-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RlZB1AWARiJ7/ceBuaoRkfMA2PHN+goKltH34o271abGpkqkXYmG6UA8UuwPLA94 13C07UWcYk8gGbkwad5cWg== 0001144204-07-034137.txt : 20070628 0001144204-07-034137.hdr.sgml : 20070628 20070628172207 ACCESSION NUMBER: 0001144204-07-034137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 GROUP MEMBERS: J.P. MORGAN CAPITAL, L.P. GROUP MEMBERS: SIXTY WALL STREET FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNCOM WIRELESS HOLDINGS, INC. CENTRAL INDEX KEY: 0001091973 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 232974475 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58313 FILM NUMBER: 07947808 BUSINESS ADDRESS: STREET 1: 1100 CASSATT ROAD CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 6106515900 MAIL ADDRESS: STREET 1: 1100 CASSATT ROAD CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: TRITON PCS HOLDINGS INC DATE OF NAME CHANGE: 19990728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBCI, L.P. CENTRAL INDEX KEY: 0001106535 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122702503 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: JP MORGAN PARTNERS 23A SBIC LP DATE OF NAME CHANGE: 20010117 FORMER COMPANY: FORMER CONFORMED NAME: CB CAPITAL INVESTORS LLC DATE OF NAME CHANGE: 20000211 SC 13D/A 1 v079628_13da.htm
Schedule13D
  
CusipNo.86775103
    
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
SunCom Wireless Holdings, Inc.
(Name of Issuer)
 
   Common Stock, par value $0.01 per share   
(Title of Class of Securities)
 
          86775 10 3      
(CUSIP Number)
 
Brad Finkelstein
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
Telephone: (212) 728-5671
 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
          May 15, 2007         
(Date of Event which Requires Filing of this Amendment)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box ¨
 
Note: The information required on the remainder of this cover page shall not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
 
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Schedule13D
  
CusipNo.86775103
    
 
 
 
1     NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    J.P. Morgan Partners (23A), L.P.
    (formerly known as J.P. Morgan Partners (23A SBIC) L.P.) 13-337-6808
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý 
3     SEC USE ONLY
4     SOURCE OF FUNDS
    OO
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6     CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH
7    SOLE VOTING POWER
        0
 
8    SHARED VOTING POWER
    907,815 Class A Common Stock
 
9    SOLE DISPOSITIVE POWER
        0
 
10    SHARED DISPOSITIVE POWER
    907,815 Class A Common Stock
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    907,815 Class A Common Stock
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                             ¨
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    1.5%
14     TYPE OF REPORTING PERSON
    PN
 
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Schedule13D
  
CusipNo.86775103
    

 
 
1     NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    J.P. Morgan Capital, L.P.
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) ¨
 (b) ý 
3     SEC USE ONLY
4     SOURCE OF FUNDS
        OO
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
        PURSUANT TO ITEMS 2(d) or 2(e)       ¨
6     CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH
7     SOLE VOTING POWER
0
 
8     SHARED VOTING POWER
    754,910 Class A Common Stock
 
9     SOLE DISPOSITIVE POWER
0
 
10     SHARED DISPOSITIVE POWER
    754,910 Class A Common Stock
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    754,910 Class A Common Stock
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                             ¨
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    1.27%
14     TYPE OF REPORTING PERSON
    PN
 
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Schedule13D
  
CusipNo.86775103
    

 
 
1     NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
    Sixty Wall Street Fund, L.P.
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ý
3     SEC USE ONLY
4     SOURCE OF FUNDS
    OO
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
        PURSUANT TO ITEMS 2(d) or 2(e)          ¨
6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH
7     SOLE VOTING POWER
0
 
8    SHARED VOTING POWER
    37,699 Class A Common Stock
 
9     SOLE DISPOSITIVE POWER
    0
 
10    SHARED DISPOSITIVE POWER
    37,699 Class A Common Stock
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    37,699 Class A Common Stock
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
    CERTAIN SHARES                             ¨
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    0.06%
14     TYPE OF REPORTING PERSON
    PN

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Schedule13D
  
CusipNo.86775103
    
 
Explanatory Note
 
Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby amends the Schedule 13D originally filed by J.P. Morgan Partners (23A SBIC), L.P., whose name has changed to J.P. Morgan Partners (23A), L.P. (“JPMP (23A)”), J.P. Morgan SBIC, LLC, whose name has changed to J.P. Morgan Investment LLC (“JPM Investment”), Sixty Wall Street SBIC Fund, L.P., whose name has changed to Sixty Wall Street Investment Fund, L.P. (“Sixty Wall Fund”), J.P. Morgan Capital, L.P. (“J.P. Morgan Capital”) and Sixty Wall Street Fund, L.P. (“Sixty Wall Fund”), on February 5, 2007, to disclose a material decrease in the percentage of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) of SunCom Wireless Holdings, Inc., a Delaware corporation (the “Issuer”) held by JPMP (23A), J.P. Morgan Capital, and Sixty Wall Fund, together the “Reporting Persons.” In the original Schedule 13D filing, JPM Investment and Sixty Wall Investment Fund reported the transfer of their shares of Class B Common Stock of the Issuer to J.P. Morgan Capital and Sixty Wall Fund, respectively, which were thereafter converted into Class A Common Stock in order to enable the Reporting Persons to consummate the reverse stock split and debt-for-equity exchange described in Item 4 below.
 
Item 1.
Security and Issuer
 
This Amendment relates to the Class A Common Stock. The principal executive offices of the Issuer are located at 375 Technology Drive, Malvern, PA 19355.
 
Item 2.
Identity and Background.
 
This Amendment is being filed by each of the following Reporting Persons: (i) J.P. Morgan Partners (23A), L.P. (formerly known as J.P. Morgan Partners (23A SBIC), L.P., J.P. Morgan Partners (23A SBIC), LLC and CB Capital Investors, L.P.), a Delaware limited Partnership, whose principal office is located at c/o J.P. Morgan Partners, LLC, 270 Park Avenue, New York, New York 10017, (ii) J.P. Morgan Capital L.P., a Delaware limited partnership, whose principal office is located at 270 Park Avenue, New York, New York 10017, and (iii) Sixty Wall Street Fund, L.P., a Delaware limited partnership, whose principal office is located at 270 Park Avenue, New York, New York 10017.

JPMP (23A) is engaged in the venture capital and leveraged buyout business. The General Partner of JPMP (23A) is J.P. Morgan Partners (23A Manager), Inc. (formerly known as J.P. Morgan Partners (23A SBIC Manager), Inc. and CB Capital Investors, Inc.), a Delaware corporation (hereinafter referred to as “JPMP Manager)”, whose principal business office is located at the same address as JPMP (23A). JPMP (Manager) is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP (Manager) (the “JPMP (Manager) Disclosed Parties”). As the general partner of JPMP (23A), JPMP (Manager) may be deemed to beneficially own the shares held by JPMP (23A).

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Schedule13D
  
CusipNo.86775103
    
 
JPMP (Manager) is a wholly-owned subsidiary of JPMorgan Chase Bank, National Association, a National Banking Association (hereinafter referred to as “JPM Chase Bank”) which is engaged in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase Bank (the “JPM Chase Bank Disclosed Parties”).

J.P. Morgan Capital is also engaged in the venture capital and leveraged buyout business. The general partner of J.P. Morgan Capital is J.P. Morgan Capital Management Company, L.P., a Delaware limited partnership (hereinafter referred to as “Capital Management”), whose principal business office is located at the same address as J.P. Morgan Capital. Capital Management is also engaged in the venture capital and leveraged buyout business. The general partner of Capital Management is J.P. Morgan Capital Management Company, L.L.C., a Delaware limited liability Company (hereinafter referred to as “Capital Management Co.”), whose principal business office is located at the same address as J.P. Morgan Capital. Capital Management Co. is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule C hereto and incorporated herein by reference are the names, business addresses and employments of each executive officer and director of Capital Management Co. (the “Capital Management Co. Disclosed Parties”).

Sixty Wall Fund is also engaged in the venture capital and leveraged buyout business and is owned principally by employees of JPMorgan Chase & Co., a Delaware corporation and its direct and indirect subsidiaries. Sixty Wall Fund co-invests with J.P. Morgan Capital and its subsidiaries. The general partner of Sixty Wall Fund is Sixty Wall Street Management Company, L.P., a Delaware limited partnership, whose principal business address is located at the same address as Sixty Wall Fund (hereinafter referred to as “Management Company”). Management Company is also engaged in the venture capital and leveraged buyout business. As the general partner of Sixty Wall, Management Company may be deemed to beneficially own the shares held by Sixty Wall Fund. Sixty Wall Street Management Company, L.L.C., a Delaware limited liability company (hereinafter referred to as “Management LLC”) is the general partner of Management Company whose principal business address is located at the same address as Sixty Wall Fund. Management LLC is also engaged in the venture capital and leveraged buyout business. As the general partner of Management Company, Management LLC may be deemed to beneficially own the shares held by Sixty Wall Fund. Management LLC is also engaged in the venture capital and leveraged buyout business. Set forth in Schedule D hereto and incorporated herein by reference are the names, business addresses and principal occupations and employments of each executive officer and director of Management LLC (the “Management LLC Disclosed Parties”).

JPM Chase Bank is a wholly-owned subsidiary of JPMorgan Chase & Co. (formerly known as The Chase Manhattan Corporation), a Delaware corporation (hereinafter referred to as “JPMorgan Chase”) which is engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. The sole member of each of Capital Management Co. and Management LLC is J.P. Morgan Investment Partners, L.P., whose general partner is JPMP Capital, LLC, a wholly owned subsidiary of JPMorgan Chase. Set forth in Schedule E hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase (the “JPMorgan Chase Disclosed Parties”), and together with the JPMP (Manager) Disclosed Parties, the JPM Chase Bank Disclosed Parties, the Capital Management Co. Disclosed Parties and the Management LLC Disclosed Parties, the “Disclosed Parties”).

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Schedule13D
  
CusipNo.86775103
    
 
During the last five years, no Reporting Person or, to the knowledge of such Reporting Person, no Disclosed Party related to such Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Sources and Amount of Funds or Other Consideration.
 
Not applicable.
 
 
As part of a recapitalization by the Issuer, the Issuer entered into an exchange agreement on January 31, 2007 with certain holders of the 9⅜% senior subordinated notes due 2011 and the 8¾% senior subordinated notes due 2011 issued by SunCom Wireless, Inc., an indirect wholly-owned subsidiary of the Issuer (“SunCom Wireless”). Under the exchange agreement, as amended on May 15, 2007, holders of SunCom Wireless’ subordinated notes party to the amended exchange agreement agreed to exchange their subordinated notes for shares of the Issuers’ Class A common stock.
 
  On May 15, 2007, the Issuer implemented a 1-for-10 reverse stock split to ensure that there existed sufficient authorized shares of Class A common stock to complete the debt-for-equity exchange contemplated by the exchange agreement. To accomplish this reverse stock split, the Issuer merged with SunCom Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer (“Merger Sub”). Pursuant to the merger agreement, each issued and outstanding share of Class A Common Stock of the Issuer was converted into 0.1 share of Class A Common Stock of the Issuer, as surviving corporation in the merger, with the contingent right to receive additional shares of Class A Common Stock of the Issuer, as the surviving corporation in the merger, totaling up to a maximum of 3% of the fully-diluted Class A Common Stock of the Issuer in the aggregate to all holders, in the event the Issuer fails to undertake certain actions related to a potential sale of the Issuer following the exchange and the merger. Each issued and outstanding share of common stock of Merger Sub was cancelled in exchange for no consideration.
 
Also on May 15, 2007, after giving effect to the merger and the reverse stock split, the Issuer consummated the equity-for-debt exchange. In connection with the equity-for debt exchange the Issuer entered into a registration rights agreement to register for resale the shares of Class A common stock received in exchange for tendered SunCom Wireless subordinated notes. On June 4, 2007, the Issuer filed a Registration Statement on Form S-3 to satisfy its obligations under the registration rights agreement.
 
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Schedule13D
  
CusipNo.86775103
    
 
As a result of the 1-for-10 reverse stock split, the Reporting Persons converted their outstanding shares of Class A Common Stock of the Issuer into 0.1 share of Class A Common Stock of the Issuer. As a result of the reverse stock split and debt-for-equity exchange, the Reporting Persons no longer beneficially own greater than 5% of outstanding Class A Common Shares.
 
Except as set forth above in this Item 4, none of the Reporting Persons have a present plan or proposal that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, each Reporting Person reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Issuer’s Common Stock to cease to be listed on the NASDAQ National Market System or causing the Common Stock to become eligible for termination of registration, under section 12(g) of the Exchange Act.
 
 
The beneficial ownership and ownership percentages set forth herein are as of May 15, 2007. All ownership percentages set forth herein assume that there are approximately 59,220,142 Shares outstanding, based on the approximate total number of shares provided by the Issuer on May 15, 2007 to be issued and outstanding as of May 15, 2007. Since the filing of the original Schedule 13D Statement on February 5, 2007, the Reporting Persons have decreased the percentage of shares of Class A Common Stock held as follows:
 
Name
Beneficial Ownership (%)
Sole Voting
Shared
Voting
Sole Disposition
Shared Disposition
JPMP (23A)
907,815
(1.5%)*
0
907,815
0
907,815
J.P. Morgan Capital
754,910
(1.27%)
0
754,910
0
754,910
Sixty Wall Fund
37,699
**
0
37,699
0
37,699
 
* JPMP (23A) directly holds 905,840 shares of Class A Common Stock. It may also be deemed to be the beneficial owner of 1,975 shares of Class A Common Stock held by Arnold L. Chavkin which it has an option to acquire which is currently exercisable. 
 
** Represents less than 1%.
 
Each Reporting Person is not responsible for the accuracy of any information filed in this Amendment relating to any Reporting Person other than itself and its related persons or entities.
 
No person other than JPMP (23A), J.P. Morgan Capital and Sixty Wall Fund, has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Issuer’s Class A Common Stock owned beneficially by JPMP (23A), J.P. Morgan Capital and Sixty Wall Fund.
 
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Schedule13D
  
CusipNo.86775103
    
 
 
Not applicable.
 
 
Not applicable.
 
9 of 19
 
Schedule13D
  
CusipNo.86775103
    
 
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment is true, complete and correct.
 
Dated: June 28, 2007    
     
     J.P. MORGAN PARTNERS (23A), L.P.
     
   
By:  J.P. MORGAN PARTNERS (23A MANAGER), INC.
        as General Partner
     
   
By:    /s/ Ana Capella Gomez-Acebo
 
 
                 Name: Ana Capella Gomez-Acebo
Title: Managing Director
     
     J.P. MORGAN CAPITAL, L.P.
     
    By: J.P. MORGANCAPITAL MANAGEMENT COMPANY, L.P.,
       as General Partner
     
   
By: J.P. MORGAN CAPITAL MANAGEMENT COMPANY, L.L.C.,
       as General Partner
     
   
By:    /s/ Ana Capella Gomez-Acebo
   
  Name: Ana Capella Gomez-Acebo
  Title: Managing Director
 
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Schedule13D
  
CusipNo.86775103
    
 
     
    SIXTY WALL STREET FUND, L.P.
     
   
By: SIXTY WALL STREET MANAGEMENT COMPANY, L.P.,
  as General Partner
     
   
By: SIXTY WALL STREET MANAGEMENT COMPANY, LLC,
       as General Partner
     
   
By:   /s/ Ana Capella Gomez-Acebo
   
Name: Ana Capella Gomez-Acebo
Title: Managing Director
     
     
 
 

 
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Schedule13D
  
CusipNo.86775103
    
 
SCHEDULE A
 
J.P. MORGAN PARTNERS (23A MANAGER), INC.
 
Executive Officers (1)

President
 
Ina R. Drew*
Managing Director
 
Joseph S. Bonocore*
Managing Director
 
Ana Capella Gomez-Acebo*
Managing Director
 
John C. Wilmot*
Managing Director and Treasurer
 
Richard Madsen*
Vice President
 
William T. Williams Jr*
Vice President and Secretary
 
Judah Shechter*
Vice President and Assistant Secretary
  
Elizabeth De Guzman*
 
Directors (1)
 
Ina R. Drew*
 
John C. Wilmot*
 
(1) Each of whom is a United States citizen except for Ana Capella Gomez-Acebo who is a citizen of Spain.

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

 
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Schedule13D
  
CusipNo.86775103
    
 
SCHEDULE B
 
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
 
Executive Officers (1)

President and Chief Executive Officer
 
James Dimon*
Chief Administrative Officer
 
Frank Bisignano*
Co-Chief Executive Officer, Investment Bank
  
Steven D. Black*
Chief Financial Officer
 
Michael J. Cavanagh*
General Counsel
  
Stephen M. Cutler*
Director of Human Resources
  
John J. Bradley*
Chief Investment Officer
  
Ina R. Drew*
Head, Commercial Banking
 
Samuel Todd Maclin*
Head, Strategy and Business Development
 
Jay Mandelbaum*
Chief Executive Officer, Treasury &
    
Securities Services
 
Heidi Miller*
Head, Retail Financial Services
 
Charles W. Scharf*
Co-Chief Executive Officer, Card Services
 
Richard J. Srednicki*
Co-Chief Executive Officer, Card Services
  
Gordon A. Smith*
Global Head, Asset & Wealth Management
James E. Staley*
Co-Chief Executive Officer, Investment Bank
  William T. Winters*
------------------------
 
(1) Each of whom is a United States citizen.

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

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Schedule13D
  
CusipNo.86775103
    
 
Directors (1)
 
Name
Principal Occupation or Employment; Business or Residence Address
Steven D. Black
Co-Chief Executive Officer, Investment Bank
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Frank J. Bisignano
Chief Administrative Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James Dimon
President and Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Michael J. Cavanaugh
Chief Financial Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Charles W. Scharf
Global Head of Retail Financial Services
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James E. Staley
Global Head, Asset & Wealth Management
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

(1) Each of whom is a United States citizen.
 
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Schedule13D
  
CusipNo.86775103
    
 
SCHEDULE C
 
J.P. MORGAN CAPITAL MANAGEMENT COMPANY, L.L.C.
 
Executive Officers(1)
 
President
 
Ina R. Drew*
Managing Director
 
Joseph S. Bonocore*
Managing Director
 
Ana Capella Gomez-Acebo*
Managing Director
 
John C. Wilmot*
Managing Director and Treasurer
  
Richard Madsen*
Vice President
 
William T. Williams Jr*
Vice President and Secretary
 
Judah Shechter*
Vice President and Assistant Secretary
  
Elizabeth De Guzman
 
Directors (1)
 
Ina R. Drew*
 
John C. Wilmot*
 
(1) Each of whom is a United States citizen except Ana Capella Gomez-Acebo who is a citizen of Spain.

* Principal occupation is employee and/or officer of JPMorgan Chase & Co.
Business address is c/o J.P. Morgan Partners, LLC, 270 Park Avenue, New York, New York 10017.
 
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Schedule13D
  
CusipNo.86775103
    
 
SCHEDULE D
 
SIXTY WALL STREET MANAGEMENT COMPANY, L.L.C.
 
Executive Officers(1)
 

President
 
Ina R. Drew*
Managing Director
 
Joseph S. Bonocore*
Managing Director
 
Ana Capella Gomez-Acebo*
Managing Director
 
John C. Wilmot*
Managing Director and Treasurer
 
Richard Madsen*
Vice President
 
William T. Williams Jr*
Vice President and Secretary
 
Judah Shechter*
Vice President and Assistant Secretary
  
Elizabeth De Guzman*
Directors (1)
 
Ina R. Drew*
 
John C. Wilmot*
 
(1) Each of whom is a United States citizen except Ana Capella Gomez-Acebo who is a citizen of Spain.

Principal occupation is employee and/or officer of JPMorgan Chase & Co.
Business address is c/o J.P. Morgan Partners, LLC, 270 Park Avenue, New York, New York 10017.
 
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Schedule13D
  
CusipNo.86775103
    
 
SCHEDULE E
 
JPMORGAN CHASE & CO.
 
Executive Officers(1)

President and Chief Executive Officer
 
James Dimon*
Chief Administrative Officer
 
Frank Bisignano*
Co-Chief Executive Officer, Investment Bank
  Steven D. Black*
Chief Financial Officer
 
Michael J. Cavanagh*
General Counsel
  
Stephen M. Cutler*
Director of Human Resources
  
John J. Bradley*
Chief Investment Officer
  
Ina R. Drew*
Head, Commercial Banking
 
Samuel Todd Maclin*
Head, Strategy and Business Development
 
Jay Mandelbaum*
Chief Executive Officer, Treasury &
    
Securities Services
 
Heidi Miller*
Head, Retail Financial Services
 
Charles W. Scharf*
Co-Chief Executive Officer, Card Services
 
Richard J. Srednicki*
Co-Chief Executive Officer, Card Services
  
Gordon A. Smith*
Global Head, Asset & Wealth Management
James E. Staley*
Co-Chief Executive Officer, Investment Bank
  William T. Winters*
 
------------------------
 
(1) Each of whom is a United States citizen.
* Principal occupation is employee or officer of JPMorgan Chase & Co.
Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York,
New York 10017.
 
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Schedule13D
  
CusipNo.86775103
    
 
Directors (1)
 
Name
Principal Occupation or Employment;
Business or Residence Address
Crandall C. Bowles
Chairman and Chief Executive Officer
Spring Global US, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Stephen B. Burke
President
Comcast Cable Communications, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James S. Crown
President
Henry Crown and Company
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
James Dimon
Chief Executive Officer
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Ellen V. Futter
President and Trustee
American Museum of Natural History
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William H. Gray, III
Retired President and Chief Executive Officer
The College Fund/UNCF
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Laban P. Jackson, Jr.
Chairman and Chief Executive Officer
Clear Creek Properties, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
Lee R. Raymond
Chairman of the Board and Chief Executive Officer
Exxon Mobil Corporation
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
 
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Schedule13D
  
CusipNo.86775103
    
 
 
Robert I. Lipp
Chairman
The St. Paul Travelers Companies, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
David C. Novak
Chairman and Chief Executive Officer
Yum! Brands, Inc.
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
William C. Weldon
Chairman and Chief Executive Officer
Johnson & Johnson
c/o JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017
 
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