SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Crown Castle International Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
228227104
(CUSIP Number)
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street Suite 700
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 6, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE>
CUSIP No. 228227104 Page 2 of 9 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Fund IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 0
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104 Page 3 of 9 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Holdings IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Number of 7. Sole Voting Power 0
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 0
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 0
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 0%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104 Page 4 of 9 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Fund V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 1,831,285
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,831,285
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,831,285
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 1.2%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104 Page 5 of 9 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Entrepreneurs Fund V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 56,415
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 56,415
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 56,415
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) .001%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104 Page 6 of 9 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Holdings V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 2,112,130
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 2,112,130
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,112,130
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 1.4%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
Page 7 of Pages 9
Introductory Statement
This amended statement on Schedule 13D relates to the Common
Stock, $.01 par value per share (the "Shares") of Crown Castle International
Corp., a Delaware corporation (the "Company"). This amendment is filed by
Centennial Fund IV, L.P., a Delaware limited partnership ("Centennial IV"),
Centennial Holdings IV, L.P., a Delaware limited partnership ("Holdings IV"),
Centennial Fund V, L.P., a Delaware limited partnership ("Centennial V"),
Centennial Entrepreneurs Fund V, L.P., a Delaware limited partnership
("Entrepreneurs V"), and Centennial Holdings V, L.P., a Delaware limited
partnership ("Holdings V") (collectively, the "Centennial Reporting Persons").
Item 4. Purpose of Transaction
No change except for the addition of the following:
On January 10, 2000, Holdings IV distributed a total of
420,873 Shares to its partners.
On February 8, 2000, Centennial IV distributed a total of
1,000,000 Shares to its partners. In such distribution, Holdings IV received a
total of 170,566 Shares, and Holdings IV immediately distributed such Shares to
its partners.
On March 6, 2000, Centennial IV distributed a total of
2,565,340 Shares to its partners, constituting all remaining Shares held by
Centennial IV. In such distribution, Holdings IV received a total of 433,435
Shares, and Holdings IV immediately distributed such Shares to its partners. As
a result of such distributions, Centennial IV and Holdings IV ceased to own any
Shares and, accordingly, this statement is no longer filed on behalf of
Centennial IV or Holdings IV.
On March 6, 2000, Centennial V and Centennial Entrepreneurs
Fund V distributed a total of 400,000 and 21,000 Shares, respectively, to their
respective partners. In such distribution, Holdings V received a total of 76,192
Shares and Holdings V immediately distributed such Shares to its partners.
Such distributions and the sales by Centennial V reported in
Item 5 were done in the ordinary course of operations by the Centennial
Reporting Persons. Depending upon their evaluation of the Company's investments
and prospects, and upon future developments (including, but not limited to,
market for the Shares, the effective yield on the Shares, availability of funds,
alternative uses of funds, and money, stock market and general economic
conditions), each of the Centennial Reporting Persons may from time to time
purchase Shares, dispose of all or a portion of the Shares that it holds, or
cease buying or selling Shares. Any such additional purchases or sales of the
Shares may be in open market or privately-negotiated transactions or otherwise.
<PAGE>
Page 8 of Pages 9
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) Neither Centennial IV nor Holdings IV owns any
Shares.
Centennial V is the direct beneficial owner of 1,831,285
Shares, or approximately 1.2% of the 146,859,846 outstanding Shares as of
February 7, 2000, as reported in amendment No. 1 to the Company's registration
statement on Form S-3 No. 333-94821 filed on February 14, 2000 (the "Outstanding
Shares"). By virtue of the relationships previously reported under Item 2 of the
Original Filing, Holdings V may be deemed to have indirect beneficial ownership
of the Shares directly beneficially owned by Centennial V.
Centennial Entrepreneurs V is the direct beneficial owner of
56,415 Shares, or approximately .001% of the Outstanding Shares. By virtue of
the relationships previously reported under Item 2 of the Original Filing,
Holdings V may be deemed to have indirect beneficial ownership of the Shares
directly beneficially owned by Centennial Entrepreneurs V. Holdings V is the
direct beneficial owner of 203,430 Shares, or approximately 0.001% of the
Outstanding Shares.
Certain of the Shares distributed by Holdings IV to its
partners and the Shares distributed by Holdings V to its partners are held by
the general partners of Holdings V.
(c) The information under the first, second and third
paragraphs of Item 4 of this amendment is hereby incorporated by reference.
On March 2, 2000, Centennial V sold 300,000 Shares at a price
of $___ in a transaction on executed in the NASDAQ National Market.
<PAGE>
Page 9 of 9 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March __, 2000
___________________________________________
/s/ Jeffrey Schutz, as general partner of
Centennial Holdings IV, L.P., general partner
of Centennial Fund IV, L.P., and as general
of Centennial Holdings V, L.P.,
general partner of Centennial Fund V, L.P. and
Centennial Entrepreneurs Fund V., L.P.
43153
