<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CROWN CASTLE INTERNATIONAL CORP.
------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------------------
(Title of Class of Securities)
228227104
--------------
(CUSIP Number)
Oliver Froissart
France Telecom
6, place d'Alleray
75015 Paris, France
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 26, 2000 through June 8, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S) 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box { }.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) 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).
<PAGE> 2
(Continued on the following page(s))
SCHEDULE 13D
CUSIP No. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transmission Future Networks B.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
AF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 17,713,536
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 17,713,536
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
2
<PAGE> 3
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
3
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
"Atrium 3" S.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N.A.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
4
<PAGE> 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
5
<PAGE> 6
cut here
SCHEDULE 13D
CUSIP No. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Digital Future Investments B.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N.A.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
0
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 0
6
<PAGE> 7
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
7
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Telediffusion de France International S.A
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N.A.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
8
<PAGE> 9
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
9
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TeleDiffusion de France S.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N.A.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10
<PAGE> 11
_________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
11
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 228227104
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
France Telecom S.A.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N.A.
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
12
<PAGE> 13
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,713,536 (Includes all Shares beneficially owned by Group)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
13
<PAGE> 14
INTRODUCTORY STATEMENT
This Amendment No. 1 amends the statement on Schedule 13D (the
"Statement") relating to the Common Stock, par value $.0l per share (the
"Shares"), of Crown Castle International Corp., a Delaware corporation (the
"Company") filed with the Securities and Exchange Commission (the "Commission")
on September 1, 1998 (the "Original Schedule 13D"). The Company's principal
executive office is located at 510 Bering Drive, Suite 500, Houston, TX 77057.
This amendment amends Items 2, 3, 4, 5, 6 and 7 of the Original
Schedule 13D previously filed by Digital Future Investments B.V.; Telediffusion
de France International S.A.; TeleDiffusion de France S.A.; France Telecom S.A.;
Candover Investments plc; Candover (Trustees) Limited; Candover Partners Limited
(as general partner of the Candover 1994 UK Limited Partnership, the Candover
1994 UK No. 2 Limited Partnership, the Candover 1994 US No. 1 Limited
Partnership and the Candover 1994 US No. 2 Limited Partnership); Candover
Services Limited; Ted B. Miller, Jr.; The Miller 1996 Gift Trust; Robert A.
Crown (individually and for the Robert A. Crown grantor retained annuity trust);
Barbara A. Crown (individually and for the Barbara A. Crown grantor retained
annuity trust); Berkshire Fund III, A Limited Partnership; Third Berkshire
Associates Limited Partnership; Berkshire Fund IV, Limited Partnership; Fourth
Berkshire Associates LLC; Berkshire Investors LLC; Centennial IV; Holdings IV;
Centennial V; Entrepreneurs V; Holdings V; Nassau Capital Partners II, L.P.;
Nassau Capital LLC; NAS Partners I, L.L.C.; Fay, Richwhite Communications
Limited; PNC Venture Corp.; PNC Holding Corp.; PNC Bank Corp; American Home
Assurance Company; American International Group, Inc.; New York Life Insurance
Company; The Northwestern Mutual Life Insurance Company; Harvard Private Capital
Holdings, Inc.; Charlesbank Capital Partners, LLC; Prime VIII, L.P. and Prime
SKA I, L.L.C.
No FT Reporting Person (as defined below) assumes responsibility for
the completeness or accuracy of the information contained in the Original
Schedule 13D or any amendment to the Original Schedule 13D concerning any other
person.
ITEM 2. IDENTITY AND BACKGROUND
This item is amended and supplemented as follows:
This Statement is being filed by the undersigned on behalf of:
Transmission Future Networks B.V. ("TFN"), "Atrium 3" S.A. ("Atrium 3"), Digital
Future Investments B.V. ("DFI"); Telediffusion de France International S.A.
("TDFI"); TeleDiffusion de France S.A. ("TDF"); and France Telecom S.A. ("France
Telecom", and together with each of the foregoing, the "FT Reporting Persons").
By signing this Statement, each FT Reporting Person agrees that this
Statement is filed on its behalf.
Transmission Future Networks B.V
-------------------------------------------
TFN is a Netherlands Private Limited Liability company with its principal office
located at Atrium Building 5th Floor, Strawinskylaan 3501, 1077 ZX Amsterdam,
the Netherlands. The principal business of TFN is to design and/or engineer,
and/or install, and/or operate infrastructures, and/or equipment, and/or site
for wireless telecommunications or for audio-visual communication at large, to
start with the broadcasting of the programs of commercial radio stations in the
Netherlands; to participate in, to finance, to collaborate with, to conduct the
management of companies and other enterprises and provide advice and other
services.
14
<PAGE> 15
TFN is a wholly owned subsidiary of Atrium 3, which is a wholly owned
subsidiary of TDF, which is in turn a wholly owned subsidiary of France Telecom.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of TFN are set forth on Schedule 1
hereto, which Schedule is hereby incorporated into this Item 2 by reference in
its entirety.
"Atrium 3" S.A.
-------------------
Atrium 3 is a French Societe Anonyme (similar to a public limited
liability company), with its principal office located at 10, rue d'Oradour sur
Glane, 75015 Paris, France. The principal business of Atrium 3 is the
commercialization of all telecommunication and television transmission via all
mediums in France and abroad; the commercialization, within its scope of
activity, of all engineering performance, technical support and any other
services; and holding of majority or minority interests in the stock of
companies that conduct activities in the same field. Atrium 3 is a wholly owned
subsidiary of TDF, which is in turn a wholly owned subsidiary of France
Telecom.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of Atrium 3 are set forth on Schedule 1
hereto, which Schedule is hereby incorporated into this Item 2 by reference in
its entirety.
Digital Future Investments B.V.
--------------------------------------
DFI is a Netherlands Private Limited Liability company with its
principal executive office located at Atrium Building, 5th Floor, Strawinskylaan
3501, 1077 ZX Amsterdam, The Netherlands. The principal business of DFI is to
participate in and to finance companies and enterprises which conduct activities
in the field of radio and telecommunications. DFI is a wholly owned subsidiary
of TDFI, which is a wholly owned subsidiary of TDF, which is in turn a wholly
owned subsidiary of France Telecom.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of DFI are set forth on Schedule 1
hereto, which Schedule is hereby incorporated into this Item 2 by reference in
its entirety.
Telediffusion de France International S.A.
--------------------------------------------------
TDFI is a French Societe Anonyme (similar to a public limited
liability company) with its principal executive office located at 10, rue
d'Oradour sur Glane, 75015 Paris, France. The principal business of TDFI is as
a shareholding company. TDFI holds and manages shares in the capital stock of
foreign companies which conduct activities that are in the field of the
description of the business of TDF. TDFI is a wholly owned subsidiary of TDF,
which is a wholly owned subsidiary of France Telecom.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of TDFI are set forth on Schedule 1
hereto.
15
<PAGE> 16
TeleDiffusion de France S.A.
-----------------------------------
TDF is a French Societe Anonyme (similar to a public limited liability
company), with its principal executive office located at 10, rue d'Oradour sur
Glane, 75015 Paris, France. The principal businesses of TDF are television and
radio transmission. TDF is a wholly owned subsidiary of France Telecom.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of TDF are set forth on Schedule 1
hereto.
France Telecom S.A.
-------------------------
France Telecom is a French Societe Anonyme (similar to a public limited
liability company), with its principal executive office located at 6, place
d'Alleray 75015 Paris, France. The principal business of France Telecom is
telecommunications services.
The name, citizenship, residence or business address, and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization in which such employment is conducted,
of each executive officer and director of France Telecom are set forth on
Schedule 1 hereto.
None of the FT Reporting Persons, nor any of their executive officers,
directors, trustees or partners, as applicable, during the last five years (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such entity
or person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION
This item is supplemented as follows:
Pursuant to the Governance Agreement dated as of August 21, 1998
(attached as Exhibit 3 to the Original Schedule 13D) (the "Governance
Agreement") and to the Supplemental Agreement to the Governance Agreement dated
as of May 17, 1999, under Article II (Anti-dilution), Section 2.01
(Anti-dilutive Rights), DFI acquired a total of 13,872,396 further Shares for a
total consideration of US$ 203,756,605. This acquisition did not increase DFI's
percentage ownership interest in the stock of the Company and was financed by
means of TDF group's financing.
On January 26, 2000 DFI transferred the legal and beneficial ownership
of all of its Shares (13,872,396) and all of its shares of Class A Common Stock
in the Company (11,340,000) to TFN, the Dutch subsidiary of TDF, for a total
consideration of (euro)602,087,069. This transfer of shares did not increase the
France Telecom group's percentage ownership interest in the stock of the
Company. The source of the funds used for the acquisition of shares by TFN comes
from an increase of the issued and paid-up capital of TFN to which Atrium 3, as
shareholder of TFN, fully subscribed.
In addition, on April 8, 1999, TDFI transferred all of its shares and
its warrant in Crown Castle UK Holdings Limited (formerly Castle Transmission
Services (Holdings) Limited) ("CCUK(H)") to DFI
16
<PAGE> 17
for a total amount of FF 255,000,000. This shareholding (2,163,000,000 ordinary
shares of CCUK(H) and a warrant to subscribe for 257,500,000 further shares of
CCUK(H)) are exchangeable for securities giving the right to convert into
17,443,500 Shares pursuant to the Governance Agreement.
On February 29, 2000 DFI transferred the legal and beneficial ownership
of all of its shares and its warrant in CCUK(H) (2,163,000,000 ordinary shares
of CCUK(H) and a warrant to subscribe for 257,500,000 further shares of CCUK(H))
to TFN for a consideration of (euro)473,969,697 for the shares and
(euro)50,251,515 for the warrant. This too was financed by the increase of the
issued and paid-up capital of TFN to which Atrium 3 fully subscribed in January
2000.
On June 8, 2000 TFN transferred 24,942,360 Shares to Salomon Smith
Barney and Goldman, Sachs & Co., through a registered public offering with the
Commission for a total consideration of US$ 693,085,828.50, net of underwriting
discounts.
ITEM 4. PURPOSE OF TRANSACTION
This item is supplemented as follows:
TDFI transferred all of its interests in CCUK (H) to DFI since the
purpose of DFI within the France Telecom structure is, amongst others, to be the
holding company of the TDF's group interests in English-speaking countries.
DFI transferred its legal and beneficial ownership of all of its
Company's Shares (13,872,396 Shares) and all of its shares of Class A Common
Stock in the Company (11,340,000 Shares) and all of its shares and warrant in
CCUK(H) (2,163,000,000 ordinary shares of CCUK(H) and a warrant to subscribe for
257,500,000 further shares of CCUK(H) to TFN for the purpose of a group
reorganization. The purpose of such reorganization was the possibility that
France Telecom would be required by the Office of Fair Trading in the United
Kingdom (the "OFT") to dispose of the interests held in the Crown Castle
companies, through its subsidiary TDF, in order to comply with certain
anti-competition matters regarding the France Telecom's group operations.
Re-arranging the shareholdings of both the Company and CCUK(H) under a specific
subsidiary was seen as a way to make likely divestments easier if required.
The sale of 24,942,360 shares in the Company by TFN on June 8,
represents the first step towards the complete disposition of all of its
interest in the Company and its subsidiaries as required by the OFT.
Additional sales will be made in the future for such purposes.
Although the FT Reporting Persons believe that the shares that they
beneficially own are an attractive investment, the FT Reporting Persons continue
to monitor and evaluate their investment in the Company in light of pertinent
factors, including without limitation the following: (i) the Company's business,
operations, assets, financial condition and prospects; (ii) market, general
economic and other conditions; and (iii) other investment opportunities
available to one or more of the FT Reporting Persons.
In light of the foregoing factors, and the plans and requirements of
the FT Reporting Persons from time to time, TFN may decide to dispose of some or
all of the securities of the Company which it beneficially owns. The FT
Reporting Persons reserve the right, either individually or in any combination
among themselves or together with one or more stockholders of the Company, to
decide in the future to take or cause to be taken the foregoing action. There
can be no assurance that the foregoing action will occur or as to the timing of
any such transaction.
Except as set forth above, none of the FT Reporting Persons has plans
or proposals with respect to any of the matters set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
17
<PAGE> 18
The FT Reporting Persons disclaim that they are part of a group (as
such term is set forth in Rule 13(d) promulgated under the Securities Exchange
Act of 1934). Additionally, the FT Reporting Persons disclaim beneficial
ownership of all Shares which are not directly owned of record by such Reporting
Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
This item is amended as follows:
The information contained in Item 3 of this Statement is hereby
incorporated into this Item 5 by reference in its entirety.
Transmission Future Networks B.V.
-------------------------------------------
TFN owns 270,036 Shares. In addition, TFN owns 2,163,000,000 ordinary
shares of CCUK (H) and a warrant to subscribe for 257,500,000 further shares of
CCUK (H) which are exchangeable for securities giving the right to convert into
17,443,500 Shares (please refer to the Roll-Up described in Item 4 of the
Original Schedule 13D). Assuming the Roll-Up, TFN would own in total
17,713,536 Shares.
TFN has the sole voting power with respect to the 17,713,536 Shares
that it would own assuming the Roll-Up, although TFN will have to vote the
Shares in accordance with the procedure established in the Disposition
Agreement (please see description of the Disposition Agreement and Exhibit 4
below)and also has the sole disposition power (but please see the description
of the Disposition Agreement below) with respect to such 17,713,536 Shares.
"Atrium 3" S.A.
-------------------
Atrium 3 has 0 Shares.
Digital Future Investments B.V.
--------------------------------------
DFI has 0 Shares.
Telediffusion de France International S.A.
--------------------------------------------------
TDFI has 0 Shares.
TeleDiffusion de France S.A.
----------------------------------
TDF has 0 Shares.
France Telecom S.A.
-------------------------
France Telecom has 0 Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
18
<PAGE> 19
This item is amended and supplemented as follows:
Stockholders Agreement
-----------------------------
Pursuant to the Disposition Agreement (as defined below), the FT Reporting
Persons agreed to terminate their contractual provisions in the Stockholders
Agreement dated August 21, 1998 (attached as Exhibit 2 to the Original Schedule
13D).
Governance Agreement
-----------------------------
Pursuant to the Disposition Agreement (as defined below), the FT Reporting
Persons agreed to terminate their contractual provisions in the Governance
Agreement (attached as Exhibit 3 to the Original Schedule 13D), as amended.
Underwriting Agreement
-------------------------------
In an underwriting agreement between Salomon Smith Barney, Inc. and Goldman,
Sachs & Co. (the "Underwriters"), the Company and TFN dated as of June 5, 2000,
the Underwriters agreed to severally underwrite the sale of the 24,942,360
Shares described above in Item 3 by TFN. The Company and TFN provided certain
representations, warranties and indemnities to the Underwriters in the
agreement.
Disposition Agreement
----------------------------
In a disposition agreement between the Company and the FT Reporting
Persons (with the exception of Atrium 3, DFI and TDF) dated as of May 17, 2000
and amended on June 5, 2000 (the "Disposition Agreement") it was agreed that the
Company would file a registration statement under the Securities Act of 1933, as
amended, contemplating a registered public offering on a underwritten basis of
enough Shares held by the FT Reporting Persons to reduce the interest of the FT
Reporting Persons in the Company to less than 10 per cent. on a fully diluted
basis. Accordingly, a registration statement in respect of 24,942,360 Shares
held by the Reporting Persons was filed on May 18, 2000 and declared effective
on June 2, 2000. The FT Reporting Persons sold the 24,942,360 Shares in an
underwritten public offering which closed on June 8, 2000.
The Disposition Agreement also provides that:
(a) 30 calendar days after the closing of the registered public offering
the FT Reporting Persons shall either (i) convert, exchange or exercise
any securities held by them which are convertible into, exchangeable
for or exercisable in respect of Shares (the "Securities") into Shares
or (ii) sell the Securities to a financial institution who will
convert, exchange or exercise the Securities into Shares;
(b) the FT Reporting Persons shall sell either the Securities or, as the
case may be, the Shares to a financial institution;
(c) the FT Reporting Persons may enter into an equity swap in respect of
the Shares so that the FT Reporting Persons retain the economic (but
not the beneficial) interest in them;
(d) The FT Reporting Persons will not retain any voting power in respect of
the Shares;
19
<PAGE> 20
(e) the financial institution may not sell the Shares for one year except
in certain limited circumstances;
(f) following the year after the transfer to the financial institution the
FT Reporting Persons may direct disposition of the Shares;
(g) the other contractual provisions between the FT Reporting Persons and
the Issuer shall be terminated other than in respect of the exercise,
conversion or exchange of the Securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. S-3 Form and Amendment to S-3 Form filed with the Securities and
Exchange Commission on May 18, 2000.
Exhibit 2. Prospectus Supplement dated June 5, 2000 and Prospectus dated June
1, 2000 of Crown Castle International Corp..
Exhibit 3. Underwriting Agreement dated as of June 5, 2000 among Salomon Smith
Barney, Inc. and Goldman Sachs & Co., Crown Castle International
Corp. and Transmission Future Networks B.V.
Exhibit 4. Disposition Agreement dates as of May 17, 2000 and amended on June
5, 2000 among Crown Castle International Corp., Transmission Future
Networks B.V., Telediffusion de France International S.A. and
France Telecom S.A.
20
<PAGE> 21
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: June 19, 2000 TRANSMISSION FUTURE NETWORKS B.V.
----------------------
/s/ Michel Azibert
by ________________________
Name: Michel Azibert
Title: Managing Director
Date: June 19, 2000 "ATRIUM 3" S.A.
----------------------
/s/ Michel Azibert
by ________________________
Name: Michel Azibert
Title: President
Date: June 19, 2000 DIGITAL FUTURE INVESTMENTS B.V.
----------------------
/s/ Michel Azibert
by_____________________
Name: Michel Azibert
Title: Managing Director
60
Date: June 19, 2000 TELEDIFFUSION DE FRANCE INTERNATIONAL S.A.
----------------------
/s/ Michel Azibert
by ______________________
Name: Michel Azibert
Title: Chairman
61
Date: June 19, 2000 TELEDIFFUSION DE FRANCE S.A.
----------------------
/s/ Bruno Chetaille
by ______________________
Name: Bruno Chetaille
Title: Chairman and Chief Executive
Officer
62
21
<PAGE> 22
Date: June 19, 2000 FRANCE TELECOM S.A.
---------------------
/s/ Bruno Chetaille
by ________________________
Name: Bruno Chetaille
Title: Director of the Broadcast
Services Division
Schedule 1
Information about the Directors
I. TRANSMISSION FUTURE NETWORKS B.V.
Except as otherwise set forth below, the place of citizenship of each such
person is the Netherlands.
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
Michel L. Azibert 10, rue d'Oradour sur Glane
French Citizen 75015 Paris, France
(Chairman of TDFI and
International Director of TDF)
Gideon Johannes van der Ploeg Atrium Building, 5th Floor
(Management of companies in a professional services Strawinskylaan 3501
environment) 1077 ZX Amsterdam
THE NETHERLANDS
Gregory B. Richardson-Schilten Atrium Building, 5th Floor
American Citizen Strawinskylaan 3501
(Attorney) 1077 ZX Amsterdam
THE NETHERLANDS
</TABLE>
II. "ATRIUM 3" S.A.
Except as otherwise set forth below, the place of citizenship of each
such person is France.
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
</TABLE>
22
<PAGE> 23
<TABLE>
<CAPTION>
<S> <C>
Michel Azibert 10, rue d'Oradour sur Glane, 75015 Paris, France
(Chairman of TDFI and International Director of TDF)
TeleDiffusion de France S.A. 10, rue d'Oradour sur Glane, 75015 Paris, France
(Television and Radio Transmission)
Nicolas Decroix 10, rue d'Oradour sur Glane, 75015 Paris, France
(Cash Treasurer Manager of TDF)
Patrick Yzerman 10, rue d'Oradour sur Glane, 75015 Paris, France
(Deputy Chief Financial Officer of TDF)
</TABLE>
III. DIGITAL FUTURE INVESTMENTS, B.V.
Except as otherwise set forth below, the place of citizenship of each such
person is the Netherlands.
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
Gideon Johannes van der Ploeg Atrium Building, 5th Floor
(Management of companies in a professional services Strawinskylaan 3501
environment) 1077 ZX Amsterdam
THE NETHERLANDS
Michel L. Azibert 10, rue d'Oradour sur Glane
French Citizen 75015 Paris, France
(Chairman of TDFI and International
Director of TDF)
</TABLE>
IV. TELEDIFFUSION DE FRANCE INTERNATIONAL S.A.
Except as otherwise set forth below, the place of citizenship of each
such person is France.
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
</TABLE>
23
<PAGE> 24
<TABLE>
<CAPTION>
<S> <C>
Michel Azibert 10, rue d'Oradour sur Glane, 75015 Paris, France
(Chairman of TDFI and International Director of TDF)
TeleDiffusion de France S.A. 10, rue d'Oradour sur Glane, 75015 Paris, France
(Television and Radio Transmission)
Jean-Claude Prigent 10, rue d'Oradour sur Glane, 75015 Paris, France
(Chief Financial Officer of TDF)
Patrick Yzerman 10, rue d'Oradour sur Glane, 75015 Paris, France
(Deputy Chief Financial Officer of TDF)
</TABLE>
V. TELEDIFFUSION DE FRANCE S.A.
Except as otherwise set forth below, the place of citizenship of each
such person is France.
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
Bruno Chetaille 10, rue d'Oradour sur Glane, 75015 Paris, France
(Chairman and C.E.O. of TDF; Director of the Broadcast
Services Division of France Telecom)
Pierre Lestrade Ministry of Economy, Finance and Industry
(Chief of the CGTI) CGTI (Conseil General des Technologies de l'Information)
20, avenue Segur
75007 Paris, FRANCE
Nicolas Dufourcq FRANCE TELECOM- Division Multimedia
(Director of the Multimedia Division, Mass Market Product 103, rue de Grenelle
Services Division, France Telecom) 75007 Paris, FRANCE
Jean-Francois Latour U.E.R. (Unite Exploitation Reseaux)
(U.E.R. Manager) France Telecom Direction Regionale Angers
52, Boulevard Gaston Ramon
49043 Angers Cedex 01, FRANCE
Jacques Champeaux 6, place d'Alleray
(Group Executive Vice President 75015 Paris, FRANCE
Large Business Division, France Telecom)
</TABLE>
24
<PAGE> 25
<TABLE>
<CAPTION>
<S> <C>
Compagnie Generale des Communications - COGECOM (French 6, place d'Alleray
public limited company) 75015 Paris, FRANCE
Marc Dandelot 6, place d'Alleray
(Director of International Development, 75015 Paris, FRANCE
Development Division, France Telecom)
Didier Quillot France Telecom Mobiles
(Managing Director of France Telecom 41-45, Boulevard Romain Rolland
Mobiles) 75672 Paris Cedex 14, FRANCE
Jean-Yves Gouiffes 6, place d'Alleray
(Group Executive Vice President 75015 Paris, FRANCE
Network Division of France Telecom)
Christian Bret 6, place d'Alleray
(Deputy Director of the Large Business 75015 Paris, FRANCE
Division of France Telecom)
Claudie Granier TDF - DirectionRegionale
(Employee of TDF) Sud-EST14, Boulevard
Edouard Herriot-BP 358
13271 Marseille
Cedex 08, France
Jean-Yvon Coatrieux TDF-Direction Regionale Ouest
(Employee of TDF) 3, avenue de Belle Fontaine
B.P. 79
35512 Cesson-Sevigne Cedex, FRANCE
Executive Officers
------------------
Bruno Chetaille 10, rue d'Oradour sur Glane
(Chairman and Chief Executive Officer) 75015 Paris, FRANCE
Michel Azibert 10, rue d'Oradour sur Glane
(International Director) 75015 Paris, FRANCE
Marc Rennard 10, rue d'Oradour sur Glane
(Deputy General Manager) 75015 Paris, FRANCE
Gerard Chevee 10, rue d'Oradour sur Glane
(Deputy General Manager) 75015 Paris, FRANCE
Michel Lapierre 10, rue d'Oradour sur Glane
(Human Resources Director) 75015 Paris, FRANCE
</TABLE>
25
<PAGE> 26
<TABLE>
<CAPTION>
<S> <C>
Jean-Claude Prigent 10, rue d'Oradour sur Glane
(Chief Financial Officer) 75015 Paris, FRANCE
Philippe Hermann 10, rue d'Oradour sur Glane
(Production and Methods Director) 75015 Paris, FRANCE
Madeleine Giovachini 10, rue d'Oradour sur Glane
(Radiocommunications 75015 Paris, FRANCE
and Services Director)
Michel Reneric 10, rue d'Oradour sur Glane
(Research and Innovation Director) 75015 Paris, FRANCE
Yves Noirel 10, rue d'Oradour sur Glane
(General Manager of TDF 75015 Paris, FRANCE
Video Service)
Alain Delorme 10, rue d'Oradour sur Glane
(Radio Director) 75015 Paris, FRANCE
Dominique Niel 10, rue d'Oradour sur Glane
(Television Director) 75015 Paris, FRANCE
</TABLE>
VI. FRANCE TELECOM
Except as otherwise set forth below, the place of citizenship of each
such person is France
<TABLE>
<CAPTION>
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER
---------------------------------------- ------------------------------------------------
<S> <C>
Directors
---------
Michel Bon 6, place d'Alleray
(Chairman and Chief Executive Officer) 75015 Paris, FRANCE
Francois Grapotte 6, place d'Alleray
(Chairman and Chief Executive Officer, LeGrand) 75015 Paris, FRANCE
Jean-Claude Desrayaud 6, place d'Alleray
(Employee of France Telecom) 75015 Paris, FRANCE
Jean Simonin 6, place d'Alleray
(Managing Director, Residential Agency of Toulouse) 75015 Paris, FRANCE
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C>
Didier Lombard representing French State 6, place d'Alleray
(French Envoy for International Investments, Ministry of 75015 Paris, FRANCE
Economy, Finance and Industry)
Christophe Blanchard Dignac representing French State 6, place d'Alleray
(Budget Director, Ministry of Economy, Finance and 75015 Paris, FRANCE
Industry)
Yannick D'Escatha 6, place d'Alleray
(Delegated Managing Director of Industry to Electricite de 75015 Paris, FRANCE
France)
Simon Nora 6, place d'Alleray
(Honorary Inspector General of Finance) 75015 Paris, FRANCE
Christian Pheline 6, place d'Alleray
(Head of Legal and Technical Department of Information and 75015 Paris, FRANCE
Communication, Ministry of Culture and Communication)
Nicolas Jachiet 6, place d'Alleray
(Head of Investment Monitoring Division, 75015 Paris, FRANCE
Treasury Department, Ministry of the Economy, Finance and
Industry)
Jean-Paul Bechat 6, place d'Alleray
(Chairman and Chief Executive Officer, SNECMA) 75015 Paris, FRANCE
Pascal Colombani 6, place d'Alleray
(Director of the French Atomic Energy Commission) 75015 Paris, FRANCE
Jacques de la Rosiere de Champfeu 6, place d'Alleray
(Advisor to Paribas) 75015 Paris, FRANCE
Pierre Gadonneix 6, place d'Alleray
(President, Gaz de France) 75015 Paris, FRANCE
Raymond Durand 6, place d'Alleray
(employee of France Telecom) 75015 Paris, FRANCE
Pierre Peuch 6, place d'Alleray
(Employee de France Telecom) 75015 Paris, FRANCE
Christophe Aguiton 6, place d'Alleray
(Employee de France Telecom) 75015 Paris, FRANCE
</TABLE>
27
<PAGE> 28
<TABLE>
<CAPTION>
<S> <C>
Jean-Francois Davoust 6, place d'Alleray
(Employee de France Telecom) 75015 Paris, FRANCE
Jean- Pierre Delezenne 6, place d'Alleray
(Employee de France Telecom) 75015 Paris, FRANCE
Nadine Tihay spouse Grandmougin 6, place d'Alleray
(Employee de France Telecom) 75015 Paris, FRANCE
Executive Officers
Michel Bon 6, place d'Alleray
(Chairman and Chief Executive Officer) 75015 Paris, FRANCE
Jean-Francois Pontal 6, place d'Alleray
(Group Executive Vice President Mass Market Product and 75015 Paris, FRANCE
Services Divisions
Jacques Champeaux 6, place d'Alleray
(Group Executive Vice President Large Business Division) 75015 Paris, FRANCE
Jean-Yves Gouiffes 6, place d'Alleray
(Group Executive Vice President Network Division) 75015 Paris, FRANCE
Jean-Jacques Damlamian 6, place d'Alleray
(Group Executive Vice President Development Division) 75015 Paris, FRANCE
Jean-Louis Vinciguerra 6, place d'Alleray
(Group Executive Vice President Human Resources and 75015 Paris, FRANCE
Finance Division)
Gerard Moine 6, place d'Alleray
(Group Executive Vice President Public Affairs) 75015 Paris, FRANCE
Marie-Claude Perrache 6, place d'Alleray
(Group Executive Vice President Corporate Communications) 75015 Paris, FRANCE
Jacques Burillon 6, place d'Alleray
(Corporate Secretary) 75015 Paris, FRANCE
</TABLE>
28
