customers can purchase our services. These distributors are chosen based
     upon their ability to reach our target customers in our service area. In
     some of these retail store locations, we are implementing a store-
     within-a-store concept, which uses visual merchandising to capitalize on
     the brand awareness created by both SunCom and AT&T advertising. We
     support their dedication of valuable floor space to wireless
     communications products through a local team of retail merchandisers and
     attention grabbing point-of-sale materials.

  .  Direct Sales. We focus our direct sales force on high-revenue, high-
     profit corporate users. Our direct corporate sales force consists of
     approximately 60 dedicated professionals targeting wireless decision-
     makers within large corporations. We also benefit from AT&T's national
     corporate accounts sales force,

                                      39
which supports the marketing of our services to AT&T's large national
   accounts located in certain of our service areas. We have formed regional
   advisory groups as an additional way to interface with corporate customers
   in our markets. These advisory groups are comprised of local business
   leaders who are wireless users or prospective users and are designed to
   provide timely feedback regarding our proposed wireless offerings and to
   establish a customer base prior to launch. See "--Marketing Strategy."

  .  Direct Marketing. We use direct marketing efforts such as direct mail
     and telemarketing to generate customer leads. Telesales allow us to
     maintain low selling costs and to sell additional features or customized
     services.

  .  Website. Our web page provides current information about us, our markets
     and our product offerings. We are also establishing an online store on
     our website. The web page conveys our marketing message, and we expect
     it will generate customers through online purchasing. We deliver all
     information that a customer requires to make a purchasing decision at
     our website. Customers are able to choose rate plans, features, handsets
     and accessories. The online store will provide a secure environment for
     transactions, and customers purchasing through the online store will
     encounter a transaction experience similar to that of customers
     purchasing service through other channels.

Marketing Strategy

   Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost, inconsistent
performance and overall confusion about wireless services create subscriber
dissatisfaction and reduce the attractiveness of wireless services for
potential new subscribers. We believe that our affiliation with the AT&T brand
name and the distinctive advantages of our time division multiple access
digital technology, combined with simplified, attractive pricing plans, will
allow us to capture significant market share from existing analog cellular
providers in our markets and to attract new wireless users. We are focusing
our marketing efforts on four primary market segments:

  .  current cellular users;

  .  individuals with the intent to purchase a wireless product within six
     months;

  .  corporate accounts; and

  .  pre-paid subscribers.

   For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that
targeted service offerings will increase customer loyalty and satisfaction,
thereby reducing customer turnover.

   The following are key components of our marketing strategy:

  .  Regional Co-Branding. We have entered into agreements with TeleCorp PCS
     and Tritel PCS, two other companies affiliated with AT&T, to adopt a
     common regional brand, SunCom. We market our wireless services as
     SunCom, Member of the AT&T Wireless Network and use the globally
     recognized AT&T brand name and logo in equal emphasis with the SunCom
     brand name and logo. We believe that use of the AT&T brand reinforces an
     association with reliability and quality. We and the other SunCom
     companies are establishing the SunCom brand as a strong local presence
     with a service area covering approximately 43 million potential
     customers. We enjoy preferred pricing on equipment, handset packaging
     and distribution by virtue of our affiliation with AT&T and the other
     SunCom companies. See "Certain Relationships and Related Transactions--
     The AT&T Agreements" and "--Other Related Party Transactions."

                                      40
.  Pricing. Our pricing plans are competitive and straightforward, offering
     large packages of minutes, large regional calling areas and usage
     enhancing features. One way we differentiate ourselves from existing
     wireless competitors is through our pricing policies. We offer pricing
     plans designed to encourage customers to enter into long term service
     contract plans.

   We offer our customers regional, network only and national rate plans. Our
rate plans allow customers to make and receive calls anywhere within the
southeast region and the District of Columbia without paying additional
roaming or long distance charges. By contrast, competing flat rate plans
generally restrict flat rate usage to such competitors' owned networks. By
virtue of our roaming arrangements with AT&T, its affiliates and other third-
party roaming partners, we believe we can offer competitive regional, network
only and national rate plans.

   We also offer pre-pay plans that provide an opportunity for individuals
whose credit profiles would not otherwise allow them access to wireless
communications to take advantage of our services and an attractive alternative
for parents and employers who may need or want to control use by family
members or employees, respectively. We offer our pre-paid subscribers most of
the same digital services and features available to our other customer
segments. Typical pre-pay plans of competitors, by contrast, provide low
quality handsets, high per-minute rates and limited services and features.

   Customer Care. We are committed to building strong customer relationships
by providing our customers with service that exceeds expectations. We
currently operate state-of-the-art customer care facilities in Richmond,
Virginia and Charleston, South Carolina that house our customer service and
collections personnel. Through the support of approximately 100 customer care
representatives and a sophisticated customer care platform provided by
Integrated Customer Systems, we have been able to implement one ring customer
care service using live operators and state-of-the-art call routing, so that
over 90% of incoming calls to our customer care centers are answered on the
first ring. In addition, we emphasize proactive and responsive customer
service, including at least four customer contacts annually such as welcome
calls, first bill calls and anniversary calls. We believe these initiatives
will result in higher levels of customer satisfaction and reduced customer
turnover. We also intend to expand our web-based services to include online
account-specific information that allows customers to check billing, modify
service or otherwise manage their accounts to enhance our customer care.

   Future Product Offerings. We may bundle our wireless communications
services with other communications services through strategic alliances and
resale agreements with AT&T and others. We also may offer service options in
partnership with local business and affinity marketing groups. Examples of
these arrangements include offering wireless services with utility services,
banking services, cable television, Internet access or alarm monitoring
services in conjunction with local information services. Such offerings
provide the customer access to information, such as account status, weather
and traffic reports, stock quotes, sports scores and text messages from any
location.

   Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are directing our
media and promotional efforts at the community level with advertisements in
local publications and sponsorship of local and regional events. We combine
our local efforts with mass marketing strategies and tactics to build the
SunCom and AT&T brands locally. Our media effort includes television, radio,
newspaper, magazine, outdoor and Internet advertisements to promote our brand
name. In addition, we use newspaper and radio advertising and our web page to
promote specific product offerings and direct marketing programs for targeted
audiences.

Services and Features

   We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows
us to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.

                                      41
.  Regional Service Plans. We believe that our large contiguous licensed
     area, which is adjacent to AT&T's licensed areas of Washington, D.C.,
     Charlotte, North Carolina and Atlanta, Georgia, provides us with a
     substantial advantage over the other wireless carriers in the region.
     Our affiliation with AT&T allows us to offer customers coast-to-coast
     coverage, while our sizable licensed area allows us to offer large
     regional calling areas at rates as low as $.07 per minute throughout the
     Southeast.

  .  Feature-Rich Handsets. As part of our service offering, we sell our
     customers the most advanced, easy-to-use, interactive, menu-driven
     handsets that can be activated over the air. These handsets have many
     advanced features, including word prompts and easy-to-use menus, one-
     touch dialing, multiple ring settings, call logs and hands-free
     adaptability. These handsets also allow us to offer the most advanced
     digital services, such as voice mail, call waiting, call forwarding,
     three-way conference calling, e-mail messaging and paging.

  .  Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
     compatible with personal communication services, digital cellular and
     analog cellular frequencies and service modes. These multi-mode handsets
     allow us to offer customers coast-to-coast nationwide roaming across a
     variety of wireless networks. These handsets incorporate a roaming
     database, which can be updated over the air, that controls roaming
     preferences from both a quality and cost perspective. We have branded
     our multi-mode handsets under the name m-net(TM) Technology.

Network Build-Out

   The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out wide-area cellular-like networks. We have
successfully launched service in all of our Phase I markets, which includes 15
cities, 427 highway miles, 660 cell sites and four switches. During Phase II,
which we expect to complete by the end of the first quarter of 2000, we plan
to launch services in an additional 18 cities, cover approximately 4,400
highway miles, and add 580 new cell sites and two incremental switches. The
Phase III network design will complete our initial network build-out plan. We
expect Phase III to add four cities, approximately 13,000 highway miles,
approximately 1,050 cell sites and two switches to our network by year-end
2001.

   The build-out of our network involves the following:

  .  Radio Frequency Design. Triton, along with Wireless Facilities Inc., a
     radio frequency engineering firm, has developed the radio frequency
     design for the build-out of our network. This process includes cell site
     design, frequency planning and network optimization for each of these
     markets and also the allocation of voice channels and assignment of
     frequencies to cell sites.

  .  Property Acquisition, Construction and Installation. Two experienced
     vendors, Crown Castle International Corp. and American Tower, identify
     and obtain the property we require to build out our network, which
     includes securing all zoning, permitting and surveying approvals and
     licenses. As of June 30, 1999, we had signed leases or options for 785
     sites, 48 of which were awaiting required zoning approvals. Crown Castle
     and American Tower also act as our construction management contractors
     and employ local construction firms to build the cell sites.

  .  Microwave Relocation. We must clear our personal communications services
     spectrum by relocating certain commercial microwave service users within
     our licensed area before we can become operational. We have contracted
     with Crown Castle to assist in the microwave relocation process. We
     believe that we still have to relocate two additional microwave paths,
     which we plan to relocate as business requirements for service coverage
     expansion dictate and as FCC negotiation periods expire.

  .  Interconnection. Our digital wireless network connects to local exchange
     carriers. We have negotiated and received state approval of
     interconnection agreements with telephone companies operating or
     providing service in the areas where we are currently operating our
     digital personal communications services network. We use AT&T as our
     inter-exchange or long-distance carrier.

                                      42
.  Roaming. In areas where time division multiple access-based personal
     communications services are not available, we offer a roaming option on
     the traditional analog cellular and digital cellular systems via multi-
     mode handsets capable of transmitting over either cellular or personal
     communications services frequencies. Under the terms of our agreements
     with AT&T, our customers who own multi-mode handsets are able to roam on
     AT&T's network, and we benefit from roaming agreements with AT&T, other
     Members of the AT&T Wireless Network and third-party operators of
     wireless systems.

Network Operations

   The effective operation of our network requires public switched
interconnection and backhaul agreements with other communications providers,
long distance interconnection, the implementation of roaming arrangements, the
development of network monitoring systems and the implementation of
information technology systems.

   Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic between our network and both the local exchange and long distance
carriers. We have signed agreements with numerous carriers.

   Long Distance. We have executed a wholesale long distance agreement with
AT&T providing for preferred rates for long distance services.

   Roaming. Through our arrangements with AT&T and via the use of multi-mode
handsets, our customers have roaming capabilities on AT&T's wireless network.
Further, we have established roaming agreements with third-party carriers at
preferred pricing, including in-region roaming agreements covering all of our
launched service areas.

   Network Monitoring Systems. Our network monitoring systems provide around-
the-clock monitoring and maintenance of our entire network. Our network
monitoring center is equipped with sophisticated systems that constantly
monitor the status of all base stations and switches and recording network
traffic. The network monitoring systems provide continuous monitoring of
system quality for blocked or dropped calls, call clarity and evidence of
tampering, cloning or fraud. We designed our network monitoring center to
oversee the interface between customer usage, data collected at switch
facilities and our billing systems. We manage usage reports, feature
activation and related billing times on a timely and accurate basis. Our
network monitoring center is located in the Richmond, Virginia switching
center, and we also have back-up network monitoring center capabilities in our
Greenville, South Carolina switching center. In addition, we utilize
Ericsson's network operations center in Richardson, Texas for off-hour network
monitoring and dispatch, thereby providing constant network monitoring and
support.

   Information Technology. We operate management information systems to handle
customer care, billing, network management and financial and administrative
services. These systems focus on three primary areas:

  .  network management, including service activation, pre-pay systems,
     traffic and usage monitoring, trouble management and operational support
     systems;

  . customer care, including billing systems and customer service and support
    systems; and

  .  business systems, including financial, purchasing, human resources and
     other administrative systems.

   We have incorporated sophisticated network management and operations
support systems to facilitate network fault detection, correction and
management, performance and usage monitoring and security. We employ system
capabilities developed to allow over-the-air activation of handsets and to
implement fraud protection measures. We maintain stringent controls for both
voluntary and involuntary deactivations. We try to minimize subscriber
disconnections by:

  .  preactivation screening to identify any prior fraudulent or bad debt
     activity;

  .  credit review; and

  .  call pattern profiling to identify needed activation and termination
     policy adjustments.

                                      43
These systems operate on a standardized application interface, which allows
us to deploy best of breed software packages. We have engaged a variety of
industry leaders to provide these management information systems, including:
System                                            Vendor
   ------                                            ------
Billing.......................................... Convergys Corporation
   Customer Care.................................... Integrated Customer Systems
   Telephone/Call Center............................ Lucent Technologies, Inc.
   Fraud Detection.................................. Systems Link
   Activation....................................... Aldiscon
   Point-of-Sale.................................... Lightbridge, Inc.
We are developing a state-of-the-art database and reporting system, which
will also allow us to cross-link billing, marketing and customer care systems
to collect customer profile and usage information. We believe this information
provides us with the tools necessary to increase revenue through channel and
product profitability analysis and to reduce customer acquisition costs
through implementation of more effective marketing strategies.

Time Division Multiple Access Digital Technology

   We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal
communications services and cellular frequencies, including both analog and
digital cellular. This technology allows for enhanced services and features
over other technologies, such as short-messaging, extended battery life, added
call security and improved voice quality, and its hierarchical cell structure
enables us to enhance network coverage with lower incremental investment
through the deployment of micro, as opposed to full-size, cell sites. This
will enable us to offer customized billing options and to track billing
information per individual cell site, which is practical for advanced wireless
applications such as wireless local loop and wireless office applications. In
addition, time division multiple access technology allows three times the
capacity of analog systems.

   Time division multiple access digital technology is the digital technology
choice of two of the three largest wireless communications companies in the
United States, AT&T and SBC Communications. This technology served an
estimated 19 million subscribers worldwide and nine million subscribers in
North America as of December 31, 1998, according to the Universal Wireless
Communications Consortium, an association of time division multiple access
service providers and manufacturers. We believe that the increased volume of
time division multiple access users has increased the probability that this
technology will remain an industry standard. Time division multiple access
equipment is available from leading telecommunication vendors such as Lucent,
Ericsson and Northern Telecom, Inc. See "Risk Factors--Our technological
infrastructure could become obsolete, resulting in costly upgrades or
replacement."

Competition

   We compete directly with at least two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. The principal cellular
competitors in our region include Bell Atlantic Corporation, BellSouth
Corporation, ALLTEL Corporation and GTE Corporation. These cellular providers
have an infrastructure in place and have been operational for a number of
years, and some of these competitors have greater financial and technical
resources than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies employed by
these competitors are code division multiple access and global system for
mobile communications, two competing digital wireless standards.

   We will also compete with personal communications services license holders
in each of our markets. We believe that the ownership of other personal
communications services licenses in our licensed area is fragmented.

                                      44
However, Sprint Corporation and BellSouth, among others, hold licenses that
overlap large portions of our licensed area. We believe that most personal
communications services license holders have not commenced the roll-out of
their networks in our licensed area. However, we expect to compete directly
with one or more personal communications service providers in each of our
markets in the future. See "The Wireless Communications Industry--Regulation."

   We also expect to face competition from other existing communications
technologies such as specialized mobile radio and enhanced specialized mobile
radio, which is currently employed by Nextel Communications, Inc. in our
licensed area. Although the FCC originally created specialized mobile radio as
a non-interconnected service principally for fleet dispatch, in the last
decade it has liberalized the rules to permit enhanced specialized mobile
radio, which can offer services that are functionally equivalent to cellular
and personal communications services and may be less expensive to build and
operate than personal communications services systems.

   The FCC requires all cellular and personal communications services
licensees to provide service to resellers. A reseller provides wireless
service to customers but does not hold an FCC license or own facilities.
Instead, the reseller buys blocks of wireless telephone numbers and capacity
from a licensed carrier and resells service through its own distribution
network to the public. Thus, a reseller is both a customer of a wireless
licensee's services and a competitor of that licensee. Several small resellers
currently compete with us in our licensed area. Several years ago, the FCC
initiated an administrative proceeding seeking comments on whether resellers
should be permitted to install separate switching facilities in cellular
systems. Although it tentatively concluded it would not require
interconnection, this issue is still pending at the FCC. The FCC is also
considering whether resellers should receive direct assignments of telephone
numbers from the North American Numbering Plan Administrator. With respect to
personal communications services licensees, the resale obligations terminate
five years after the last group of initial licenses of currently allotted
personal communications services spectrum were awarded. Accordingly, our
resale obligations end on November 24, 2002. We have also agreed to permit
AT&T to resell our services. See "Certain Relationships and Related
Transactions--The AT&T Agreements--Resale Agreement."

   The FCC is likely to offer additional spectrum for wireless mobile licenses
in the future. Some applicants have received and others are seeking FCC
authorization to construct and operate global satellite networks to provide
domestic and international mobile communications services from geostationary
and low-earth-orbit satellites. One such system, the Iridium system, began
commercial operations in 1998. We anticipate that market prices for two-way
wireless services generally will decline in the future based upon increased
competition.

   Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and competitors' discount
pricing strategies, all of which could adversely affect our operating margins.
We plan to use our digital feature offerings, coast-to-coast digital wireless
network through our AT&T joint venture, contiguous presence providing an
expanded home-rate billing area and local presence in secondary markets to
combat potential competition. We expect that our extensive digital network,
once deployed, will provide cost-effective means to react effectively to any
price competition. See "Risk Factors--Our technological infrastructure could
become obsolete, resulting in costly upgrades or replacements."

Intellectual Property

   The AT&T globe design logo is a service mark owned by AT&T and registered
with the United States Patent and Trademark Office. Under the terms of our
license agreement with AT&T, we use the AT&T globe design logo and certain
other service marks of AT&T royalty-free in connection with marketing,
offering and providing licensed services to end-users and resellers within our
licensed area. The license agreement also grants us the right to use the
licensed marks on certain permitted mobile phones.

                                      45
Except in certain instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, licensed services under the licensed marks in our licensed area. In
all other instances, AT&T reserves for itself and its affiliates the right to
use the licensed marks in providing its services, subject to its exclusivity
obligations described above, whether within or outside of our licensed area.

   The license agreement contains numerous restrictions with respect to the
use and modification of any of the license marks. See "Certain Relationships
and Related Transactions--The AT&T Agreements--License Agreement."

   We have entered into agreements with TeleCorp PCS and Tritel PCS to adopt
and use a common regional brand name, SunCom. Under these agreements, we have
formed the Affiliate Licensing Company with TeleCorp PCS and Tritel PCS for
the purpose of sharing ownership of and maintaining the SunCom brand name.
Each of the companies shares equally in the ownership of the SunCom brand name
and the responsibility of securing protection for the SunCom brand name in the
United States Patent and Trademark Office, enforcing our rights in the SunCom
brand name against third parties and defending against potential claims
against the SunCom brand name. The agreements provide parameters for each
company's use of the SunCom brand name, including certain quality control
measures and provisions in the event that any one of these company's licensing
arrangements with AT&T is terminated.

   An application for registration of the SunCom brand name was filed in the
United States Patent and Trademark Office on September 4, 1998, and the
application is pending. The Affiliate Licensing Company owns the application
for the SunCom brand name. The application has undergone a preliminary
examination at the United States Patent and Trademark Office, and no pre-
existing registrations or applications were raised as a bar or potential bar
to the registration of the SunCom brand name.

   We also filed an application for registration of the m-net Technology
trademark, relating to our multi-mode handsets, in the United States Patent
and Trademark Office on October 19, 1998, and the application is pending. We
are the sole owner of the application for the m-net Technology trademark. The
application has undergone a preliminary examination at the United States
Patent and Trademark Office, and no pre-existing registrations or applications
were raised as a bar or potential bar to the registration of the m-net
Technology trademark.

Employees

   As of June 30, 1999, we had 664 employees. We believe our relations with
our employees are good.

Properties

   Triton maintains its executive offices in Malvern, Pennsylvania. We also
maintain two regional offices in Richmond, Virginia and Charleston, South
Carolina.

Legal Proceedings

   We are not a party to any lawsuit or proceeding which, in management's
opinion, is likely to have a material adverse effect on our business or
operations.

                                      46
THE WIRELESS COMMUNICATIONS INDUSTRY

Overview

   Wireless communications systems use a variety of radio frequencies to
transmit voice and data. Broadly defined, the wireless communications industry
includes one-way radio applications, such as paging or beeper services, and
two-way radio applications, such as personal communications services, cellular
telephone and enhanced specialized mobile radio services. Historically, the
FCC licenses these applications, each of which operates in a distinct radio
frequency block.

   Since its introduction in 1983, wireless service has grown dramatically.
The following chart illustrates the annual growth in United States wireless
customers through December 31, 1997:
Wireless Industry Statistics(1)   1992    1993    1994    1995    1996    1997
-------------------------------  ------  ------  ------  ------  ------  ------
Total service revenues (in
 billions).....................  $  7.8  $ 10.9  $ 14.2  $ 19.1  $ 23.6  $ 27.5
Subscribers at year-end (in
 millions).....................    11.0    16.0    24.1    33.8    44.0    55.3
Subscriber growth..............    46.0%   45.1%   50.8%   40.0%   30.4%   25.6%
Average monthly service revenue
 per subscriber(2).............  $70.13  $67.13  $59.08  $54.91  $50.61  $46.11
Average monthly subscriber
 revenue per subscriber(3).....  $61.40  $58.74  $51.48  $47.59  $44.66  $41.12
Penetration at year-end........     4.4%    6.2%    9.4%   13.0%   16.3%   20.2%
--------
Source: Cellular Telecommunications Industry Association and Paul Kagan
Associates.
(1)  Reflects domestic U.S. commercially operational cellular, enhanced
     specialized mobile radio and personal communications services providers.
(2)  Per subscriber revenue including roaming revenue.
(3)  Per subscriber revenue excluding roaming revenue.

   In the wireless communications industry, there are two principal services
licensed by the FCC for transmitting voice and data signals: cellular and
personal communications services. The FCC began auctioning personal
communications services spectrum between 1850-1990 MHz in late 1994 to be used
by personal communications services licensees to provide wireless
communications services. Personal communications services will initially
compete directly with existing cellular telephone, paging and specialized
mobile radio services. Personal communications services will also include
features that are not generally offered by cellular providers, such as data
transmissions to and from portable computers, advanced paging services and
facsimile services. In addition, wireless providers may offer mass market
wireless local loop applications in competition with wired local
communications services. See "--Regulation."

   Cellular service is currently the predominant form of wireless voice
communications service available. The FCC has made available for cellular
service a portion of the radio spectrum from 824-894 MHz. Cellular systems
were originally analog-based systems, although digital technology has been
introduced in most markets. Analog technology currently has several
limitations, including lack of privacy and limited capacity. Digital systems
convert voice or data signals into a stream of digits that is compressed
before transmission, enabling a single radio channel to carry multiple
simultaneous signal transmissions. This enhanced capacity, along with
improvements in digital signaling, allows digital-based wireless technologies
to offer new and enhanced services, such as greater call privacy, and robust
data transmission features, such as mobile office applications including
facsimile, electronic mail and wireless connections to computer/data networks,
including the Internet.

Operation of Wireless Communications Systems

   Wireless telecommunications service areas, whether cellular or personal
communications services, are divided into multiple cells. In both cellular and
personal communications services, each cell contains a transmitter, a receiver
and signaling equipment, which is the cell site. The cell site is connected by
microwave or

                                      47
landline telephone lines to a switch that uses computers to control the
operation of the cellular or personal communications services system for the
entire service area. The system controls the transfer of calls from cell to
cell as a subscriber's handset travels, coordinates calls to and from
handsets, allocates calls among the cells within the system and connects calls
to the local landline telephone system or to a long distance telephone
carrier. Wireless communications providers establish interconnection
agreements with local exchange carriers and inter-exchange carriers, thus
integrating their systems with the existing landline communications systems.

   Because the signal strength of a transmission between a handset and a cell
site declines as the handset moves away from the cell site, the switching
office and the cell site monitor the signal strength of calls in progress.
When the signal strength of a call declines to a predetermined level, the
switching office may hand off the call to another cell site where the signal
strength is stronger. If a handset leaves the service area of a cellular or
personal communications services system, the call is disconnected unless there
is a technical connection with the adjacent system.

   Analog cellular handsets are functionally compatible with cellular systems
in all markets within the United States. As a result, analog cellular handsets
may generally be used wherever a subscriber is located, as long as a cellular
system is operational in the area.

   Although cellular and personal communications services systems use similar
technologies and hardware, they operate on different frequencies and may use
different technical and network standards. As a result, until the introduction
of dual-band/dual-mode handsets in June 1997, it was not possible for users of
one type of system to roam on a different type of system outside of their
service area, or to hand off calls from one type of system to another.

   Personal communications services systems in the United States operate under
one of three principal digital signal transmission technologies, or standards,
that have been proposed by various operators and vendors for use in personal
communications services systems:

  .  time division multiple access;

  .  code division multiple access; or

  .  global system for mobile communications.

   Time division multiple access and global system for mobile communications
are both time division-based standards, but are incompatible with each other
and with code division multiple access. Accordingly, a subscriber of a system
that utilizes time division multiple access technology is currently unable to
use a time division multiple access handset when traveling in an area not
served by time division multiple access-based personal communications services
operators, unless the subscriber carries a dual band/dual-mode or multi-mode
handset that permits the subscriber to use the analog or digital cellular
system in that area.

Regulation

   The FCC regulates the licensing, construction, operation, acquisition and
sale of personal communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time to time, and
the associated rules, regulations and policies promulgated by the FCC.

   Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are
used for two-way voice applications. Narrowband personal communications
services, in contrast, are for non-voice applications such as paging and data
service and are separately licensed. The FCC has segmented the United States
into personal communications services markets, resulting in 51 large regions
called major trading areas, which are comprised of 493 smaller

                                      48
regions called basic trading areas. The FCC awards two broadband personal
communications services licenses for each major trading area and four licenses
for each basic trading area. Thus, generally, six licensees will be authorized
to compete in each area. The two major trading area licenses authorize the use
of 30 MHz of spectrum. One of the basic trading area licenses is for 30 MHz of
spectrum, and the other three are for 10 MHz each. The FCC permits licensees
to split their licenses and assign a portion, on either a geographic or
frequency basis or both, to a third party. In this fashion, AT&T assigned us
20 MHz of its 30 MHz licenses covering our licensed area. Two cellular
licenses are also available in each market. Cellular markets are defined as
either metropolitan or rural service areas.

   The FCC awards initial personal communications services licenses by
auction. Auctions began with the 30 MHz major trading area licenses and
concluded in 1998 with the last of the basic trading area licenses. However,
in March 1998, the FCC adopted an order that allowed troubled entities that
won personal communications services 30 MHz C-Block licenses at auction to
obtain financial relief from their payment obligations and to return some or
all of their C-Block licenses to the FCC for reauctioning. The FCC completed
the reauction of the returned licenses in April 1999. This action places
additional spectrum in the hands of our potential competitors. The FCC may
reauction other licenses that are returned by bidders or that are subject to
default.

   Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services and cellular licensees,
no entity may hold attributable interests, generally 20% or more of the equity
of, or an officer or director position with, the licensee, in licenses for
more than 45 MHz of personal communications services, cellular and certain
specialized mobile radio services where there is significant overlap in any
geographic area. Significant overlap will occur when at least 10% of the
population of the personal communications services licensed service area is
within the cellular and/or specialized mobile radio service area(s). These
spectrum aggregation rules are subject to a pending FCC proceeding which could
revise or eliminate them.

   All personal communications services licenses have a 10-year term, at the
end of which they must be renewed. The FCC will award a renewal expectancy to
a personal communications services licensee that has:

  .  provided substantial service during its past license term; and

  .  has substantially complied with applicable FCC rules and policies and
     the Communications Act.

   Cellular radio licenses also generally expire after a 10-year term in the
particular market and are renewable for periods of 10 years upon application
to the FCC. Licenses may be revoked for cause and license renewal applications
denied if the FCC determines that a renewal would not serve the public
interest. FCC rules provide that competing renewal applications for cellular
licenses will be considered in comparative hearings, and establish the
qualifications for competing applications and the standards to be applied in
hearings. Under current policies, the FCC will grant incumbent cellular
licenses the same renewal expectancy granted to personal communications
services licensees.

   All personal communications services licensees must satisfy coverage
requirements. In our case, we must construct facilities that offer coverage to
one-third of the population of our service area within five years of the
original license grants to AT&T and to two-thirds of the population within ten
years. Licensees that fail to meet the coverage requirements may be subject to
forfeiture of the license. Our cellular license, which covers the Myrtle Beach
area, is not subject to coverage requirements.

   For a period of up to five years, subject to extension, after the grant of
a personal communications services license, a licensee will be required to
share spectrum with existing licensees that operate certain fixed microwave
systems within its license area. To secure a sufficient amount of unencumbered
spectrum to operate our personal communications services systems efficiently
and with adequate population coverage, we have relocated two of these
incumbent licensees and will need to relocate two more licensees. In an effort
to balance the competing interests of existing microwave users and newly
authorized personal communications services licensees, the FCC has adopted:

  .  a transition plan to relocate such microwave operators to other spectrum
     blocks; and

                                      49
.  a cost sharing plan so that if the relocation of an incumbent benefits
     more than one personal communications services licensee, those licensees
     will share the cost of the relocation.

   Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period.
For public safety entities that dedicate a majority of their system
communications to police, fire or emergency medical services operations, the
voluntary negotiation period is three years, with an additional two-year
mandatory negotiation period. In 1998 the FCC shortened the voluntary
negotiation period by one year, without lengthening the mandatory negotiation
period, for non-public safety personal communications services licensees in
the C, D, E and F Blocks. Parties unable to reach agreement within these time
periods may refer the matter to the FCC for resolution, but the incumbent
microwave user is permitted to continue its operations until final FCC
resolution of the matter. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining microwave incumbents in the personal
communications services spectrum will be responsible for the costs of
relocating to alternate spectrum locations. Our cellular license is not
encumbered by existing microwave licenses.

   Personal communications services and cellular systems are subject to
certain FAA regulations governing the location, lighting and construction of
transmitter towers and antennas and may be subject to regulation under Federal
environmental laws and the FCC's environmental regulations. State or local
zoning and land use regulations also apply to our activities. We expect to use
common carrier point to point microwave facilities to connect the transmitter,
receiver, and signaling equipment for each personal communications services or
cellular cell, the cell sites, and to link them to the main switching office.
The FCC licenses these facilities separately and they are subject to
regulation as to technical parameters and service.

   The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications
services and cellular service. The FCC does not regulate commercial mobile
radio service or private mobile radio service rates.

   Transfer and Assignments of Cellular and Personal Communications Services
Licences. The Communications Act and FCC rules require the FCC's prior
approval of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has
established transfer disclosure requirements that require licensees who assign
or transfer control of a personal communications services license within the
first three years of their license terms to file associated sale contracts,
option agreements, management agreements or other documents disclosing the
total consideration that the licensee would receive in return for the transfer
or assignment of its license. Non-controlling interests in an entity that
holds an FCC license generally may be bought or sold without FCC approval
subject to the FCC's spectrum aggregation limits. However, we may require
approval of the Federal Trade Commission and the Department of Justice, as
well as state or local regulatory authorities having competent jurisdiction,
if we sell or acquire personal communications services or cellular interests
over a certain size.

   Foreign Ownership. Under existing law, no more than 20% of an FCC
licensee's capital stock may be owned, directly or indirectly, or voted by
non-U.S. citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. If an FCC licensee is controlled
by another entity, as is the case with our ownership structure, up to 25% of
that entity's capital stock may be owned or voted by non-US citizens or their
representatives, by a foreign government or its representatives or by a
foreign corporation. Foreign ownership above the 25% level may be allowed
should the FCC find such higher levels not inconsistent with the public
interest. The FCC has ruled that higher levels of foreign ownership, even up
to 100%, are presumptively
consistent with the public interest with respect to investors from certain
nations. If our foreign ownership were to exceed the permitted level, the FCC
could revoke our FCC licenses, although we could seek a declaratory ruling
from the FCC allowing the foreign ownership or take other actions to reduce
our foreign ownership percentage in order to avoid the loss of our licenses.
We have no knowledge of any present foreign ownership in violation of these
restrictions.

                                      50
Recent Industry Developments. The FCC has announced rules for making
emergency 911 services available by cellular, personal communications services
and other commercial mobile radio service providers, including enhanced 911
services that provide the caller' s telephone number, location and other
useful information. The original timetable required commercial mobile radio
services providers:

  .  to be able to process and transmit 911 calls without call validation,
     including those from callers with speech or hearing disabilities, by
     late 1997;

  .  to take actions enabling them to relay a caller's automatic number
     identification and cell site by mid-1998; and

  .  by 2001 to be able to identify the location of a 911 caller within 125
     meters in 67% of all cases.

   The FCC is currently considering a revised implementation schedule for
these requirements. The FCC has granted waivers of the requirement to provide
911 service to users with speech or hearing disabilities to various providers,
and we have obtained a waiver. On June 9, 1999, the FCC also adopted rules
designed to ensure that analog cellular calls to 911 are completed. These
rules, which do not apply to digital cellular service or to personal
communications services, give each cellular provider a choice of three ways to
meet this requirement. State actions incompatible with the FCC rules are
subject to preemption.

   On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of
Appeals for the Eighth Circuit, on January 25, 1999, the United States Supreme
Court reversed the Eighth Circuit and upheld the FCC in all respects material
to our operations. On June 10, 1999, the Eighth Circuit issued an order
requesting briefs on certain issues it did not address in its earlier order,
including the pricing regime for interconnection. While appeals have been
pending, the rationale of the FCC' s order has been adopted by many states'
public utility commissions, with the result that the charges that cellular and
personal communications services operators pay to interconnect their traffic
to the public switched telephone network have declined significantly from pre-
1996 levels.

   In its implementation of the Telecommunications Act, the FCC established
federal universal service requirements that affect commercial mobile radio
service operators. Under the FCC' s rules, commercial mobile radio service
providers are potentially eligible to receive universal service subsidies for
the first time; however, they are also required to contribute to both federal
and state universal service funds. Many states are also moving forward to
develop state universal service fund programs. A number of these state funds
require contributions, varying greatly from state to state, from commercial
mobile radio service providers. On July 30, 1999, the United States Court of
Appeals for the Fifth Circuit in New Orleans affirmed most of the aspects of
the FCC's universal service programs that are relevant to Triton.

   On August 1, 1996, the FCC released a report and order expanding the
flexibility of cellular, personal communications services and other commercial
mobile radio service providers to provide fixed as well as mobile services.
Such fixed services include, but need not be limited to, wireless local loop
services, for example, to apartment and office buildings, and wireless backup
to private branch exchange or switchboards and local area networks, to be used
in the event of interruptions due to weather or other emergencies. The FCC has
not yet decided how these services should be regulated, but it has proposed a
presumption that they be regulated as commercial mobile radio service
services.

   The FCC has adopted rules on telephone number portability that will enable
customers to migrate their landline and cellular telephone numbers to cellular
or personal communications services providers and from a cellular or personal
communications services provider to another service provider. On February 8,
1999, the FCC extended the deadline for compliance with this requirement to
November 24, 2002, subject to any later determination that number portability
is necessary to conserve telephone numbers. The FCC has also adopted

                                      51
rules requiring cellular and personal communications services providers to
provide functions to facilitate electronic surveillance by law enforcement
officials and has proposed to adopt certain additional obligations furthering
provision of these functions. Representatives of the cellular and personal
communications services industry are challenging the surveillance rules.

   The FCC has determined that the interstate, interexchange offerings,
commonly referred to as long distance, of commercial mobile radio service
providers are subject to the interstate, interexchange rate averaging and
integration provisions of the Communications Act. Rate averaging requires us
to average our interstate long distance commercial mobile radio service rates
between high cost and urban areas. The FCC has delayed implementation of the
rate integration requirements with respect to wide area rate plans we offer
pending further reconsideration of its rules. The FCC also delayed the
requirement that there be commercial mobile radio service long distance rate
integration among commercial mobile radio service affiliates. On December 31,
1998, the FCC reaffirmed, on reconsideration, that its interexchange rate
integration rules apply to interexchange commercial mobile radio service
services. The FCC announced it would initiate a further proceeding to
determine how integration requirements apply to typical commercial mobile
radio service offerings, including single-rate plans. Until this further
proceeding is concluded, the FCC will enforce long distance rate integration
on our services only where we separately state a long distance toll charge and
bill to our customers. To the extent that we offer services subject to the
FCC' s rate integration and averaging requirements, these requirements
generally reduce our pricing flexibility. We cannot assure you that the FCC
will decline to impose rate integration or averaging requirements on us or
decline to require us to integrate our commercial mobile radio service long
distance rates across our commercial mobile radio service affiliates.

   The FCC recently adopted new rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The FCC has received
numerous petitions for reconsideration of its customer proprietary network
information rules, the majority of them from commercial mobile radio service
providers. The FCC has stayed portions of its rules that relate to how
telecommunications carriers identify customer proprietary network information
that a customer has restricted, particularly the portion of the rules that
requires all carriers to develop an electronic auditing and compliance system.
This stay will extend for six months after the date that the customer
proprietary network information rules are reconsidered. We do not anticipate
that the rules will result in a significant adverse impact on our financial
position, results of operation or liquidity.

   In addition, state commissions have become increasingly aggressive in their
efforts to conserve numbering resources. These efforts may impact wireless
service providers disproportionately by imposing additional costs or limiting
access to numbering resources. Examples of state conservation methods include:

  .  number pooling;

  .  number rationing; and

  .  transparent overlays.

   Number pooling is especially problematic for wireless providers because it
is dependent on number portability technology. In addition, the FCC has
rejected transparent overlays, although that decision is subject to petitions
for reconsideration before the FCC. On June 2, 1999, the FCC released a notice
of proposed rulemaking soliciting comments on a variety of administrative and
technical measures that would promote more efficient allocation and use of
numbering resources. Adoption of some of the proposed methods could have a
disproportionate impact on commercial mobile radio services providers.

   The FCC is also considering adopting rules to govern customer billing by
commercial mobile radio services providers. The FCC adopted billing rules for
landline telecommunications service providers and is considering whether to
extend those rules to commercial mobile radio services providers. The FCC may
require that more billing detail be provided to consumers, which could add to
the expense of the billing process as systems are modified to conform to any
new requirements. Adoption of some of the FCC' s proposals could increase the
complexity of our billing processes and restrict our ability to bill customers
for services in the most commercially advantageous way.

                                      52
The FCC has adopted an order that determines the obligations of
telecommunications carriers to make their services accessible to individuals
with disabilities. While the text of the order has not been released, public
statements indicate that the order will require telecommunications services
providers, including Triton, to offer equipment and services that are
accessible to and useable by persons with disabilities, if that equipment can
be made available without much difficulty or expense. While we do not expect
that the final rules will have a material adverse effect on our business,
until the text of the order and the rules are released, we cannot assure you
that the final rules may not require us to make material changes to our
network, product line, or services.

   In June 1999, the FCC initiated an administrative rulemaking proceeding to
help facilitate the offering of calling party pays as an optional wireless
service. Under the calling party pays service, the party placing the call to a
wireless customer pays the wireless airtime charges. Most wireless customers
in the United States now pay both to place calls and to receive them. Adoption
of a calling party pays system on a widespread basis could make commercial
mobile radio service providers more competitive with traditional landline
telecommunications providers for the provision of regular telephone service.

State Regulation and Local Approvals

   The states in which we operate do not regulate wireless service at this
time; however, before we offer service in Kentucky, we will need to register
with the state and file an informational tariff. In the 1993 Budget Act,
Congress gave the FCC the authority to preempt states from regulating rates or
entry into commercial mobile radio service, including cellular and personal
communications services. The FCC, to date, has denied all state petitions to
regulate the rates charged by commercial mobile radio service providers.
States may, however, regulate the other terms and conditions of commercial
mobile radio service. The siting of cells also remains subject to state and
local jurisdiction, although the FCC is considering issues relating to siting
in a pending rulemaking. States also may require wireless service providers to
charge and collect from their customers fees such as the fee for state
emergency 911 services programs.

                                      53
MANAGEMENT

Executive Officers and Directors

   The table below sets forth certain information regarding the directors and
executive officers of Triton and certain executive officers of Triton' s
subsidiaries.
Name                Age                  Position
               ----                ---                  --------
Michael Kalogris..................  50 Chairman of the Board of Directors and
                                       Chief Executive Officer
Steven Skinner....................  57 President, Chief Operating Officer and
                                       Director
Clyde Smith.......................  59 Executive Vice President and Chief
                                       Technical Officer
David Clark.......................  35 Senior Vice President, Chief Financial
                                       Officer and Secretary
Steven McNulty....................  45 President and General Manager of the Mid-
                                       Atlantic Region
Michael Mears.....................  44 President and General Manager of the
                                       Southern Region
Scott Anderson....................  41 Director
John Beletic......................  47 Director
Arnold Chavkin....................  48 Director
Mary Hawkins-Key..................  48 Director
John Watkins......................  37 Director
Michael Kalogris has served as Chairman and Chief Executive Officer of
Triton since its inception. Mr. Kalogris was previously President and Chief
Executive Officer of Horizon Cellular Group, which he joined October 1, 1991.
Under Mr. Kalogris' leadership, Horizon Cellular Group became the fifth
largest independent non-wireline company in the United States, specializing in
suburban markets and small cities encompassing approximately 3.2 million
potential customers, and was sold for approximately $575.0 million. Before
joining Horizon Cellular Group, Mr. Kalogris served as President and Chief
Executive Officer of Metrophone of Philadelphia, a non-wireline wireless
carrier. Comcast Corporation acquired Metrophone for over $1.1 billion. Prior
to joining Metrophone, Mr. Kalogris worked at IBM. Mr. Kalogris is chairman of
the advisory committee of Triton Cellular Partners, L.P., a cellular service
provider, and is a member of the board of directors of General Magic, Inc. Mr.
Kalogris is also a member of the board of directors of the Cellular Telephone
Industry Association and is a member of its public policy committee.

   Steven Skinner has served as President, Chief Operating Officer and a
Director of Triton since its inception. Mr. Skinner previously served as the
Vice President of Operations and Chief Operating Officer of Horizon Cellular
Group beginning in May of 1993. From March 1992 to May 1993, Mr. Skinner
served as Vice President of Acquisitions for Horizon Cellular Group. From
January 1991 to March 1992, he served as a consultant in the area of cellular
acquisitions to Norwest Venture Capital Management, Inc. and others. From
August 1987 to January 1991, he served as President and General Manager of
Houston Cellular Telephone Company. Before 1987, he served as a General
Manager of Cybertel, Inc., a non-wireline carrier serving St. Louis. Mr.
Skinner has also been active in the National CellularOne Group, most recently
acting as Chairman of the Advisory Committee. Mr. Skinner is vice-chairman of
the advisory committee of Triton Cellular Partners, L.P.

   Clyde Smith has served as the Executive Vice President and Chief Technical
Officer of Triton since January 1998. Mr. Smith previously served as Vice
President and Chief Technical Officer of ALLTEL Communications Inc. from
January 1993 to January 1998, where he oversaw the expansion and migration of
its wireless network to include digital and wireless data technologies. Before
joining ALLTEL, Mr. Smith served as Director of Wireless Technologies for Bell
Atlantic Mobile Systems, where he was responsible for the evaluation of new
technologies. Mr. Smith is active in industry organizations, having served as
the Chairman of the CTIA Chief Technical Officers Forum. In addition, Mr.
Smith served as Secretary/Treasurer of the Code Division Multiple Access
Development Group.

                                      54
David Clark has served as Senior Vice President, Chief Financial Officer
and Secretary of Triton since its inception. Before joining Triton, he was a
Managing Director at Furman Selz L.L.C. specializing in communications
finance, which he joined in March 1996. Prior to joining Furman Selz, Mr.
Clark spent over ten years at Citibank N.A. and Citicorp Securities Inc. as a
lending officer and a high yield finance specialist. Mr. Clark is also the
Chief Financial Officer of Triton Cellular Partners, L.P.

   Steven McNulty has served as President and General of Triton's Mid-Atlantic
region since July 1998. Before joining Triton, he was Vice President
Central/West Operations with United States Cellular in Chicago, Illinois. Mr.
McNulty previously served as Vice President of Marketing for ALLTEL
Communications from January 1994 to June 1998.

   Michael Mears has served as President and General Manager of Triton's
Southern region since its inception. Mr. Mears previously served as the Vice
President and General Manager of American Telecommunications Inc. from June
1995 until April 1997. Before that, Mr. Mears was the Regional and Area
General Manager of GTE Corp., serving in that capacity from October 1992 to
June 1995. From 1986 to 1992, Mr. Mears served as Regional and Area General
Manager for Providence Journal Co.

   Scott Anderson has served as a Director of Triton since February 1998. He
is currently a member of the board of directors of TeleCorp PCS, Tritel
Communications, Tegic Corp. and Xypoint and a principal of Cedar Grove
Partners, LLC. and Cedar Grove Investments. Mr. Anderson was previously Senior
Vice President for Acquisitions and Development at AT&T Wireless Services,
Inc., formerly McCaw Cellular Communications, Inc., which he joined in 1986,
and a director of Horizon Cellular Group.

   John Beletic has served as a Director of Triton since February 1998. Mr.
Beletic currently serves as Chairman and Chief Executive Officer of Pagemart
Wireless Inc., which he joined in March 1992. He also serves as a director of
Pulsepoint Communications, Inc., PCIA and President of the Paging Leadership
Association.

   Arnold Chavkin has served as a Director of Triton since February 1998. Mr.
Chavkin is also a member of the advisory board of Triton Cellular and a
director of American Radio Systems Corp., American Tower Systems, Bell Sports
Corporation, Patina Oil & Gas Corporation, R&B Falcon Corporation, Wireless
One, Inc. and U.S. Silica Company. He also serves on the Advisory Investment
Boards of Richina Group, the Indian Private Equity Fund and the Southeast
Asian Investment Fund. Mr. Chavkin has been a General Partner of Chase Capital
Partners since January 1992. Prior to joining Chase Capital Partners, he was a
member of Chemical Bank's merchant banking group and a generalist in its
corporate finance group specializing in mergers and acquisitions and private
placements for the energy industry.

   Mary Hawkins-Key has served as a Director of Triton since January 1999. Ms
Hawkins-Key is the Senior Vice President of Partnership Operations for AT&T
Wireless Services. Ms. Hawkins-Key joined AT&T Wireless in 1995. She is a
director of TeleCorp PCS and a member of the partner committee for CMT
Partners.

   John Watkins has served as a Director of Triton since February 1998. Mr.
Watkins serves as a member of the advisory board of FrontierVision Partners
L.P. and Triton Cellular. Mr. Watkins is also a Managing Director and an
officer of J.P. Morgan Capital Corporation. Previously, Mr. Watkins was a
director of Horizon Cellular Group, Prism Radio Partners, L.P. and Inference
Corp.

Audit Committee

   Our audit committee consists of Mr. Anderson, as chairman, Mr. Chavkin and
Ms. Hawkins-Key.

Compensation Committee

   Our compensation committee consists of Mr. Beletic, as chairman, Mr.
Chavkin and Mr. Watkins.

Compensation Committee Interlocks and Insider Participation

   The members of our compensation committee include Mr. Chavkin, who is a
general partner of Chase Capital Partners, and Mr. Watkins, a managing
director of J.P. Morgan Capital Corporation. See "Certain Relationships and
Related Transactions" for a description of various transactions between
affiliates of these entities and Triton.

                                      55
Compensation of Directors

   The non-independent members and the AT&T member of the board of directors
do not receive cash compensation for service on the board, although they are
reimbursed for certain out-of-pocket expenses in connection with attendance at
board meetings. Our independent directors receive compensation of $10,000 per
year, plus $1,000 for each meeting they attend in person and $500 for each
meeting they attend via conference call, as well as shares of our common stock
awarded to them under our Amended and Restated Common Stock Trust Agreement
for Management Employees and Independent Directors, dated June 26, 1998. See
"--Executive Compensation."

   On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and an
officer, under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

Executive Compensation

   The following table presents information concerning the compensation we
paid for the years ended December 31, 1997 and 1998 to our Chief Executive
Officer and to each of our other executive officers.

   Several executive officers were issued shares of restricted stock in
connection with the consummation of our joint venture with AT&T, the Norfolk
acquisition, the Myrtle Beach acquisition and the license exchange with AT&T.
In addition, several executive officers were issued restricted stock under the
amended and restated common stock trust agreement for management employees and
independent directors dated June 26, 1998. Approximately 0.7% of our total
outstanding common stock is currently held in trust under this common stock
trust agreement of which Michael Kalogris is the trustee. The trustee is
required to distribute stock to management employees and independent directors
as directed in writing by us. Our compensation committee of the board of
directors determines at its discretion which persons shall receive awards and
the amount of such stock awards. We are currently considering implementing an
incentive stock option plan which would provide that common stock held under
the common stock trust agreement would be issued upon the exercise of granted
stock options. See "-- Stock Option Plan." The shares issued in connection
with the consummation of our joint venture with AT&T, the Norfolk and Myrtle
Beach acquisitions and under the amended and restated common stock trust
agreement had nominal value at the date of issuance, and, therefore, no
amounts are reported as compensation in the table below. The restricted shares
vest in equal installments over a five-year period from the date of issuance.
As of December 31, 1998, Messrs. Kalogris, Skinner, Clark, Smith and Mears
held approximately 96,645 shares, 72,484 shares, 8,054 shares, 4,295 shares
and 2,685 shares, respectively, of restricted stock.

                                      56
Summary Compensation Table
Annual Compensation   Long-Term Compensation
                                                     ---------------------- -----------------------
                                                                            Restricted
                                                                              Stock     All Other
          Name               Principal Position      Year  Salary   Bonus     Award    Compensation
          ----           --------------------------  ---- -------- -------- ---------- ------------
Michael Kalogris........ Chairman of the Board of    1998 $350,000 $350,000     --           --
                         Directors and Chief         1997  228,619  350,000     --           --
                         Executive Officer
Steven Skinner.......... President and Chief         1998 $225,000 $225,000     --           --
                         Operating Officer           1997  148,712  225,000     --           --
Clyde Smith............. Executive Vice President    1998 $205,051 $220,000     --           --
                         and Chief Technical         1997      N/A      N/A    N/A           N/A
                         Officer
David Clark............. Senior Vice President,      1998 $190,000 $190,000     --        83,188(1)
                         Chief Financial Officer     1997  122,243  165,000
                         and Secretary
Michael Mears........... President and General       1998 $158,667 $115,000    --            --
                         Manager of the Southern     1997      N/A      N/A    N/A           N/A
                         Region
--------
(1) Consists of relocation and related expenses.

Long-Term Incentive Plans--Awards in Last Fiscal Year
Performance Or
                                                  Number of       Other Period
                                               Shares, Units or Until Maturation
  Name                                         Other Rights(1)     or Payout
  ----                                         ---------------- ----------------
Michael Kalogris..............................    107,383.60          2003
Steven Skinner................................     80,537.70          2003
Clyde Smith...................................      4,295.34          2003
David Clark...................................      8,053.77          2003
Michael Mears.................................      2,684.59          2003
--------
(1) Consists of restricted shares of our common stock awarded during 1998 that
    vest over a five-year period commencing February 4, 1998. A significant
    portion of these shares remain subject to forfeiture at December 31, 1998.
    See "Principal Stockholders."

Employment Agreements

   Michael Kalogris

   On February 4, 1998, we entered into an employment agreement with Michael
Kalogris, chairman of our board of directors and Chief Executive Officer. Mr.
Kalogris' employment agreement has a term of five years unless the agreement
is terminated earlier by either Mr. Kalogris or us. Mr. Kalogris may terminate
his employment agreement:

  .  at any time at his sole discretion upon 30 days' prior written notice;
     and

  .  immediately, upon written notice for good reason, which includes:

    (a)  if there is a change of control, as defined in the employment
         agreement;

    (b)  if Mr. Kalogris is demoted, removed or not re-elected as chairman
         of our board of directors. However, after the date of this
         offering, so long as Mr. Kalogris remains a member of our board

                                      57
of directors and our Chief Executive Officer, it is not considered
       good reason if Mr. Kalogris is no longer Chairman of our board of
       directors;

    (c) there is a material diminishment of Mr. Kalgoris' responsibilities,
        duties or status and that diminishment is not rescinded within 30
        days after receiving written notice of the diminishment;

    (d) we fail to pay or provide benefits to Mr. Kalogris when due and do
        not cure that failure within 10 days of receiving written notice of
        that failure;

    (e) we relocate our principal offices more than 30 miles from Malvern,
        Pennsylvania without the consent of Mr. Kalgoris; or

    (f) we purport to terminate Mr. Kalogris for cause for any reason other
        than those permitted as for cause reasons under the employment
        agreement.

   We may terminate Mr. Kalogris' employment agreement:

  .  at any time, upon written notice, without cause at our sole discretion;

  .  for cause; or

  .  upon the death or disability of Mr. Kalogris.

   If Mr. Kalogris terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Kalogris is entitled to receive the following severance
benefits:

  . $1.0 million;

  . up to an additional $0.5 million if he is unable to secure employment in
  a senior executive capacity by the second anniversary of the date of
  termination;

  . the vesting of some of his unvested shares as follows:

    (a)  if the termination occurs before February 4, 2001, 50% of all
         shares of common stock that are unvested under the employment
         agreement as of such date will vest,

    (b)  if the termination occurs between February 4, 2001 and February 3,
         2002, 25% of the unvested shares will vest, and

    (c)  if the termination occurs after such period, none of the unvested
         shares will vest.

   We will also allow Mr. Kalogris to participate in all health, dental,
disability and other benefit plans maintained by us for a period of two years
following the date of termination of the employment agreement.

   If Mr. Kalogris' employment is terminated on or after the initial five-year
term of the employment agreement or due to our failure to renew the agreement,
we will pay him a severance benefit in the amount of his base salary at that
time. Mr. Kalogris' employment agreement provides for an initial annual base
salary of $350,000, subject to annual increases at the discretion of the
compensation committee of the board of directors, and an annual bonus in an
amount up to 100% of his base salary based on our performance. Mr. Kalogris is
also entitled to acquire shares of our Series C preferred stock under a stock
purchase plan that may be created under the terms of the employment agreement
and is required to invest 30% of any amounts he receives on account of an
annual bonus in excess of 50% of his base salary toward the purchase of such
shares.

   In the event of any change of control, regardless of whether Mr. Kalogris
terminates the employment agreement, all of his previously unvested shares
will vest immediately.

                                      58
Steven Skinner

   On February 4, 1998, we entered into an employment agreement with Steven
Skinner, our President and Chief Operating Officer. The employment agreement
has a term of five years unless terminated earlier by either Mr. Skinner or
us. Mr. Skinner may terminate his employment agreement:

  . at any time at his sole discretion upon 30 days' prior written notice;
    and

  . immediately, upon written notice for good reason, which includes:

    (a)  if there is a change of control, as defined in the employment
         agreement;

    (b)  if Mr. Skinner is demoted, removed or, before the date of this
         offering, not re-elected to our board of directors;

    (c) there is a material diminishment of Mr. Skinner's responsibilities,
        duties or status and that diminishment is not rescinded within 30
        days after receiving written notice of the diminishment;

    (d) we fail to pay or provide benefits to Mr. Skinner when due and do
        not cure that failure within 10 days of receiving written notice of
        that failure;

    (e) we relocate our principal offices more than 30 miles from Malvern,
        Pennsylvania without the consent of Mr. Skinner; or

    (f) we purport to terminate Mr. Skinner for cause for any reason other
        than those permitted as for cause reasons under the employment
        agreement.

   We may terminate the employment agreement:

  . at any time, upon written notice, at our sole discretion;

  .  for cause; or

  .  upon the death or disability of Mr. Skinner.

   If Mr. Skinner terminates the employment agreement for good reason other
than due to a change of control, or we terminate the employment agreement
without cause, Mr. Skinner is entitled to receive the following severance
benefits:

  .  $675,000;

  .  up to an additional $337,500 if he is unable to secure employment in a
     senior executive capacity by the second anniversary date of the
     termination of the agreement;

  .  the vesting of some of his unvested shares as follows:

    (a)  if the termination occurs before February 4, 2001, 50% of all
         shares of common stock that are unvested under the employment
         agreement as of that date will vest,

    (b)  if the termination occurs between February 4, 2001 and February 3,
         2002, 25% of the unvested shares will vest, and

    (c)  if the termination occurs after such period, none of the unvested
         shares will vest; and

  .  we will allow Mr. Skinner to participate in all health, dental,
     disability and other benefit plans maintained by us for a period of two
     years following the date of termination of the agreement.

   If Mr. Skinner's employment is terminated on or after the initial five-year
term of the employment agreement, or due to our failure to renew the
employment agreement, we will pay Mr. Skinner a severance benefit in the
amount of his base salary at that time. Mr. Skinner's employment agreement
provides for an initial annual base salary of $225,000, subject to annual
increases at the discretion of the compensation committee of the board of
directors, and an annual bonus in an amount up to 100% of his base salary
based on our performance. Mr.

                                      59
Skinner is also entitled to acquire shares of our Series C preferred stock
under a stock purchase plan and is required to invest 30% of any amounts he
receives on account of an annual bonus in excess of 50% of his base salary
toward the purchase of such shares.

   In the event of any change of control, regardless of whether Mr. Skinner
terminates the employment agreement, all of his previously unvested shares
will vest immediately.

   Clyde Smith

   On January 8, 1998, we entered into an employment agreement with Clyde
Smith, Executive Vice President and Chief Technical Officer of Triton. The
employment agreement has a term of five years unless terminated earlier by
either Mr. Smith or us. Mr. Smith may terminate the employment agreement:

  .  at any time at his sole discretion upon 60 days' prior written notice;
     and

  .  upon 60 days' written notice, for good reason, which means that our
     employment of each of Michael Kalogris and Steve Skinner has been
     terminated during the five-year period.

   We may terminate the employment agreement:

  .  at any time, upon 60 days' written notice, at our sole discretion;

  .  for cause, as defined in the employment agreement;

  .  upon Mr. Smith's death; or

  .  a specified period of disability, as described in the employment
     agreement.

   If Mr. Smith terminates the employment agreement for good reason or we
terminate the employment agreement without cause, Mr. Smith is entitled to
receive the following severance benefits:

  . an amount equal to 150% of his then annual base salary; and

  . the vesting of some of his unvested shares as follows:

    (a) the percentage of unvested shares that would have vested in the
        year following the year of his termination, and

    (b) a proportionate amount, based on the number of days worked that
        year, of the shares that would have vested in the year of his
        termination.

   Mr. Smith's employment agreement provides for an initial annual base salary
of $220,000, subject to annual increases at the discretion of the compensation
committee of the board of directors, and an annual bonus in an amount up to
100% of his base salary based on our performance. Mr. Smith has also received
shares of our common stock, which vest according to the schedule set forth in
a letter agreement dated as of February 4, 1998, between Mr. Smith and us.

Stock Option Plan

   We are currently considering implementing an incentive stock option plan to
provide incentive compensation to our management and certain other employees.

                                      60
PRINCIPAL STOCKHOLDERS

   The following table sets forth, as of June 30, 1999, information with
respect to the beneficial holdings of each director, each of the executive
officers named in the summary compensation table, and all of our executive
officers and directors as a group, as well as the holdings of each of our
stockholders who was known to us to be the beneficial owner, as defined in
Rule 13d-3 under the Exchange Act, of more than 5% of our common stock and
Series D preferred stock, based on our records. Shares of Series C preferred
stock will be converted into common stock upon closing of this offering on a
one-for-one basis, and accordingly, are included as common stock in the table
below. On all matters to be submitted to our stockholders, the holders of the
Series C preferred stock have the right to vote on an as-converted basis with
the holders of the common stock as a single class.
Percentage of
                                                                   Shares
                                                                Beneficially
                                                                    Owned
                                                              -----------------
                                            Number of Shares   Before   After
Name and Address of Beneficial Owner(1)    Beneficially Owned Offering Offering
---------------------------------------    ------------------ -------- --------
Michael Kalogris.........................      150,068.23(7)     5.5
Steven Skinner...........................       84,474.19(8)     3.1
Clyde Smith..............................        4,371.95(9)       *
David Clark..............................        8,197.42(10)      *
Michael Mears............................        2,732.47(11)      *
Scott Anderson...........................          984.46          *
John Beletic.............................          984.46          *
Arnold Chavkin(2)........................             --         --
Mary Hawkins-Key.........................             --         --
John Watkins(3)..........................             --         --
CB Capital Investors, L.P.(2)............      533,510.62       19.5
J.P. Morgan Investment Corporation(3)....      469,113.00(12)   17.2
Desai Capital Management
 Incorporated(4).........................      517,510.62(13)   18.9
Toronto Dominion Capital (USA), Inc.(5)..      129,378.18        4.7
First Union Capital Partners, Inc. ......      177,385.94        6.5
DAG--Triton PCS, L.P.....................       80,788.15        3.0
AT&T Wireless PCS(6).....................      543,683.47(14)   19.9
All directors and executive officers as a
 group (10 persons)......................      251,813.18        9.2
--------
  *  Represents less than 1%.
 (1)  Unless otherwise indicated, the address of each person listed in this
      table is c/o Triton Management Company, 375 Technology Drive, Malvern,
      Pennsylvania 19355.
 (2)  CB Capital Investment Inc. is the sole general partner of CB Capital
      Investors, L.P. Mr. Chavkin is a vice president of CB Capital
      Investments Inc. Mr. Chavkin disclaims beneficial ownership of any such
      shares. The address of CB Capital Investors is 380 Madison Avenue, New
      York, New York 10017.
 (3)  Mr. Watkins is a managing director and an officer of J.P. Morgan
      Investment Corporation. Mr. Watkins disclaims beneficial ownership of
      any such shares. The address of J.P. Morgan is 101 California Street,
      San Francisco, California 94111.
 (4)  The address of Desai Capital Management Incorporated is 540 Madison
      Avenue, New York, New York 10022.
 (5)  The address of Toronto Dominion Capital (USA), Inc. is 31 West 52nd
      Street, New York, New York 10019.
 (6)  The address of AT&T Wireless PCS is 5000 Carillon Point, Kirkland,
      Washington 98033.
 (7)  Includes 35,769.31 shares held by Mr. Kalogris as trustee under an
      amended and restated common stock trust agreement for management
      employees and independent directors, dated June 26, 1998, to which we
      will distribute common stock to management employees and independent
      directors. 74,323.26 of the 114,298.92 shares of common stock directly
      held by Mr. Kalogris are subject to forfeiture in accordance with Mr.
      Kalogris' employment agreement over a five-year period.

                                      61
(8)  55,742.45 of the 84,474.19 shares of common stock are subject to
      forfeiture according to the terms of Mr. Skinner's employment agreement.
 (9)  3,628.72 of the 4,371.95 shares of common stock are subject to
      forfeiture according to the terms of Mr. Smith's employment agreement.
(10)  6,557.94 of the 8,197.42 shares of common stock are subject to
      forfeiture according to the terms of a letter agreement, dated as of
      February 4, 1998, between Triton and Mr. Clark.
(11) 2,185.98 of the 2,732.47 shares of common stock are subject to forfeiture
     according to the terms of a letter agreement, dated as of February 4,
     1998, between Triton and Mr. Mears.
(12)  Includes 23,907 shares held by Sixty Wall Street SBIC Fund, L.P., an
      affiliate of J.P. Morgan Investment Corporation. The address for Sixty
      Wall Street SBIC is 60 Wall Street, New York, New York 10260.
(13)  Consists of 258,755.31 shares held by Private Equity Investors III,
      L.P., and 258,755.31 shares of Series C preferred stock held by Equity-
      Linked Investors-II, each an affiliate of Desai Capital Management. The
      address for Private Equity Investors III and Equity-Linked Investors-II
      is 540 Madison Avenue, 38th Floor, New York, New York 10022.
(14)  Consists of 543,683.47 shares of Series D preferred stock. Shares of
      Series D preferred stock are convertible into an equivalent number of
      shares of Series C preferred stock at any time, and Series C preferred
      stock is convertible into common stock at any time.

                                      62
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The following summary highlights the material provisions of the securities
purchase agreement and the agreements with AT&T, as each has been modified to
date. It may not contain all of the information that is important to you. To
understand these agreements fully, you should carefully read each of the
agreements. We have filed copies of the securities purchase agreement and the
AT&T agreements with the SEC as described under the caption "Available
Information."

The Securities Purchase Agreement

   Under the terms of a securities purchase agreement, dated as of October 8,
1997, among AT&T, the cash equity investors, Michael Kalogris, Steven Skinner
and Triton, on February 4, 1998, AT&T transferred to us personal
communications services licenses which cover 20 MHz of authorized frequencies,
and entered into other agreements, in exchange for 732,371 shares of our
Series A preferred stock and 366,131 shares of our Series D preferred stock.
AT&T has retained 10 MHz of spectrum within our licensed areas.

   The cash equity investors and Michael Kalogris and Steven Skinner have each
made irrevocable commitments to contribute to Triton the following amounts in
cash exchange for the number of shares of Series C preferred stock set forth
beside their name:
Shares of Series C
                                            Cash Commitment  Preferred Stock
                                            --------------- ------------------
Chase Capital Partners and/or
    affiliates.............................  $ 39,785,713         404,714
   J.P. Morgan Investment Corporation
    and/or affiliates......................    39,785,713         404,715
   Desai Capital Management Incorporated
    and/or affiliates......................    39,785,714         388,714
   Toronto Dominion Capital (USA), Inc.....     9,946,430          97,179
   First Union Capital Partners, Inc.......     4,973,215          48,589
   Duff Ackerman Goodrich & Assoc. L.P. ...     4,973,215          48,589
   Michael Kalogris........................       500,000           5,000
   Steven Skinner..........................       250,000           2,500
                                             ------------       ---------
     Total.................................  $140,000,000       1,400,000
                                             ============       =========
The cash equity investors, together with Michael Kalogris and Steven
Skinner, have contributed an aggregate of $80.0 million of their $140.0
million commitment as of the date of this prospectus. The cash equity
investors and Michael Kalogris and Steven Skinner are required to contribute
the unfunded portion of their respective commitments under the securities
purchase agreement to us on February 4, 2000 and 2001. Each cash equity
investor's obligation to make those additional capital contributions to us is
unconditional and irrevocable, is not subject to set-off or reduction for any
reason and is secured by a pledge of the investor's Series C preferred stock
that was issued in respect of such commitments. The cash equity investors have
also agreed to contribute all or a part of their unfunded commitment amount to
us upon 20 business days' notice from our board of directors.

The Myrtle Beach Equity Contribution

   Under the terms of a preferred stock purchase agreement, dated as of June
29, 1998, we received additional equity contributions of $35.0 million in
exchange for the issuance of 350,000 shares of our Series C preferred stock,
as shown below:

                                      63
Shares of Series C
                                            Cash Commitment  Preferred Stock
                                            --------------- ------------------
Chase Capital Partners and/or
    affiliates.............................   $10,242,968        102,430
   J.P. Morgan Capital Investment
    Corporation and/or affiliates..........    10,000,000        100,000
   Desai Capital Management Incorporated
    and/or affiliates......................     9,838,022         98,380
   Toronto Dominion Capital (USA), Inc.....     2,459,518         24,595
   First Union Capital Partners, Inc.......     1,229,746         12,297
   Duff Ackerman Goodrich & Assoc. L.P. ...     1,229,746         12,298
                                              -----------        -------
     Total.................................   $35,000,000        350,000
                                              ===========        =======
These contributions were contributed to us at the same time and were used
to finance the Myrtle Beach acquisition, and the shares were issued on terms
substantially similar to the terms of the securities purchase agreement.

Redemption of Series C Preferred Stock

   On December 7, 1998, we redeemed an aggregate amount of 35,602 shares of
Series C preferred stock for an aggregate price of $3,560,200 from J.P. Morgan
Capital Investment Corporation and its affiliate and contemporaneously
reissued to our other institutional stockholders the following shares for the
following cash contributions:
Shares of Series C
                                           Cash Contribution  Preferred Stock
                                           ----------------- ------------------
Chase Capital Partners and/or
    affiliates...........................     $  467,511            4,675
   Desai Capital Management Incorporated
    and/or affiliates....................        539,312            5,393
   Toronto Dominion Capital (USA), Inc...        134,826            1,348
   First Union Capital Partners, Inc.....      2,065,675           20,657
   Duff Ackerman Goodrich & Assoc. L
    P. ..................................        352,876            3,529
                                              ----------           ------
     Total...............................     $3,560,200           35,602
                                              ==========           ======
The Norfolk Contribution

   Under the terms of a preferred stock purchase agreement, dated as of
December 31, 1998, we received an additional contribution of approximately
$16.5 million from some of the cash equity investors in order to fund a
portion of the $105.0 million purchase price for the Norfolk acquisition. We
issued approximately $16.5 million of our Series C preferred stock to those
cash equity investors as shown below:
Shares of Series C
                                           Cash Contribution  Preferred Stock
                                           ----------------- ------------------
Chase Capital Partners and/or
    affiliates...........................     $ 2,169,183          21,692
   Desai Capital Management Incorporated
    and/or affiliates....................       2,502,328          25,023
   Toronto Dominion Capital (USA), Inc...         625,574           6,256
   First Union Capital Partners, Inc.....       9,584,273          95,842
   Duff Ackerman Goodrich & Assoc.
    L.P. ................................       1,637,293          16,373
                                              -----------         -------
     Total...............................     $16,518,651         165,186
                                              ===========         =======
At closing, we also issued $13.5 million of our Series D preferred stock to
AT&T. We financed the balance of the purchase price through use of $75.0
million from the net proceeds of the notes offering.

                                      64
License Exchange with AT&T

   On June 8, 1999, we completed a license exchange with AT&T, transferring
licenses for the Hagerstown and Cumberland, Maryland basic trading areas,
which cover 512,000 potential customers, to AT&T in exchange for licenses for
certain counties in the Savannah and Athens, Georgia basic trading areas,
which cover 517,000 potential customers. In addition, we issued 53,882 shares
of our Series A preferred stock and 42,739 shares of our Series D preferred
stock. The licenses we acquired in the exchange are contiguous to our existing
service area and have not been built out. We expect to include them in our
current build-out plan for our licensed area.

The AT&T Agreements

   The Stockholders' Agreement

   General. We entered into a stockholders' agreement, dated as of February 4,
1998, with AT&T, the cash equity investors and certain of our current and
former executive officers. Additional management stockholders and the
independent directors have also agreed to be bound by the provisions of the
stockholders' agreement in connection with the issuance to them of capital
stock. The agreement covers matters in connection with our management and
operations and the sale, transfer or other disposition of the capital stock.

   Board of Directors. A board of directors consisting of seven persons
governs Triton. Actions of the board of directors require the affirmative vote
of a majority of the entire board, although some transactions require a higher
vote. The stockholders who are party to our stockholders' agreement have
agreed that after the offering they will vote their shares together to elect
as two of our seven directors the nominees selected by our cash equity
investors.

   Representatives of AT&T and several cash equity investors also have the
right to attend each meeting of the board of directors as observers, provided
that they continue to own a certain amount of our capital stock as described
in our amended and restated certificate of incorporation. A majority of
disinterested directors must approve any transactions between us and our
stockholders, except for transactions under the AT&T agreements and arm's-
length agreements with AT&T. If an executive committee of the board is formed,
it must consist of at least the director nominated by AT&T as the holder of
Series A preferred stock, one of the directors selected by the cash equity
investors and Michael Kalogris, so long as he is an officer of Triton.

   Restrictions on Transfer. The stockholders' agreement imposes restrictions
with respect to the sale, transfer or other disposition of the capital stock
held under the terms of the agreement, primarily concerning transfers before
the offering date. Stockholders may not transfer their shares of common stock
prior to February 4, 2001 other than to any affiliated successor; thereafter,
stockholders holding shares of common stock may transfer the shares to any
person, subject to rights of first offer granted to specified parties to the
stockholders' agreement. Additionally, holders of common stock and Series D
preferred stock may transfer those shares at any time to an affiliated
successor or an equity investor affiliate, and, after February 4, 2001, the
cash equity investors may transfer or otherwise dispose of any of those shares
held by them to any other cash equity investors.

   AT&T may not transfer or dispose of any of its shares of Series D preferred
stock at any time other than to an affiliated successor. In addition, each
stockholder who is a party to the stockholders' agreement has agreed, subject
to some exceptions, not to transfer or otherwise dispose of any shares of our
capital stock to any of the three largest carriers of telecommunications
services that currently constitute interexchange services, other than AT&T and
other specified wireless carriers.

   Registration Rights. The stockholders' agreement grants certain demand and
piggyback registration rights to the stockholders. On or after the 91st day
after the offering is consummated, the following stockholders may,

                                      65
subject to the restrictions on transfer described above, cause an underwritten
demand registration, subject to customary proportionate cutback and blackout
restrictions, so long as registration is reasonably expected to result in
aggregate proceeds of at least $10.0 million:

  .  AT&T;

  .  a holder of shares of Series C preferred stock or common stock, if the
     registration is reasonably expected to result in aggregate gross
     proceeds of at least $25.0 million; or

  .  employee stockholders beneficially owning at least 50.1% of the shares
     of common stock then beneficially owned by all employee stockholders
     together.

   In addition to the demand registration rights, any stockholder may, subject
to the restrictions on transfer described above, piggyback on a registration
by us at any time, other than registrations on Forms S-4 or S-8 of the
Securities Act, subject to customary proportionate cutback restrictions. The
demand and piggyback registration rights and obligations survive 20 years.

   Preemptive Rights. The stockholders' agreement grants preemptive rights in
some circumstances to the stockholders, including in connection with this
offering. Each stockholder has a preemptive right to purchase a proportionate
amount of shares if we propose to issue for cash any equity security. However,
the stockholders' preemptive rights do not extend to any stock option or stock
appreciation rights plan. These preemptive rights will terminate upon the
closing of this offering. See "Description of Capital Stock--Preemptive
Rights."

   Rights of Inclusion. In the event of a proposed sale by any stockholder to
any person other than an affiliated successor that would constitute 25% or
more of the aggregate outstanding Series C preferred stock and common stock on
a fully-diluted basis (excluding the Series A preferred stock), the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them
of such proposed sale. The purchaser may either purchase all stock offered by
all stockholders electing to participate in such sale, or the purchaser may
purchase stock from stockholders electing to participate in such sale on a
pro-rata basis up to the aggregate dollar amount offered by the purchaser to
the initial selling stockholder.

   Exclusivity. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person
offering, within the territory defined in the stockholders' agreement,
wireless mobility telecommunications services initiated or terminated using
time division multiple access and frequencies licensed by the FCC. However,
AT&T and its affiliates may:

  .  resell or act as agent for us;

  .  provide or resell wireless telecommunications services to or from
     specified locations; and

  .  resell wireless telecommunications services for another person in any
     area where we have not yet placed a system into commercial service.

   However, AT&T must provide us with prior written notice of its intention to
engage in resales, and only dual band/dual mode phones may be used in
connection with the resale activities. Additionally, with respect to the
markets listed on the roaming agreement, we and AT&T have agreed to cause our
respective affiliates in their home carrier capacities to program and direct
the programming of customer equipment so that the other party, in its capacity
as the serving carrier, is the preferred roaming provider in such markets.
Each party also agrees to refrain from inducing any of its customers to change
programming.

   Build-Out. We are required to:

  .  meet the construction requirements described in an agreed-upon minimum
     build-out plan;

                                      66
.  ensure compatibility of our personal communications services systems
     with the majority of systems in the southeastern region of the United
     States;

  .  satisfy the FCC construction requirements in the territory defined in
     the stockholders' agreement;

  .  offer various core service features with respect to our systems;

  .  cause our systems to comply with AT&T's time division multiple access
     quality standards; and

  .  refrain from providing or reselling interexchange services, other than
     interexchange services under our FCC licenses or that we procure from
     AT&T.

   If we materially breach any of the foregoing operational obligations or if
AT&T decides to adopt a new technology standard in a majority of its markets
and we decline to adopt the new technology, AT&T may terminate its exclusivity
obligations.

   Certain Transactions. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:

  .  derives from telecommunications businesses annual revenues in excess of
     $5.0 billion;

  .  derives less than one-third of its aggregate revenues from the provision
     of wireless telecommunications; and

  .  owns FCC licenses to offer and does offer wireless mobility
     telecommunications services serving more than 25% of the potential
     customers within the territory defined in the stockholders' agreement,

   AT&T will have the right, upon written notice, to terminate some of its
obligations in a portion of the territory in which the other party owns an FCC
license to offer commercial mobile radio service. However, upon such a
termination, we have the right to cause AT&T to exchange:

  .  all of the shares of its Series A preferred stock into shares of Series
     B preferred stock; and

  .  all of the shares of its Series D preferred stock, or Series C preferred
     stock or common stock if it has converted Series D stock into either
     one, into shares of Series B preferred stock.

   In the event that AT&T is required in any such transaction to dispose of
any of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, we have certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of our personal communications services systems that are located
within the major trading areas that include the applicable AT&T basic trading
areas. Our right is exercisable at any time within the period commencing with
the date of the announcement by AT&T of any such transaction and terminating
on the later of six months after consummation of the transaction and the date
by which AT&T is required under applicable law to dispose of any such system.

   Without the prior written consent of AT&T, we and our subsidiaries may not
effect any sale of substantially all the assets or liquidation, merger or
consolidation of Triton or any of its subsidiaries. There are limited
exceptions to this provision.

   Acquisition of Cellular Licenses. We may acquire cellular licenses that the
board of directors has determined are demonstrably superior alternatives to
construction of a personal communications services system in the applicable
area within the territory, provided that:

  .  a majority of the cellular potential customers are within the territory
     defined in the stockholders' agreement;

  .  AT&T and its affiliates do not own commercial mobile radio service
     licenses in the area; and

                                      67
.  our ownership of the cellular license will not cause AT&T or any
     affiliate to be in breach of any law or contract.

   Equipment, Discounts and Roaming. At our request, AT&T will use all
commercially reasonable efforts to assist us in obtaining discounts from any
vendor with whom we are negotiating for the purchase of any infrastructure
equipment or billing services and to enable us to become a party to the
roaming agreements between AT&T and its affiliates which operate other
cellular and personal communications services systems so long as AT&T, in its
sole discretion, does not determine such activities to be adverse to its
interests.

   Resale Agreements. At AT&T's request, we will enter into resale agreements
relating to the territory defined in the stockholders' agreement. The rates,
terms and conditions of service that we provide shall be at least as favorable
to AT&T, taken as a whole, as the rates, terms and conditions provided by
Triton to other customers.

   Subsidiaries. All of our subsidiaries must be direct or indirect wholly-
owned subsidiaries.

   Amendments. Amendments to the stockholders' agreement require the consent
of the holders of:

  .  a majority of the shares of each class of capital stock, including the
     shares held by AT&T;

  .  two-thirds of the common stock beneficially owned by the cash equity
     investors; and

  .  60.1% of the common stock beneficially owned by the employee
     stockholders.

   However, in the event any party to the stockholders' agreement ceases to
own any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.

   Termination. The stockholders' agreement terminates upon the earliest to
occur of:

  .  the written consent of each party to the agreement;

  .  February 4, 2009; and

  .  one stockholder owning all of the shares of common stock.

   However, some provisions expire on the offering date and some consent
rights of AT&T expire when and if it fails to own a specified amount of
capital stock.

   License Agreement

   Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and us, AT&T has granted us a royalty-free,
non-exclusive, limited right and license to use various licensed marks solely
in connection with specified licensed activities. The licensed marks include
the logo containing the AT&T and globe design and the expression Member, AT&T
Wireless Services Network. The licensed activities include:

  .  the provision to end-users and resellers, solely within the territory
     specified in the agreement, of communications services on frequencies
     licensed to us for commercial mobile and radio service provided in
     accordance with the AT&T agreements; and

  .  marketing and offering the licensed services within the territory.

   The license agreement also grants us the right and license to use the
licensed marks on permitted mobile phones.

                                      68
Except in specified instances, AT&T has agreed not to grant to any other
person a right or license to provide or resell, or act as agent for any person
offering, the communications services we are offering within the territory
under the licensed marks. In all other instances, except as described above,
AT&T reserves for itself the right to use the licensed marks in connection
with its provision of services, whether within or without the territory.

   The license agreement contains numerous restrictions with respect to our
use and modification of any of the licensed marks. We are obligated to use
commercially reasonable efforts to cause all licensed services that use the
licensed marks to be of comparable quality to the licensed services AT&T
markets and provides in areas comparable to our licensed territory, taking
into account the relative stage of development of the areas and other factors.
The license agreement also sets forth specific testing procedures to determine
compliance with these standards and affords us a grace period to cure any
instances of alleged noncompliance. Following the cure period, we must cease
using the licensed marks until we are in compliance.

   We may not assign or sublicense any of our rights under the license
agreement. However, the license agreement may be, and has been, assigned to
our lenders under the credit facility. After the expiration of any applicable
grace and cure periods under the credit facility, our lenders may enforce our
rights under the license agreement and assign the license agreement to any
person with AT&T's consent.

   The license agreement has a five-year term, which renews for an additional
five-year period if neither party terminates the agreement. The license
agreement may be terminated at any time in the event of our significant
breach, including our misuse of any licensed marks, our license or assignment
of any of the rights in the license agreement, our failure to maintain AT&T's
quality standards or if we experience a change of control. After the initial
five-year term, in the event AT&T converts any shares of Series A preferred
stock into common stock in connection with the stockholders' agreement, the
license agreement terminates on the later of two years from the date of such
conversion and the then existing expiration date of the license agreement.
After the initial five-year term, AT&T may also terminate the license
agreement upon the occurrence of specified transactions. See "--The
Stockholders' Agreement--Certain Transactions."

   Roaming Agreement

   Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T, on behalf of its affiliates, and us, AT&T and we agreed to
provide wireless mobility radiotelephone service for registered customers of
the other party's customers when they are out of their home carrier's
geographic area and in the geographic area where the serving carrier, itself
or through affiliates, holds a license or permit to construct and operate a
wireless mobility radio-telephone system and station. Each home carrier whose
customers receive service from a serving carrier shall pay the serving carrier
100% of the wireless service charges and 100% of the pass-through charges,
such as toll or other charges. Each serving carrier's service charges per
minute of use or partial minute of use for the first three years will be fixed
at a declining rate, and after the first three years will be equal to an
adjusted average home rate or any lower rate the parties negotiate from time
to time. Each serving carrier's toll charges per minute of use for the first
three years will be fixed at a declining rate. After the first three years,
the parties may renegotiate the rate from time to time.

   The roaming agreement has a term of 20 years, unless a party terminates
earlier due to:

  .  the other party's uncured breach of any term of the roaming agreement;

  .  the other party's voluntary liquidation or dissolution; or

  .  the FCC's revocation or denial of the other party's license or permit to
     provide commercial mobile radio service.

   Neither party may assign or transfer the roaming agreement or any of its
rights under the agreement except to an assignee of all or part of its license
or permit to provide commercial mobile radio service, provided that the
assignee expressly assumes all or the applicable part of the assigning party's
obligations under the agreement.

                                      69
Resale Agreement

   Under the terms of the stockholders' agreement, we are required at AT&T's
request to enter into a resale agreement in an agreed-upon form. Under the
resale agreement, AT&T will be granted the right to purchase and resell on a
nonexclusive basis access to and usage of our services in the territory. AT&T
will pay us the charges, including usage and roaming charges, associated with
services it requests under the agreement. We will retain the continuing right
to market and sell our services to customers and potential customers.

   The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore,
AT&T may terminate the agreement at any time for any reason on 180-days'
written notice.

   Under the terms of the stockholders' agreement, we have agreed that the
rates, terms and conditions of service, taken as a whole, that we provide to
AT&T under the resale agreement shall be at least as favorable as, or if
permitted by applicable law, superior to, the rates, terms and conditions of
service, taken as a whole, to any other customer. We will design the rate plan
we will offer under the resale agreement to result in a discounted average
actual rate per minute of use AT&T pays for service at least 25% below the
weighted average actual rate per minute that we bill our customers generally
for access and air time.

   Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:

  .  to an affiliate of that party at the time of the agreement's execution;

  .  by us to any of our operating subsidiaries; and

  .  to the transferee of a party's stock or substantially all of the party's
     assets, provided that all FCC and other necessary approvals have been
     received.

Other Related Party Transactions

   Over the course of 1997, Triton Communications L.L.C., our predecessor,
incurred certain costs on behalf of Triton Cellular, an entity affiliated with
us through management overlap and shared leased facilities. These costs
totaled $148,100 and Triton Cellular reimbursed us in 1999. In addition, we
purchased $22,800 of equipment from Horizon Cellular Telephone Company, L.P.,
an entity affiliated with us through management overlap and shared leased
facilities. In addition, under an agreement between Triton Cellular, Inc. and
us, allocations for management services rendered by some of our management
employees on behalf of Triton Cellular and allocations for shared lease
facilities are charged to Triton Cellular. Such allocations totaled $469,000
during 1998 and $375,000 for the six months ended June 30, 1999. The
outstanding balance at June 30, 1999 was approximately $1.0 million. We expect
settlement of these outstanding charges during 1999.

   On February 3, 1998, we entered into a credit facility. Affiliates of each
of J.P. Morgan Investment Corporation, a holder of approximately 17.2% of our
issued and outstanding capital stock, CB Capital Investors, a holder of
approximately 19.5% of our issued and outstanding capital stock, First Union
Capital Partners, Inc., a holder of approximately 6.5% of our issued and
outstanding capital stock, and Toronto Dominion Capital (USA), Inc., a holder
of approximately 4.7% of our issued and outstanding capital stock, serve as
agent and lenders under the credit facility. Each of the agent and lenders
under the credit facility execution has received and will continue to receive
customary fees and expenses in connection with the credit facility execution.
Through June 30, 1999, affiliates of J.P. Morgan Investment Corporation and CB
Capital Investors have received approximately $98,000 and $204,000,
respectively, in their capacity as agent and lender under such facility.

   Additionally on July 29, 1999, we entered into a commitment letter with
affiliates of CB Capital Investors, J.P. Morgan Investment Corporation,
Toronto Dominion Capital (USA), Inc. and First Union Capital Partners, Inc.
providing for an increase in our available borrowings under our credit
facility from $425.0 million to $550.0

                                      70
million. Consummation of the transactions contemplated by the commitment
letter is subject to the satisfaction of several conditions, including
negotiation and execution of definitive documentation.

   We have entered into letter agreements with several of our management
employees and with our independent directors. Under the letter agreements,
these individuals were issued shares of our common stock that vest at 20% per
year over a five-year period. See "Principal Stockholders."

   On March 7, 1997, each of Chase Venture Capital Associates, L.P., an
affiliate of Chase Capital Partners, and J.P. Morgan Investment Corporation
provided $0.55 million in financing, and on July 3, 1997, each of Chase
Venture Capital L.P. and J.P. Morgan Investment Corporation provided an
additional $0.25 million in financing to Triton Communications in the form of
convertible promissory notes in order to fund its start-up costs. The $1.6
million in notes originally bore interest at 14% annually, payable at
maturity. On January 15, 1998, Triton Communications assigned the notes to us.
In conjunction with the noteholders, we subsequently negotiated a revised
arrangement under which we would not pay interest on the notes and the
promissory notes would be converted into approximately $3.2 million worth of
our Series C preferred stock. We converted the cash repayment of the notes
into 16,000 shares each of Series C preferred stock on February 4, 1998. We
accounted for the $1.6 million preferred return to the investors as a
financing cost during the period the notes were outstanding. Accordingly, we
accrued $1.2 million in financing costs on the notes as of December 31, 1997.
We recognized the remaining $0.4 million financing costs in the first quarter
of 1998.

   On August 12, 1999, we entered into stock purchase agreements with each of
Scott Anderson and John Beletic, our two independent directors, and one
officer under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock for a purchase price of $100 per share. These
agreements are subject to and conditioned only upon the waiver of the
preemptive rights of the other stockholders and the execution of any
underwriting agreement between the underwriters and us in connection with the
consummation of the offering.

   On January 19, 1998, we entered into a master services agreement with
Wireless Facilities Inc. Wireless Facilities will provide us with radio
frequency design and system optimization support services. We have paid
approximately $12.0 million to Wireless Facilities against the $18.0 million
under the agreement. Mr. Scott Anderson, a director of Triton, is also a
director of Wireless Facilities.

   On May 4, 1998, we consummated a private offering of 11% senior
subordinated discount notes pursuant to which we raised net proceeds of
approximately $290.0 million. J.P. Morgan Securities Inc. and Chase Securities
Inc., each an affiliate of entities that own in the aggregate approximately
37.7% of our outstanding preferred stock, were initial purchasers in the
private offering and received a placement fee of $6.3 million.

   An affiliate of First Union Capital Investors, Inc. has acted as our
exclusive financial advisor in connection with the contemplated sale of our
personal communications towers to American Tower, L.P. pursuant to an asset
purchase agreement dated July 13, 1999. We expect to pay a fee to such entity
of approximately $1.0 million in connection with the consummation of such
sales.

                                      71
DESCRIPTION OF CERTAIN INDEBTEDNESS

   The following are summaries of certain material provisions of our notes and
credit facility. These summaries are qualified in their entirety by the
indenture and the credit facility, which we have previously filed with the
SEC.

Notes

   The notes were issued under an indenture, dated as of May 4, 1998, between
Triton PCS, the guarantors and The Chase Manhattan Bank, as trustee. The
notes:

  .  mature on May 1, 2008 and are limited to an aggregate principal amount
     at maturity of $511,989,000;

  .  were issued at an issue price of $585.95 per $1,000 aggregate principal
     amount at maturity and generated gross proceeds to us of $300.0 million;

  .  are general, unsecured obligations, subordinated in right of payment to
     all senior debt, including all obligations under the credit facility;

  .  bear interest at a rate of 11% per annum, computed on a semiannual bond
     equivalent basis, calculated from May 4, 1998 and cash interest will not
     accrue prior to May 1, 2003 and will be payable semiannually on May 1
     and November 1; and

  .  are guaranteed on a joint and several basis by all of our other
     subsidiaries that are direct or indirect obligors under, or in respect
     of, any senior credit facilities. As of the date of this prospectus, all
     of our other direct and indirect subsidiaries are guarantors on a full,
     unconditional and joint and several basis and are wholly-owned by us. We
     are not a guarantor. The guarantees are unsecured obligations of the
     guarantors, subordinated in right of payment to all senior debt of the
     guarantors, including all of the guarantors' obligations under their
     guarantees of the credit facility.

   We may elect to redeem all or part of the notes at any time on or after May
1, 2003 and prior to maturity, at the following redemption prices, expressed
as percentages of principal amount, plus accrued and unpaid interest if
redeemed during the 12-month period beginning on May 1 of the years indicated:
Year                     Percentage
                             ----                     ----------
2003........................................   105.50%
         2004........................................   103.67%
         2005........................................   101.84%
         2006 and thereafter.........................   100.00%
In addition, on or prior to May 1, 2001, we may redeem up to 35% of the
principal amount at maturity of notes issued under the indenture, at a
redemption price equal to 111% of the accreted value to the redemption date,
with the net proceeds of one or more equity offerings of:

  .  our qualified stock; or

  .  a special purpose corporation formed to hold our qualified stock.

However, at least 65% of the aggregate principal amount at maturity of notes
issued under the indenture must remain outstanding immediately after giving
effect to the redemption. We do not intend to redeem any notes with the net
proceeds of the offering.

   If a change of control, as defined below, occurs, each noteholder may
require us to repurchase its notes, in whole or in part, at a purchase price
equal to 101% of the notes' accreted value or the principal amount at
maturity, as applicable, plus accrued and unpaid interest to the purchase
date. Our credit facility will prohibit the purchase of outstanding notes
prior to repayment of the borrowings under the credit facility.

                                      72
A change of control will occur under the indenture if any one or more of
the following events occurs:

  .  any person or group, as those terms are used in Sections 13(d) and 14(d)
     of the Exchange Act, other than a permitted holder or permitted holders
     or a person or group controlled by a permitted holder or permitted
     holders, becomes the beneficial owner, as defined in Rules 13d-3 and
     13d-5 under the Exchange Act, except that a person shall be deemed to
     have beneficial ownership of all securities that person has the right to
     acquire within one year, upon the happening of an event or otherwise, is
     or becomes the beneficial owner, directly or indirectly, of:

    (a)  Triton's securities representing 50% or more of the combined
         voting power of its then outstanding voting stock, or

    (b)  Triton PCS' securities representing 50% or more of the combined
         voting power of its then outstanding voting stock;

  .  the following individuals cease for any reason to constitute more than a
     majority of the number of directors then serving on the board of Triton
     or Triton PCS:

    (a)  individuals who, on May 4, 1998, constitute the board, and

    (b)  any new director, other than a director whose initial assumption
         of office is in connection with an actual or threatened election
         contest, including a consent solicitation relating to the election
         of directors of Triton or Triton PCS, whose appointment or
         election by the board or nomination for election by Triton PCS'
         stockholders was approved by the vote of at least two-thirds of
         the directors then still in office or whose appointment, election
         or nomination was previously so approved or recommended; or

  .  the stockholders of Triton or Triton PCS shall approve any plan of
     liquidation, whether or not otherwise in compliance with the provisions
     of the indenture.

   The transfer, by lease, assignment, sale or otherwise, in a single
transaction or series of transactions, of all or substantially all of the
properties or assets of one or more of our other subsidiaries, the capital
stock of which constitutes all or substantially all of Triton PCS' properties
and assets, shall be deemed to be the transfer of all or substantially all of
Triton PCS' properties and assets.

   We are also required to offer to repurchase the notes if all or some of the
net proceeds of an asset sale are not used to acquire an entity engaged in a
permitted business, to purchase other long term assets used or useful in a
permitted business or to repay any senior indebtedness.

   The indenture contains restrictive covenants which, among other things,
restrict Triton PCS' and its restricted subsidiaries' ability to:

  .  incur additional indebtedness;

  .  pay dividends, make investments or redeem or retire stock of Triton PCS
     or subordinated indebtedness of Triton PCS or any subsidiary;

  .  cause encumbrances or restrictions to exist on the ability of its
     subsidiaries to pay dividends and make investments in, or transfer any
     property or assets to Triton;

  .  create liens on their assets;

  .  sell assets;

  .  engage in transactions with affiliates;

  .  engage in businesses other than a permitted business;

  .  designate any of our subsidiaries as an unrestricted subsidiary under
     the indenture;

  .  engage in mergers or consolidations; or

  . amend, modify or waive, or refrain from enforcing, any provision of the
    securities purchase agreement dated October 8, 1997.

The indenture provides for acceleration upon customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

                                      73
Credit Facility

   On February 3, 1998, Triton PCS entered into a $425.0 million credit
facility with The Chase Manhattan Bank, as administrative agent, and other
financial institutions.

   The credit facility provides for:

  .  an aggregate of $175.0 million Tranche A senior secured term loans,
     which may be drawn at any time until February 2001, and which mature in
     August 2006;

  .  an aggregate of $150.0 million Tranche B senior secured term loans,
     which could be drawn through August 1998, and which mature in May 2007;
     and

  .  a $100.0 million senior secured revolving credit facility which matures
     in August 2006 and includes a $3.0 million subfacility for the issuance
     of letters of credit.

   As of June 30, 1999, $150.0 million of the Tranche B term loans were
outstanding and we had not drawn down on the Tranche A term or revolving
credit loans. Borrowings are subject to customary conditions, including the
absence of a material adverse change. Loans under the credit facility are
available to fund capital expenditures related to the construction of our
personal communications services network, the acquisition of related
businesses, our working capital needs and customer acquisition costs.

   We must repay the Tranche A term loans, if borrowed, in eighteen
consecutive quarterly installments, beginning in February 2002. The amount of
each of the first four installments is $4,375,000, the amount of each of the
next four installments is $6,562,500, the amount of each of the next four
installments is $8,750,000, the amount of each of the next four installments
is $10,937,500, and the amount of each of the last two installments is
$26,250,000.

   We must repay the Tranche B term loans in twenty-one consecutive quarterly
installments, beginning in February 2002. The amount of each of the first 16
installments is $375,000, the amount of each of the next four installments is
$7.5 million, and the amount of the last installment is $114.0 million.

   The amount that we can borrow and that can be outstanding under the
revolving credit facility reduces in eight quarterly reductions, beginning in
August 2004. The amount of each of the first two reductions is $5.0 million,
the amount of each of the next four reductions is $10.0 million, and the
amount of each of the last two reductions is $25.0 million.

   Interest on the Tranche A term loans and the revolving credit loans
accrues, at our option, either at:

  .  the reserve adjusted London interbank offered rate, plus an applicable
     margin of between 2.25% and 1.00%, depending on the level of our ratio
     of debt to EBITDA; or

  .  the higher of The Chase Manhattan Bank's prime rate or the federal funds
     rate plus 0.5%, plus an applicable margin of between 1.25% and 0%,
     depending on the level of our ratio of debt to EBITDA.

   Interest on the Tranche B term loans accrues, at our option, either at:

  .  the reserve adjusted London interbank offered rate, plus a margin of
     3.0%; or

  .  the higher of The Chase Manhattan Bank's prime rate or the federal funds
     rate plus 0.5%, plus a margin of 1.75%.

   Interest on any overdue amounts will accrue at a rate per annum equal to 2%
plus the rate otherwise applicable to that amount.

                                      74
The credit facility requires that we pay an annual commitment fee of
between 0.375% and 0.50%, depending on the ratio of debt to EBITDA, of the
unused portion of the credit facilities payable quarterly in arrears and a
separate agent's fee payable to the administrative agent. The credit facility
also requires us to maintain at least 60% of total outstanding indebtedness as
fixed rate instruments. Although we have not been required to purchase any
interest rate hedges, in 1998 we purchased two interest rate hedges with a
notional amount totaling $75.0 million.

   We must repay the term loans, and the commitments under the revolving
credit facility will be reduced, in an aggregate amount equal to:

  .  50% of excess cash flow of each of our fiscal years commencing with the
     fiscal year ending December 31, 2001;

  .  100% of the net proceeds of specified asset sales outside the ordinary
     course of business, in excess of a $1.0 million yearly threshold, and of
     unused insurance proceeds;

  .  100% of the net cash proceeds of specified incurrences of indebtedness;
     and

  .  50% of the net cash proceeds of specified issuances of equity securities
     or specified capital contributions other than those made under the
     securities purchase agreement.

   We, and each of our other subsidiaries, have guaranteed all of Triton PCS'
obligations under the credit facility. Triton PCS' obligations under the
credit facility are secured by security interests in substantially all of its
assets, and in substantially all of the assets of each of our other
subsidiaries, and by a pledge of all of Triton PCS' capital stock and of all
of the capital stock and other equity interests of all of our domestic
subsidiaries and 65% of the shares of capital stock of foreign subsidiaries.

   The credit facility contains customary covenants, including covenants
limiting indebtedness, dividends and distributions on, and redemptions and
repurchases of, capital stock and other similar payments, and the acquisition
and disposition of assets, and covenants relating to the number of potential
customers covered by our network and number of customers. The credit facility
also requires that we comply with specified financial covenants.

   In addition, the credit facility provides that we may not permit certain of
our subsidiaries to incur any liabilities or obligations other than their
guarantee of the credit facility, the security agreement they have entered
into in connection with the credit facility, and, in the case of any
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of that subsidiary which are incidental to being
the lessee of real property or the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

   The credit facility provides for acceleration upon the occurrence of
customary events of default.

   We have received a commitment letter, dated July 29, 1999, from The Chase
Manhattan Bank, Morgan Guaranty Trust Company of New York, Toronto Dominion
Bank, First Union National Bank, Chase Securities Inc., J.P. Morgan Securities
Inc., TD Securities (USA) Inc. and First Union Capital Markets Corp. to
increase the credit facility under the credit agreement by $125.0 million. The
increase would consist of two term loans:

  .  a $75.0 million, senior secured Tranche C term loan maturing on August
     3, 2003; and

  .  a $50.0 million, single-draw senior secured Tranche D term loan maturing
     on May 3, 2007.

   The commitment letter is subject to various conditions, including
negotiation and execution of definitive documentation. There can be no
assurance that we will be able to enter into the amended and restated credit
facility.

                                      75
DESCRIPTION OF CAPITAL STOCK

General

   Upon completion of the offering, our authorized capital stock will consist
of      shares of common stock, par value $0.01 per share, and 7,000,000
shares of preferred stock, par value $0.01 per share, including 1,000,000
shares designated Series A convertible preferred stock, 2,000,000 shares
designated Series B preferred stock, 3,000,000 shares designated Series C
convertible preferred stock and 1,000,000 shares designated Series D
convertible preferred stock. Upon completion of the offering,      shares of
common stock, 786,252.64 shares of Series A preferred stock, no shares of
Series B preferred stock or Series C preferred stock and 543,683.47 shares of
Series D preferred stock will be issued and outstanding. In addition,
1,329,936.11 shares of Series B preferred stock, 543,683.47 shares of Series C
preferred stock, no shares of Series D preferred stock and      shares of
common stock are reserved for issuance in connection with transactions
contemplated by the stockholders' agreement. On the date of this offering,
each share of Series C preferred stock issued and outstanding will
automatically convert into one share of common stock, subject to adjustment.

   The following summary is subject to and qualified in its entirety by the
provisions of our restated certificate of incorporation and amended and
restated bylaws and by the provisions of applicable law.

Common Stock

   Each holder of common stock is entitled to one vote for each share of
common stock on all matters on which stockholders generally are entitled to
vote and to all other rights, powers and privileges of stockholders under
Delaware law. Upon the dissolution, liquidation or winding up of Triton, after
any preferential amounts to be distributed to the holders of the preferred
stock then outstanding have been paid or declared and funds sufficient for
payment in full have been set apart for payment, the holders of the common
stock will be entitled to receive proportionately all the remaining assets of
Triton available for distribution to its stockholders.

Preferred Stock

   Our certificate of incorporation gives our board of directors the authority
to issue preferred stock in one or more series and to fix the relative powers,
preferences, rights, privileges and restrictions thereof, including dividend
rights, dividend rates, conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any series or the designation of such series.

   The issuance of preferred stock may have the effect of delaying, deferring
or preventing a change in control of Triton and may adversely affect the
voting or other rights of the holders of common stock. These effects may
include the loss of voting control to others. We currently have four series of
preferred stock, designated as follows:

   Series A Preferred Stock. The Series A preferred stock, with respect to
dividend rights and rights on liquidation, dissolution or winding up, ranks on
a parity basis with the Series B preferred stock and ranks senior to the
Series C preferred stock, the Series D preferred stock, the common stock and
any other series or class of our preferred or common stock authorized
currently or in the future. The holders of Series A preferred stock are
entitled to cumulative quarterly cash dividends at the annual rate of 10% of
the accreted value of the Series A preferred stock. We may elect to defer
payment of any dividends until September 30, 2008. Any dividend payments so
deferred will be payable on and not earlier than September 30, 2008. Except as
required by law or in specified instances, the holders of the Series A
preferred stock do not have any voting rights. However, so long as AT&T owns
at least two-thirds of the number of shares of Series A preferred stock it
owned on February 4, 1998, AT&T has the exclusive right, voting separately as
a single class, to nominate one of our directors and the right to approve,
along with Michael Kalogris and Steven Skinner, two independent directors
nominated by the cash equity investors. The Series A preferred stock is
redeemable at its accreted value

                                      76
after February 4, 2008 and at the option of its holders on or after February
4, 2018. So long as the Series A preferred stock is outstanding or dividends
payable on shares of Series A stock have not been paid in full in cash, we may
not pay dividends on, or repurchase shares of, our common stock or other stock
ranking junior to the Series A preferred stock without the consent of the
holders of the Series A preferred stock. However, we may purchase shares of
common stock or junior stock at market price if we are required to do so under
any agreement with any employees.

  Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series A preferred stock are entitled to the accreted value of the Series
A preferred stock. Additionally, on or after February 4, 2006, AT&T, certain
of its affiliates and qualified transferees have the right to convert each
share of Series A preferred stock into common stock at its accreted value
divided by the market price of one share of common stock.

   Series B Preferred Stock. The Series B preferred stock ranks on a parity
basis with the Series A preferred stock and is identical in all respects to
the Series A preferred stock except:

  .  the Series B preferred stock is not convertible into common stock or any
     other security of Triton at any time;

  .  the Series B preferred stock is redeemable at its accreted value at any
     time at our option; and

  .  holders of Series B preferred stock do not have the right to nominate
     any of our directors.

   Series C Preferred Stock. The Series C preferred stock ranks junior to the
Series A preferred stock and Series B preferred stock with respect to dividend
rights and rights on liquidation, dissolution or winding up, ranks junior to
the Series D preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series D preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our preferred or common stock now or
hereafter authorized, other than Series A preferred stock, Series B preferred
stock or Series D preferred stock, with respect to rights on liquidation,
dissolution and winding up. The holders of Series C preferred stock are
entitled to dividends when, as and if declared by our board of directors.

   The board may not declare or pay dividends on any shares of common stock or
other preferred stock ranking junior or equal to the Series C preferred stock
with respect to dividends, unless the holders of the Series C preferred stock
receive dividends in an amount per share at least equal to the greater of:

  .  the dividends payable on the number of shares of common stock into which
     the Series C stock may be converted at the time of the dividend; or

  .  the dividends per share payable to holders of any series of preferred
     stock ranking junior or equal to the Series C preferred stock times a
     fraction where:

    (a)  the numerator is the number of shares of common stock into which a
         share of Series C preferred stock is convertible at the time of
         the dividend, and

    (b)  the denominator is the number of shares of common stock into which
         a share of the other preferred stock is convertible at the time of
         the dividend.

     However, if that other stock is not convertible into common stock, then:

    (a)  the numerator is the liquidation preference of a share of Series C
         preferred stock, and

    (b)  the denominator is the liquidation preference of a share of the
         other series of preferred stock.

   Upon any liquidation, dissolution or winding up of Triton, the holders of
the Series C preferred stock are entitled, after payment to any stock ranking
senior to the Series C preferred stock, to a liquidation preference of $100
per share, subject to adjustment. The holders of the Series C preferred stock
have the right at any time to convert each share of Series C preferred stock
into one share of common stock, and each share of Series C preferred stock
will automatically convert into one share of common stock, subject to
adjustment, on the offering date. On all matters to be submitted to our
stockholders, the holders of the Series C preferred stock have the right to
vote on an as-converted basis as a single class with the holders of common
stock. Additionally, the vote of the holders of a majority of the Series C
preferred stock is required in specified instances. The Series C preferred
stock is not redeemable except in limited circumstances.

                                      77
Series D Preferred Stock. The Series D preferred stock ranks junior to the
Series A preferred stock and the Series B preferred stock with respect to
dividend rights and rights on liquidation, dissolution or winding up, ranks
senior to the Series C preferred stock with respect to rights on a statutory
liquidation, ranks on a parity basis with the Series C preferred stock and
common stock with respect to dividend rights, and ranks senior to the common
stock and any other series or class of our common or preferred stock now or
hereafter authorized, other than Series A preferred stock, Series B preferred
stock or Series C preferred stock, with respect to rights on liquidation,
dissolution and winding up. Subject to the preceding sentence, the Series D
preferred stock is identical in all respects to the Series C preferred stock
except:

  .  the Series D preferred stock is convertible into an equivalent number of
     shares of Series C preferred stock at any time;

  .  except as required by law or in specified instances, the holders of the
     Series D preferred stock do not have any voting rights; and

  .  shares of Series D preferred stock are not subject to automatic
     conversion upon the offering date, although the conversion rate will be
     set, subject to adjustment, on the offering date.

Board of Directors

   Our board of directors consists of seven directors, and each director
serves until his or her successor has been duly elected and qualified, or
until his or her earlier death, resignation or removal. The stockholders who
are party to our stockholders' agreement have agreed that after the offering
they will vote their shares together to elect as two of our seven directors
the nominees selected by our cash equity investors. See "Certain Relationships
and Related Transactions--The AT&T Agreements--The Stockholders' Agreement."

Anti-Takeover Provisions

   Delaware law, our restated certificate of incorporation and the
stockholders' agreement contain provisions that could have the effect of
delaying, deterring or preventing the acquisition of control of Triton by
means of changes to our governing documents or a proxy contest.

   Delaware Law. We are subject to the provisions of Section 203 of the
Delaware General Corporation Law, which prohibits a Delaware corporation from
engaging in a broad range of business combinations with interested
stockholders for a period of three years following the time that person became
an interested stockholder, unless any of the following occurs:

  .  the transaction resulting in a person's becoming an interested
     stockholder, or the business combination, is approved by the board of
     directors of the corporation before the person becomes an interested
     stockholder;

  .  the interested stockholder acquires 85% or more of the outstanding
     voting stock of the corporation in the same transaction that makes the
     person an interested stockholder, excluding shares owned by persons who
     are both officers and directors of the corporation and shares held by
     employee stock ownership plans; or

  .  on or after the date the person became an interested stockholder, the
     business combination is approved by the corporation's board of directors
     and by the holders of at least 66 2/3% of the corporation's outstanding
     voting stock at a stockholder meeting, excluding shares held by the
     interested stockholder.

   An "interested stockholder" is defined as any person that is:

  .  the owner of 15% or more of the outstanding voting stock of the
     corporation; or

  .  an affiliate or associate of the corporation and was the owner of 15% or
     more of the outstanding voting stock of the corporation at any time
     within the three-year period immediately prior to the date on which it
     is sought to be determined whether the person is an interested
     stockholder.

                                      78
Supermajority Vote Required to Amend Our Certificate of Incorporation. Any
amendment to our certificate of incorporation or the bylaws must be approved
by the affirmative vote of the holders of shares of Series C preferred stock
and common stock representing at least two-thirds of the votes entitled to be
cast for the election of directors, voting together as a single class, subject
to the separate class vote requirements relating to any class or series of
preferred stock.

   Nomination and Election of Directors. Our restated certificate of
incorporation and the stockholders' agreement contain provisions which affect
the nomination and election of directors to our board. Under our restated
certificate of incorporation, as long as AT&T owns at least two-thirds of the
number of shares of Series A preferred stock that it owned on February 4,
1998, it has the exclusive right, voting separately as a single class, to
nominate one director. AT&T also has the right to approve, along with Michael
Kalogris and Steven Skinner, two independent directors nominated by the cash
equity investors. Each of the stockholders party to the stockholders'
agreement has agreed to vote all its shares of its Series C preferred stock or
common stock held of record by it to cause the election of certain directors
and their continuation in office. See "Certain Relationships and Related
Transactions--The AT&T Agreements--The Stockholders' Agreement--Board of
Directors."

Limitation on Directors' Liabilities

   The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. Our restated certificate
of incorporation limits the liability of our directors to Triton or our
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors will not be personably liable for monetary damages
for breach of a director's fiduciary duty as a director, except for liability:

  .  for any breach of the director's duty of loyalty to Triton or its
     stockholders;

  .  for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;

  .  under Section 174 of the Delaware General Corporation Law, which relates
     to the unlawful payment of dividend or unlawful stock purchase or
     redemption by a corporation; or

  .  for any transaction from which a director derived an improper personal
     benefit.

   The inclusion of this provision in our restated certificate of
incorporation may have the effect of reducing the likelihood of derivative
litigation against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have
benefited Triton and its stockholders. In addition, under the terms of the
employment agreements with Michael Kalogris and Steven Skinner, we have
purchased directors' and officers' liability insurance coverage for Messrs.
Kalogris and Skinner in amounts customary for similarly situated companies.

Preemptive Rights

   We have granted preemptive rights that will terminate upon closing of this
offering to some of our stockholders. Prior to this offering, we are required
to give these stockholders notice of the offering, setting forth the aggregate
number of shares of common stock proposed to be issued, the anticipated price
range and the other terms and conditions of the proposed issuance. Each
stockholder then has the right to acquire a pro rata amount of common stock
based upon the number of shares of common stock that is beneficially owned by
such stockholder, provided the stockholder gives us written notice of its
intent to exercise its preemptive rights within 30 days of receiving notice of
the offering from us.

                                      79
If a stockholder exercises its preemptive right in this offering, it will
be obligated to exercise that right if the offering price does not exceed the
highest price in the anticipated range; if the offering price exceeds the
highest price in the anticipated range, however, the stockholder will have the
right, but not the obligation, to exercise its preemptive right at that
offering price. In addition, if the public offering price is more than 20%
below the lowest price in the anticipated range, AT&T has the right to
exercise its preemptive right at the time of the pricing of this offering.

Registration Rights

   We have granted registration rights to some of our stockholders. See
"Certain Relationships and Related Transactions--The AT&T Agreements--The
Stockholders' Agreement--Registration Rights" for a description of these
registration rights.

Listing

   We intend to apply to have the common stock included for quotation on the
Nasdaq National Market under the symbol "TPCS."

Transfer Agent and Registrar

   We have appointed       as the transfer agent and registrar for our common
stock.

                                      80
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS TO
                               NON-U.S. HOLDERS

   The following is a summary of the material United States federal income,
estate and gift tax consequences of the purchase, ownership and disposition of
the common stock by holders that are non-U.S. holders, as that term is defined
below. This summary does not purport to be a complete analysis of all
potential tax effects and is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, which change may be
retroactive. Unless otherwise specifically noted, this summary applies only to
those persons that hold the common stock as capital asset within the meaning
of Section 1221 of the Internal Revenue Code.

   This summary is for general information only and does not address the tax
consequences to taxpayers who are subject to special rules or circumstances.
This summary does not address any tax consequences arising under any state,
municipality, foreign country or other taxing jurisdiction. Prospective
investors are urged to consult their tax advisors regarding the United States
federal tax consequences of purchasing, owning and disposing of the common
stock, including the investor's status as a non-U.S. holder, as well as any
tax consequences that may arise under the laws of any state, municipality,
foreign country or other taxing jurisdiction.

General

   For purposes of this discussion, a non-U.S. holder is a beneficial owner of
Triton common stock that is not:

  .  a citizen or individual resident of the United States;

  .  a corporation or partnership, including any entity treated as a
     corporation or partnership for United States federal income tax
     purposes, created or organized under the laws of the United States or
     any subdivision thereof;

  .  an estate the income of which is subject to United States federal income
     tax without regard to its source; or

  .  a trust if a court within the United States is able to exercise primary
     supervision over the administration of the trust and one or more United
     States persons have the authority to control all substantial decisions
     of the trust.

Dividends

   Dividends, if any, paid to a non-U.S. holder will generally be subject to
the withholding of United States federal income tax at the rate of 30% of the
gross amount of such dividends, unless:

  .  the dividends are effectively connected with the conduct of a trade or
     business, or, if an income tax treaty applies, are attributable to a
     permanent establishment, as defined therein, within the United States of
     the non-U.S. holder, and such non-U.S. holder furnishes to Triton or its
     agent a duly executed Internal Revenue Service Form W-8ECI, or any
     successor form; or

  .  such non-U.S. holder is entitled to a reduced withholding tax rate
     pursuant to any applicable income tax treaty.

                                      81
For purposes of determining whether tax will be withheld at a reduced rate
as specified by an income tax treaty, current law permits Triton to presume
that dividends paid to an address in a foreign country are paid to a resident
of such country absent actual knowledge that such presumption is not
warranted. However, under newly issued U.S. Treasury regulations, in the case
of dividends paid after December 31, 2000, in order to obtain a reduced rate
of withholding under an income tax treaty, a non-U.S. holder generally will be
required to furnish to us or our agent a duly executed Internal Revenue
Service Form W-8BEN, or any successor form, certifying, under penalties of
perjury, that such non-U.S. holder is entitled to benefits under an income tax
treaty. The new regulations also provide special rules for dividend payments
made to foreign intermediaries, U.S. or foreign wholly-owned entities that are
disregarded for U.S. federal income tax purposes and entities that are treated
as fiscally transparent in the United States, the applicable income tax treaty
jurisdiction or both. Prospective investors should consult their tax advisors
concerning the effect, if any, of the adoption of these new U.S. Treasury
regulations on an investment in our common stock. A non-U.S. holder who is
eligible for a reduced withholding rate may obtain a refund of any excess
amounts withheld by filing an appropriate claim for a refund with the Internal
Revenue Service.

   Dividends paid to a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

Gain on Sale or Other Disposition

   A non-U.S. holder generally will not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the common stock, unless:

  .  the gain is effectively connected with the conduct of a trade or
     business, or, if an income tax treaty applies, is attributable to a
     permanent establishment, as defined therein, within the United States of
     the non-U.S. holder or of a partnership, trust or estate in which such
     non-U.S. holder is a partner or beneficiary;

  .  Triton has been, is or becomes a United States real property holding
     corporation within the meaning of Section 897(c)(2) of the Internal
     Revenue Code at any time within the shorter of the five-year period
     preceding such sale or other disposition or such non-U.S. holder's
     holding period for Triton common stock; or

  .  the non-U.S. holder is an individual that:

    (a)  is present in the United States for 183 days or more in the
         taxable year of the sale or other disposition; and

    (b)  either (i) has a tax home in the United States, as specially
         defined for purposes of the United States federal income tax, or
         (ii) maintains an office or other fixed place of business in the
         United States and the gain from the sale or other disposition of
         the common stock is attributable to such office or other fixed
         place of business.

   A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its United States real
property interests within the meaning of Section 897(c)(1) of the Internal
Revenue Code equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus the fair market value of any other of
its assets used or held for use in a trade or business. Triton believes that
it has not been, is not currently and is not likely to become a United States
real property holding corporation. Further, even if Triton were to become a
United States real property holding corporation, any gain recognized by

                                      82
a non-U.S. holder still would not be subject to U.S. federal income tax if the
Triton common stock were considered to be regularly traded, within the meaning
of applicable U.S. Treasury regulations, on an established securities market,
for example, the Nasdaq National Market, on which Triton's common stock will
be listed, and the non-U.S. holder did not own, directly or indirectly, at any
time during the five-year period ending on the date of the sale or other
disposition, more than 5% of the common stock.

   Gains realized by a non-U.S. holder that are effectively connected with the
conduct of a trade or business, or, if an income tax treaty applies, are
attributable to a permanent establishment, as defined therein, within the
United States of the non-U.S. holder will generally be taxed on a net income
basis, that is, after allowance for applicable deductions, at the graduated
rates that are applicable to United States persons. In the case of a non-U.S.
holder that is a corporation, such income may also be subject to the United
States federal branch profits tax, which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits, at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the non-U.S. holder is a
qualified resident of the treaty country.

   Individual non-U.S. holders may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain
United States expatriates, including former long-term residents of the United
States.

Federal Estate and Gift Taxes

   Common stock owned or treated as owned by a non-U.S. holder at the date of
death will be included in such individual's estate for United States federal
estate tax purposes, unless an applicable estate tax treaty provides
otherwise.

   A non-U.S. holder will not be subject to United States federal gift tax on
a transfer of common stock, unless such person is engaged in business in the
United States or such person is an individual subject to provisions of United
States federal gift tax law applicable to certain United States expatriates,
including certain former long-term residents of the United States.

Backup Withholding Tax and Information Reporting

   Triton must report annually to the Internal Revenue Service and to each
non-U.S. holder the amount of dividends paid to, and the tax withheld with
respect to, such non-U.S. holder, regardless of whether tax was actually
withheld and whether withholding was reduced by an applicable income tax
treaty. Pursuant to certain income tax treaties and other agreements, that
information may also be made available to the tax authorities of the country
in which the non-U.S. holder resides.

   United States federal backup withholding, which generally is withholding
tax imposed at the rate of 31% on certain payments to persons not otherwise
exempt who fail to furnish certain identifying information, will generally not
apply to:

  .  dividends paid to a non-U.S. holder that are subject to withholding at
     the 30% rate or that are subject to withholding at a reduced rate under
     an applicable income tax treaty; or

  .  Under current law, dividends paid to a non-U.S. holder at an address
     outside of the United States, unless the payor has knowledge that the
     payee is a United States person.

   Under newly issued U.S. Treasury regulations, in the case of dividends paid
after December 31, 2000, a non-U.S. holder will generally be subject to backup
withholding, unless certain certification procedures, or, in the case of
payments made outside of the United States with respect to an offshore
account, certain documentary evidence procedures, are satisfied, directly or
through a foreign intermediary.

                                      83
The backup withholding and information reporting requirements will
generally also apply to the gross proceeds paid to a non-U.S. holder upon the
sale or other disposition of common stock by or through a United States office
of a United States or foreign broker, unless the non-U.S. holder certifies to
the broker under penalties of perjury as to, among other things, its name,
address and status as a non-U.S. holder by filing the Internal Revenue
Service's Form W-8BEN, or any successor form, with the broker, or unless the
non-U.S. holder otherwise establishes an exemption.

   Information reporting requirements, but not backup withholding, will
generally apply to a payment of the proceeds of a sale or other disposition of
common stock effected at a foreign office of:

    (c)  a United States broker;

    (d)  a foreign broker 50% or more of whose gross income for certain
         periods is effectively connected with the conduct of a trade or
         business within the United States;

    (e)  a foreign broker that is a controlled foreign corporation for
         United States federal income tax purposes; or

    (f)  pursuant to newly issued U.S. Treasury regulations effective after
         December 31, 2000, a foreign broker that is (a) a foreign
         partnership one or more of whose partners are U.S. persons that in
         the aggregate hold more than 50% of the income or capital interest
         in the partnership at any time during its tax year, or (b) a
         foreign partnership engaged at any time during its tax year in the
         conduct of a trade or business in the United States, unless the
         broker has certain documentary evidence in its records that the
         holder is a non-U.S. holder and the broker has no knowledge to the
         contrary and certain other conditions are met, or unless the non-
         U.S. holder otherwise establishes an exemption.

   Neither backup withholding nor information reporting will generally apply
to a payment of the proceeds of a sale or other disposition of common stock
effected at a foreign office of a foreign broker not subject to the preceding
paragraph. Prospective investors should consult their tax advisors concerning
the effect, if any, of the adoption of the newly issued U.S. Treasury
regulations on backup withholding and information reporting on an investment
in the common stock.

   Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the non-U.S.
holder's United States federal income tax liability, provided that the non-
U.S. holder files an appropriate claim for a refund with the Internal Revenue
Service.

                                      84
SHARES ELIGIBLE FOR FUTURE SALE

   Prior to this offering, there has been no market for our common stock, and
we cannot assure you that a significant public market for the common stock
will develop or be sustained after this offering. Future sales of substantial
amounts of common stock, including shares issued upon exercise of outstanding
options, in the public market after this offering could adversely affect
market prices prevailing from time to time and could impair our ability to
raise capital through the sale of our equity securities. Sales of substantial
amounts of our common stock in the public market could adversely affect the
prevailing market price and our ability to raise equity capital in the future.

   Upon completion of this offering, we will have outstanding     shares of
common stock, assuming no exercise of the underwriters' over-allotment option
and no conversion of Series D preferred stock, which can convert into 543,000
shares of our common stock. Of these shares, the     shares, or     shares if
the underwriters exercise their over-allotment option in full, of common stock
sold in this offering will be freely tradable without restriction under the
Securities Act unless purchased by our affiliates as that term is defined in
Rule 144 under the Securities Act. The remaining     shares of common stock
outstanding will be restricted securities under Rule 144 and may in the future
be sold without registration under the Securities Act to the extent permitted
by Rule 144 or any other applicable exemption under the Securities Act and
subject to the lock-up agreements described in "Underwriters." Some holders of
outstanding shares of common stock immediately prior to the offering may,
under certain circumstances, include their shares in a registration statement
filed by Triton for a public offering of common stock. Some existing
stockholders also have the right to demand that we register their shares of
common stock for resale. See "Description of Capital Stock--Registration
Rights."

   In general, under Rule 144 as currently in effect, beginning 90 days after
the date of this prospectus, a person, or persons whose shares are aggregated,
who has beneficially owned restricted shares for at least one year, including
the holding period of any prior owner except an affiliate, would be entitled
to sell within any three-month period a number of shares that does not exceed
the greater of:

  .  one percent of the number of shares of common stock then outstanding,
     which will equal approximately     shares immediately after this
     offering, or

  .  the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a Form 144 with respect to the
     sale.

   Sales under Rule 144 also are subject to manner of sale provisions and
notice requirements and to the availability of current public information
about us. Under Rule 144(k), a person who is not deemed to have been an
affiliate of Triton at any time during the three months preceding a sale and
who has beneficially owned the shares proposed to be sold for at least two
years, including the holding period of any prior owner except an affiliate, is
entitled to sell those shares without complying with the manner of sale,
public information, volume limitation or notice provisions of Rule 144.

   Rule 701 permits resales of shares in reliance on Rule 144 but without
compliance with specified restrictions of Rule 144. Any employee, officer or
director of or consultant to Triton who purchased his or her shares under a
written compensatory plan or contract may be entitled to rely on the resale
provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701
shares under Rule 144 without complying with the holding period requirements
of Rule 144. Rule 701 further provides that non-affiliates may sell those
shares in reliance on Rule 144 without having to comply with the holding
period, public information, volume limitation or notice provisions of Rule
144. All holders of Rule 701 shares are required to wait until 90 days after
the date of this prospectus before selling those shares.

   Following consummation of this offering we intend to file a registration
statement on Form S-8 under the Securities Act covering shares of common stock
subject to outstanding options under our proposed stock option plan. Based on
the number of shares subject to outstanding options at August  , 1999 and
currently reserved for issuance under our proposed stock option plan, that
registration statement would cover approximately     shares issuable on
exercise of the options, of which     options have vested as of that date. The
registration statement on Form S-8 will automatically become effective upon
filing. Accordingly, subject to the exercise of those options, shares
registered under that registration statement will be available for sale in the
open market immediately after the 180-day lock-up agreements expire. See
"Underwriters."

                                      85
UNDERWRITERS

   Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the U.S. underwriters named
below, for whom Morgan Stanley & Co. Incorporated, Lehman Brothers Inc.,
Salomon Smith Barney Inc., First Union Capital Markets Corp. and J.P. Morgan
Securities Inc. are acting as U.S. representatives, and the international
underwriters named below for whom Morgan Stanley & Co. International Limited,
Lehman Brothers International (Europe), Salomon Brothers International
Limited, First Union Capital Markets Corp. and J.P. Morgan Securities Ltd. are
acting as international representatives, have severally agreed to purchase,
and Triton has agreed to sell to them, severally, the number of shares
indicated below:
Number of
   Name                                                                 Shares
   ----                                                                ---------
U.S. Underwriters:
     Morgan Stanley & Co. Incorporated................................
     Lehman Brothers Inc. ............................................
     Salomon Smith Barney Inc. .......................................
     First Union Capital Markets Corp. ...............................
     J.P. Morgan Securities, Inc. ....................................
                                                                          ---
     Subtotal.........................................................
                                                                          ---
   International Underwriters:
     Morgan Stanley & Co. International Limited.......................
     Lehman Brothers International (Europe)...........................
     Salomon Brothers International Limited...........................
     First Union Capital Markets Corp. ...............................
     J.P. Morgan Securities Ltd.......................................
     Subtotal.........................................................
                                                                          ---
     Total............................................................
                                                                          ===
The U.S. underwriters and the international underwriters, and the U.S.
representatives and the international representatives, are collectively
referred to as the "underwriters" and the "representatives," respectively. The
underwriters are offering the shares of common stock subject to their
acceptance of the shares from Triton and subject to prior sale. The
underwriting agreement provides that the obligations of the several
underwriters to pay for and accept delivery of the shares of common stock
offered by this prospectus are subject to the approval of certain legal
matters by their counsel and to certain other conditions. The underwriters are
obligated to take and pay for all of the shares of common stock offered by
this prospectus if any such shares are taken. However, the underwriters are
not required to take or pay for the share covered by the underwriters over-
allotment option described below.

   In the agreement between U.S. and international underwriters, sales may be
made between U.S. underwriters and international underwriters of any number of
shares as may be mutually agreed. The per share price of any

                                      86
shares sold by the underwriters shall be the public offering price listed on
the cover page of this prospectus, in United States dollars, less an amount
not greater than the per share amount of the concession to dealers described
below.

   The underwriters initially propose to offer part of the shares of common
stock directly to the public at the public offering price listed on the cover
page of this prospectus and part to certain dealers at a price that represents
a concession not in excess of $   a share under the public offering price. Any
underwriter may allow, and such dealers may reallow, a concession not in
excess of $   a share to other underwriters or to certain dealers. After the
initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the representatives.

   Triton has granted to the U.S. underwriters an option, exercisable for 30
days from the date of this prospectus, to purchase up to an aggregate of
additional shares of common stock at the public offering price listed on the
cover page of this prospectus, less underwriting discounts and commissions.
The U.S. underwriters may exercise this option solely for the purpose of
covering over-allotments, if any, made in connection with the offering of the
shares of common stock offered by this prospectus. To the extent the option is
exercised, each U.S. underwriter will become obligated, subject to certain
conditions, to purchase about the same percentage of the additional shares of
common stock as the number listed next to the U.S. underwriter's name in the
preceding table bears to the total number of shares of common stock listed
next to the names of all U.S. underwriters in the preceding table. If the U.S.
underwriters' option is exercised in full, the total price to the public would
be $  , the total underwriters' discounts and commissions would be $   and
total proceeds to Triton would be $  .

   The underwriters have informed Triton that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
common stock offered by them. In addition, the underwriters have informed us
that they will not confirm sales to any accounts over which they exercise
discretionary authority without prior approval of the transaction by the
customer.

   We intend to apply for quotation of our common stock on the Nasdaq National
Market under the symbol "TPCS."

   At the request of Triton, the underwriters have reserved for sale, at the
initial offering price, up to     shares offered in this prospectus for
directors, officers, employees, business associates, and related persons of
Triton. The number of shares of common stock available for sale to the general
public will be reduced to the extent such persons purchase such reserved
shares. Any reserved shares, which are not so purchased, will be offered by
the underwriters to the general public on the same basis as the other shares
offered in this prospectus.

   Each of Triton and the directors, executive officers and certain other
stockholders of Triton has agreed that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the underwriters, it will not,
during the period ending 180 days after the date of this prospectus:

  .  offer, pledge, sell, contract to sell, sell any option or contract to
     purchase, purchase any option or contract to sell, grant any option,
     right or warrant to purchase, lend or otherwise transfer or dispose of
     directly or indirectly, any shares of common stock or any securities
     convertible into or exercisable or exchangeable for common stock; or

  .  enter into any swap or other arrangement that transfers to another, in
     whole or in part, any of the economic consequences of ownership of the
     common stock,

whether any transaction described above is to be settled by delivery of common
stock or such other securities, in cash or otherwise. In addition, those
directors, executive officers and stockholders have agreed that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
underwriters, they will not, during the period ending 180 days after the date
of this prospectus, make any demand for, or exercise any right with

                                      87
respect to, the registration of any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock.

   The restrictions described in this paragraph do not apply to:

  .  the sale of shares to the underwriters;

  .  the issuance by Triton of shares of common stock upon the exercise of an
     option or a warrant or the conversion of a security outstanding on the
     date of this prospectus of which the underwriters have been advised in
     writing; or

  .  transactions by any person other than Triton relating to shares of
     common stock or other securities acquired in open market transactions
     after the completion of the offering of the shares; or

  . the pledge by each stockholder to Triton of that stockholder's shares of
    common stock under the terms of the securities purchase agreement.

   In order to facilitate the offering of the common stock, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common stock. Specifically, the underwriters may over-allot in
connection with the offering, creating a short position in the common stock
for their own account. In addition, to cover over-allotments or to stabilize
the price of the common stock, the underwriters may bid for, and purchase,
shares of common stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an underwriter or a dealer for
distributing the common stock in the offering, if the syndicate repurchases
previously distributed common stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the common stock above
independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

   From time to time, some of the underwriters have provided, and may continue
to provide, investment banking services to us. Affiliates of First Union
Capital Markets Corp. and J.P. Morgan Securities Inc. act as agents and
lenders under our credit facility and an affiliate of Lehman Brothers Inc. is
a lender under that credit facility, and each receives fees customary for
performing those services. In addition, an affiliate of First Union provides
cash management and investment management services to Triton and receives fees
customary for performing those services, and First Union provided advisory
services to us in connection with our expected towers sale and will receive
customary fees upon closing of that sale.

   Affiliates of J.P. Morgan Securities Inc. and First Union Capital Markets
Corp. beneficially own more than 10% of Triton's preferred equity. Under the
provisions of Rule 2720 of the Conduct rules of the National Association of
Securities Dealers, when an NASD member distributes securities of a company in
which it owns more than 10% of the company's preferred equity, the public
offering price of the securities can be no higher than that recommended by the
"qualified independent underwriter" as that term is defined in Rule 2720. In
accordance with those requirements, Morgan Stanley & Co. Incorporated has
agreed to serve as a "qualified independent underwriter" and has conducted due
diligence and will recommend a maximum price for the shares of common stock.

   Triton and the underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

Pricing of the Offering

   Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiations
between Triton and the U.S. representatives. Among the factors to be
considered in determining the initial public offering price will be the future
prospects of Triton and its industry in general, sales, earnings and certain
other financial operating information of Triton in recent periods, and the
price-earnings ratios, price-sales ratios, market prices of securities and
certain financial and operating information of companies engaged in activities
similar to those of Triton. The estimated initial public offering price range
set forth on the cover page of this preliminary prospectus is subject to
change as a result of market conditions and other factors.

                                      88
LEGAL MATTERS

   Dow, Lohnes and Albertson, PLLC in Washington, D.C. will pass upon the
validity of the shares of common stock offered under this prospectus and
certain regulatory legal matters. Davis Polk & Wardwell in New York, New York
will pass upon the validity of the shares of common stock for the
underwriters.

                                    EXPERTS

   The combined financial statements of Triton PCS Holdings, Inc. as of
December 31, 1997 and 1998 and for the period from inception on March 6, 1997
to December 31, 1997 and the year ended December 31, 1998 have been included
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

   The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc. as of December 31, 1996 and 1997 and for the three years in the
period ended December 31, 1997 included in this registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect to those financial statements, and are
included in this registration statement in reliance upon the authority of said
firm as experts in accounting and auditing in giving that report.

                             CHANGE IN ACCOUNTANTS

   Effective July 16, 1999, we engaged PricewaterhouseCoopers LLP as our
independent accountants. Prior to July 16, 1999, KPMG LLP had been our
independent accountants. The decision to change independent accountants was
approved by our board of directors. There were no disagreements with KPMG
regarding any matters with respect to accounting principles or practices,
financial statement disclosure or audit scope or procedure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused KPMG to make reference to the subject matter of the
disagreement in connection with its report. The former accountants' reports
for the year ended December 31, 1998 and the period from inception on March 6,
1997 to December 31, 1997 are included in this prospectus. KPMG's report does
not contain an adverse opinion or disclaimer of opinion or qualifications or
modifications as to uncertainty, audit scope or accounting principles. Prior
to July 16, 1999, we had not consulted with PricewaterhouseCoopers on any
items, which involved our accounting principles or the form of an audit
opinion to be issued on our financial statements.

                             AVAILABLE INFORMATION

   We have filed a registration statement on Form S-1 with the SEC covering
the common stock. This prospectus is part of that registration statement. For
further information about Triton, you should refer to our registration
statement and the exhibits filed with our registration statement. This
prospectus summarizes material provisions of contracts and other documents
that we refer you to. Since this prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement.

   In addition, we will file annual, quarterly and special reports with the
SEC after the effectiveness of the registration statement. Triton's SEC
filings are available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, and Chicago.
Please call the SEC at 1-800-SEC-0330 for more information on the public
reference rooms and their copy charges.

                                      89
INDEX TO FINANCIAL STATEMENTS
Page
                                                                           ----
Triton PCS Holdings, Inc. Consolidated Interim Unaudited Financial
 Statements
  Consolidated Balance Sheets at December 31, 1998 and June 30, 1999 .....  F-2
  Consolidated Statements of Operations for the six months ended June 30,
   1998 and 1999..........................................................  F-3
  Consolidated Statements of Shareholders' Equity (Deficit) for the year
   ended December 31, 1998 and the six months ended June 30, 1999 ........  F-4
  Consolidated Statements of Cash Flows for the six months ended June 30,
   1998 and 1999..........................................................  F-5
  Notes to the Consolidated Financial Statements..........................  F-6

Triton PCS Holdings, Inc. Combined Audited Financial Statements
  Report of KPMG LLP......................................................  F-8
  Combined Balance Sheets as of December 31, 1997 and 1998................  F-9
  Combined Statements of Operations for the period March 6, 1997
   (inception) to December 31, 1997 and the year ended December 31, 1998.. F-10
  Combined Statements of Shareholders' Equity (Deficit) for the period
   March 6, 1997 (inception) to December 31, 1997 and the year ended
   December 31, 1998...................................................... F-11
  Combined Statements of Cash Flows for the period March 6, 1997
   (inception) to December 31, 1997 and the year ended December 31, 1998.. F-12
  Notes to Combined Financial Statements.................................. F-13

Vanguard Cellular Systems of South Carolina, Inc. Audited Financial
 Statements
  Report of Arthur Andersen LLP........................................... F-32
  Balance Sheets as of December 31, 1996 and 1997......................... F-33
  Statements of Operations for the years ended December 31, 1995, 1996 and
   1997................................................................... F-34
  Statements of Cash Flows for the years ended December 31, 1995, 1996 and
   1997................................................................... F-35
  Statements of Changes in Shareholder's Deficit for the years ended
   December 31, 1995, 1996 and 1997....................................... F-36
  Notes to Financial Statements........................................... F-37

Myrtle Beach System of Vanguard Cellular Systems of South Carolina, Inc.
  Balance Sheet at June 30, 1998 ......................................... F-42
  Statements of Operations for the six months ended June 30, 1997 and
   1998................................................................... F-43
  Statements of Cash Flows for the six months ended June 30, 1997 and
   1998................................................................... F-44
  Notes to Financial Statements........................................... F-45

Triton PCS Holdings, Inc. Pro Forma Information
  Financial Statements.................................................... F-50
  Condensed Combined Statement of Operations.............................. F-51
  Notes to Combined Financial Statements.................................. F-52
F-1
TRITON PCS HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                    ($000's)
Pro forma
                                            December 31,  June 30,    June 30,
                                                1998        1999        1999
                                            ------------ ----------- -----------
                                                         (unaudited) (unaudited)
ASSETS:
Current assets:
 Cash and cash equivalents................    $146,172    $  9,250    $  9,250
 Marketable securities....................      23,612      37,058      37,058
 Due from related party...................         951       1,021       1,021
 Accounts receivable net of allowance for
  doubtful accounts of $1,071and $468,
  respectively............................       3,102      24,949      24,949
 Inventory................................       1,433       7,564       7,564
 Prepaid expenses and other current
  assets..................................       4,288       6,001       6,001
 Deferred income tax......................          81          81          81
                                              --------    --------    --------
 Total current assets.....................     179,639      85,924      85,924
Property, plant, and equipment:
 Land.....................................         313         313         313
 Network infrastructure and equipment.....      34,147     198,045     198,045
 Office furniture and equipment...........      17,642      31,624      31,624
 Capital lease assets.....................       2,263       2,263       2,263
 Construction in progress.................     145,667      71,836      71,836
                                              --------    --------    --------
                                               200,032     304,081     304,081
 Less accumulated depreciation............      (1,079)    (10,375)    (10,375)
                                              --------    --------    --------
 Net property and equipment...............     198,953     293,706     293,706
Intangible assets, net....................     307,361     318,381     318,381
Deferred transaction costs................         906       1,124       1,124
Other long term assets....................         --        2,000       2,000
                                              --------    --------    --------
 Total assets.............................    $686,859    $701,135    $701,135
                                              ========    ========    ========
  LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
 Accounts payable.........................    $ 25,256    $ 35,486    $ 35,486
 Accrued payroll & related expenses.......       3,719       4,654       4,654
 Accrued expenses.........................       3,646       4,081       4,081
 Accrued interest.........................         545         779         779
 Capital lease obligation.................         281         278         278
                                              --------    --------    --------
 Total current liabilities................      33,447      45,278      45,278
Long-term debt............................     463,648     481,650     481,650
Capital lease obligations.................       2,041       1,924       1,924
Deferred income taxes.....................      11,744      11,744      11,744
Commitments and Contingencies
Series A Redeemable Preferred Stock
 1,000,000 shares authorized, $.01 par
 value, 732,371 and 786,253 shares issued
 and outstanding at December 31, 1998 and
 June 30, 1999, respectively, plus
 accreted dividends.......................      80,090      89,627      89,627
Shareholders' equity:
 Series B preferred stock, $.01 par value
  2,000,000 shares authorized, no shares
  issued or outstanding...................         --          --          --
 Series C preferred stock, $.01 par value,
  3,000,000 shares authorized, 1,915,187
  shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively (no shares issued proforma
  at June 30, 1999).......................          19          19         --
 Series D preferred stock, $.01 par value,
  1,000,000 shares authorized, 500,944 and
  543,683 shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively............................           5           5           5
 Common stock, $.01 par value, 10,000,000
  shares authorized, 268,459 and 273,208
  shares issued and outstanding at
  December 31, 1998 and June 30, 1999,
  respectively, (2,188,395 shares issued
  pro forma at June 30, 1999).............           3           3          22
 Additional paid-in capital...............     131,443     169,771     169,771
 Accumulated deficit......................     (35,581)    (99,366)    (99,366)
 Accumulated other comprehensive income...         --          735         735
 Deferred compensation....................         --         (255)       (255)
                                              --------    --------    --------
 Total shareholders' equity...............      95,889      70,912      70,912
                                              --------    --------    --------
  Total liabilities & shareholders'
   equity.................................    $686,859    $701,135    $701,135
                                              ========    ========    ========
See accompanying notes to consolidated financial statements.

                                      F-2
TRITON PCS HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       ($000's except per share amounts)
Six Months Ended
                                                              June 30,
                                                         --------------------
                                                           1998       1999
                                                         ---------  ---------
                                                             (unaudited)
Revenues:
  Service revenues...................................... $     --   $  17,662
  Roaming revenues......................................       --      12,953
  Equipment revenues....................................       --       7,627
                                                         ---------  ---------
    Total revenues......................................       --      38,242
Expenses:
  Cost of service.......................................       --      14,809
  Cost of equipment.....................................       --      12,816
  Operations............................................     1,444     11,023
  Selling and marketing.................................       --      20,562
  General and administrative............................     3,709     10,653
  Depreciation and amortization.........................     1,114     15,969
                                                         ---------  ---------
  Loss from operations..................................     6,267     47,590
Interest expense, net of capitalized interest...........     9,872     18,847
Interest income.........................................     2,739      2,474
Other income, net.......................................       --         178
                                                         ---------  ---------
Loss before taxes.......................................    13,400     63,785
Tax benefit.............................................     6,803        --
                                                         ---------  ---------
Net loss................................................     6,597     63,785
Accretion on preferred stock............................     2,977      4,149
                                                         ---------  ---------
Net loss available to common stockholders............... $   9,574  $  67,934
                                                         =========  =========
Basic and diluted net loss per common share............. $  (51.67) $ (252.51)
                                                         =========  =========
Weighted average common shares outstanding (basic and
 diluted)...............................................   185,283    269,037
                                                         =========  =========
Pro forma basic and diluted net loss per common share... $   (7.27) $  (31.10)
                                                         =========  =========
Pro forma weighted average common shares outstanding
 (basic and diluted).................................... 1,316,498  2,184,224
                                                         =========  =========
See accompanying notes to consolidated financial statements.

                                      F-3
TRITON PCS HOLDINGS, INC.

           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                    ($000s)

  For the Year ended December 31, 1998 and the six months ended June 30, 1999
Series A                                                     Accumulated
                   Redeemable Series C  Series D         Additional                 Other
                   Preferred  Preferred Preferred Common  Paid-In   Accumulated Comprehensive Comprehensive   Deferred
                     Stock      Stock     Stock   Stock   Capital     Deficit      Income         Loss      Compensation  Total
                   ---------- --------- --------- ------ ---------- ----------- ------------- ------------- ------------ -------
Balance at Decem-
 ber 31, 1997....   $   --      $--       $--      $ 2    $    --    $ (3,961)      $--                        $ --      $(3,959)
Issuance of stock
 in connection
 with private
 equity
 investment and
 AT&T
 transaction.....    73,237       14         4       1      74,305        --         --                          --       74,324
Issuance of stock
 in connection
 with Myrtle
 Beach transac-
 tion............       --         3       --      --       35,088        --         --                          --       35,091
Issuance of stock
 in connection
 with Norfolk
 transaction.....       --         2         1     --       28,903        --         --                          --       28,906
Redemption of Se-
 ries C Preferred
 Stock...........       --       --        --      --       (3,560)       --         --                          --       (3,560)
Re-issuance of
 Series C Pre-
 ferred Stock....       --       --        --      --        3,560        --         --                          --        3,560
Accreted divi-
 dends...........     6,853      --        --      --       (6,853)       --         --                          --       (6,853)
Net loss.........       --       --        --      --          --     (31,620)       --                          --      (31,620)
                    -------     ----      ----     ---    --------   --------       ----                       -----     -------
Balance at Decem-
 ber 31, 1998....    80,090       19         5       3     131,443    (35,581)       --                          --       95,889
                    -------     ----      ----     ---    --------   --------       ----                       -----     -------
Issuance of stock
 in connection
 with private
 equity
 investment and
 AT&T
 transaction.....       --       --        --      --       35,000        --         --                          --       35,000
Issuance of stock
 in connection
 with Norfolk
 transaction.....       --       --        --      --        2,169        --         --                          --        2,169
Issuance of stock
 in connection
 with
 Savannah/Athens
 transaction.....     5,388      --        --      --        5,044        --         --                          --        5,044
Deferred compen-
 sation..........       --       --        --      --          264        --         --                         (264)        --
Amortization of
 deferred compen-
 sation..........       --       --        --      --          --         --         --                            9           9
Accreted divi-
 dends...........     4,149      --        --      --       (4,149)       --         --                          --       (4,149)
Comprehensive
 loss............
 Unrealized gain
  on securities..       --       --        --      --          --         --         735        $    735         --          735
 Net loss........       --       --        --      --          --     (63,785)       --          (63,785)        --      (63,785)
                                                                                                --------
 Total comprehen-
  sive loss......                                                                               $(63,050)
                    -------     ----      ----     ---    --------   --------       ----        ========       -----     -------
Balance at June
 30, 1999........   $89,627     $ 19      $  5     $ 3    $169,771   $(99,366)      $735                       $(255)    $70,912
                    =======     ====      ====     ===    ========   ========       ====                       =====     =======
See accompanying notes to combined financial statements.

                                      F-4
TRITON PCS HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    ($000's)
Six Months Ended
                                                               June 30,
                                                          --------------------
                                                            1998       1999
                                                          ---------  ---------
                                                              (unaudited)
Cash flows from operating activities:
 Net loss................................................ $  (6,597) $ (63,785)
 Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation and amortization..........................     1,114     15,969
  Amortization of bond discount..........................       104        307
  Deferred income taxes..................................    (6,802)       --
  Accretion of interest..................................     5,876     17,694
  Amortization of deferred compensation..................       --           9
  Change in operating assets and liabilities:
   Accounts receivable...................................       --     (21,847)
   Inventory.............................................       --      (6,131)
   Prepaid expenses and other current assets.............      (296)    (1,713)
   Other noncurrent assets...............................       --      (2,196)
   Accounts payable......................................     2,400     10,230
   Accrued expenses......................................       --       1,654
   Accrued interest......................................     4,013        234
                                                          ---------  ---------
     Net cash used in operating activities...............      (188)   (49,575)
                                                          ---------  ---------
Cash flows from investing activities:
 Capital expenditures....................................    (9,754)  (111,397)
 Proceeds from maturity of short term investments........       --       9,793
 Purchase of marketable securities.......................       --     (22,504)
 Myrtle Beach acquisition, net of cash acquired..........  (162,475)       --
                                                          ---------  ---------
     Net cash used in investing activities...............  (172,229)  (124,108)
                                                          ---------  ---------
Cash flows from financing activities:
 Borrowings under credit facility........................    75,000        --
 Borrowings on subordinated debt.........................   291,000        --
 Proceeds from issuance of stock in connection with
  Private equity investment..............................    33,256     35,000
 Proceeds from issuance of stock in connection with
  Myrtle Beach transaction...............................    35,091        --
 Proceeds from issuance of stock in connection with
  Norfolk transaction....................................       --       2,169
 Redemption of Series C Preferred Stock..................    (3,560)       --
 Re-issuance of Series C Preferred Stock.................     3,560        --
 Payment of deferred transaction costs...................   (11,822)      (218)
 Advances to related party, net..........................        38        (70)
 Principal payments under capital lease obligations......       --        (120)
                                                          ---------  ---------
     Net cash provided by financing activities...........   422,563     36,761
                                                          ---------  ---------
Net increase (decrease) in cash..........................   250,146   (136,922)
Cash and cash equivalents, beginning of period...........    11,362    146,172
                                                          ---------  ---------
Cash and cash equivalents, end of period................. $ 261,508  $   9,250
                                                          =========  =========
See accompanying notes to consolidated financial statements.

                                      F-5
TRITON PCS HOLDINGS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 June 30, 1999

(1) Basis of Presentation

   The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these consolidated
financial statements contain all of the adjustments, consisting of normal
recurring adjustments, necessary to present fairly, in summarized from, the
financial position and the results of operations of Triton PCS Holdings, Inc.
("Triton" or "the Company"). The results of operations for the six months
ended June 30, 1999 are not indicative of the results that may be expected for
the year ending December 31, 1999. The financial information presented herein
should be read in conjunction with the combined financial statements for the
year ended December 31, 1998 which include information and disclosures not
included herein.

   The consolidated accounts of the Company include Triton PCS Holdings Inc.
Triton PCS, Inc. and wholly-owned subsidiaries. All significant intercompany
accounts or balances have been eliminated in consolidation.

(2) New Accounting Pronouncements

   On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of FAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company is currently evaluating the financial impact of
adoption of SFAS No. 133. The adoption is not expected to have a material
effect on the Company's consolidated results of operations, financial
position, or cash flows.

(3) Savannah/Athens Exchange

   One June 8, 1999, Triton PCS, Inc. completed an exchange of certain
licenses with AT&T, transferring licenses to the Hagerstown, MD and
Cumberland, MD Basic Trading Areas ("BTAs") covering 512,000 potential
customers in exchange for licenses to certain counties in the Savannah, GA and
Athens, GA BTAs, which covers 517,000 potential customers. All acquired
licenses are continguous to Triton's existing service area. In addition,
consideration of approximately $10.4 million in preferred stock of the
Company, was issued to AT&T. The licensed areas in Savannah and Athens have
not been built and are expected to be included in the current build-out plan
developed for the Triton's existing footprint.

(4) Capital Contributions

   On February 4, 1998, pursuant to the Securities Purchase Agreement,
Holdings issued $140.0 million of equity to certain institutional investors
and management stockholders in exchange for irrevocable capital commitments
and contributions aggregating $140.0 million, $80.0 million of which has been
contributed to date. The balance of the unfunded commitments are to be
contributed as follows: $35.0 million on February 4, 2000 and $25.0 million on
February 4, 2001.

   The securities purchase agreement provided that the initial cash
contributions and the unfunded commitments be made to Holdings. Holdings has
directed that all cash contributions subsequent to the initial cash
contributions be made directly to the Company.

(5) Stock Compensation

   In October 1997 and February 1998, the Company granted 196,237 shares of
restricted common stock to certain employees and a trust intended for future
grants. The shares are subject to vesting provisions. At the

                                      F-6
TRITON PCS HOLDINGS, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                 June 30, 1999

issuance date, the estimated value of the shares issued was immaterial and,
accordingly, no deferred compensation was recognized. As of June 30, 1999,
76,971 additional shares were issued as anti-dilutive protection related to
subsequent capital contributions received by the Company. Deferred
compensation of $31,000 was recorded based on the estimated value of the
shares at the respective issuance dates.

   On June 30, 1999, the Company granted, through the trust, 25,788 shares of
restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of $233,000 was recorded
based on the estimated fair value at the issuance date.

(6) Unaudited Pro Forma Balance Sheet

   The board of directors has authorized the Company to file a Registration
Statement with the Securities and Exchange Commission permitting the Company
to sell shares of Common Stock in an initial public offering ("IPO"). If the
IPO is consummated as presently anticipated, all shares of Series C Preferred
Stock will automatically convert into an equal number of common shares. The
unaudited pro forma balance sheet reflects the subsequent conversion of the
Series C Preferred Stock as if such conversion had occurred as of June 30,
1999.

(7) Subsequent Event

   On July 13, 1999, Triton PCS Inc. entered into an asset purchase agreement
pursuant to which Triton will sell and transfer to American Towers Inc., a
subsidiary of American Tower Corporation ("ATC"), 192 of its towers, related
assets and certain liabilities. The purchase price is approximately $72.8
million, reflecting a price of $380,000 per site. At closing, Triton has
agreed to contract with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and to extend its
current agreement for turnkey services for co-location sites through 2001. An
affiliate of an investor has acted as the Company's financial advisor in
connection with the sale of the Company's personal communications towers.

   The Company will also enter into a master lease agreement with ATC, in
which the Company has agreed to pay American monthly rent of $1,200 per tower
for the continued use of the space that the Company occupied on the towers
prior to the sale. The initial term of the lease is for 12 years and the
monthly rental amount is subject to certain escalation clauses over the life
of the lease and related options.

   The closing of the sale is conditioned on the receipt of regulatory
approval and approval from our lenders.

   In July 1999, Triton entered into a commitment letter with affiliates of
certain investors pursuant to which the available borrowings under the
Company's credit facility increased from $425.0 million to $550.0 million.

   In August 1999, the Company entered into stock purchase agreements with
certain directors and an officer under which the Company agreed to sell to
these individuals an aggregate of 3,400 shares of the Company's Series C
Preferred Stock for a purchase price of $100 per share.

                                      F-7
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Triton PCS Holdings, Inc.:

   We have audited the accompanying combined balance sheets of Triton PCS
Holdings, Inc. and predecessor company, as defined in note 1 to the financial
statements, as of December 31, 1998 and 1997, and the related combined
statements of operations, shareholders' equity (deficit) and cash flows for
the year ended December 31, 1998 and the period from March 6, 1997 (inception)
to December 31, 1997. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these combined financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Triton PCS
Holdings, Inc. and predecessor company as of December 31, 1998 and 1997, and
the results of their operations and their cash flows for the year ended
December 31, 1998 and the period from March 6, 1997 (inception) to December
31, 1997, in conformity with generally accepted accounting principles.

/s/ KPMG LLP

Philadelphia, Pennsylvania
March 8, 1999

                                      F-8
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                            COMBINED BALANCE SHEETS
                           ($000's except share data)
December 31,
                                                            -----------------
                                                             1997      1998
                                                            -------  --------
ASSETS:
Current assets:
  Cash and cash equivalents................................ $11,362  $146,172
  Marketable securities....................................     --     23,612
  Due from related party...................................     148       951
  Accounts receivable, net of allowance for doubtful
   accounts of $1,071 in 1998..............................     --      3,102
  Inventory................................................     --      1,433
  Prepaid expenses and other current assets................      21     4,288
  Deferred income taxes....................................     --         81
                                                            -------  --------
    Total current assets...................................  11,531   179,639
Property, plant, and equipment, net:.......................     473   198,953
Intangible assets, net.....................................   1,249   308,267
                                                            -------  --------
    Total assets........................................... $13,253  $686,859
                                                            =======  ========

    LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT) AND MEMBERS CAPITAL:
Current liabilities:
  Accounts payable......................................... $ 1,581  $ 25,256
  Accrued payroll and related expenses.....................     970     3,719
  Accrued expenses.........................................      44     3,646
  Accrued interest.........................................   1,228       545
  Capital lease obligations................................     --        281
  Due to related party.....................................      45       --
  Notes payable............................................  13,344       --
                                                            -------  --------
    Total current liabilities..............................  17,212    33,447
                                                            -------  --------
Long-term debt.............................................     --    463,648
Capital lease obligations..................................     --      2,041
Deferred income taxes......................................     --     11,744
Commitments and contingencies (note 14)....................
Series A Redeemable Preferred Stock 1,000,000 shares
 authorized, $.01 par value, no shares issued at December
 31, 1997; 732,371 shares issued and outstanding at
 December 31, 1998, plus accreted dividends................     --     80,090
Shareholders' equity (deficit):
  Series B preferred stock, $.01 par value 2,000,000 shares
   authorized, no shares issued or outstanding.............     --        --
  Series C preferred stock, $.01 par value, 2,000,000
   shares authorized, no shares issued or outstanding at
   December 31, 1997; 3,000,000 shares authorized,
   1,915,187 shares issued and outstanding at December 31,
   1998....................................................     --         19
  Series D preferred stock, $.01 par value, 500,000 shares
   authorized, no shares issued or outstanding at December
   31, 1997; 1,000,000 shares authorized, 500,944 shares
   issued and outstanding at December 31, 1998.............     --          5
  Common stock, $.01 par value, 10,000,000 shares
   authorized, 137,366 and 268,459 shares issued and
   outstanding at December 31, 1997 and 1998,
   respectively............................................       2         3
  Additional paid-in capital...............................     --    131,443
  Accumulated deficit......................................  (3,961)  (35,581)
                                                            -------  --------
    Total shareholder's equity (deficit) and members
     capital...............................................  (3,959)   95,889
                                                            -------  --------
    Total liabilities and shareholder's equity (deficit)... $13,253  $686,859
                                                            =======  ========
See accompanying notes to combined financial statements.

                                      F-9
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                       COMBINED STATEMENTS OF OPERATIONS
                  ($000's except share and per share amounts)
Period from
                                                    March 6, 1997    For the
                                                     (Inception)    Year Ended
                                                   to December 31, December 31,
                                                        1997           1998
                                                   --------------- ------------
Revenues:
  Service revenues...............................      $   --       $  15,823
  Equipment revenues.............................          --             755
                                                       -------      ---------
    Total revenues...............................          --          16,578
Expenses:
  Cost of service revenues.......................          --           4,298
  Cost of equipment revenues.....................          --           1,699
  Operations.....................................          --          13,045
  Sales and marketing............................          --           1,703
  General and administrative.....................        2,736          8,570
  Depreciation and amortization..................            5          6,663
                                                       -------      ---------
    Total operating expenses.....................        2,741         35,978
    Loss from operations.........................        2,741         19,400
Interest expense.................................        1,228         30,391
Interest and other (income)......................           (8)       (10,635)
                                                       -------      ---------
Loss before income taxes.........................        3,961         39,156
Income taxes (benefit)...........................          --          (7,536)
                                                       -------      ---------
Net loss.........................................        3,961         31,620
Accretion of preferred stock.....................          --           6,853
                                                       -------      ---------
Net loss available to common shareholders........      $ 3,961      $  38,473
                                                       =======      =========
Net loss per common share (Basic and Diluted)....      $(28.84)     $ (182.77)
                                                       =======      =========
Weighted average common shares outstanding (Basic
 and Diluted)....................................      137,366        210,501
                                                       =======      =========
Pro forma net loss per common share (Unaudited)..                   $  (23.26)
                                                                    =========
Pro forma weighted average common shares
 outstanding (Unaudited).........................                   1,654,104
                                                                    =========
See accompanying notes to combined financial statements.

                                      F-10
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

             COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                    ($000s)

     For the Year ended December 31, 1998 and the period from March 6, 1997
                        (inception) to December 31, 1997
Series A
                                                     Redeemable Series C  Series D         Additional
                                                     Preferred  Preferred Preferred Common  Paid-in   Accumulated
                                                       Stock      Stock     Stock   Stock   Capital     Deficit    Total
                                                     ---------- --------- --------- ------ ---------- ----------- -------
Issuance of common stock............................  $   --      $--       $--      $ 2    $    --    $    --    $     2
Net loss............................................      --       --        --      --          --      (3,961)   (3,961)
                                                      -------     ----      ----     ---    --------   --------   -------
Balance at December 31, 1997........................      --       --        --        2         --      (3,961)   (3,959)
                                                      -------     ----      ----     ---    --------   --------   -------
Issuance of stock in connection with private equity
 investment and AT&T transaction (notes 3 and 15)...   73,237       14         4       1      74,305        --     74,324
Issuance of stock in connection with Myrtle Beach
 transaction (note 4)...............................      --         3       --      --       35,088        --     35,091
Issuance of stock in connection with Norfolk
 transaction (note 4)...............................      --         2         1     --       28,903        --     28,906
Redemption of Series C Preferred Stock..............      --       --        --      --       (3,560)       --     (3,560)
Re-issuance of Series C Preferred Stock.............      --       --        --      --        3,560        --      3,560
Accreted dividends..................................    6,853      --        --      --       (6,853)       --     (6,853)
Net loss............................................      --       --        --      --          --     (31,620)  (31,620)
                                                      -------     ----      ----     ---    --------   --------   -------
Balance at December 31, 1998........................  $80,090     $ 19      $  5     $ 3    $131,443   $(35,581)  $95,889
--------------------------------------------------
                                                      =======     ====      ====     ===    ========   ========   =======
See accompanying notes to combined financial statements.

                                      F-11
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                       COMBINED STATEMENTS OF CASH FLOWS
                                    ($000's)
Period from
                                                    March 6, 1997    For the
                                                     (Inception)    Year Ended
                                                   to December 31, December 31,
                                                        1997           1998
                                                   --------------- ------------
Cash Flows From Operating Activities:
Net loss..........................................     $(3,961)     $ (31,620)
 Adjustments to reconcile net loss to cash used in
  operating activities:
  Depreciation and amortization...................           5          6,663
  Deferred income taxes...........................         --          (7,536)
  Accretion of interest on subordinated debt......         --          22,648
  Change in operating assets and liabilities, net
   of effects of acquisitions:
   Accounts receivable............................         --              37
   Inventory......................................         --          (1,046)
   Prepaid expenses and other current assets......         (21)          (468)
   Accounts payable...............................         658          2,647
   Accrued payroll and related expenses...........         970          2,749
   Accrued expenses...............................          44          3,456
   Accrued interest...............................       1,228         (1,660)
                                                       -------      ---------
    Net cash used in operating activities.........      (1,077)        (4,130)
                                                       -------      ---------
Cash Flows From Investing Activities:
 Capital expenditures.............................        (478)       (87,715)
 Myrtle Beach acquisition, net of cash acquired...         --        (164,488)
 Norfolk acquisition..............................         --         (96,557)
 Purchase of marketable securities................         --         (23,612)
                                                       -------      ---------
    Net cash used in investing activities.........        (478)      (372,372)
                                                       -------      ---------
Cash Flows From Financing Activities:
 Borrowings under credit facility.................         --         150,000
 Borrowings on notes payable......................      13,344            --
 Proceeds from issuance of subordinated debt, net
  of discount.....................................         --         291,000
 Proceeds from issuance of stock in connection
  with private equity investment..................         --          33,256
 Proceeds from issuance of stock in connection
  with Myrtle Beach transaction...................         --          35,091
 Proceeds from issuance of stock in connection
  with Norfolk transaction........................         --          14,349
 Redemption of Series C Preferred Stock...........         --          (3,560)
 Re-issuance of Series C Preferred Stock..........         --           3,560
 Payment of deferred transaction costs............        (324)       (11,329)
 Advances to related party, net...................        (103)          (848)
 Principal payments under capital lease
  obligations.....................................         --            (207)
                                                       -------      ---------
    Net cash provided by financing activities.....      12,917        511,312
                                                       -------      ---------
Net Increase In Cash and Cash Equivalents.........      11,362        134,810
Cash And Cash Equivalents, Beginning of Period....         --          11,362
                                                       -------      ---------
Cash And Cash Equivalents, End of Period..........     $11,362      $ 146,172
                                                       =======      =========
See accompanying notes to combined financial statements.

                                      F-12
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

                    NOTES TO COMBINED FINANCIAL STATEMENTS

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

(1) Organization and Nature of Business

   On March 6, 1997, Triton Communications L.L.C. ("L.L.C.") was formed to
explore various business opportunities in the wireless telecommunications
industry, principally related to personal communications services (PCS) and
cellular activities. During the period March 6, 1997 through October 1, 1997,
L.L.C.'S activities consisted principally of hiring a management team, raising
capital and negotiating strategic business relationships, primarily related to
PCS business opportunities. On October 1, 1997, Triton PCS Holdings, Inc.
("Holdings") was organized to pursue PCS-related activities. Holdings
subsequently formed a wholly owned subsidiary, Triton PCS, Inc. ("Triton")
which directly or indirectly owns several related wholly owned subsidiaries.
Subsequent to October 2, 1997, these PCS-related activities continued but were
conducted primarily through Triton and its subsidiaries. Consequently, for
purposes of the accompanying financial statements, L.L.C. has been treated as
a "predecessor" entity. As a result of certain financing relationships and the
similar nature of the business activities conducted by each respective legal
entity, L.L.C., Triton and Holdings are considered companies under common
control and were combined for financial reporting purposes for periods prior
to October 2, 1997.

   The combined financial statements incorporate the PCS-related business
activities of L.L.C. and the activities of Triton and Holdings. The
consolidated accounts of Holdings include Triton; Triton PCS Holdings Company
L.L.C.; Triton Management Company, Inc.; Triton PCS Property Company L.L.C.;
Triton PCS Equipment Company L.L.C.; Triton PCS Operating Company L.L.C.; and
Triton PCS License Company L.L.C. (collectively The "Company"). All
significant intercompany accounts or balances have been eliminated in
consolidation.

(2) Summary Of Significant Accounting Policies

   (a) Use Of Estimates

   The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

   (b) Cash And Cash Equivalents

   Cash and cash equivalents includes cash on hand, demand deposits and short
term investments with maturities of three months or less.

   (c) Marketable Securities

   Marketable securities at December 31, 1998, consist of debt securities with
maturities between three and ten months. The Company has adopted the
provisions of Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities in fiscal
1998. Under Statement No. 115, the Company classifies all of its debt
securities as available for sale and records them at fair value with
unrealized holding gains and losses to be included as a separate component of
other comprehensive income until realized. Realized gains and losses from the
sale of available for sale securities are determined on the specific
identification basis.

                                     F-13
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   (d) Inventory

   Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.

   (e) Property, Plant and Equipment

   Property, Plant and Equipment is stated at original cost and includes
primarily computer equipment, software, and office equipment. Depreciation is
calculated based on the straight-line method over the estimated useful lives
of the respective assets. In addition, the Company capitalizes interest on
expenditures related to the buildout of the network. Expenditures for repairs
and maintenance are charged to expense as incurred.

   (f) Construction In Progress

   Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated
with developing information systems. The Company capitalizes interest on
certain of its construction in progress activities. Interest capitalized for
the year ended December 31, 1998 totaled $3.5 million. When the assets are
placed in service, the Company transfers the assets to the appropriate
property and equipment category and depreciates these assets over their
respective estimated useful lives.

   (g) Investment in PCS Licenses

   Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition (See Notes 3 and 4). Licenses are amortized on a
straight-line basis over 40 years.

   (h) Deferred Transaction Costs

   Costs incurred in connection with the negotiation and documentation of the
AT&T transaction (see Note 3), were deferred and included in the aggregate
purchase price allocated to the net assets acquired upon completion of the
transaction.

   Costs incurred in connection with the negotiation and documentation of the
bank financing and the Company's issuance of senior subordinated discount
notes were deferred and amortized over the terms of the bank financing and
notes using the effective interest rate method.

   (i) Long-Lived Assets

   In accordance with SFAS No. 121, Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of, the Company
periodically evaluates the carrying value of long-term assets when events and
circumstances warrant such review. The carrying value of a long lived asset is
considered impaired when the anticipated undiscounted cash flows from such
assets are separately identifiable and are less than the carrying value. In
that event a loss is recognized based on the amount by which the carrying
value exceeds the fair market value of the long lived asset. Fair market value
is determined by using the anticipated cash flows discounted at a rate
commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset. The Company has identified no such impairment losses.

                                     F-14
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   (j) Revenue Recognition

   Revenues from operations consist of charges to customers for monthly
access, airtime, roaming charges, long-distance charges, and equipment sales.
Revenues are recognized as services are rendered. Unbilled revenues result
from service provided from the billing cycle date to the end of the month and
from other carrier's customers using the Company's systems for the last half
of each month. Equipment sales are recognized upon delivery to the customer
and reflect charges to customers for wireless handset equipment purchases.

   (k) Income Taxes

   The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. Under the asset and liability method of SFAS No.
109, deferred income tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

   (l) Financial Instruments

   The Company utilized derivative financial instruments to reduce its
exposure resulting from fluctuations in interest rates. Amounts to be paid or
received under interest rate swap agreements are accrued as interest rates
change and are recognized over the life of the swap agreements as an
adjustment to interest expense.

   (m) Advertising Costs

   The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $0 in 1997 and $643,000 in 1998.

   (n) Comprehensive Income (Loss)

   The Company adopted SFAS No. 130, Reporting Comprehensive Income
(SFAS 130), effective January 1, 1998. SFAS 130 establishes standards for
reporting and display of comprehensive income and its components in a full set
of general-purpose financial statements. Comprehensive income is the change in
equity of a business enterprise during a period from certain transactions and
the events and circumstances from non-owner sources. For the periods presented
in the accompanying combined statements of operations, comprehensive loss
equals the amounts of net loss reported on the accompanying combined
statements of operations.

   (o) New Accounting Pronouncements

   In April 1998, the Accounting Standards Executive Committee (AcSEC) of the
AICPA issued Statement of Position (SOP) 98-5, Reporting on the Costs of
Start-up Activities ("SOP 98-5"). This statement requires that the costs of
start-up activities, including organization costs, be expensed as incurred and
is effective for fiscal years beginning after December 31, 1998. The Company
has always expensed these costs as incurred and therefore the initial
application of the statement did not have any effect on the Company's combined
financial statements.

   In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities SFAS which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments imbedded in other contracts and for hedging activities. SFAS 133
is effective for

                                     F-15
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

fiscal years beginning after June 15, 2000. While the impact of SFAS No. 133
has not been fully assessed, the Company does not expect it will have a
material effect on the financial statements.

   (p) Historical Net Loss Per Share

   The Company computes net loss per common share in accordance with SFAS No.
128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss
per common share is computed by dividing the net loss available to common
shareholders for the period by the weighted average number of shares of common
stock outstanding during the period. In accordance with SFAS No. 128, no
conversion of preferred shares has been assumed in the calculation of diluted
loss per share since the effect would be antidilutive. Accordingly, the number
of weighted average shares outstanding as well as the amount of net loss per
share are the same for basic and diluted per share calculations for all
periods reflected in the accompanying financial statements. As of December 31,
1998, the calculation of historical loss per share excludes the antidilutive
impact of 1,915,817 shares of Series C Preferred Stock and 500,944 shares of
Series D Preferred Stock.

   (q) Pro Forma Net Loss Per Common Share (unaudited)

   Pro forma net loss per common share for the year ended December 31, 1998 is
computed using the weighted average number of shares of common stock
outstanding during the period and gives effect to the conversion of the Series
C Preferred Stock into common stock upon effectiveness of an Initial Public
Offering as if such conversion occurred on January 1, 1998 or at the date of
original issuance, if later.

(3) AT&T Transaction

   On October 8, 1997, the Company entered into a Securities Purchase
Agreement with AT&T Wireless PCS, Inc. ("AT&T"), a subsidiary of AT&T Corp.,
and the stockholders of the Company, whereby Triton was to become the
exclusive provider of wireless mobility services in the AT&T Southeast
regions.

   On February 4, 1998, the Company executed the Closing Agreement with AT&T
and the other stockholders of the Company, finalizing the transactions
contemplated in the Securities Purchase Agreement. In accordance with the
Closing Agreement, the Company and AT&T and the other stockholders of the
Company consented that one or more of the Company's subsidiaries shall enter
into certain agreements or conduct certain operations on the condition that
such subsidiaries shall, at all times, be direct or indirect wholly owned
subsidiaries of the Company and the Company shall cause such subsidiaries to
perform the obligations and conduct such operations required to be performed
or conducted under those agreements.

   Under the Closing Agreement, the Company issued 732,371 shares of Series A
convertible preferred stock and 366,131 shares of Series D convertible
preferred stock to AT&T in exchange for 20 MHz A and B block PCS licenses
covering certain areas in the southeastern United States and the execution of
certain related agreements, as further described below. The fair value of the
FCC licenses, as determined by an independent appraisal, was $92.8 million
with an estimated useful life of 40 years. This amount is substantially in
excess of the tax basis of such licenses, and accordingly, the Company
recorded a deferred tax liability, upon the closing of the transaction.

   In connection with the closing of the AT&T transaction, the Company
executed or was a party to certain agreements, including the following:

                                     F-16
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   (a) Stockholders' Agreement

   Resale Agreement

   Pursuant to the Stockholders' Agreement, the Company is required to enter
into a Resale Agreement at the request of AT&T. Under this agreement, AT&T
will be granted the right to purchase and resell on a nonexclusive basis
access to and usage of the Company's services in the Company's Licensed Area.
The Company will retain the continuing right to market and sell its services
to customers and potential customers in competition with AT&T.

   The Resale Agreement will have a term of ten years and will renew
automatically for successive one-year periods unless, after the eleventh
anniversary thereof, either party elects to terminate the Resale Agreement.
Furthermore, AT&T may terminate the Resale Agreement at any time for any
reason on 180-days written notice.

   The Company has agreed that the rates, terms, and conditions of service,
taken as a whole, provided by the Company to AT&T pursuant to the Resale
Agreement, shall be at least as favorable as (or if permitted by applicable
law, superior to) the rates, terms, and conditions of service, taken as a
whole, provided by the Company to any other customer. Without limiting the
foregoing, the rate plans offered by the Company pursuant to the Resale
Agreement shall be designed to result in a discounted average actual rate per
minute paid by AT&T for service below the weighted average actual rate per
minute billed by the Company to its subscribers generally for access and air
time.

   Neither party may assign or transfer the Resale Agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except (a) to an affiliate of that party at the
time of execution of the Resale Agreement, (b) by the Company to any of its
operating subsidiaries, and (c) to the transferee of a party's stock or
substantially all of its assets, provided that all FCC and other necessary
approvals have been received.

   The Company expects to enter into the Resale Agreement upon commencement of
its operations or shortly thereafter.

   Exclusivity

   Under the Stockholders' Agreement, none of the Stockholders will provide or
resell, or act as the agent for any person offering, within the Territory
wireless mobility telecommunications services initiated or terminated using
Time Division Multiple Access and frequencies licensed by the FCC (Company
Communications Services), except AT&T and its affiliates may (i) resell or act
as agent for the Company in connection with the provision of Company
Communications Services, (ii) provide or resell wireless telecommunications
services to or from certain specific locations, and (iii) resell Company
Communications Services for another person in any area where the Company has
not placed a system into commercial service, provided that AT&T has provided
the Company with prior written notice of AT&T's intention to do so and only
dual band/dual mode phones are used in connection with such resale activities.
Additionally, with respect to the markets listed in the Roaming Agreement,
each of the Company and AT&T agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of
customer equipment so that the other party in its capacity as the serving
carrier is the preferred provider in such markets, and refrain from inducing
any of its customers to change such programming.

   Build-out

   The Company is required to conform to certain requirements regarding the
construction of the Company's PCS system. In the event that the Company
breaches these requirements, AT&T may terminate its exclusivity provisions.

                                     F-17
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   Disqualifying Transactions

   In the event of a merger, asset sale, or consolidation, as defined,
involving AT&T and another person that derives annual revenues in excess of
$5.0 billion, derives less than one third of its aggregate revenues from
wireless telecommunications, and owns FCC licenses to offer wireless mobility
telecommunication services to more than 25% of the population within the
Company's territory, AT&T and the Company have certain rights. AT&T may
terminate its exclusivity in the territory in which the other party overlaps
that of the Company. In the event that AT&T proposes to sell, transfer, or
assign to a non-affiliate its PCS system owned and operated in Charlotte, NC;
Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs, then AT&T will provide
the Company with the opportunity for a 180 day period to have AT&T jointly
market the Company's licenses that are included in the MTA that AT&T is
requesting to sell.

   The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

   (b) License Agreement

   Pursuant to a Network Membership License Agreement, dated February 4, 1998
(the License Agreement), between AT&T and the Company, AT&T granted to the
Company a royalty-free, nontransferable, nonsublicensable, limited right, and
license to use certain Licensed Marks solely in connection with certain
licensed activities. The Licensed Marks include the logo containing the AT&T
and globe design and the expression "Member, AT&T Wireless Services Network."
The "Licensed Activities" include (i) the provision to end-users and
resellers, solely within the Territory, of Company Communications Services on
frequencies licensed to the Company for Commercial Mobile Radio Services
(CMRS) provided in accordance with the AT&T Agreement (collectively, the
Licensed Services) and (ii) marketing and offering the Licensed Services
within the Territory. The License Agreement also grants to the Company the
right and license to use Licensed Marks on certain permitted mobile phones.

   The License Agreement contains numerous restrictions with respect to the
use and modification of any of the Licensed Marks. Furthermore, the Company is
obligated to use commercially reasonable efforts to cause all Licensed
Services marketed and provided using the Licensed Marks to be of comparable
quality to the Licensed Services marketed and provided by AT&T and its
affiliates in areas that are comparable to the Territory taking into account,
among other things, the relative stage of development of the areas. The
License Agreement also sets forth specific testing procedures to determine
compliance with these standards, and affords the Company with a grace period
to cure any instances of alleged noncompliance therewith.

   The Company may not assign or sublicense any if its rights under the
License Agreement; provided, however, that the License Agreement may be
assigned to the Company's lenders under the Credit Facility (note 9) and after
the expiration of any applicable grace and cure periods under the Credit
Facility, such lenders may enforce the Company's rights under the License
Agreement and assign the License Agreement to any person with AT&T's consent.

   The term of the License Agreement is for five years (the "Initial Term")
and renews for an additional five-year period if neither party terminates the
Agreement. The License Agreement may be terminated by AT&T at any time in the
event of a significant breach by the Company, including the Company's misuse
of any Licensed Marks, the Company licensing or assigning any of the rights in
the License Agreement, the Company's failure to maintain AT&T's quality
standards, or a change in control of the Company occurs.

   After the Initial Term, AT&T may also terminate the License Agreement upon
the occurrence of certain transactions described in the Stockholders'
Agreement.

                                     F-18
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million, as determined by an independent appraisal,
with an estimated useful life of 10 years. Amortization commenced upon the
effective date of the agreement.

   (c) Roaming Agreement

   Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended the "Roaming Agreement"), between AT&T and the Company,
each of AT&T and the Company agrees to provide (each in its capacity as
serving provider, the "Serving Provider") wireless mobility radiotelephone
service for registered customers of the other party's (the "Home Carrier")
customers while such customers are out of the Home Carrier's geographic area
and in the geographic area where the Serving Carrier (itself or through
affiliates) holds a license or permit to construct and operate a wireless
mobility radio/telephone system and station. Each Home Carrier whose customers
receive service from a Serving Carrier shall pay to such Serving Carrier 100%
of the Serving Carrier's charges for wireless service and 100% of pass-through
charges (i.e., toll or other charges). Except with respect to the Norfolk BTA,
each Service Carrier's service charges per minute or partial minute for the
first 3 years will be fixed at a declining rate, and thereafter will be equal
to an adjusted average home rate or such lower rate as the parties negotiate
from time to time; provided, however, that with respect to the Norfolk BTA,
the service rate is equal to the lesser of (a) $0.25 per minute and (b) the
applicable home rate of AT&T, or such other rate as agreed to by the parties.
Each Service Carrier's toll charges per minute of use for the first 3 years
will be fixed at a declining rate and thereafter, such other rates as the
parties negotiate from time to time.

   The Roaming Agreement has a term of 20 years, unless earlier terminated by
a party due to the other party's uncured breach of any term of the Roaming
Agreement, the other party's license or permit to provide CMRS.

   Neither party may assign or transfer the Roaming Agreement or any of its
rights thereunder except to an assignee of all or part of its license or
permit to provide CMRS, provided that such assignee expressly assumes all or
the applicable part of the obligations of such party under the Roaming
Agreement.

   The fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.

(4) Acquisitions

   (a) Myrtle Beach Acquisition

   On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural
Service Area (the SC-5) for a purchase price of approximately $164.5 million
from Vanguard Cellular Systems. The Company has integrated the Myrtle Beach
System into its planned PCS Network. As a result of the acquisition, the
Company is no longer considered a development stage enterprise under SFAS No.
7. The acquisition has been accounted for using the purchase method and,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The purchase price was allocated to FCC licenses of approximately $116
million; subscriber lists of approximately $20 million; fixed assets of
approximately $24.7 million and other net assets of $3.8 million.

   Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place
on January 1, 1997. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based on the fair market value of the property, plant and
equipment acquired, and the amortization of intangibles arising from the
transaction.

                                     F-19
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997
1997      1998
                                                            --------  --------
                                                                Unaudited
Net revenues.......................................... $ 23,608  $ 31,116
     Net loss.............................................. $ 47,336  $ 43,434
     Net loss per common share............................. $(268.56) $(189.19)
     Weighted average shares outstanding...................  176,256   229,573
(b) Norfolk Acquisition

   On December 31, 1998, the Company acquired from AT&T (the Norfolk
Acquisition) (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk,
Virginia BTA and (ii) certain assets of AT&T used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million, including $14.6 million of Series D Preferred Stock of the Company.
The excess of the aggregate purchase price over the fair market value of
tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the
network relating to the Norfolk Acquisition, including the installation of a
switch, has been substantially completed. The Company has commenced PCS
service in the Norfolk BTA in the first quarter 1999. The purchase price
allocation is preliminary at December 31, 1998 and is expected to be finalized
in 1999.

(5) Property, Plant and Equipment
December 31,
                                                   --------------  Depreciable
                                                   1997    1998       Lives
                                                   ----  --------  -----------
                                                     ($000's)
Land........................................... $--   $    313
   Network infrastructure and equipment...........  --     34,147  10-12 years
   Office furniture and equipment.................  121    17,642    3-5 years
   Capital leases.................................  --      2,263
   Construction in progress.......................  357   145,667
                                                   ----  --------
     Property, plant and equipment................  478   200,032
   Less: accumulated depreciation and
    amortization..................................   (5)   (1,079)
                                                   ----  --------
   Property, plant, and equipment, net............ $473  $198,953
                                                   ====  ========
The depreciable life of capital lease assets is based upon the life of the
underlying asset or the life of the lease, whichever is shorter.

(6) Intangible Assets
December 31,
                                                   ---------------  Amortizable
                                                    1997    1998       Lives
                                                   ------ --------  ------------
                                                      ($000's)
AT&T license................................... $  --  $ 95,248      40 years
   AT&T agreements................................    --    26,026   10-20 years
   Myrtle Beach license...........................    --   116,252      40 years
   Norfolk license................................    --    46,299      40 years
   Subscriber lists...............................    --    20,000       5 years
   Bank financing.................................  1,249   10,994  8.5-10 years
                                                   ------ --------
     Other assets.................................  1,249  314,819
   Less: accumulated amortization.................    --    (6,552)
                                                   ------ --------
   Other assets, net                               $1,249 $308,267
                                                   ====== ========
F-20
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   Amortization charged to operations for the year ended December 31, 1998
totaled $5,589.

(7) Short-Term Debt

   (a) Convertible Notes

   At various dates in 1997, certain private equity investors provided $1.6
million in financing to L.L.C. in the form of convertible promissory notes.
The notes originally bore interest at 14% annually, payable at maturity. On
January 15, 1998, L.L.C. assigned the notes to the Company. The Company and
the noteholders subsequently negotiated a revised arrangement under which no
interest would be paid on the notes, which became convertible into
approximately $3.2 million worth of the Company's Series C preferred stock.
The conversion of L.L.C. notes into the Company's equity occurred on February
4, 1998. The $1.6 million preferred return to the investors was accounted for
as a financing cost during the period the notes were outstanding.

   (b) Noninterest-Bearing Loans

   During 1997, the company's Cash Equity Investors provided short-term
financing in the form of $11.8 million noninterest-bearing loans. Pursuant to
the Closing Agreement, such loans were converted to equity of the company as a
reduction of the requirements of the initial cash contributions of the
investors. No gain or loss was recognized on the conversion of the shares.

(8) Long-Term Debt
December 31,
                                                                 --------------
                                                                 1997    1998
                                                                 ----- --------
Bank credit facility....................................... $ --  $150,000
     Senior subordinated debt...................................   --   313,648
                                                                 ----- --------
                                                                   --   463,648
     Current portion of long-term debt..........................   --       --
                                                                 ----- --------
     Long-term debt............................................. $ --  $463,648
                                                                 ===== ========
The weighted average interest rate for total debt outstanding during
December 31, 1998 was 10.33%. The average rate at December 31, 1998 was
10.16%.

(9) Bank Credit Facility

   On February 3, 1998, (the Credit Facility Effective Date), the Company
entered into a Credit Agreement (as amended from time to time, the Credit
Facility), with The Chase Manhattan Bank, as Administrative Agent, and certain
banks and other financial institutions party thereto. The Credit Facility
provides for (i) a $175.0 million senior secured term loan (the Tranche A Term
Loan) which may be drawn in installments at any time through the third
anniversary of the Credit Facility Effective Date and matures on the date that
is eight and one-half years from the Credit Facility Effective Date, (ii) a
$150.0 million senior secured term loan (the Tranche B Term Loan and, together
with the Tranche A Term Loan, the Term Loans) which matures on the date that
is nine and one-quarter years from the Credit Facility Effective Date, and
(iii) a $100.0 million senior secured revolving credit facility (the Revolving
Credit Facility and, together with the commitments to make the Term Loans, the
Facilities) which matures on the date that is eight and one-half years from
the Credit Facility Effective Date. At December 31, 1998 the Tranche B Term
Loan was completely drawn.

                                     F-21
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   The commitment to make loans under the Revolving Credit Facility (Revolving
Credit Loans and, together with the Term Loans, the Loans) automatically and
permanently reduces, beginning on the date that is six years and six months
after the Credit Facility Effective Date, in eight quarterly reductions (the
amount of each of the first two reductions, $5.0 million, the next four
reductions, $10.0 million, and the last two reductions, $25.0 million). The
Tranche A Term Loans are required to be repaid, beginning on the date that is
four years after the Credit Facility Effective Date, in eighteen consecutive
quarterly installments (the amount of each of the first four installments,
$4,375,000, the next four installments, $6,562,500, the next four installments
$8,750,000, the next four installments, $10,937,500, and the last two
installments, $26,250,000). The Tranche B Term Loans are required to be repaid
beginning on the date that is four years after the Credit Facility Effective
Date, in twenty-one consecutive quarterly installments (the amount of the
first sixteen installments, $375,000, the next four installments $7.5 million,
and the last installment, $114.0 million).

   Interest on all loans accrue, at the Company's option, either at (i) (a) a
LIBOR rate, as defined in the Credit Facility plus (b) the Applicable Rate (as
defined below) (Loans bearing interest described in (i), Eurodollar Loans) or
(ii) (a) the higher of (1) the Administrative Agent's prime rate and (2) the
Federal Funds Effective Rate (as defined in the Credit Facility) plus 0.5%,
plus (b) the Applicable Rate (Loans bearing interest described in (ii), ABR
Loans). Interest on any overdue amounts will be at a rate per annum equal to
2% plus the rate otherwise applicable to such amounts. The Applicable Rate
means, with respect to Tranche B Term Loans, 1.75% per annum, in the case of
an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan, and, with
respect to Tranche A Term Loans and Revolving Credit Loans, a rate between
0.0% to 1.25% per annum (depending on the level of the Company's ratio of debt
to earnings before income taxes, depreciation, and amortization (EBITDA) in
the case of an ABR Loan, and a rate between 1.00% and 2.25% per annum
(depending on the level of the Company's ratio of debt to EBITDA), in the case
of a Eurodollar Loan.

   The Credit Facility requires an annual commitment fee of between 0.375% and
0.50% (depending on the level of the Company's ratio of debt to EBITDA) of the
unused portion of the Facilities payable quarterly in arrears and a separate
agent's fee payable to the Administrative Agent. The Credit Facility also
requires the Company to fix or limit the interest cost with respect to at
least 60% (as amended in July 1998) of the total amount of the outstanding
indebtedness of the Company. The Company incurred commitment fees of $2.0
million in 1998. At December 31, 1998, approximately 84% of the Company's
outstanding debt was at a fixed rate.

   The Term Loans are required to be prepaid and commitments under the
Revolving Credit Facility reduced in an aggregate amount equal to (i) 50% of
excess cash flow of each fiscal year commencing the fiscal year ending
December 31, 2001, (ii) 100% of the net proceeds of asset sales, in excess of
a yearly threshold, outside the ordinary course of business or unused
insurance proceeds, (iii) 100% of the net cash proceeds in excess of the
initial $150.0 million of issuances of debt obligations and (iv) 50% of the
net cash proceeds of issuances of equity securities (other than in connection
with the Equity Commitments); provided, that the prepayments and reductions
set forth under clauses (iii) and (iv) will not be required if, after giving
effect to such issuance, (a) the Company's ratio of senior debt to EBITDA
would be less than 5 to 1 and (b) the Company would be in pro forma compliance
with certain covenants in the Credit Facility.

   All obligations of the Company under the Facilities are unconditionally and
irrevocably guaranteed (the Bank Facility Guarantees) by each existing and
subsequently acquired or organized domestic subsidiary of the Company. The
Facilities and the Bank Facility Guarantees, and any related hedging contracts
provided by the lenders under the Credit Facility, are secured by
substantially all of the assets of the Company and each existing and
subsequently acquired or organized domestic subsidiary of the Company,
including a first priority pledge of all of the capital stock held by the
Company or any of its subsidiaries; provided that the pledge of shares of
foreign subsidiaries may be limited to 65% of the outstanding shares of such
foreign subsidiaries. The PCS

                                     F-22
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

Licenses will be held by one or more single purpose subsidiaries of the
Company and will not be pledged to secure the obligations of the Company under
the Credit Facility, although the equity interests of such subsidiaries will
be pledged thereunder. Each single purpose subsidiary will not be allowed by
the Company to incur any liabilities or obligations other than the Bank
Facility Guarantee issued by it, the security agreement entered into by it in
connection with the Credit Facility, and, in the case of any single purpose
subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of such subsidiary which are incident to being the
lessee of real property of the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

   The Credit Facility contains covenants customary for facilities and
transactions similar to the Credit Facility, including covenants relating to
the amounts of indebtedness that the Company may incur, limitations on
dividends and distributions on, and redemptions and repurchases of, capital
stock and other similar payments and various financial maintenance covenants.
The Credit Facility also contains covenants relating to the population covered
by the Company's network and number of customers and customary
representations, warranties, indemnities, conditions precedent to borrowing,
and events of default.

   Loans under the Credit Facility are available to fund capital expenditures
related to the construction of the Company's PCS network, the acquisition of
related businesses, working capital needs of the Company, and customer
acquisition costs. All indebtedness under the Credit Facility will constitute
Senior Debt under the Company's 11% Senior Subordinated Discount Notes.

   The terms of the Credit Facility originally allowed the Company to incur
only $150 million of indebtedness pursuant to the issuance of Subordinated
Debt (as defined in the Credit Facility). In April 1998, the Company
negotiated an amendment to the Credit Facility, which included provisions that
(i) permit certain acquisitions (note 4); (ii) permit up to a total of $450
million in high yield debt; and (iii) exclude the equity issuances associated
with certain acquisitions from the mandatory prepayment requirement.

(10) Subordinated Debt

   On May 7, 1998, the Company completed an offering (the "Offering") of $512
million of 11% Senior Subordinated Discount Notes ("the Notes"), pursuant to
Rule 144A of the Securities Act of 1933, as amended. The net proceeds of the
Offering (after deducting an Initial Purchaser's Discount of $9 million) were
approximately $291 million. The Company has used and intends to use the net
proceeds from the Offering, together with the Capital Contributions (note 15)
and borrowings under the Credit Facility, to fund: (i) capital expenditures,
including the build-out of its PCS network; (ii) the Myrtle Beach acquisition
and the Norfolk acquisition (note 4); (iii) working capital as required; (iv)
operating losses; (v) general corporate purposes, and (vi) potential
acquisitions.

   Commencing on November 1, 2003, cash interest will be payable semiannually.
Each Note was offered at an original issue discount (Initial Purchaser's
Discount). Although cash interest will not be paid prior to May 1, 2003, the
original issue discount will accrue from the issue date to May 1, 2003.

   The Notes are not redeemable prior to May 1, 2003, except as set forth
below. The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on or after May 1, 2003 and prior to maturity at the
following redemption prices (expressed as percentages of principal amount),
plus accrued interest, if any, up to but excluding the redemption date, if
redeemed during the 12-month period beginning on May 1 of the years indicated:

                                     F-23
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997
Year                               Percentage
            ----                               ----------
2003..............................   105.50%
            2004..............................   103.67
            2005..............................   101.84
            2006 and thereafter...............   100.00
In addition, on or prior to May 1, 2001, the Company may redeem up to 35%
of the principal amount at maturity of Notes issued under the Indenture at a
redemption price equal to 111% of the accreted value at the redemption date
with the net proceeds of one or more equity offerings of qualified stock of
(a) the Company, (b) a special purpose corporation formed to own qualified
stock of the Company, provided that at least 65% of the aggregate principal
amount at maturity of Notes issued under the Indenture would remain
outstanding immediately after giving effect to such redemption.

   Upon a change in control, each holder of the Notes may require the Company
to repurchase such Holder's Notes, in whole or in part, at a purchase price
equal to 101% of the accreted value thereof or the principal amount at
maturity, as applicable plus accrued and unpaid interest to the purchase date.

   The debt principal begins to mature in 2003 and is fully repaid in 2008.

(11) Income Taxes

   Income tax expense (benefit) at year ended December 31, 1998 consists of
the following:
Current Deferred   Total
                                                       ------- --------  -------
Federal.......................................... $  --   $(7,054)  $(7,054)
     State............................................ $  --   $  (482)  $  (482)
                                                       ------  -------   -------
                                                       $  --   $(7,536)  $(7,536)
                                                       ======  =======   =======
The income tax expense (benefit) differs from those computed using the
statutory U.S. Federal income tax rate as set forth below.
1997     1998
                                                               ------   ------
U.S. Federal statutory rate..............................  35.00%   35.00%
     State income taxes, net of federal benefit...............    --      0.80%
     Change in valuation allowance............................ (35.00%) (16.56%)
     Other, net...............................................    --      0.01%
                                                               ------   ------
       Effective Tax Rate.....................................   0.00%   19.25%
                                                               ======   ======
F-24
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows.
1997     1998
                                                               -------  -------
Deferred tax assets:
     Nondeductible accrued liabilities........................ $   491  $ 1,049
     Deferred transaction costs...............................   1,093    2,736
     Net operating loss carryforward..........................     --    16,022
                                                               -------  -------
                                                                 1,584   19,807
     Valuation allowance......................................  (1,584)  (8,506)
                                                               -------  -------
       Net deferred tax assets................................     --    11,301
                                                               -------  -------
     Deferred tax liabilities:
     Intangible assets........................................     --    21,438
     Capitalized interest.....................................     --     1,150
     Others...................................................     --       376
                                                               -------  -------
       Deferred tax liabilities...............................     --    22,964
                                                               -------  -------
     Net deferred tax liabilities............................. $   --   $11,663
                                                               =======  =======
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Because the
Company does not have an operating history, management has only considered the
scheduled reversal of deferred tax liabilities and tax planning strategies in
making this assessment. Based upon the assessment, management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 1998. The
Company recorded a deferred tax liability of $17,771 in connection with the
contribution of licenses pursuant to the AT&T transaction (note 3).

                                     F-25
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

(12) Fair Value Of Financial Instruments

   Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments. The Company has used
available market information to derive its estimates. However, because these
estimates are made as of a specific point in time, they are not necessarily
indicative of amounts the Company could realize currently. The use of
different assumptions or estimating methods may have a material effect on the
estimated fair value amounts.
December 31,
                                       ---------------------------------------
                                              1997                1998
                                       ------------------- -------------------
                                       Carrying Estimated  Carrying Estimated
                                        amount  fair value  amount  fair value
                                       -------- ---------- -------- ----------
                                                       ($000s)
Cash and cash equivalents..........  11,362    11,362   $146,172  146,172
   Marketable securities..............     --        --      23,612   23,612
   Accounts and notes receivable......     --        --       3,102    3,102
   Accounts payable...................   1,581     1,581     25,256   25,256
   Accrued expenses...................   1,014     1,014      7,365    7,365
   Capital leases.....................     --        --       2,322    2,322
   Interest rate risk management
    agreements........................     --        --         --       623
   Long-term debt:
     Subordinated debt................     --        --     313,648  239,355
     Bank term loan...................     --        --     150,000  150,000
(a) Cash and Cash Equivalents, Accounts and Notes Receivable, Accounts
   Payable and Accrued Expenses

   The carrying amounts of these items are a reasonable estimate of their fair
value due to the short-term nature of the instruments.

   (b) Marketable Securities

   The fair value of these securities are estimated based on quoted market
prices. At December 31, 1998, marketable securities consist of the following:
Unrealized
                                                  Cost   Fair value gain (loss)
                                                 ------- ---------- -----------
                                                            ($000s)
Available for sale securities:
     Debt securities due in one year or less.... $23,612   23,612       --
(c) Long-Term Debt

   Long-term debt is comprised of subordinated debt, bank term loan, and
capital leases. The fair value of subordinated debt is stated at quoted market
value. The carrying amount of the bank term loan is a reasonable estimate of
its fair value because its market rate interest is variable. Capital leases
are recorded at their net present value, which approximates fair value.

   (d) Interest Rate Risk Management Agreements

   The Company enters into interest rate protection agreements to lock in
interest rates on the variable portion of its debt. The Company does not use
these agreements for trading or other speculative purposes, nor is it a

                                     F-26
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

party to any leveraged derivative instrument. Although these agreements are
subject to fluctuations in value, they are generally offset by fluctuations in
the value of the underlying instrument or anticipated transaction.

   In an interest rate swap, the Company agrees to exchange, at specified
intervals, the difference between a variable interest rate (based on 3 month
Libor) and either a fixed or another variable interest rate calculated by
reference to an agreed-upon notional principal amount. The resulting rate
differential is reflected as an adjustment to interest expense over the life
of the swap.

   At December 31, 1998, the Company would receive $23,000 to settle its
agreements.

   The following table summarizes the Company's off-balance sheet interest
rate swap agreements at December 31, 1998:
Receive
                               Notional   Fair            Pay Rate    Rate
                                Amount   Value   Maturity (Fixed)  (Variable)
                               -------- -------- -------- -------- ----------
                               ($000's) ($000's)          ($000's)  ($000's)
Pay fixed rate, receive
    floating rate............. $35,000    $254    12/03    4.805%    5.156%
   Pay fixed rate, receive
    floating rate............. $40,000    $369    12/03    4.760%    5.156%
(13) Related-Party Transactions

   The Company is associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap and the sharing of leased
facilities. As part of this association, certain costs are incurred on behalf
of Triton Cellular and subsequently reimbursed to the Company. Such costs
totaled $148,000 and $482,000 during 1997 and 1998, respectively. In addition,
pursuant to an agreement between the Company and Triton Cellular, allocations
for management services rendered are charged to Triton Cellular. Such
allocations totaled $469,000 during 1998. The outstanding balance at December
31, 1998 was $951,000. The Company expects settlement of these outstanding
charges during 1999.

   In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.

   In February 1998, Triton entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. In connection with
execution of the credit facility, the agent and lenders receive customary fees
and expenses.

   In May 1998, Triton consummated a private offering of senior subordinated
notes. Affiliates of several cash investors were initial purchasers in the
private offering and received a placement fee of $6.3 million.

   Triton has entered into letter agreements with certain management employees
and independent directors under which these individuals were issued shares of
the Company's common stock subject to a five year vesting period.

                                     F-27
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

(14) Commitments and Contingencies

   (a) Leases

   The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2010. The Company has various capital lease
commitments of approximately $2.3 million as of December 31, 1998. As of
December 31, 1998, the future minimum rental payments under these lease
agreements having an initial or remaining term in excess of one year were as
follows:
Operating Capital
                                                               --------- -------
                                                                    ($000)
1999.....................................................  $ 6,484  $  474
     2000.....................................................    6,305     614
     2001.....................................................    5,962     600
     2002.....................................................    5,849     578
     2003.....................................................    4,397     434
     Thereafter...............................................    1,724     --
                                                                -------  ------
       Total..................................................  $30,721   2,700
                                                                =======
     Interest expense.........................................              378
                                                                         ------
     Net present value of future payments.....................            2,322
     Current portion of capital lease obligation..............              281
                                                                         ------
                                                                         $2,041
                                                                         ======
Rent expense under operating leases was $3.0 million for the year ended
December 31, 1998 and $59,000 for the period from March 6, 1997 to December
31, 1997, respectively.

   (b) Employment Agreements

   In 1998, the Company entered into five-year employment agreements with
three of its officers. The employment agreements provide for minimum aggregate
annual compensation of $795,000 for the years 1999 through 2001, as well as
annual bonuses based upon performance. The employment agreements also provide
that in the event that the officers are terminated, certain liabilities will
be incurred by the Company. Also, upon death or disability of the officers,
the Company will be required to make certain payments.

   (c) Litigation

   The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Company's results of operations.

(15) Shareholders' Equity and Members' Capital

   On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued 1,400,000 shares of its Series C preferred stock at $100 per
share. The Securities Purchase Agreement requires the purchasers of the Series
C preferred stock to fund their unconditional and irrevocable obligations in
installments in accordance with the following schedule:

                                     F-28
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997
Date due                                                        Amount
     --------                                                     ------------
Initial closing (funded on February 4, 1998)................ $ 45,000,000
     First anniversary of initial closing (funded on February 4,
      1999)......................................................   35,000,000
     Second anniversary of initial closing.......................   35,000,000
     Third anniversary of initial closing........................   25,000,000
                                                                  ------------
                                                                  $140,000,000
                                                                  ============
Pursuant to a Stockholders' Agreement, under certain circumstances, the
Board of Directors may require the Cash Equity Investors to contribute in
advance any portion of the unfunded commitment.

   During 1997, the Company's Cash Equity Investors provided short-term
financing in the form of $11.7 million in non-interest-bearing loans. Pursuant
to the Closing Agreement, such loans were converted to equity of the Company
as a reduction of the requirements of the initial cash contribution on
February 4, 1998.

   The Company's Restated Certificate of Incorporation provides the Company
with the authority to issue 17,000,000 shares of capital stock, consisting of
(a) 1,000,000 shares of the Company's Series A preferred stock, (b) 2,000,000
shares of the Company's Series B preferred stock, (c) 3,000,000 shares of the
Company's Series C preferred stock, (d) 1,000,000 shares of the Company's
Series D preferred stock, and (e) 10,000,000 shares of the Company's common
stock.

   As of December 31, 1998, the Company received additional equity
contributions of $49.3 million, of which $35.0 million related to the
acquisition of the Myrtle Beach System and $14.3 million related to the
Norfolk Acquisition (see note 4). As of December 31, 1998, the Company had
outstanding equity commitments of $2.2 million related to the Norfolk
Acquisition, which were received in January 1999.

   (a) Preferred Stock

   The Series A preferred stock (Series A) is convertible into common stock at
the option of the holders after the 8th anniversary of its issuance. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.

   The holders of the Series A are entitled to 10% cumulative annual dividends
as defined, payable quarterly. At December 31, 1998, cumulative dividends
accrued and classified as a component of preferred stock in the accompanying
balance sheet are $6,853,000. The Company may defer payment of the dividends
until the 42nd payment due date, at which time all deferred dividend payments
must be made. The Series A is redeemable at its accreted value at the option
of the Company after the 10th anniversary of its issuance. The Series A is
redeemable at the option of the holders after the 20th anniversary of its
issuance. The Series A and the Series B preferred stock (Series B) are on a
parity basis with respect to dividend rights and rights on liquidation and
senior to all other classes of preferred or common stock of the Company. The
Series A holders do not have any voting rights, except as required by law or
in certain circumstances, and have the right to elect one director.

   In the event that there is a disqualifying transaction, the Company has the
right to cause AT&T to exchange certain shares of its Series A convertible
preferred stock into Series B convertible preferred stock. The Series B
preferred stock has dividend rights equal to that of the Series A. The Series
B is not convertible into any other security of the Company. The Series B is
redeemable at its accreted value, at the option of the Company. The Series B
holders do not have any voting rights.

                                     F-29
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

   The Series C preferred stock (Series C) is convertible into common stock on
a 1:1 basis, subject to adjustments. Mandatory conversion occurs upon an
initial public offering of the Company's common stock, as defined. The holders
of the Series C vote on an as converted basis as a single class with the
holders of the common stock. Upon liquidation or dissolution, the holders of
the Series C preferred have a liquidation preference of $100 per share,
subject to adjustment which is subordinated to the Series D preferred (Series
D) but ranks senior to the common stock.

   In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors
approximately 35,600 shares of the Company's Series C Preferred Stock for
approximately $3,560,000.

   The Series D is convertible into an equivalent number of shares of Series C
at the option of the holder. The holders of the Series D do not have any
voting rights. Upon liquidation or dissolution, the holders of the Series D
have a liquidation preference of $100 per share, subject to adjustment and
rank senior to the Series C and the common stock.

   (b) Common Stock

   On October 1, 1997, the Company issued 137,366 shares of its common stock
to its founders. The shares are subject to the vesting schedules detailed in
the executives' employment agreements.

   In February 1998 the Company established a trust to hold 58,871 shares of
the Company's common stock to be issued to employees in the future, at
management's discretion. On February 4, 1998, the Company issued 16,876 shares
of common stock that vest ratably over a five-year period to certain key
employees.

   In connection with the acquisitions of the Myrtle Beach System and the
Norfolk Acquisition (see note 4), the Company issued approximately 38,900 and
33,300 shares of common stock, respectively, to or for the benefit of
management stockholders and independent directors.

   (c) LLC Members' Capital

   Members' capital contributions are recorded when received. Total committed
capital at October 31, 1997 was $1.00. Distributions, if any, will be made in
proportion to capital accounts. Allocation of income, gains, losses, and
deductions will be in proportion to capital accounts.

(16) Stockholders' Agreement

   In connection with the closing of the AT&T transaction and the sale of
Series C preferred, the Cash Equity Investors, AT&T, and certain management
shareholders executed certain agreements among the stockholders, which address
the following areas:

   (a) Board of Directors

   The Stockholders' Agreement specifies the number of directors and how they
will be selected.

   (b) Registration Rights

   The Stockholder's Agreement grants certain demand and piggyback
registration rights to stockholders. Certain stockholders, as defined in the
Stockholders Agreement, may cause an underwriter demand registration,

                                     F-30
TRITON PCS HOLDINGS, INC. AND PREDECESSOR COMPANY

              NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

 Year ended December 31, 1998 and the period from March 6, 1997 (inception) to
                               December 31, 1997

as defined. In addition, if the Company has not completed an initial public
offering of its common stock by February 4, 2003, certain holders of the
Company's capital stock can cause the registration of the Company's common
stock.

   (c) Restrictions on Transfer

   The Stockholder's Agreement imposes numerous restrictions with respect to
the sale and or transfer of the Company's capital stock. Generally, prior to
the Company completing its initial public offering, as defined, the holders of
the Series C, Series D, and the common stock are restricted except as defined
until February 4, 2001. After February 4, 2001, the Series C holders and
common stock holders may transfer their interests subject to certain
restrictions and rights of first refusal.

   On or after the completion of the Company's initial public offering, the
holders of the common stock and Series D are restricted until February 4,
2001. The sale of common stock is subject to the rights of refusal.

   The Stockholders' Agreement expires on February 4, 2009. Certain provisions
expire upon an initial public offering.

(17) 401(K) Savings Plan

   The Company sponsors a 401(k) Savings Plan which permits employees to make
contributions to the Savings Plan on a pre-tax salary reduction basis in
accordance with the Internal Revenue Code. Substantially all full-time
employees are eligible to participate in the next quarterly open enrollment
after 90 days of service. The Company matches a portion of the voluntary
employee contributions. The cost of the Savings Plan charged to expense was
$65,000 in 1998.

(18) Supplemental Cash Flow Information
1997    1998
                                                               ------ --------
                                                                   ($000s)
Cash paid during the year for interest, net of amounts
    capitalized............................................... $  --  $  8,150
   Cash paid during the year for income taxes.................    --       --
   Noncash investing and financing activities:
    Equipment acquired under capital lease obligation.........    --     2,529
    Capital contribution in connection with conversion of
     short-term debt to equity................................    --    13,362
    Issuance of Preferred stock in connection with Norfolk
     Acquisition..............................................    --    14,555
    Issuance of Preferred stock in connection with AT&T
     transaction net of deferred taxes........................    --   100,947
    Capital expenditures included in accounts payable.........    --    21,027
    Deferred transaction cost financed via accounts payable...    924      --
F-31
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Vanguard Cellular Systems of South Carolina, Inc.:

   We have audited the accompanying balance sheets of Vanguard Cellular
Systems of South Carolina, Inc. (a South Carolina corporation and an indirect,
wholly-owned subsidiary of Vanguard Cellular Systems, Inc.) as of December 31,
1997 and 1996, and the related statements of operations, changes in
shareholder's deficit and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Vanguard Cellular Systems
of South Carolina, Inc. as of December 31, 1997 and 1996 and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted
accounting principles.

                                          Arthur Andersen LLP

Greensboro, North Carolina,
March 20, 1998.

                                     F-32
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                                 BALANCE SHEETS
            (Dollar amounts in thousands, except per share amounts)
December 31,
                                                           ------------------
                                                             1996      1997
                                                           --------  --------
ASSETS
Current Assets:
  Cash.................................................... $    199  $    121
  Accounts receivable, net of allowances for doubtful
   accounts of $200 and $475..............................    1,485     3,199
  Cellular telephone inventories..........................      511       526
  Prepaid expenses........................................       10        33
  Deferred income tax asset...............................      --      8,190
                                                           --------  --------
    Total current assets..................................    2,205    12,069
                                                           --------  --------
Deferred Cellular License Acquisition Costs, net of
 accumulated amortization of $2,860 and $3,343............   16,247    15,764
                                                           --------  --------
Property and Equipment, at cost:
  Land....................................................      306       313
  Cellular telephones held for rental.....................    1,653     1,859
  Cellular telephone systems..............................   24,068    29,453
  Office furniture and equipment..........................    2,323     3,139
                                                           --------  --------
                                                             28,350    34,764
  Less--Accumulated depreciation..........................    5,864     9,252
                                                           --------  --------
                                                             22,486    25,512
  Construction in progress................................      198       565
                                                           --------  --------
                                                             22,684    26,077
Other Assets..............................................       22        21
                                                           --------  --------
  Total assets............................................ $ 41,158  $ 53,931
                                                           ========  ========
          LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities:
  Accounts payable and accrued expenses................... $    315  $    686
  Advances from Vanguard..................................   53,350    63,092
                                                           --------  --------
    Total current liabilities.............................   53,665    63,778
                                                           --------  --------
Deferred Income Tax Liability.............................      --      1,298
                                                           --------  --------
Commitments and Contingencies (Note 5)
Shareholder's Deficit:
  Common stock--$1 par value, 1,000 shares issued and
   outstanding............................................        1         1
  Accumulated deficit.....................................  (12,508)  (11,146)
                                                           --------  --------
    Total shareholder's deficit...........................  (12,507)  (11,145)
                                                           --------  --------
    Total liabilities and shareholder's deficit........... $ 41,158  $ 53,931
                                                           ========  ========
The accompanying notes to financial statements are an integral part of these
                                balance sheets.

                                      F-33
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF OPERATIONS
                             (Amounts in thousands)
For the Years Ended December 31,
                                             ----------------------------------
                                                1995        1996        1997
                                             ----------  ----------  ----------
Revenues:
  Service fees.............................. $   16,428  $   19,778  $   22,508
  Cellular telephone equipment revenues.....      1,077         673       1,100
                                             ----------  ----------  ----------
                                                 17,505      20,451      23,608
                                             ----------  ----------  ----------
Costs and Expenses:
  Cost of service...........................      1,796       3,014       2,811
  Cost of cellular telephone equipment......      1,853       1,478       2,495
  General and administrative................      2,260       2,948       4,793
  Marketing and selling.....................      2,564       2,731       3,944
  Depreciation and amortization.............      1,765       2,907       5,162
  Management fees...........................      1,374       1,620       1,896
  Corporate costs allocated from Vanguard...        989       1,195       1,586
                                             ----------  ----------  ----------
                                                 12,601      15,893      22,687
                                             ----------  ----------  ----------
Income From Operations......................      4,904       4,558         921
Interest Expense............................     (4,414)     (5,214)     (6,451)
Other, net..................................       (326)       (186)        --
                                             ----------  ----------  ----------
Income (Loss) Before Income Taxes...........        164        (842)     (5,530)
Income Tax Benefit..........................        --          --        6,892
                                             ----------  ----------  ----------
Net Income (Loss)........................... $      164  $     (842) $    1,362
                                             ==========  ==========  ==========
The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-34
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
For the Years Ended December 31,
                                           -----------------------------------
                                              1995        1996         1997
                                           ----------  -----------  ----------
Cash Flows From Operating Activities:
 Net income (loss)........................ $      164  $      (842) $    1,362
 Adjustments to reconcile net income
  (loss) to net cash provided by (used in)
  operating activities:
  Depreciation and amortization...........      1,765        2,907       5,162
  Net losses on dispositions of property
   and equipment..........................        326          186         --
  Deferred income tax benefit.............        --           --       (6,892)
  Changes in current items:
   Accounts receivable, net...............       (527)         404      (1,714)
   Cellular telephone inventories.........       (162)        (104)        (15)
   Accounts payable and accrued expenses..        (47)         (97)        371
   Other, net.............................        (20)          13         (23)
                                           ----------  -----------  ----------
    Net cash provided by (used in)
     operating activities.................      1,499        2,467      (1,749)
                                           ----------  -----------  ----------
Cash Flows From Investing Activities--
 Purchases of property and equipment......     (8,948)     (12,531)     (8,072)
                                           ----------  -----------  ----------
Cash Flows From Financing Activities:
 Net increase in advances from Vanguard...      7,603       10,050       9,742
 Other, net...............................        (12)         --            1
                                           ----------  -----------  ----------
    Net cash provided by financing
     activities...........................      7,591       10,050       9,743
                                           ----------  -----------  ----------
Net Increase (Decrease) in Cash...........        142          (14)        (78)
Cash, beginning of period.................         71          213         199
                                           ----------  -----------  ----------
Cash, end of period....................... $      213  $       199  $      121
                                           ==========  ===========  ==========
Supplemental Disclosure of Cash Paid
 During the Period for Interest, net of
 amounts capitalized...................... $    4,414  $     5,214  $    6,451
                                           ==========  ===========  ==========
The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-35
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                 STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT
                         (Dollar amounts in thousands)
For the years ended December 31, 1995, 1996 and 1997
                         ------------------------------------------------------------
                             Common Stock                                 Total
                         -----------------------    Accumulated       Shareholder's
                           Shares       Amount        Deficit            Deficit
                         -----------  ----------  ---------------   -----------------
Balance, January 1,
 1995...................       1,000   $        1  $      (11,830)    $      (11,829)
  Net income............         --           --              164                164
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1995...................       1,000            1         (11,666)           (11,665)
  Net loss..............         --           --             (842)              (842)
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1996...................       1,000            1         (12,508)           (12,507)
  Net income............         --           --            1,362              1,362
                         -----------   ----------  --------------     --------------
Balance, December 31,
 1997...................       1,000   $        1  $      (11,146)    $      (11,145)
                         ===========   ==========  ==============     ==============
The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-36
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                         NOTES TO FINANCIAL STATEMENTS
                         (Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

   Vanguard Cellular Systems of South Carolina, Inc. (the Company), a South
Carolina corporation, is a provider of nonwireline cellular telephone service
to the SC-5 (Myrtle Beach) Rural Statistical Area (RSA). The Company acquired
the Myrtle Beach RSA license in January 1991 and the cellular system in this
market became operational in the second quarter of 1991. The Company is 100%
controlled by Vanguard Cellular Systems, Inc. (Vanguard) and operates under
the trade name of CellularOne(R), which is the trade name many nonwireline
carriers have adopted to provide conformity throughout the industry.

   The accompanying financial statements present the financial position,
results of operations and cash flows of the Company as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
Company is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

   Substantially all of the Company's assets are pledged under Vanguard's
long-term credit facility. Operating and capital expansion funds have been
advanced between Vanguard and the Company on an interest bearing basis, with
the net amounts of these transfers reflected in advances from Vanguard in the
accompanying balance sheets. The debt of Vanguard has not been specifically
allocated to the Company; however, advances from Vanguard approximate the
borrowings of Vanguard that are attributable to the Company. Interest has been
charged by Vanguard to the Company on funds advanced to the Company as an
approximation of the Company's share of Vanguard's consolidated interest cost.
Vanguard charges interest to its subsidiaries based on its consolidated
borrowing rates plus 200 basis points. For each of the three years in the
period ended December 31, 1997, the average interest rate charged to the
Company by Vanguard was approximately 11%. Total interest charged, net of
amounts capitalized, from Vanguard to the Company was $4,414, $5,214 and
$6,451 for the years ended December 31, 1995, 1996 and 1997, respectively.

   The net balance in Advances from Vanguard has been classified as a
liability in the accompanying balance sheets as the Company will repay these
advances to Vanguard upon receipt of the proceeds from the sale of the
company's assets to Triton PCS, Inc. (See Note 7) .

Note 2. Significant Accounting and Reporting Policies:

   Use of Estimates

   The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the Company's financial
position and results of operations. Actual results could differ from those
estimates.

   Revenue Recognition

   Service fees are recognized at the time cellular services are provided.
Cellular telephone equipment revenues consist primarily of sales to
subscribers, which are recognized at the time equipment is delivered to the
subscriber, and equipment rentals, which are recognized monthly over the terms
of the rental agreement with the subscriber.

                                     F-37
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Cellular Telephone Inventories

   Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

   Deferred Cellular License Acquisition Costs

   The Company's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The Company amortizes its investment over 40
years. Amortization expense of $446, $483 and $483 was recorded in 1995, 1996
and 1997, respectively.

   Property and Equipment

   Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:
Cellular telephones held for rental.............................    3 years
     Cellular telephone systems...................................... 7-20 years
     Office furniture and equipment.................................. 3-10 years
At December 31, 1996 and 1997, construction in progress was composed
primarily of the cost of uncompleted additions to the Company's cellular
telephone systems. The Company capitalized interest costs of $106, $125 and
$43 in 1995, 1996 and 1997, respectively, as part of the cost of cellular
telephone systems.

   Maintenance, repairs and minor renewals are charged to operations as
incurred. Gains or losses at the time of disposition of property and equipment
are reflected in the statements of operations currently.

   Cellular telephones are rented to certain customers generally with a
contract for a minimum length of service. Such customers have the option to
purchase the cellular telephone at any time during the term of the agreement.

   Long-Lived Assets

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121. "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", the Company reviews for the impairment of long-
lived assets and certain identifiable intangibles, whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by the Company.

   Income Taxes

   The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The Company is included in the consolidated Federal income tax
return of

                                     F-38
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Vanguard and its subsidiaries. The Company records its share of consolidated
Federal income taxes as if the Company filed a separate return.

Note 3. Future Cash Flow Requirements:

   The Company's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During 1995, 1996 and 1997, the Company received
$7,603, $10,050 and $9,742, respectively, of these advances. Vanguard has
committed to fund the cash requirements of the Company at least through fiscal
1998 or through the ultimate date of disposition (Note 7), whichever is
earlier. Accordingly, the accompanying financial statements have been prepared
assuming the Company will continue as a going concern and, as such,
adjustments, if any, that may be required for presentation on another basis
have not been considered.

Note 4. Income Taxes:

   For Federal income tax reporting purposes, the Company's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

   Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the Company's assets and
liabilities. The components of net deferred taxes as of December 31, 1996, and
1997 were as follows:
December 31, December 31,
                                                         1996         1997
                                                     ------------ ------------
Deferred income tax assets:
       Net operating loss carryforward..............   $ 5,802       $7,936
       Other liabilities and reserves...............       216          254
       Valuation allowance..........................    (4,776)         --
                                                       -------       ------
         Total deferred income tax assets...........     1,242        8,190
                                                       -------       ------
     Deferred income tax liabilities:
       Unamortized deferred cellular license
        acquisition costs...........................       594          705
       Property and equipment.......................       648          593
                                                       -------       ------
         Total deferred income tax liabilities......     1,242        1,298
                                                       -------       ------
     Net deferred income taxes......................   $   --        $6,892
                                                       =======       ======
A valuation allowance of $4,454 as of December 31, 1995 was established
because in the Company's assessment, it was uncertain whether the net deferred
income tax assets would be realized. In addition, because of its continuing
assessment that it was uncertain whether the net deferred income tax assets
would be realized, the Company increased the valuation allowance by $322 to
offset the 1996 net deferred income tax benefit.

                                     F-39
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   In March 1998, Vanguard entered into an agreement to sell the operational
assets of the Company for a cash purchase price of $160,000, subject to
adjustment (Note 7). This transaction is expected to generate substantial
capital gains which will utilize an equivalent amount of Vanguard's
accumulated net operating loss carryforwards. Based on these anticipated
gains, management has assessed that it is more likely than not that the
deferred income tax assets of Vanguard and its subsidiaries, including the
Company, are realizable. Accordingly, for the year ended December 31, 1997,
the Company recognized a net deferred income tax benefit of $6,892 upon
reversal of the valuation allowance on its net deferred income tax assets.

   A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:
For the Years Ended
                                         --------------------------------------
                                         December 31, December 31, December 31,
                                             1995         1996         1997
                                         ------------ ------------ ------------
Amount at statutory Federal rate...    $  57        $(295)      $(1,936)
     Change in valuation allowance......      (63)         322        (4,776)
     Other..............................        6          (27)         (180)
                                            -----        -----       -------
     Income tax benefit.................    $ --         $ --        $(6,892)
                                            =====        =====       =======
Note 5. Operating Leases:

   The Company leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:
1998.................................. $  562
            1999..................................    508
            2000..................................    508
            2001..................................    485
            2002..................................    438
            Thereafter............................  4,686
                                                   ------
                                                   $7,187
                                                   ======
Rent expense under these leases was $349, $439 and $573, for the years
ended December 31, 1995, 1996 and 1997, respectively.

Note 6. Transactions with Parent and Affiliates:

   At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the Company as security for debt of
Vanguard totaling $569,000.

   Operations Management Agreement

   The Company is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $1,374,
$1,620 and $1,896, for the years ended December 31, 1995, 1996 and 1997,
respectively.

                                     F-40
VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Services Provided by Vanguard

   Vanguard performs certain services and incurs certain costs for the
Company. Services provided include treasury, human resources, legal, technical
support, data processing, financial accounting, marketing, and other general
corporate services. The costs of the services provided by Vanguard have been
allocated to the Company based upon the Company's annual subscriber
activations and subscriber base as a percentage of Vanguard's total annual
subscriber activations and total subscriber base. Corporate costs of Vanguard
totaling $989, $1,195 and $1,586, have been allocated to the Company for the
years ended December 31, 1995, 1996 and 1997, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the Company are not
necessarily indicative of the costs that would have been incurred if the
Company had performed these functions.

   Other Transactions

   During 1997, the Company added certain engineering and managerial functions
and incurred costs for such functions totaling $700. These services benefited
the Company and other Vanguard markets; however, none of these costs have been
allocated to other markets. These costs are included in general and
administrative expenses in the accompanying statement of operations.

   Employee benefits costs are incurred by Vanguard and are allocated to the
Company based on an overall percentage of salaries expense. Such costs totaled
$267, $322 and $557 for the years ended December 31, 1995, 1996 and 1997,
respectively, and are included in general and administrative expenses in the
accompanying statements of operations. For purposes of these financial
statements, these costs are assumed to be fully funded by the Company and are
included in the Advances from Vanguard in the accompanying balance sheets.

Note 7. Subsequent Event:

   In March 1998, Vanguard reached an agreement with Triton PCS, Inc. to sell
the assets of the Company, including the cellular license for the Myrtle Beach
RSA, for a cash purchase price of approximately $160,000, subject to
adjustment. The consummation of this transaction is subject to receipt of
customary regulatory approvals.

                                     F-41
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                                 BALANCE SHEET
            (Dollar amounts in thousands, except per share amounts)
June 30,
                                                                      1998
                                                                   -----------
                                                                   (Unaudited)
ASSETS
Current Assets:
  Cash............................................................   $    46
  Accounts receivable, net of allowances for doubtful accounts of
   $461...........................................................     5,487
  Cellular telephone inventories..................................       387
  Prepaid expenses................................................       225
  Deferred income tax asset.......................................     8,671
                                                                     -------
    Total current assets..........................................    14,816
                                                                     -------
Deferred Cellular License Acquisition costs, net of accumulated
 amortization of $3,585...........................................    15,522
                                                                     -------
Property and Equipment, at cost:
  Land............................................................       313
  Cellular telephones held for rental.............................     1,710
  Cellular telephone systems......................................    30,761
  Office furniture and equipment..................................     3,317
                                                                     -------
                                                                      36,101
  Less--Accumulated depreciation..................................    11,739
                                                                     -------
                                                                      24,362
  Construction in progress........................................       330
                                                                     -------
                                                                      24,692
Other assets......................................................       140
                                                                     -------
  Total assets....................................................   $55,170
                                                                     =======
                LIABILITIES AND DIVISIONAL EQUITY
Current Liabilities:
  Accounts payable and accrued expenses...........................   $ 2,509
Deferred income tax liability.....................................     1,181
                                                                     -------
Commitments and Contingencies (Note 5)
  Divisional equity--investments and advances from Vanguard.......    51,480
                                                                     -------
    Total liabilities and divisional equity.......................   $55,170
                                                                     =======
The accompanying notes to financial statements are an integral part of this
                                 balance sheet.

                                      F-42
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                            STATEMENTS OF OPERATIONS
                             (Amounts in thousands)
Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              1997      1998
                                                            --------  --------
                                                               (unaudited)
Revenues:
  Service fees............................................. $ 10,602  $ 13,424
  Cellular telephone equipment revenues....................      457     1,114
                                                            --------  --------
                                                              11,059    14,538
                                                            --------  --------
Costs and Expenses:
  Cost of service..........................................    1,185     1,367
  Cost of cellular telephone equipment.....................      979     1,388
  General and administrative...............................    1,980     2,502
  Marketing and selling....................................    1,664     2,215
  Depreciation and amortization............................    2,023     3,080
  Management fees..........................................      890     1,106
  Corporate costs allocated from Vanguard..................      740       878
                                                            --------  --------
                                                               9,461    12,536
                                                            --------  --------
Income From Operations.....................................    1,598     2,002
Interest Expense...........................................   (3,072)   (3,560)
Other, net.................................................     (334)       (6)
                                                            --------  --------
Income (Loss) Before Income Taxes..........................   (1,808)   (1,564)
Income Tax Benefit (Provision).............................      --        598
                                                            --------  --------
Net Income (Loss).......................................... $ (1,808) $   (966)
                                                            ========  ========
The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-43
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS OF SOUTH CAROLINA, INC.

                            STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
Six Months Ended
                                                                June 30,
                                                            ------------------
                                                              1997     1998
                                                            --------  --------
                                                              (unaudited)
Cash Flows From Operating Activities:
 Net loss.................................................. $ (1,808) $  (966)
 Adjustments to reconcile net loss to net cash each used in
  operating activities:
  Depreciation and amortization............................    2,023    3,080
  Deferred income tax benefit..............................      --      (598)
  Changes in current items:
   Accounts receivable, net................................   (1,560)  (2,288)
   Cellular telephone inventories..........................     (260)     139
   Accounts payable and accrued expenses...................      907    1,823
   Other, net..............................................      (44)    (192)
                                                            --------  -------
    Net cash provided by (used in) operating activities....     (742)    (998)
                                                            --------  -------
Cash Flows From Investing Activities:
 Purchases of property and equipment.......................   (4,143)  (1,453)
                                                            --------  -------
Cash Flows From Financing Activities:
 Net increase in advances from Vanguard....................    4,945      499
 Other, net................................................      --      (119)
                                                            --------  -------
    Net cash provided by financing activities..............    4,945      380
                                                            --------  -------
Net Increase (Decrease) in Cash............................       60      (75)
Cash, beginning of period..................................      199      121
                                                            --------  -------
Cash, end of period........................................ $    259  $    46
                                                            ========  =======
Supplemental Disclosure of Cash Paid During the Period for
 Interest, net of amounts capitalized...................... $  3,072  $ 3,560
                                                            ========  =======
The accompanying notes to financial statements are an integral part of these
                                  statements.

                                      F-44
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                         NOTES TO FINANCIAL STATEMENTS
                         (Dollar amounts in thousands)

Note 1. Organization and Basis of Presentation:

   The Myrtle Beach System (the System) of Vanguard Cellular Systems of South
Carolina, Inc. (the Company), a North Carolina corporation, is a provider of
nonwireline cellular telephone service to the SC-5 (Myrtle Beach) Rural
Service Area (RSA). The Company acquired the Myrtle Beach RSA license in
January 1991 and the cellular system in this market became operational in the
second quarter of 1991. The Company is 100% controlled by Vanguard Cellular
Systems, Inc. (Vanguard) and operates the System under the trade name of
CellularOne(R), which is the trade name many nonwireline carriers have adopted
to provide conformity throughout the industry. Prior to June 1998, the
Company's only operations and net assets were related to the System. During
June 1998, Vanguard transferred certain assets to the Company. Such assets
were not acquired by Triton PCS, Inc. (See Note 7) and are, therefore, not a
part of the System in these financial statements. The accompanying financial
statements and footnotes reflect the historical basis financial position of
the System as of June 30, 1998, immediately prior to its sale to Triton, and
the results of operations for the three and six months ended June 30, 1998 and
1997 and the cash flows of the System for the six months ended June 30, 1997
and 1998.

   The accompanying financial statements present the financial position,
results of operations and cash flows of the System as if it were a separate
entity for all periods presented. In accordance with Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission, Vanguard's investment in the
System is reflected in the financial statements of the Company ("pushdown
accounting"). The accompanying financial statements reflect the allocation of
the purchase price in excess of the net assets acquired on the same basis as
in the consolidation with Vanguard.

   Substantially all of the System's assets were pledged under Vanguard's
long-term credit facility prior to sale of the system to Triton PCS, Inc.
Operating and capital expansion funds have been advanced between Vanguard and
the System on an interest bearing basis, with the net amounts of these
transfers reflected in advances from Vanguard in the accompanying balance
sheets. The debt of Vanguard has not been specifically allocated to the
System; however, advances from Vanguard approximate the borrowings of Vanguard
that are attributable to the System. Interest has been charged by Vanguard to
the System on funds advanced to the System as an approximation of the System's
share of Vanguard's consolidated interest cost. Vanguard charges interest to
its subsidiaries based on its consolidated borrowing rates plus 200 basis
points. For the six months ended June 30, 1997 and 1998, the average interest
rate charged to the System by Vanguard was approximately 11%. Total interest
charged, net of amounts capitalized, from Vanguard to the System was $1,568
(unaudited) and $1,791 (unaudited) for the three months ended June 30, 1997
and 1998, respectively; and $3,072 (unaudited) and $3,560 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively.

Note 2. Significant Accounting and Reporting Policies:

   Use of Estimates

   The preparation of these financial statements and footnote disclosures in
accordance with generally accepted accounting principles requires the use of
certain estimates by management in determining the System's financial position
and results of operations. Actual results could differ from those estimates.

   Revenue Recognition

   Service fees are recognized at the time cellular services are provided.
Cellular telephone equipment revenues consist primarily of sales to
subscribers, which are recognized at the time equipment is delivered to the
subscriber, and equipment rentals, which are recognized monthly over the terms
of the rental agreement with the subscriber.

                                     F-45
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Cellular Telephone Inventories

   Inventories, consisting primarily of cellular telephones held for resale,
are valued at the lower of first-in, first-out (FIFO) cost or market.

   Deferred Cellular License Acquisition Costs

   The System's investment in deferred cellular license acquisition costs
consists of amounts paid for the acquisition of the Federal Communications
Commission construction permit to build and subsequently provide cellular
service in the Myrtle Beach RSA. The System amortizes its investment over 40
years. Amortization expense of $121 (unaudited) and $121 (unaudited) was
recorded for three months ended June 30, 1997 and 1998 respectively; and $242
(unaudited) and $242 (unaudited) for the six months ended June 30, 1997 and
1998, respectively.

   Property and Equipment

   Property and equipment are recorded at cost. Depreciation is calculated on
a straight-line basis for financial reporting purposes over the following
estimated useful lives:
Cellular telephones held for rental.............................    3 years
     Cellular telephone systems...................................... 7-20 years
     Office furniture and equipment.................................. 3-10 years
At June 30, 1998, construction in progress was composed primarily of the
cost of uncompleted additions to the System's cellular telephone systems. The
System capitalized interest costs of $14 (unaudited) and $7 (unaudited) in the
three-months ended June 30, 1997 and 1998, respectively, and $21 (unaudited)
and $17 (unaudited) for the six months ended June 30, 1997 and 1998,
respectively, as part of the cost of cellular telephone systems.

   During the first quarter of 1998, the System revised its estimate of the
useful life of cellular telephones held for rental from 3 years to 18 months
as more closely approximate its historical experience. This change increased
depreciation expense for the three-months ended June 30, 1998 by approximately
$400 (unaudited) and $800 (unaudited) for the six months ended June 30, 1998.

   Maintenance, repairs and minor renewals are charged to operations as
incurred. Gains or losses at the time of disposition of property and equipment
are reflected in the statements of operations currently.

   Cellular telephones are rented to certain customers generally with a
contract for a minimum length of service. Such customers have the option to
purchase the cellular telephone at any time during the term of the agreement.

   Long-Lived Assets

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of", management reviews for the impairment of long-lived
assets and certain identifiable intangibles, whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121 an impairment loss would be recognized when
estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount. No such impairment
losses have been identified by management.

                                     F-46
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Income Taxes

   The System accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes", which requires the use of the "asset and
liability method" of accounting for income taxes. Accordingly, deferred income
tax liabilities and assets are determined based on the differences between the
financial statement and income tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. The System is included in the consolidated Federal income tax
return of Vanguard and its subsidiaries. The System records its share of
consolidated Federal income taxes as if the System filed a separate return.

Note 3. Future Cash Flow Requirements:

   The System's ability to sustain its current and planned operations,
maintain adequate working capital and make required or planned capital
expenditures will depend on its ability to generate sufficient cash flow from
operations and obtain additional financing from Vanguard in the form of
interest bearing advances. During the six months ended June 30, 1997 and 1998,
the System received $4,945 (unaudited) and $499 (unaudited), respectively, of
these advances.

Note 4. Income Taxes:

   For Federal income tax reporting purposes, the System's identified portion
of Vanguard's consolidated net operating loss carryforward was approximately
$20,700 at December 31, 1997. These losses may be used to reduce future
taxable income, if any, and expire through 2012. The primary differences
between the accumulated deficit for financial reporting purposes and the
income tax loss carryforwards relate to differences in the treatment of
deferred cellular license acquisition costs and differences in the
depreciation methods and estimated useful lives of property and equipment.

   Deferred income taxes are provided for the temporary differences between
the financial reporting and income tax bases of the System's assets and
liabilities. The components of net deferred taxes as of June 30, 1998 were as
follows:
June 30,
                                                                        1998
                                                                     -----------
                                                                     (unaudited)
Deferred income tax assets:
      Net operating loss carryforward...............................   $8,424
      Other liabilities and reserves................................      247
                                                                       ------
       Total deferred income tax assets.............................    8,671
                                                                       ------
     Deferred income tax liabilities:
      Unamortized deferred cellular license acquisition costs.......      760
      Property and equipment........................................      421
                                                                       ------
       Total deferred income tax liabilities........................    1,181
                                                                       ------
     Net deferred income taxes......................................   $7,490
                                                                       ======
Based on substantial capital gains expected to be realized during 1998 by
Vanguard, for the year ended December 31, 1997, the System recognized a net
deferred income tax benefit of $6,892 upon reversal of the

                                     F-47
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

previously provided valuation allowance on its net deferred income tax assets.
For the six months ended June 30, 1998, the System recognized a net deferred
income tax benefit of $598 (unaudited) related to operating losses generated
during the period.

   A reconciliation between income taxes computed at the statutory Federal
rate of 35% and the reported income tax benefit is as follows:
For the             For  he
                                       Three Months Ended  Six Months Ended
                                            June 30,           June 30,
                                       --------------------------------------
                                         1997       1998     1997      1998
                                       ---------  -----------------  --------
                                                   (unaudited)
Amount at statutory Federal rate... $    (211) $    135 $   (633) $   (548)
   Change in valuation allowance......       231                692       --
   Other..............................       (20)       13      (59)      (50)
                                       ---------  -------- --------  --------
   Income tax benefit................. $     --   $    148 $    --   $   (598)
                                       =========  ======== ========  ========
Note 5. Operating Leases:

   The System leases office space and land under noncancelable operating
leases expiring through 2004. The future minimum rental payments required
under these lease agreements as of December 31, 1997, were as follows:
1998.................................. $  562
            1999..................................    508
            2000..................................    508
            2001..................................    485
            2002..................................    438
            Thereafter............................  4,686
                                                   ------
                                                   $7,187
                                                   ======
Rent expense under these leases was $127 (unaudited) and $170 (unaudited)
for the three-months ended June 30, 1997 and 1998, respectively; and $254
(unaudited) and $340 (unaudited) for the six months ended June 30, 1998,
respectively.

Note 6. Transactions with Parent and Affiliates:

   At December 31, 1997, Vanguard has pledged its investment in the stock of
the Company as well as the assets of the System as security for debt of
Vanguard totaling $569,000.

   Operations Management Agreement

   The System is charged a management fee by Vanguard based upon a percentage
of service fees. The management fee expense under this agreement was $612
(unaudited) and $648 (unaudited) for the three months ended June 30, 1997 and
1998, respectively; and $890 (unaudited) and $1,106 (unaudited) for the six
months ended June 30, 1997 and 1998, respectively.

                                     F-48
MYRTLE BEACH SYSTEM OF VANGUARD CELLULAR SYSTEMS
                            OF SOUTH CAROLINA, INC.

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   Services Provided by Vanguard

   Vanguard performs certain services and incurs certain costs for the System.
Services provided include treasury, human resources, legal, technical support,
data processing, financial accounting, marketing, and other general corporate
services. The costs of the services provided by Vanguard have been allocated
to the System based upon the System's annual subscriber activations and
subscriber base as a percentage of Vanguard's total annual subscriber
activations and total subscriber base. Corporate costs of Vanguard totaling
$422 (unaudited), and $438 (unaudited), have been allocated to the System for
the three-months ended June 30, 1997 and 1998, respectively; and $740
(unaudited) and $878 (unaudited) have been allocated to the System for the
six-months ended June 30, 1997 and 1998, respectively. In the opinion of
management, the method of allocating these costs is believed to be reasonable.
However, the costs of these services charged to the System are not necessarily
indicative of the costs that would have been incurred if the System had
performed these functions.

   Other Transactions

   During 1997, the System added certain engineering and managerial functions
and incurred costs for such functions totaling $45 (unaudited) and $96
(unaudited) for the three months and six months ended June 30, 1997,
respectively. These services benefited the System and other Vanguard markets;
however, none of these costs has been allocated to other markets. For the
three and six months ended June 30, 1998, such costs totaled approximately $0
(unaudited) and $55 (unaudited), respectively. Those costs are included in
general and administrative expenses in the accompanying statement of
operations.

   Employee benefits costs are incurred by Vanguard and are allocated to the
System based on an overall percentage of salaries expense. Such costs totaled
$131 (unaudited), and $115 (unaudited) for the three months ended June 30,
1997 and 1998, respectively, and $240 (unaudited) and $249 (unaudited) for the
six months ended June 30, 1997 and 1998, respectively, and are included in
general and administrative expenses in the accompanying statements of
operations. For purposes of these financial statements, these costs are
assumed to be fully funded by the System.

Note 7. Sale of System Assets:

   Effective at the close of the business on June 30, 1998, the Company sold
substantially all of the assets of the System to Triton PCS, Inc. for a
purchase price of approximately $162.5 million.

                                     F-49
Triton PCS Holdings Inc.
          Unaudited Pro Forma Condensed Combined Financial Statements

   On June 30, 1998, Triton acquired an existing cellular system which serves
the South Carolina/Georgetown rural service area for a purchase price of
approximately $164.5 million from Vanguard Cellular Systems. The effects of
the acquisition are reflected in Triton's historical balance sheets after that
date. In addition, as Triton recorded the results of operations of the Myrtle
Beach system from the date of acquisition, its combined statement of
operations for the year ended December 31, 1998 includes the actual Myrtle
Beach results, as well as the impact of purchase accounting adjustments for
the six months ended December 31, 1998. The accompanying pro forma statement
of operations reflects Triton's results assuming the Myrtle Beach transaction
had occurred on January 1, 1998. Since the pro forma financial statements are
based upon the financial condition and operating results of the Myrtle Beach
system during periods when they were not under the control or management of
Triton, the information presented may not be indicative of the results which
would have actually been obtained had the acquisition been completed as of
January 1, 1998, nor are they indicative of future financial or operating
results. The unaudited pro forma financial information does not give effect to
any synergies that may occur due to the integration of Triton and the Myrtle
Beach system. The condensed combined pro forma financial statements should be
read in conjunction with the historical audited financial statements of Triton
PCS Holdings, Inc. and the notes thereto, as well as the audited historical
consolidated financial statements of Vanguard Cellular Systems of South
Carolina, Inc. and the notes thereto included elsewhere in this prospectus.

                                     F-50
Triton PCS Holdings, Inc.
         Unaudited Pro Forma Condensed Combined Statement of Operations
                      For the Year Ended December 31, 1998
                        ($000, except per share amounts)
Triton PCS      Myrtle     Pro Forma  Pro Forma
                              Holdings, Inc. Beach System Adjustments Combined
                              -------------- ------------ ----------- ---------
Revenues:...................     $ 16,578      $14,538     $     --   $ 31,116
Costs and expenses
  Costs of revenues.........        5,997        2,755           --      8,752
  Operations................       13,045          --            --     13,045
  Marketing and selling.....        1,703        2,215           --      3,918
  General and
   administrative...........        8,570        4,486           --     13,056
  Depreciation and
   amortization.............        6,663        3,080         1,889    11,632
                                 --------      -------     ---------  --------
    Total costs and
     expenses...............       35,978       12,536         1,889    50,403
                                 --------      -------     ---------  --------
Income (loss) from
 operations.................      (19,400)       2,002        (1,889)  (19,287)
Interest expense and other,
 net........................       19,756        3,566         8,361    31,683
                                 --------      -------     ---------  --------
Loss before taxes...........      (39,156)      (1,564)      (10,250)  (50,970)
Tax benefit.................        7,536          598          (598)    7,536
                                 --------      -------     ---------  --------
Net loss....................      (31,620)     $  (966)    $ (10,848)  (43,434)
                                               =======     =========
Accretion of preferred
 stock......................       (6,853)                              (6,853)
                                 --------                             --------
Net loss available to common
 shareholders...............     $(38,473)                            $(50,287)
                                 ========                             ========
Basic and diluted net loss
 per common share...........     $(182.77)                            $(238.89)
                                 ========                             ========
Weighted average common
 shares outstanding (basic
 and diluted)...............      210,501                              210,501
                                 ========                             ========
F-51
Triton PCS Holdings, Inc.
          Notes to Pro Forma Condensed Combined Financial Statements

   The Myrtle Beach acquisition has been accounted for by the purchase method
and, accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The pro forma adjustments related to the purchase price allocation of the
acquisition represent our best estimate of the effects of the acquisition.

   The pro forma statement of operation adjustments for the year ended
December 31, 1998 consist of:

  .  Pro forma depreciation and amortization expense has been adjusted to
     reflect the amortization of the intangibles recorded in the purchase of
     the Myrtle Beach system and the adjusted depreciation expense related to
     the fixed assets purchased over an estimated useful life of eight years.

  .  Pro forma interest expense includes (1) interest on the Subordinated
     Debt at a rate of 11% per year and (2) interest on the $75.0 million of
     initial borrowings under the Credit Agreement at a rate of 8.5%. The
     impact of a 1/8% change in the interest rate on the Credit Facility
     would increase the pro forma loss of $0.04 million.

  .  The pro forma tax provision has been adjusted to reverse the $598 tax
     benefit recorded by the Myrtle Beach system for the six months ended
     June 30, 1998 as it is directly related to the transaction.

                                     F-52
Photo collage showing the following:

      (1) Customer care center employees at customer care stations;
      (2) Cell site;
      (3) Individual talking on a wireless phone;
      (4) SunCom marketing van in front of SunCom retail store;
      (5) Nokia wireless phone; and
      (6) Customer interaction at representative store.

   Triton PCS, AT&T and SunCom logos also displayed.
[LOGO OF TRITON PCS, INC. APPEARS HERE]
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting offers to buy these  +
+securities in any jurisdiction where the offer or sale is not permitted.      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[Alternate international cover]
PROSPECTUS (Subject to Completion)
Issued August 13, 1999
                                       Shares
                    [LOGO OF TRITON PCS, INC. APPEARS HERE]
                           Triton PCS Holdings, Inc.
                                  COMMON STOCK

                                  -----------

Triton PCS Holdings, Inc. is offering     shares of its common stock. This is
our initial public offering and no public market currently exists for our
shares. We anticipate that the initial public offering price will be between $
and $  per share.

                                  -----------

We intend to apply for quotation of the common stock on the Nasdaq National
Market under the symbol "TPCS."

                                  -----------

Investing in our common stock involves risks. See "Risk Factors" beginning on
page 7.

                                  -----------

                               PRICE $    A SHARE

                                  -----------
Underwriting
                                                    Price   Discounts   Proceeds
                                                      to       and         to
                                                    Public Commissions   Triton
                                                    ------ ------------ --------
Per Share..........................................  $         $          $
Total.............................................. $         $          $
Triton PCS Holdings, Inc. has granted the underwriters the right to purchase up
to an additional     shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
complete or truthful. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on      , 1999.

                                  -----------

MORGAN STANLEY DEAN WITTER                                       LEHMAN BROTHERS

SALOMON BROTHERS INTERNATIONAL

               FIRST UNION CAPITAL MARKETS CORP.

                                                               J.P. MORGAN & CO.

       , 1999
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

   The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee and the NASD
filing fee. All of these fees are being paid by Triton.
Registration Fee.................................................... $34,750
   NASD Filing Fee.....................................................  13,000
   Blue Sky Fees and Expenses..........................................       *
   Legal Fees and Expenses.............................................       *
   Accounting Fees and Expenses........................................       *
   Printing and Engraving Fees.........................................       *
   Miscellaneous.......................................................       *
                                                                        -------
   Total............................................................... $     *
                                                                        =======
--------
   * To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

   The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the
corporation, directors must exercise an informed business judgment based on
all material information reasonably available to them. In the absence of the
limitations authorized by the Delaware statute, directors could be accountable
to corporations and their stockholders for monetary damages for conduct that
does not satisfy their duty of care. Although the statute does not change
directors' duty of care, it enables corporations to limit available relief to
equitable remedies such as injunction or rescission. The restated certificate
of incorporation limits the liability of Triton's directors to Triton or its
stockholders to the fullest extent permitted by the Delaware statute.
Specifically, the directors of Triton will not be personably liable for
monetary damages for breach of a director' s fiduciary duty as a director,
except for liability (i) for any breach of the director' s duty of loyalty to
Triton or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law (which relates to
the unlawful payment of dividend or unlawful stock purchase or redemption by a
corporation) or (iv) for any transaction from which a director derived an
improper personal benefit. The inclusion of this provision in the restated
certificate of incorporation may have the effect of reducing the likelihood of
derivative litigation against directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefited Triton and its stockholders. In addition, pursuant to
the terms of the employment agreements with Messrs. Kalogris and Skinner, we
have purchased directors' and officers' liability insurance coverage for them
in amounts customary for similarly situated companies.

Item 15. Recent Sales of Unregistered Securities

   In October 1997, the Registrant issued to Michael Kalogris and Steven
Skinner 78,494.80 shares and 58,871.10 shares, respectively, of its Common
Stock in connection with the Registrant's formation. The

                                     II-1
aggregate consideration paid for such securities was $1,373.66. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In February 1998, the Registrant issued to one of its executive officers
3,139.79 shares of its Common Stock in connection with the anticipated closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $31.40. Such securities
were issued pursuant to the exemption set forth in Section 4(2) of the
Securities Act.

   In February 1998, the Registrant issued to AT&T Wireless PCS, Inc. 732,371
shares of its Series A Convertible Preferred Stock and 366,131 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $109,850,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In February 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 1,400,000 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the Securities Purchase Agreement. The aggregate
consideration paid for such securities was $45.0 million paid at the time of
the transaction and irrevocable commitments to contribute an additional
aggregate $95.0 million to the Registrant over a three-year period. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In February 1998, the Registrant issued to several officers of the
Registrant 196,237 shares of its Common Stock in connection with the closing
of the transactions contemplated by the Securities Purchase Agreement. The
aggregate consideration paid for such securities was $1,962.37. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In March 1998, the Registrant issued to one of its institutional
stockholders 80,000 shares of its Series C Convertible Preferred Stock. The
aggregate consideration paid for such securities was $8.0 million. Such
securities were issued pursuant to the exemption set forth in Section 4(2) of
the Securities Act.

   In May 1998, the Registrant issued to J.P. Morgan Securities Inc., Chase
Securities Inc. and Lehman Brothers Inc. $511,989,000 principal amount at
maturity of 11% Senior Subordinated Discount Notes due 2008. The aggregate
consideration paid for such securities was approximately $291.0 million in net
proceeds. Such securities were issued pursuant to the exemption set forth in
Section 4(2) of the Securities Act.

   In June 1998, the Registrant issued to each of its two independent
directors 707 shares of its Common Stock under its Restated Common Stock Trust
for Management Stockholders and Independent Directors. The aggregate
consideration paid for such securities was $14.14. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

   In June 1998, the Registrant issued to its institutional stockholders an
aggregate of 270,000 shares of its Series C Convertible Preferred Stock in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $27.0 million. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In June 1998, the Registrant issued to its management stockholders and
independent directors 30,846.72 shares of its Common Stock under its Restated
Common Stock Trust for Management Stockholders and Independent Directors in
connection with the closing of the Myrtle Beach Acquisition. The aggregate
consideration paid for such securities was $308.47. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In December 1998, the Registrant redeemed from two of its institutional
stockholders an aggregate of 35,602 shares of its Series C Convertible
Preferred Stock. The aggregate purchase price paid for such securities was
$3,560,200. The Registrant contemporaneously reissued to its other
institutional stockholders the 35,602

                                     II-2
shares of its Series C Convertible Preferred Stock. The aggregate
consideration paid for such securities was $3,560,200. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In December 1998, the Registrant issued to AT&T Wireless PCS Inc.
134,813.49 shares of its Series D Convertible Preferred Stock in connection
with the closing of the Norfolk Acquisition. The aggregate value of such
securities was $13,481,349 and the shares were issued in partial consideration
of AT&T Wireless' sale to the Registrant of personal communications services
licenses and other assets. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

   In December 1998, the Registrant issued to several institutional investors
and two of its executive officers an aggregate of 165,186.51 shares of its
Series C Convertible Preferred Stock in connection with the closing of the
Norfolk Acquisition. The aggregate consideration paid for such securities was
$16,518,651. Such securities were issued pursuant to the exemption set forth
in Section 4(2) of the Securities Act.

   In December 1998, the Registrant issued to its management stockholders and
independent directors an aggregate of 25,940.17 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the Norfolk
Acquisition. The aggregate consideration paid for such securities was $259.40.
Such securities were issued pursuant to the exemption set forth in Section
4(2) of the Securities Act.

   In January 1999, the Registrant issued to one of its executive officers
2,684.59 shares of its Common Stock. The aggregate consideration paid for such
securities was $26.85. Such securities were issued pursuant to the exemption
set forth in Section 4(2) of the Securities Act.

   In June 1999 the Registrant issued to AT&T Wireless PCS, Inc. 53,881.64
shares of its Series A Convertible Preferred Stock and 42,738.98 shares of its
Series D Convertible Preferred Stock in connection with the closing of the
transactions contemplated by the License Exchange and Acquisition Agreement.
The aggregate value of such securities was $9,662,062 and the shares were
issued in partial consideration of AT&T Wireless' contribution to the
Registrant of personal communications services licenses. Such securities were
issued pursuant to the exemption set forth in Section 4(2) of the Securities
Act.

   In June 1999, the Registrant issued to its management stockholders and
independent directors an aggregate of 4,748.78 shares of its Common Stock
under its Restated Common Stock Trust for Management Stockholders and
Independent Directors in connection with the closing of the transactions
contemplated by the License Exchange and Acquisition Agreement. The aggregate
consideration paid for such securities was $47.49. Such securities were issued
pursuant to the exemption set forth in Section 4(2) of the Securities Act.

   In June 1999, the Registrant issued to each of thirteen of its officers
1,842 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $239.46. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.

   In July 1999, the Registrant issued to one of its officers 1,842 shares of
its Common Stock under its Restated Common Stock Trust for Management
Stockholders and Independent Directors. The aggregate consideration paid for
such securities was $18.42. Such securities were issued pursuant to the
exemption set forth in Section 4(2) of the Securities Act.

   In August 1999, the Registrant issued to four of its officers an aggregate
of 15,500 shares of its Common Stock under its Restated Common Stock Trust for
Management Stockholders and Independent Directors. The aggregate consideration
paid for such securities was $155.00. Such securities were issued pursuant to
the exemption set forth in Section 4(2) of the Securities Act.

                                     II-3
Item 16. Exhibits and Financial Statement Schedules

Exhibit Index
Exhibit
 -------
*1.1  Form of Underwriting Agreement
     3.1  Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
     3.2  Amendment to the Restated Certificate of Incorporation of Triton PCS
          Holdings, Inc. dated November 27, 1998.
     3.3  Amendment to the Restated Certificate of Incorporation of Triton PCS
          Holdings, Inc. dated May 28, 1999.
     3.4  Amended and Restated Bylaws of Triton PCS Holdings, Inc.
    *4.1  Specimen Common Stock Certificate
    *5.1  Opinion of Dow Lohnes & Albertson, pllc regarding the validity of the
          common stock.
  **10.1  Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
          Guarantors party thereto and PNC Bank, National Association.
 ***10.2  First Supplemental Indenture, dated as of March 30, 1999, to the
          Indenture dated as of May 4, 1998
  **10.3  Credit Agreement, dated as of February 3, 1998 (the "Credit
          Agreement"), among Triton PCS, Inc., Triton PCS Holdings, Inc., the
          Lenders (as defined therein) party thereto, and The Chase Manhattan
          Bank, as administrative agent.
  **10.4  First Amendment, Consent and Waiver, dated as of April 16, 1998, to
          the Credit Agreement
  **10.5  Second Amendment, dated as of July 29, 1998, to the Credit Agreement
 ***10.6  Fourth Amendment, dated as of March 29, 1999, to the Credit Agreement
  **10.7  Securities Purchase Agreement, dated as of October 8, 1997, (the
          "Securities Purchase Agreement") among AT&T Wireless PCS, Inc., the
          cash equity investors listed on the signature pages thereto, the
          management stockholders listed on the signature pages thereto and
          Triton PCS, Inc., now known as Triton PCS Holdings, Inc.
  **10.8  Amendment No. 1 to Securities Purchase Agreement, dated as of March
          10, 1998.
  **10.9  Closing Agreement, dated as of February 4, 1998, among AT&T Wireless
          PCS, Inc., the cash equity investors listed on the signature pages
          thereto, the management stockholders listed on the signature pages
          thereto, and Triton PCS Holdings, Inc.
  **10.10 Asset Purchase Agreement, dated as of March 10, 1998, between Triton
          PCS, Inc. and Vanguard Cellular Systems of South Carolina, Inc.
  **10.11 Preferred Stock Purchase Agreement by and among Cash Equity
          Investors, Management Stockholders, Independent Directors, and Triton
          PCS Holdings, Inc. dated as of June 29, 1998.
   *10.12 License Exchange and Acquisition Agreement dated as of June 8, 1999
          by and among Triton PCS Holdings, Inc., Triton PCS License Company
          L.L.C., and AT&T Wireless PCS, Inc.
   *10.13 Preferred Stock Repurchase and Issuance Agreement, dated as of
          December 7, 1998 by and among J.P. Morgan Investment Corporation,
          Sixty Wall Street SBIC Fund, L.P., the investors listed as cash
          equity investors on the signature pages thereto, Triton PCS Holdings,
          Inc., and certain of Triton PCS Holdings, Inc.'s other stockholders
          listed on the signature pages thereto.
   *10.14 Norfolk Preferred Stock Purchase Agreement, dated as of December 31,
          1998 by and among the cash equity investors listed on Schedule I
          thereto, the management stockholders listed on Schedule II thereto,
          the independent directors listed on Schedule III thereto, and Triton
          PCS Holdings, Inc.
  **10.15 AT&T Wireless Services Network Membership License Agreement, dated as
          of February 4, 1998, between AT&T Corp. and Triton PCS Operating
          Company L.L.C.
   *10.16 Amendment No. 1 to AT&T Wireless Services Network Membership License
          Agreement, dated as of December 31, 1998, between AT&T Corp. and
          Triton PCS Operating Company L.L.C.
   *10.17 Amendment No. 2 to AT&T Wireless Services Network Membership License
          Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton
          PCS Operating Company L.L.C.
  **10.18 Stockholders Agreement, dated as of February 4, 1998, among AT&T
          Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital Investors,
          L.P., J.P. Morgan Investment Corporation, Sixty Wall
II-4
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
           linked Investors-II, Toronto Dominion Capital (USA), Inc., First
           Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, Patricia
           Gallagher and David Standig.t
    *10.19 Amendment No. 1 to Stockholders Agreement, dated as of December 31,
           1998, among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB
           Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty
           Wall Street SBIC Fund, L.P., Private Equity Investors III, L.P.,
           Equity-linked Investors-II, Toronto Dominion Capital (USA), Inc.,
           First Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
           Standig, Michael Mears, Michael E. Kalogris, as Trustee under
           Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated June 26, 1998, Scott
           Anderson and John Beletic.
    *10.20 Amendment No. 2 to Stockholders Agreement, dated as of June 8, 1999,
           among AT&T Wireless PCS, Inc., Triton PCS Holdings, Inc., CB Capital
           Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
           Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-
           linked Investors-II, Toronto Dominion Capital (USA), Inc., First
           Union Capital Partners, Inc., DAG-Triton PCS, L.P., Michael E.
           Kalogris, Steven R. Skinner, David D. Clark, Clyde Smith, David
           Standig, Michael Mears, Michael E. Kalogris, as Trustee under
           Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated June 26, 1998, Scott
           Anderson and John Beletic.
   **10.21 Investors Stockholders' Agreement, dated as of February 4, 1998,
           among CB Capital Investors, L.P., J.P. Morgan Investment
           Corporation, Sixty Wall Street SBIC Fund, L.P., Private Equity
           Investors III, L.P., Equity-Linked Investors-II, Toronto Dominion
           Capital (USA), Inc., DAG-Triton PCS, L.P., First Union Capital
           Partners, Inc., and the stockholders named therein.
   **10.22 Intercarrier Roamer Service Agreement, dated as of February 4, 1998,
           between AT&T Wireless Services, Inc. and Triton PCS Operating
           Company L.L.C.
    *10.23 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as
           of December 31, 1998, between AT&T Wireless Services, Inc. and
           Triton PCS Operating Company L.L.C.
    *10.24 Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as
           of June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
           Operating Company L.L.C.
 **++10.25 Ericsson Acquisition Agreement, dated as of March 11, 1998, between
           Triton Equipment Company L.L.C. and Ericsson, Inc.
 ++++10.26 First Addendum to Acquisition Agreement, dated as of May 24, 1999,
           between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
   **10.27 Employment Agreement, dated as of February 4, 1998, among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
           Kalogris.
   **10.28 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.
   **10.29 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.
   **10.30 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.
   **10.31 Employment Agreement, dated as of January 8, 1998, between Triton
           Management Company and Clyde Smith.
   **10.32 Employment Agreement, dated as of February 4, 1998, between Triton
           Management Company and Steven R. Skinner.
   **10.33 Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
           among Triton Management Company, Inc., Triton PCS Holdings, Inc.,
           and Steven R. Skinner.
   **10.34 Amendment No. 2 to the Employment Agreement by and among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
           Skinner, dated December 1998.
   **10.35 Amendment No. 3 to the Employment Agreement by and among Triton
           Management Company, Inc., Triton PCS Holdings, Inc. and Steven R.
           Skinner, dated June 8, 1999.
II-5
**10.36 Amended and Restated Common Stock Trust Agreement for Management
           Employees and Independent Directors, dated as of June 26, 1998.
   **10.37 Form of Pledge Agreement, dated as of February 4, 1998, between
           certain shareholders and Triton PCS, Inc. Each of (a) Michael E.
           Kalogris, (b) Steven R. Skinner, (c) Sixty Wall Street SBIC Fund,
           L.P., (d) CB Capital Investors, L.P., (e) J.P. Morgan Investment
           Corporation, (f) DAG-Triton PCS, L.P., (g) First Union Capital
           Partners, Inc., (h) Toronto Dominion Capital (USA), Inc. and
           (i) Private Equity Investors III, L.P., are party to separate Pledge
           Agreements. The terms of each Pledge Agreement are identical other
           than (1) the shareholder party thereto and (2) the number of shares
           of stock held by such shareholder and, therefore, the number of
           shares subject to the applicable Pledge Agreement.
 **++10.38 Master Tower Site Lease Agreement, dated as of May 28, 1998, between
           Triton PCS Property Company L.L.C. and AT&T Corp.
   **10.39 Independent Director Stock Award Plan adopted as of February 4,
           1998.
   **10.40 Asset Purchase Agreement dated as of August 20, 1998 between Triton
           PCS Holdings, Inc. and AT&T Wireless PCS, Inc.
   **10.41 Asset Purchase Agreement, dated as of July 13, 1999, among Triton
           PCS Operating Company, L.L.C., Triton PCS Property Company L.L.C.
           and American Tower, L.P.
   **10.42 Form of Stockholders Letter Agreement for management employees.
   **10.43 Form of Stockholders Letter Agreement for independent directors.
   **10.44 Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan.
 ****16.1  Letter from KPMG, LLP.
     21.1  Subsidiaries of Triton PCS Holdings, Inc.
    *23.1  Consent of Dow, Lohnes & Albertson, PLLC (included in their opinion
           filed as Exhibit 5.1).
     23.2  Consent of KPMG LLP.
     23.3  Consent of Arthur Andersen LLP.
     24.1  Power of Attorney (set forth on the signature page of this
           registration statement).
     27.1  Financial Data Schedule
--------
   * To be filed by amendment.
   ** Previously filed with the registration statement on Form S-4 of Triton
PCS, Inc. and its subsidiaries, dated October 1, 1998, or pre-effective or
post-effective amendments thereto and incorporated herein by reference.
   *** Previously filed with the Form 10-Q of Triton PCS, Inc. and its
subsidiaries for the period ended March 31, 1999 and incorporated herein by
reference.
   **** Previously filed with the Current Report on Form 8-K, dated July 22,
1999, of Triton PCS, Inc. and its subsidiaries.
   ++ Portions of this exhibit have been omitted under an SEC order granting
confidential treatment under the Securities Act.
   ++++ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment, and the omitted portions have been filed separately
with the Securities and Exchange Commission,

Financial Statement Schedule

                       VALUATION AND QUALIFYING ACCOUNTS
                                   ($000's)
Deductions
                                    Additions   credited
                         Balance at charged to     to         Add      Balance
                         Beginning   cost and  costs and  Myrtle Beach at end
                          of year    expenses   expenses  acquisitions  year
                         ---------- ---------- ---------- ------------ -------
Year ended December 31,
 1997...................    --          --         --          --         --
Allowance for doubtful
 accounts...............    --          --         --          --         --
Year ended December 31,
 1998...................    --          --         --          --         --
Allowance for doubtful
 accounts...............    --         $636       $480        $915     $1,071
II-6
Item 17. Undertakings

   The undersigned Registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim of
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit paid by
a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted against the Registrant
by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.

   The undersigned Registrant hereby undertakes that:

     1. For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as a part of this
  Registration Statement in reliance upon Rule 430A and contained in the form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed part of this Registration
  Statement as of the time it was declared effective.

     2. For the purpose of determining any liability under the Securities
  Act, each post-effective amendment that contains a form of prospectus shall
  be deemed to be a new Registration Statement relating to the securities
  offered therein, and the offering of such securities at such time shall be
  deemed to be the initial bona fide offering thereof.

                                     II-7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Triton PCS
Holdings, Inc. has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Malvern,
Commonwealth of Pennsylvania, on August 13, 1999.

                                          Triton PCS Holdings, Inc.

                                                  /s/ Michael Kalogris
                                          By: _________________________________
                                                      Michael Kalogris
                                                Chief Executive Officer and
                                                  Chairman of the Board of
                                                         Directors

                               POWER OF ATTORNEY

   Triton PCS Holdings, Inc., a Delaware corporation, and each person whose
signature appears below constitutes and appoints Michael Kalogris and David
Clark, and either of them, with full power to act without the others, such
person's true and lawful attorneys-in-fact, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement, and any and all amendments
thereto (including, without limitation, post-effective amendments and any
subsequent registration statement filed pursuant to Rule 462(b) or Rule 462(d)
under the Securities Act of 1933, as amended), and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature                          Title                   Date
              ---------                          -----                   ----
/s/ Michael Kalogris            Chief Executive Officer      August 13, 1999
______________________________________  and Chairman of the Board
           Michael Kalogris             of Directors (Principal
                                        Executive Officer)

        /s/ Steven Skinner             President, Chief Operating   August 13, 1999
______________________________________  Officer and Director
            Steven Skinner

        /s/ David D. Clark             Senior Vice President,       August 13, 1999
______________________________________  Chief Financial Officer
            David D. Clark              and Secretary (Principal
                                        Financial Officer)
II-8
/s/  William A. Robinson           Vice President and           August 13, 1999
______________________________________  Controller (Principal
         William A. Robinson            Accounting Officer)

       /s/  Scott Anderson             Director                     August 13, 1999
______________________________________
            Scott Anderson

        /s/  John Beletic              Director                     August 13, 1999
______________________________________
             John Beletic

       /s/  Arnold Chavkin             Director                     August 13, 1999
______________________________________
            Arnold Chavkin

      /s/  Mary Hawkins-Key            Director                     August 13, 1999
______________________________________
           Mary Hawkins-Key

        /s/  John Watkins              Director                     August 13, 1999
______________________________________
             John Watkins
II-9