<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
CROWN CASTLE INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
[CROWN CASTLE LOGO]
April 24, 2000
Dear Stockholder:
It is my pleasure to invite you to attend Crown Castle International Corp.'s
2000 Annual Meeting of Stockholders. The meeting will be held on Wednesday, May
24, 2000 at 9:00 a.m. local time in the Evergreen II Room of The Houstonian
Hotel, 111 North Post Oak Lane, Houston, Texas. The Notice of Annual Meeting
and Proxy Statement accompanying this letter describe the business to be
conducted at the meeting.
During the meeting, I will report to you on the Company's continued earnings
growth and other achievements during 1999 and our goals for 2000. We welcome
this opportunity to have a dialogue with our stockholders and look forward to
your comments and questions.
If you are a stockholder of record who plans to attend the meeting, please mark
the appropriate box on your proxy card. If your shares are held by a bank,
broker or other intermediary and you plan to attend, please send written
notification to the Company's Secretary, 510 Bering Drive, Suite 500, Houston,
Texas 77057, and enclose evidence of your ownership (such as a letter from the
bank, broker or intermediary confirming your ownership or a bank or brokerage
firm account statement). The names of all those indicating they plan to attend
will be placed on an admission list held at the registration desk at the
entrance to the meeting.
It is important that your shares be represented at the meeting, regardless of
the number you may hold. Whether or not you plan to attend, please sign, date
and return your proxy card as soon as possible. This will not prevent you from
voting your shares in person if you are present.
I look forward to seeing you on May 24, 2000.
Kind Regards,
/s/ Ted B. Miller
Ted B. Miller, Jr.
Chairman and
Chief Executive Officer
<PAGE>
[CROWN CASTLE LOGO]
NOTICE OF ANNUAL MEETING of STOCKHOLDERS
Wednesday, May 24, 2000
9:00 a.m.
The Houstonian Hotel
111 North Post Oak Lane
Evergreen II Room
Houston, Texas 77024
April 24, 2000
Dear Stockholder:
You are invited to the Annual Meeting of Stockholders of Crown Castle
International Corp. We will hold the meeting at the time and place noted above.
At the meeting, we will ask you to:
. elect our three class II directors: David L. Ivy, William D. Strittmatter
and John P. Kelly, each for a term of three years
. ratify the appointment of KPMG LLP as our independent auditors for 2000
. vote on any other business properly before the meeting
Stockholders of record at the close of business on March 27, 2000, will be
entitled to vote at the meeting or any adjournment of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR BOTH PROPOSALS.
Your vote is important. To be sure your vote counts and to assure a quorum,
please vote, sign, date and return the proxy card whether or not you plan to
attend the meeting.
By Order of the Board of Directors,
/s/ Kathy Glass Broussard
-----------------------------------
Kathy Glass Broussard
Vice President and Corporate
Secretary
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
I. Information About Voting.......................................... 3
II. Proposals To Be Voted On.......................................... 5
The Election of Directors......................................... 5
Ratification of Appointment of Independent Auditors............... 5
III. Board of Directors................................................ 6
Nominees for Director............................................. 6
Directors Continuing in Office.................................... 8
IV. Information About the Board of Directors.......................... 13
Meetings.......................................................... 13
Committees........................................................ 13
Board Compensation and Relationships.............................. 15
V. Executive Officers of the Company................................. 16
VI. Stockholders Agreement............................................ 19
VII. Security Ownership of CCIC........................................ 21
Management Ownership.............................................. 21
Other Security Ownership.......................................... 24
VIII. Executive Compensation............................................ 26
Summary Compensation Table........................................ 26
Option Grants in 1999............................................. 27
Aggregated Option Exercises in 1999 and Year-End Option Values.... 28
Termination and Change of Control Arrangements.................... 29
Report of the Compensation Committee on Executive Compensation.... 30
Stockholder Return Performance Presentation....................... 32
IX. Other Matters..................................................... 33
Section 16(a) Beneficial Ownership Reporting Compliance........... 33
Stockholders Proposals for 2001 Annual Meeting.................... 34
Expenses Relating to this Proxy Solicitation...................... 34
</TABLE>
2
<PAGE>
I. Information About Voting
Solicitation of Proxies. The Board of Directors ("Board") of Crown Castle
International Corp. ("CCIC") is soliciting proxies for use at the 2000 Annual
Meeting of CCIC and any adjournments of that meeting. CCIC first sent this
proxy statement, the accompanying form of proxy and the CCIC Annual Report for
1999 to its stockholders on April 24, 2000.
Agenda Items. The agenda for the Annual Meeting is to:
1. Elect three (3) class II directors for a term of three years;
2. Ratify the appointment of KPMG LLP as our independent auditors for 2000;
3. Conduct other business properly before the meeting.
Who can Vote. You can vote at the Annual Meeting if you are a holder of CCIC's
common stock, par value of $0.01 per share ("Common Stock"), or CCIC's Class A
common stock, par value of $.01 per share ("Class A Common Stock"), on the
record date. The record date is the close of business on March 27, 2000. You
will have one (1) vote for each share of Common Stock and Class A Common
Stock, except the holders of Class A Common Stock do not vote on the class II
directors. As of March 27, 2000, there were 148,813,170 shares of Common Stock
and 11,340,000 shares of Class A Common Stock outstanding. All of such
outstanding shares are entitled to vote, other than the 15,597,783 shares of
Common Stock held by Crown Atlantic Holding Company LLC, the limited liability
company for our joint venture with Bell Atlantic Mobile, which are not
entitled to vote or be counted for quorum purposes while held by such venture.
In addition, the outstanding shares of our 8 1/4% Cumulative Convertible
Redeemable Preferred Stock (the "8 1/4% Convertible Preferred Stock") vote on
an as converted basis with the other shares entitled to vote as a single class
(as of the record date such shares of Preferred Stock were convertible into an
aggregate of 7,441,860 shares of Common Stock).
How to Vote. You may vote in two (2) ways:
. You can come to the Annual Meeting and cast your vote there.
. You can vote by signing and returning the enclosed proxy card. If you do,
the individuals named on the card will vote your shares in the manner you
indicate.
Use of Proxies. Unless you tell us on the proxy card to vote differently, we
plan to vote all signed and returned proxies FOR the Board nominees for class
II directors and FOR Agenda item 2. We do not now know of any other matters to
come before the Annual Meeting. If they do, proxy holders will vote the
proxies in their best judgment.
3
<PAGE>
Revoking a Proxy. You may revoke your proxy at any time before it is exercised.
You can revoke a proxy by:
. Sending a written notice to the Secretary of CCIC;
. Delivering a properly executed, later-dated proxy; or
. Attending the Annual Meeting and voting in person.
The Quorum Requirement. We need a quorum of stockholders to hold a valid Annual
Meeting. A quorum will exist as to the election of class II directors if the
holders of at least a majority of the outstanding Common Stock (including votes
attributtable to the 8 1/4% Convertible Preferred Stock) entitled to vote
either attend the Annual Meeting in person or are represented by proxy. A
quorum will exist as to other matters if the holders of at least a majority of
the outstanding Common Stock (including votes attributtable to the 8 1/4%
Convertible Preferred Stock) and Class A Common Stock entitled to vote either
attend the Annual Meeting in person or are represented by proxy. Abstentions
and broker non-votes are counted as present for the purpose of establishing a
quorum. A broker non-vote occurs when a broker votes on some matters on the
proxy card but not on others because the broker does not have the authority to
do so.
Vote Required for Action. Directors are elected by a plurality vote of shares
of Common Stock (including votes attributtable to the 8 1/4% Convertible
Preferred Stock) present in person or by proxy at the meeting. Ratification of
KPMG LLP as CCIC's independent auditors for 2000 requires the affirmative vote
of a majority of the shares of Common Stock (including votes attributtable to
the 8 1/4% Convertible Preferred Stock) and Class A Common Stock present in
person or by proxy at the meeting. Generally, other actions require the
affirmative vote of the majority of shares of Common Stock (including votes
attributtable to the 8 1/4% Convertible Preferred Stock) and Class A Common
Stock present in person or by proxy at the meeting. Abstentions and broker non-
votes have the effect of a no vote on matters other than director elections.
Stockholders Agreement. On August 21, 1998, we entered into the Stockholders
Agreement (the "Stockholders Agreement") with certain of our stockholders to
provide for certain rights and obligations of us and such stockholders,
including rights and obligations relating to the election of directors. The
Stockholders Agreement, as it relates to the election of directors, is
discussed in Section VI of this proxy statement.
4
<PAGE>
II. Proposals To Be Voted On
1. The Election of Directors
CCIC has three classes of directors of as nearly equal size as possible plus
the Class A Common Stock directors. The term for each class is three years.
Class terms expire on a rolling basis, so that one class of directors is
elected each year. The term for class II directors expires at the 2000 Annual
Meeting.
The nominees for class II directors this year are: David L. Ivy, William D.
Strittmatter and John P. Kelly. Mr. Ivy is the nominee of the CEO, and Mr.
Strittmatter is the nominee of GE Capital pursuant to the terms of
CCIC's 8 1/4% Cumulative Convertible Redeemable Preferred Stock.
The Board expects that each of the nominees for class II directors will be able
and willing to serve as directors. If any nominee is not available, the proxies
may be voted for another person nominated by the current Board to fill the
vacancy, or the size of the Board may be reduced. Information about the
nominees, the continuing directors and the Board is contained in the next
section of this proxy statement.
The Board recommends a vote FOR the election of David L. Ivy, William D.
Strittmatter and John P. Kelly as class II directors.
2. Ratification of Appointment of Independent Auditors
The Audit Committee of the Board has recommended that KPMG LLP continue to
serve as CCIC's independent auditors for 2000. KPMG LLP has served as CCIC's
independent auditors since 1995.
We expect a representative of KPMG LLP to attend the Annual Meeting. The
representative will have an opportunity to make a statement if he or she
desires and also will be available to respond to appropriate questions.
The Board recommends a vote FOR ratification of the appointment of KPMG LLP as
independent auditors for the year 2000.
5
<PAGE>
III. Board of Directors
Nominees for Director
Class II--For a Term Expiring in 2003
- --------------------------------------------------------------------------------
David L. Ivy
Principal Occupation: Vice Chairman--Global Mergers and
Acquisitions
Age: 53
Director Since: 1997
[PHOTO OF DAVID
L. IVY]
David L. Ivy was elected Vice Chairman--Global Mergers and
Acquisitions of CCIC effective March 31, 2000. He was the
President of CCIC from August 1997 to March 30, 2000, and was
elected as a director of CCIC in June 1997. From October 1996
to August 1997, he served as Executive Vice President and
Chief Financial Officer of CCIC. Since 1995, he has been the
President of DLI, Inc., a real estate consulting company. From 1993 to 1995,
Mr. Ivy was a senior executive with, and later the President and Chief
Operating Officer of J. E. Robert Companies, where he managed a joint venture
with Goldman, Sachs & Co. that was established to acquire distressed assets
from financial institutions. From 1987 to 1993, Mr. Ivy served as Chairman of
the Board of Directors of Interstate Realty Corporation. Pursuant to the
Stockholders Agreement, Mr. Ivy is the nominee of the Chief Executive Officer
of CCIC for election as a director of CCIC.
- --------------------------------------------------------------------------------
William D. Strittmatter
Principal Occupation: Vice President of GE Capital and
Managing Director--Telecommunications for the Structured
Finance Group of GE Capital
Age: 43
[PHOTO OF WILLIAM Director Since: 1999
D. STRITTMATTER]
William D. Strittmatter has been a director of CCIC since
November 1999. He is the Vice President of GE Capital and
Managing Director--Telecommunications for the Structured
Finance Group of GE Capital ("SFG"). Prior to his appointment
as Managing Director--Telecommunications for SFG, Mr. Strittmatter was Managing
Director and head of SFG's Commercial and Industrial financing business. Before
that position, he was SFG's Chief Credit Officer. In that capacity, he was
responsible for the worldwide credit and risk management functions of SFG's
project and structured financing activities in the energy, infrastructure and
industrial sectors. In addition, Mr. Strittmatter was responsible for managing
SFG's investment portfolio of approximately $11 billion. Mr. Strittmatter
joined GE Capital in 1982 holding various positions in finance, operations and
marketing. From 1978 to 1980, Mr. Strittmatter was a CPA with the Rochester, NY
office of the accounting firm Main Hurdman. Mr. Strittmatter is the nominee of
GE Capital for election as a director of CCIC pursuant to the terms of CCIC's 8
1/4% Cumulative Convertible Redeemable Preferred Stock.
6
<PAGE>
- --------------------------------------------------------------------------------
John P. Kelly
Principal Occupation: President and Chief Operating Officer
Age: 42
Director Since: Nominee
[PHOTO OF JOHN P.
KELLY]
John P. Kelly was appointed President and Chief Operating
Officer of CCIC on March 31, 2000. Prior to that, he was the
President of Crown Communication Inc. from December 1998.
From January 1990 to July 1998, Mr. Kelly was the President
and Chief Operating Officer of Atlantic Cellular Company L.P.
From December 1995 to July 1998, Mr. Kelly was also President
and Chief Operating Officer of Hawaiian Wireless, Inc., an affiliate of
Atlantic Cellular. Mr. Kelly has served on the board of directors of the
Cellular Association of California as well as the Vermont Telecommunications
Application Center.
7
<PAGE>
Directors Continuing in Office
Class III--Term Expiring in 2001
- --------------------------------------------------------------------------------
Randall A. Hack
Principal Occupation: Senior Managing Member, Nassau Capital
Age: 52
Director Since: 1997
[PHOTO OF RANDALL
A. HACK]
Randall A. Hack was elected as a director of the Company in
February 1997. Since January 1995, Mr. Hack has been a senior
managing member of Nassau Capital L.L.C., an investment
management firm which he founded in 1995. From 1990 to 1994,
he was the President and Chief Executive Officer of Princeton
University Investment Company, which manages Princeton
University's $7 billion endowment. Mr. Hack also serves on the Board of
Directors of several private companies. Pursuant to the Stockholders Agreement,
Mr. Hack is the nominee of Nassau Capital Partners II L.P., NAS Partners
L.L.C., their affiliates and their respective partners (collectively, the
"Nassau Group") for election as a director of CCIC.
- --------------------------------------------------------------------------------
Ted B. Miller, Jr.
Principal Occupation: Chairman and Chief Executive Officer
of CCIC
Age: 48
Director Since: 1995
[PHOTO OF TED B.
MILLER]
Ted B. Miller, Jr. has been the Chief Executive Officer since
November 1996, Chairman of the Board since May 1999, Vice
Chairman of the Board from August 1997 to May 1999 and a
director of CCIC since 1995. Mr. Miller co-founded CCIC in
1994. He was the President of CCIC from November 1996 to
August 1997. Mr. Miller has been the Managing Director and
Chief Executive Officer of Crown Castle UK Holdings Limited (formerly known as
Castle Transmission Services (Holdings) Ltd) ("CCUK"), a subsidiary of CCIC,
since February 1997 and has served as Chairman of the Board of Directors of
CCUK since August 1998. Prior to founding CCIC, Mr. Miller was involved in the
commercial real estate business for 20 years. Pursuant to the Stockholders
Agreement, Mr. Miller is the nominee of himself and his permitted transferees
(collectively, the "Miller Group") for election as a director of CCIC.
8
<PAGE>
- --------------------------------------------------------------------------------
Edward C. Hutcheson, Jr.
Principal Occupation: Principal, PGG Capital
Age: 54
Director Since: 1995
[PHOTO OF EDWARD C.
HUTCHESON, JR.]
Edward C. Hutcheson, Jr. has served as a director of CCIC
from January 1995 until February 1999 and from July 1999
until the present. Mr. Hutcheson co-founded CCIC in 1994 and
served as Chief Executive Officer from its inception to March
1997. Since 1997, he has served in several capacities with
Pinnacle Global Group, Inc., a publicly owned financial
services company, and its predecessor private companies. His positions have
included Chief Operating Officer of the holding company and Principal of HWG
Capital. His is currently a Principal of PGG Capital, the merchant banking arm
of Pinnacle and is a director of two subsidiaries: Pinnacle Management & Trust
Co. and Sanders Morris Harris. During 1994, he was involved in private
investment activities leading to the creation of the predecessor to CCIC. From
1987 through 1993, he served in senior management roles with Baroid
Corporation, a publicly owned petroleum services company. His positions
included President, Chief Operating Officer and a director of the holding
company from 1990 through 1993. Mr. Hutcheson also serves on the board of
directors of Trico Marine Services and Titanium Metals Corporation ("Timet").
- --------------------------------------------------------------------------------
J. Landis Martin
Principal Occupation: President and CEO, NL Industries,
Inc.; Chairman and CEO, Titanium Metals Corporation
Age: 54
Director Since: 1995
[PHOTO OF J.
LANDIS MARTIN]
J. Landis Martin has been a director of CCIC from 1995
through November 1998 and November 1999 to the present. Mr.
Martin has been Chairman and CEO of Titanium Metals
Corporation ("Timet") (an integrated producer of titanium
metals) since January 1995. Mr. Martin has served as
President and Chief Executive Officer of NL Industries, Inc. ("NL"), a
manufacturer and marketer of titanium dioxide chemicals, since 1987 and as a
director since 1986. Mr. Martin has served as Chairman of Tremont Corporation
("Tremont"), a holding company which primarily owns stock in Timet and NL,
since 1990 and as Chief Executive Officer and a director of Tremont since 1988.
From 1990 until its acquisition by Dresser Industries, Inc. ("Dresser") in
1994, Mr. Martin served as Chairman of the Board and Chief Executive Officer of
Baroid Corporation. In addition to Tremont and NL, Mr. Martin is a director of
Halliburton Company which is engaged in the petroleum services, hydrocarbon
processing and engineering industries, and Apartment Investment Management
Corporation, a real estate investment trust.
9
<PAGE>
Directors Continuing in Office
Class I--Term Expiring in 2002
- --------------------------------------------------------------------------------
Carl Ferenbach
Principal Occupation: Managing Director, Berkshire Partners
LLC
Age: 57
Director Since: 1995
[PHOTO OF CARL
FERENBACH]
Carl Ferenbach was the Chairman of the Board from April 1997
to May 1999. Since its founding in 1986, Mr. Ferenbach has
been a Managing Director of Berkshire Partners LLC, a private
equity investment firm that manages five investment funds
with approximately $1.6 billion of capital. Mr. Ferenbach has
also served as: a Managing Director of Berkshire Investors
LLC ("Berkshire Investors") since its formation in 1996; a Managing Director of
Third Berkshire Managers LLC ("Third Berkshire Managers"), the general partner
of Third Berkshire Associates Limited Partnership ("Third Berkshire
Associates"), the general partner of Berkshire Fund III, A Limited Partnership
("Berkshire Fund III"), since its formation in 1997 (and was previously an
individual general partner of Berkshire Fund III since its formation in 1992);
a Managing Director of Fourth Berkshire Associates LLC ("Fourth Berkshire
Associates"), the general partner of Berkshire Fund IV, Limited Partnership
("Berkshire Fund IV") since formation in 1996; and a Managing Director of Fifth
Berkshire Associates LLC ("Fifth Berkshire Associates") the general partner of
Berkshire Fund V, Limited Partnership ("Berkshire Fund V") (Berkshire Fund V,
collectively with Berkshire Fund III, Berkshire Fund IV and Berkshire
Investors, the "Berkshire Group") since formation in 1998. In addition, Mr.
Ferenbach currently serves on the Board of Directors of Wisconsin Central
Transportation Corporation, Tranz Rail Limited, Australian Transport Network
Limited and is the Deputy Chairman of English, Welsh & Scottish Railway
Limited. Pursuant to the Stockholders Agreement, Mr. Ferenbach is the nominee
of Berkshire Group for election as a director of CCIC.
- --------------------------------------------------------------------------------
Jeffrey H. Schutz
Principal Occupation: General Partner, The Centennial Funds
Age: 48
Director Since: 1995
[PHOTO OF JEFFERY
H. SCHUTZ]
Jeffrey H. Schutz was elected as a director of CCIC in 1995.
Mr. Schutz is a general partner of Centennial Funds IV, V,
and VI ("Funds IV, V, and VI"), each a venture capital
investment fund and, collectively known as Centennial
Ventures, a venture capital firm based in Denver, Colorado
that focuses on electronic communications companies. Mr.
Schutz is a director of Evolution Networks, Inc., Cypress Communications, Inc.
and Enhance Media, Inc. Pursuant to the Stockholders Agreement, Mr. Schutz is
the nominee of Funds IV, V, and VI and their affiliates and partners (the
"Centennial Group") for election as a director of CCIC.
10
<PAGE>
- --------------------------------------------------------------------------------
Robert F. McKenzie
Principal Occupation: Entrepreneur
Age: 56
Director Since: 1996
[PHOTO OF ROBERT
F. MCKENZIE]
Robert F. McKenzie was elected as a director of CCIC in 1995.
From 1990 to 1994, Mr. McKenzie was the Chief Operating
Officer and a director of OneComm, Inc., a mobile
communications provider that he helped found in 1990. From
1980 to 1990, he held general management positions with
Northern Telecom, Inc. and was responsible for the marketing
and support of its Meridian Telephone Systems and Distributed Communications
networks to businesses throughout the Western United States. Mr. McKenzie also
serves on the Board of Directors of Cordiera Communications Corporation and Co
Space.
11
<PAGE>
Directors Continuing in Office
Class A Common Stock
- --------------------------------------------------------------------------------
Michel Azibert
Principal Occupation: Chief Executive Officer, TeleDiffusion
de France International S.A. ("TdF")
Age: 44
Director Since: 1998
[PHOTO OF MICHEL
AZIBERT]
Michel Azibert has been a director of CCIC since August 1998.
Mr. Azibert has been International Director of TeleDiffusion
de France International SA ("TdF International") since 1989
and Chief Executive Officer of TdF International since 1994.
Mr. Azibert took an active role in the preparation of the
Media Law enacted in France in 1986. Mr. Azibert is nominated as one of the two
directors to be elected by the holders of the Class A Common Stock (the "TdF
Group").
- --------------------------------------------------------------------------------
Bruno Chetaille
Principal Occupation: Chairman and Chief Executive Officer,
TeleDiffusion de France S.A.
Age: 44
Director Since: 1998
[PHOTO OF BRUNO
CHETAILLE]
Bruno Chetaille has been a director of CCIC since August
1998. Mr. Chetaille has been Chairman and Chief Executive
Officer of TeleDiffusion de France S.A. since 1992. Prior to
1992, Mr. Chetaille was a technical advisor to the President
of the French Republic for four years. Mr. Chetaille is
nominated as one of the two directors to be elected by the holders of the Class
A Common Stock.
12
<PAGE>
IV. Information About the Board of Directors
Meetings
During 1999, the Board held 7 regular meetings and 13 special meetings. All
incumbent directors attended at least seventy-five percent (75%) of the total
number of meetings of the Board and all committees on which they served with
the exception of Bruno Chetaille who attended 60% of the total number of
meetings of the Board.
Committees
The Board has four (4) standing committees: a Finance and Audit Committee, a
Compensation Committee, an Executive Committee and a Nominating and Corporate
Governance Committee. At least one Class A Common Stock director (a TdF Group
Director) will be on the Executive Committee and the Nominating and Corporate
Governance Committee so long as TdF is qualified (holds 5% or more of the CCIC
Common Stock determined on a converted basis for stock of Crown Castle UK
Holdings Limited, formerly known as Castle Transmission Services (Holdings)
Ltd). Mr. Azibert is currently the TdF Group director on such committees.
Pursuant to the Stockholders Agreement, the Chief Executive Officer of CCIC is
on the Nominating and Corporate Governance Committee.
.Finance and Audit Committee
Duties:
. Review with Company management and the independent auditors:
. the effectiveness and adequacy of CCIC's financial organization and
internal control
. the effectiveness and scope of the activities of the independent
auditors and the internal auditors
. significant changes in accounting policies
. federal income tax issues and related reserves
. potential significant litigation
. Recommend to the Board of Directors the selection of independent auditors
Members: Mr. Hack (Chair), Mr. Hutcheson and Mr. McKenzie--all outside
directors
Number of Meetings in 1999: 2
13
<PAGE>
. Compensation Committee
Duties:
. review and approve compensation policies and practices for top
executives
. establish total compensation for the Chief Executive Officer and
President
. review and approve major changes in CCIC's employee benefit plans
. review and approve director compensation policies
Members: Mr. Martin (Chair), Mr. Ferenbach and Mr. McKenzie--all outside
directors
Number of Meetings in 1999: 4
. Executive Committee
Duties:
Acts in place of the Board in emergencies or in cases where immediate and
necessary action is required and the full Board cannot be readily assembled.
Members: Mr. Ferenbach (Chair), Mr. Miller, Mr. Schutz, Mr. Hack and
Mr. Azibert--all outside directors except Mr. Miller.
Number of Meetings in 1999: 2
. Nominating and Corporate Governance Committee
Duties:
. review and recommend candidates for director
. recommend Board meeting formats and processes
. oversee corporate governance
If a stockholder wishes to recommend a nominee for director, the recommendation
should be sent in a timely manner to the Corporate Secretary at the address
appearing on the notice of Annual Meeting (see Section IX--Stockholder
Proposals for 2001 Annual Meeting.) All recommendations should be accompanied
by a complete statement of such person's qualifications and an indication of
the person's willingness to serve. All serious recommendations will be
considered by the Committee.
Members: Mr. McKenzie (Chair), Mr. Ferenbach, Mr. Hutcheson, Mr. Miller and
Mr. Azibert--all outside directors except Mr. Miller.
Number of Meetings in 1999: 2
14
<PAGE>
Board Compensation and Relationships
. Compensation Plan. Effective July 10, 1998, the Board adopted a compensation
arrangement for non-management directors of CCIC.
. Retainer and Fees. Each non-management director of CCIC receives an annual
retainer of $15,000 paid quarterly and reimbursement of reasonable incidental
expenses.
. Options. At the first Board meeting of each year, CCIC grants each non-
management director an option to purchase 5,000 shares of Common Stock
pursuant to the Amended and Restated 1995 Stock Option Plan. The exercise
price equals the fair market value of the shares at the date of grant. The
options have a 10-year life and are exercisable on the date of grant. In
1999, CCIC granted each non-management director an option to purchase 5,000
shares at a price of $20.9375 per share.
. Other Compensation. Management directors receive no additional compensation
for their service as directors. No other remuneration is paid to directors.
Non-management directors do not participate in CCIC's employee benefit plans
other than the Amended and Restated 1995 Stock Option Plan.
. Certain Relationships and Related Transactions. On November 19, 1999, GE
Capital Structured Finance Group, or SFG, made a $200,000,000 strategic
investment in us in exchange for 200,000 shares of our 8 1/4% Cumulative
Convertible Redeemable Preferred Stock and warrants to purchase 1,000,000
shares of our common stock. The warrants have an exercise price of $26.875
per share and are exercisable, in whole or in part, at any time for a period
of five years following the issue date. The net proceeds of this investment
were used to pay a portion of the purchase price for our recent transaction
with GTE Wireless. The certificate of designation relating to the preferred
stock issued in connection with the strategic investment provides that so
long as GE Capital or its permitted transferees hold at least 50% of such
preferred stock, GE Capital will have the right to designate one nominee to
be a member of the Board of Directors of CCIC. William D. Strittmatter has
served as a director of CCIC as the nominee of GE Capital since November 1999
and is also Vice President of GE Capital and Managing Director--
Telecommunications for SFG.
David L. Ivy, Director and Vice Chairman--Global Mergers and Acquisitions of
CCIC, and Edward W. Wallander, President and Chief Operating Officer of
Crown Castle USA Inc., are brothers-in-law.
15
<PAGE>
V. Executive Officers of the Company
Set forth below is certain information relating to the current executive
officers of the Company. Officers of the Company are elected annually.
Biographical information with respect to Messrs Miller, Ivy and Kelly is set
forth above under "III. Board of Directors."
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Ted B. Miller, Jr. .......... 48 Chairman of the Board, Chief Executive Officer
David L. Ivy................. 53 Vice Chairman of the Board, Global Mergers
and Acquisitions
John P. Kelly................ 42 President and Chief Operating Officer
Charles C. Green, III........ 53 Executive Vice President, Global Finance
George E. Reese.............. 49 Executive Vice President, International
Alan Rees.................... 56 Executive Vice President, Technology
E. Blake Hawk................ 50 Executive Vice President, General Counsel
W. Benjamin Moreland......... 36 Senior Vice President, Chief Financial Officer
and Treasurer
Edward W. Wallander.......... 42 President and Chief Operating Officer,
Crown Castle USA Inc.
Robert E. Giles.............. 52 President and Chief Operating Officer,
Crown Castle UK Limited
Peter G. Abery............... 52 Managing Director, Crown Castle Australia
</TABLE>
Charles C. Green, III became Executive Vice President of Global Finance of CCIC
in April 2000. Prior to that he served as Executive Vice President and Chief
Financial Officer of CCIC from September 1997. He has been a director of Crown
Castle UK Limited ("CCUK") and each of its wholly owned subsidiaries since
August 1998. Mr. Green was the President and Chief Operating Officer of Torch
Energy Advisors Incorporated, a major energy asset management and outsourcing
company, from 1993 to 1995, and Vice Chairman of the board of directors and
Chief Investment Officer from 1995 to 1996. From 1992 to September 1997, he was
an officer, and later the Executive Vice President and Chief Financial Officer,
of Bellwether Exploration Company, an oil and gas exploration and production
company and an affiliate of Torch. From 1982 to 1992, Mr. Green was President,
Chief Operating Officer and Chief Financial Officer of Treptow Development
Company, a real estate development company. Mr. Green currently serves on the
board of directors of Teletouch Communications, Inc. He has been a Chartered
Financial Analyst since 1974. Mr. Green is a director and/or officer of each
wholly owned subsidiary of CCIC.
George E. Reese was named Executive Vice President--International in May 1999.
Mr. Reese was the Chief Financial Officer and Secretary of CCUK and each of its
wholly owned subsidiaries from February 1997 to December 1999. He was a
director of CCUK
16
<PAGE>
and each of its wholly owned subsidiaries until December 1999. Since April
1995, Mr. Reese has served as President of Reese Ventures, Inc., an
international investment consulting firm, which he established in 1995. From
1972 to 1995, Mr. Reese was employed by Ernst & Young, L.L.P. where he was
named Partner In Charge of the Houston office's energy department and was
appointed Managing Partner of the firm's operations in the former Soviet Union.
Mr. Reese was a founder of the Council on Foreign Investment in Russia and was
a founding member of the American Chamber of Commerce in Russia.
Alan Rees was appointed Executive Vice President--Technology for CCIC in April
2000. Prior to that he served as the Chief Operating Officer of CCUK and each
of its wholly owned subsidiaries from February 1997 and as President from
December 1999. He was elected as a director of CCUK and each of its wholly
owned subsidiaries in May 1997. From 1994 to 1997, Mr. Rees served as the
General Manager of Transmission for the broadcast transmission division of the
BBC.
E. Blake Hawk has been Executive Vice President and General Counsel since
February 1999. Mr. Hawk was an attorney with Brown, Parker & Leahy, LLP in
Houston, Texas from 1980 to 1999 and became a partner with the firm in 1986.
Mr. Hawk has been a Certified Public Accountant since 1976.
W. Benjamin Moreland was appointed Chief Financial Officer and Treasurer of
CCIC in April 2000. Prior to that he served as Senior Vice President and
Treasurer of CCIC and its domestic subsidiaries from October 1999. Mr. Moreland
joined CCIC following 15 years with Chase Manhattan Bank, primarily in
corporate finance and real estate investment banking. He is responsible for all
treasury functions, banking relationships and general corporate financing
activities for CCIC.
Edward W. Wallander became President and Chief Operating Officer of Crown
Castle USA in April 2000. Prior to that he served as Senior Vice President and
Chief Information Officer of CCIC from April 1998. From August 1990 to April
1998, Mr. Wallander worked for PNC Bank in various capacities including Senior
Vice President and Chief Operating Officer of PNC Brokerage Corp. Prior to PNC
Bank, Mr. Wallander was a commercial real estate lender of Mellon Bank, N.A.
and a Certified Public Accountant for Ernst & Young, L.L.P.
Robert E. Giles was named President and Chief Operating Officer of CCUK in
April 2000. Prior to that he served as Executive Vice President & Chief
Commercial Officer for CCUK from December 1999. He serves as member of the
board of directors for CCUK and each of its subsidiaries. Mr. Giles has 27
years experience in the commercial real estate, banking, and energy sectors.
Prior to joining Crown Castle, Mr. Giles was President of Title Network, Ltd.,
a real estate services firm that he owned in partnership with Goldman Sachs.
17
<PAGE>
Peter Abery was appointed Managing Director of Crown Castle Australia Limited
(CCAL) and its subsidiary, CCAL Towers PTY in February 2000. Mr. Abery was
formerly Managing Director of Vodafone Network in Australia from October 1998.
From November 1988 until joining Vodafone, Mr. Abery held various positions
with Telstra Corporation including Managing Director of Industry Services for
Domestic Wholesale Business and Director of Strategy. Mr. Abery has a Master of
Science in Electrical Engineering, an MBA, and he attended the International
Senior Manager Program at Harvard Business School.
18
<PAGE>
VI. Stockholders Agreement
On August 21, 1998, we entered into the Stockholders Agreement in connection
with (i) the exchange of Common Stock and Class A Common Stock for stock of
Crown Castle UK Holdings Limited (formerly known as Castle Transmission
Services (Holdings) Ltd) held by stockholders other than TdF and us and (ii)
our initial public offering of Common Stock. As of August 21, 1998,
stockholders which were parties to the Stockholders Agreement held 66,003,327
shares of Common Stock and 11,340,000 shares of the Class A Common Stock (or
approximately 80% of the outstanding stock). As of the record date, the
stockholders which are parties to the Stockholders Agreement hold 29,859,898
shares of Common Stock and 11,340,000 shares of the Class A Common Stock (or
approximately 25.7% of the outstanding common stock).
Pursuant to the Stockholders Agreement, as amended, directors are designated
and nominated as follows:
. So long as the TdF Group holds at least 5% of our Common Stock, TdF will
have the right to nominate one director and will generally have the
right to nominate two directors. The current TdF Group directors are Mr.
Azibert and Mr. Chetaille, who also are the Class A Common Stock
directors.
. So long as the Miller Group maintains an ownership interest, they will
have the right to nominate one director. The current Miller Group
director is Mr. Miller.
. Our Chief Executive Officer will have the right to nominate one
director. The current Chief Executive Officer director is Mr. Ivy.
. So long as the ownership interest of Centennial Group is at least 5%,
they will have the right to nominate one director. The current
Centennial Group director is Mr. Schutz. As of March 31, 2000, the
ownership interest of the Centennial Group was less than 5%.
. So long as the ownership interest of the Berkshire Group is at least 5%,
they will have the right to elect one director. The current director of
the Berkshire Group is Mr. Ferenbach. As of March 31, 2000, the
ownership interest of the Berkshire Group was less than 5%.
. So long as the ownership interest of the Nassau Group is not less than
the ownership interest of the Nassau Group immediately following our
initial public offering, the Nassau Group will have the right to elect
one director. The current Nassau Group director is Mr. Hack. As of March
31, 2000, the ownership interest of the Nassau Group was less than the
ownership interest of the Nassau Group immediately following our initial
public offering.
. All other directors will be nominated in accordance with our certificate
of incorporation and bylaws.
19
<PAGE>
. In 1999, the Crown Group's right to designate a director was terminated,
and Robert Crown resigned as a director. The Crown Group includes Robert
A. Crown, Barbara Crown and certain entities established by them and
their permitted transferees.
We will use our best efforts to solicit from our stockholders eligible to vote
in the election of directors proxies in favor of the nominees selected in
accordance with the provisions of the Stockholders Agreement (including the
inclusion of each director nominee in the management's slate of nominees). Each
stockholder which is a party to the Stockholders Agreement will vote its shares
in favor of the election of the persons nominated pursuant to the Stockholders
Agreement and against the election of any other persons nominated in opposition
thereto. The stockholders which are parties to the Stockholders Agreement
include the TdF Group, the Berkshire Group, the Centennial Group, the Crown
Group, the Candover Group, the Nassau Group, Mr. Miller, Fay Richwhite
Communications Limited, PNC Venture Corp., American Home Assurance Company, New
York Life Insurance Company, The Northwestern Mutual Life Insurance Company,
and Prime VIII, L.P. The Crown Group has ceased to be a party to the
Shareholders Agreement other than with respect to matters relating to the Crown
Castle name. The Candover Group includes Candover Investments plc, Candover
Partners Limited and Candover (Trustees) Limited.
20
<PAGE>
VII. Security Ownership of CCIC
Management Ownership
The table below shows the beneficial ownership as of March 31, 2000 of our
capital stock by each of the directors and executive officers of CCIC and all
directors and executive officers as a group. This table also gives effect to
shares that may be acquired pursuant to options, warrants or convertible stock
within 60 days after March 31, 2000 (May 30, 2000).
<TABLE>
<CAPTION>
Shares Beneficially
Owned
---------------------
Executive Officers and Directors(a) Title of Class Number Percent(b)
----------------------------------- ---------------- ---------- ----------
<S> <C> <C> <C>
Ted B. Miller, Jr. ..................... Common Stock(c) 4,769,465 3.5
David L. Ivy............................ Common Stock(d) 1,628,024 1.2
Charles C. Green, III................... Common Stock(e) 1,254,198 *
John P. Kelly(f)........................ Common Stock(g) 456,423 *
Alan Rees(h)............................ Common Stock(i) 859,322 *
George E. Reese......................... Common Stock(j) 1,230,705 *
W. Benjamin Moreland.................... Common Stock 0 *
Edward W. Wallander(k).................. Common Stock(l) 121,882 *
Robert E. Giles(m)...................... Common Stock 0 *
Michel Azibert(n)....................... Common Stock(o) 65,000 *
Peter G. Abery (p)...................... Common Stock 0 *
E. Blake Hawk........................... Common Stock(q) 195,845 *
Bruno Chetaille(r)...................... Common Stock(s) 15,000 *
Carl Ferenbach(t)....................... Common Stock(u) 5,703,271 4.3
Randall A. Hack(v)...................... Common Stock(w) 262,126 *
Robert F. McKenzie(x)................... Common Stock(y) 207,500 *
J. Landis Martin(z)..................... Common Stock(aa) 106,862 *
Jeffrey H. Schutz(bb)................... Common Stock(cc) 304,616 *
Edward C. Hutcheson, Jr. (dd)........... Common Stock(ee) 111,831 *
William D. Strittmatter(ff)............. Common Stock(gg) 5,000 *
Directors and Executive Officers as a
group
(20 persons total)..................... Common Stock(hh) 17,297,070 12.0
</TABLE>
- ---------
* Less than 1%
(a) Except as otherwise indicated, the address of each person in this table is
c/o Crown Castle International Corp., 510 Bering Drive, Suite 500, Houston,
TX 77057.
(b) Pursuant to SEC rules, Common Stock percentages are based on the number of
outstanding securities, but exclude the 15,597,783 shares of Common Stock
held by Crown Atlantic Holding Company LLC.
(c) Includes options for 4,573,811 shares of Common Stock. A trust for the
benefit of Mr. Miller's children holds 99,995 shares of Common Stock.
21
<PAGE>
(d) Represents options for 1,628,024 shares of Common Stock.
(e) Represents options for 1,254,198 shares of Common Stock.
(f) Mr. Kelly's principal business address is c/o Crown Castle International
Corp., 375 Southpointe Blvd., Canonsburg, PA 15317.
(g) Includes options for 455,413 shares of Common Stock.
(h) Mr. Rees' principal business address is c/o Crown Castle UK Limited,
Warwick Technology Park, Heathcote Lane, Warwick CV346TN, United Kingdom.
(i) Represents options for 859,322 shares of Common Stock.
(j) Includes options for 1,050,705 shares of Common Stock.
(k) Mr. Wallander is the President and Chief Operating Officer of Crown Castle
USA, Inc. and his principal business address is 375 Southpointe Blvd.,
Canonsburg, PA 15317.
(l) Includes options for 121,882 shares of Common Stock.
(m) Mr. Giles is the President and Chief Operating Officer of Crown Castle UK
Limited, and his principal business address is Warwick Technology Park,
Heathcote Lane, Warwick CV346TN, United Kingdom.
(n) Mr. Azibert's principal business address is c/o TeleDiffusion de France
International S.A., 10 Rue d'Oradour sur Glane, 75732 Paris 15 France.
(o) Includes options for 15,000 shares of Common Stock.
(p) Mr. Abery's principal business address is c/o Crown Castle Australia, c/-
Level 10, 66 Hunter Street, Sydney, Australia NSW 2000.
(q) Represents options for 195,845 shares of Common Stock.
(r) Mr. Chetaille's principal business address is c/o TeleDiffusion de France
S.A., 10 Rue d'Oradour sur Glane, 75732 Paris 15 France.
(s) Represents options for 15,000 shares of Common Stock.
(t) Mr. Ferenbach's principal business address is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, MA 02108.
(u) Includes options for 35,000 shares of Common Stock, 5,598,271 shares of
Common Stock beneficially owned by members of the Berkshire Group and
warrants for 70,000 shares of Common Stock held by the Berkshire Group. Mr.
Ferenbach disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein.
(v) Mr. Hack's principal business address is c/o Nassau Capital LLC, 22
Chambers St., Princeton, NJ 08542.
(w) Includes options for 35,000 shares of Common Stock, 177,126 shares of
Common Stock beneficially owned by members of the Nassau Group and warrants
for 50,000 shares of Common Stock held by the Nassau Group. Mr. Hack
disclaims beneficial ownership of such shares.
22
<PAGE>
(x) Mr. McKenzie's principal business address is P. O. Box 1133, 1496 Bruce
Creek Road, Eagle, CO 81631.
(y) Includes options for 114,375 shares of Common Stock.
(z) Mr. Martin's principal business address is c/o Timet Corporation, 1999
Broadway, Suite 4300, Denver, CO 80202.
(aa) Includes options for 5,000 shares of Common Stock and warrants for 8,000
shares of Common Stock. A trust for the benefit of Mr. Martin's children
holds 5,000 shares of Common Stock.
(bb) Mr. Schutz's principal business address is c/o The Centennial Funds, 1428
Fifteenth Street, Denver, CO 80202-1318. Mr. Schutz is a general partner
of each of Centennial Holdings IV (which is the general partner of
Centennial Fund IV) and Centennial Holdings V (which is the general
partner of Centennial Fund V and Centennial Entrepreneurs Fund V).
However, neither Mr. Schutz nor any other general partner of either
Holdings IV or Holdings V, acting alone, has voting or investment power of
those securities directly beneficially held by Centennial Fund IV,
Centennial Fund V and Centennial Entrepreneurs Fund V, and, as a result,
Mr. Schutz disclaims beneficial ownership of the Company's securities
directly beneficially owned by such funds, except to the extent of his
pecuniary interest therein.
(cc) Includes options for 35,000 shares of Common Stock and 217,285 shares of
Common Stock beneficially owned by members of the Centennial Group. Mr.
Schutz disclaims beneficial ownership of such shares.
(dd) Mr. Hutcheson's principal business address is c/o Pinnacle Global Group,
Inc., 5599 San Felipe, Suite 555, Houston, Texas 77056.
(ee) Includes options for 10,000 shares of Common Stock. A trust for the
benefit of Mr. Hutcheson's children holds 10,000 shares of Common Stock.
(ff) William D. Strittmatter's principal business address is c/o GE Capital,
120 Long Ridge Road, Stamford, CT 06927.
(gg) Includes options for 5,000 shares of Common Stock.
(hh) Includes options for 10,408,575 shares of Common Stock and warrants for
128,000 shares of Common stock.
23
<PAGE>
Other Security Ownership
The following is a tabulation as of March 31, 2000 of those stockholders of
CCIC who own beneficially in excess of 5% of each class of CCIC voting
securities.
<TABLE>
<CAPTION>
Shares Beneficially
Owned
---------------------
Beneficial Owner Title of Class Number Percent(b)
---------------- ------------------------ ---------- ----------
<S> <C> <C> <C>
BellSouth Corporation(b)....... Common Stock 8,170,712 6.1
Crown Atlantic Holding Company
LLC(c)........................ Common Stock 15,597,783 10.5
General Electric Capital
Corporation(d)................ 8 1/4% Cumulative
Convertible Redeemable
Preferred Stock 200,000 100.0
Common Stock 8,441,860 6.0
Janus Capital Corporation(e)... Common Stock 9,840,165 7.4
Transmission Future Networks
B.V.(f)....................... Class A Common Stock 11,340,000 100.0
Common Stock 25,212,396 17.4
</TABLE>
- ---------
(a) Pursuant to SEC rules, Common Stock percentages are based on the number of
outstanding securities, but exclude the 15,597,783 shares of Common Stock
held by Crown Atlantic Holding Company LLC unless otherwise indicated.
(b) Based on a Schedule 13G filed on February 15, 2000, BellSouth Corporation
reports sole voting and dispositive power with respect to all such shares.
Percentage ownership shown is calculated based on the number of shares of
Common Stock outstanding as of March 31, 2000, rather than February 15,
2000.
(c) Crown Atlantic Holding Company LLC is a joint venture 61.5% owned by our
subsidiary, CCA Investment Corp. and 38.5% owned by Bell Atlantic Mobile
and certain of its affiliates. The principal business address of Crown
Atlantic Holding Company LLC is 375 Southpointe Blvd., Canonsburg, PA
15317. The Common Stock held by Crown Atlantic Holding Company LLC cannot
be voted and is not counted for quorum purposes pursuant to Delaware law so
long as it is held by the venture. For purposes of this percentage
ownership calculation, shares held by Crown Atlantic Holding Company LLC
are included in the number of shares of Common Stock outstanding.
(d) The aggregate Preferred Stock number represents all outstanding 8 %
Cumulative Convertible Redeemable Preferred Stock. Such shares of Preferred
Stock vote with the Common Stock in proportion to the number of shares of
Common Stock into which they are convertible. The aggregate Common Stock
number includes warrants
24
<PAGE>
for 1,000,000 shares of Common Stock and 7,441,860 shares of Common Stock
issuable upon conversion of the 8 1/4% Cumulative Convertible Redeemable
Preferred Stock.
(e) Based on a Schedule 13G filed on February 15, 2000, Janus Capital
Corporation reports sole voting and dispositive power with respect to all
such shares as a result of acting as investment advisor to various
investment companies. The Schedule 13G states that Janus Capital does not
have the right to receive dividends from, or the proceeds from the sale of,
such shares and disclaims any ownership associated with such rights. The
Schedule 13G also indicates that Thomas H. Bailey, president and chairman
of the board and 12.2% equity owner of Janus Capital, may be deemed to have
the power to exercise or direct the voting and/or dispositive power that
Janus Capital may have over such shares. Mr. Bailey specifically disclaims
beneficial ownership over such shares in the Schedule 13G. Percentage
ownership shown is calculated based on the number of shares of Common Stock
outstanding as of March 31, 2000, rather than February 15, 2000.
(f) The aggregate Common Stock number includes 11,340,000 shares of Common
Stock issuable upon conversion of the outstanding Class A Common Stock into
shares of Common Stock. Transmission Future Networks B.V. is an affiliate
of TeleDiffusion de France International S.A. TdF retains ownership of 20%
of the shares of capital stock of CCUK. Pursuant to a share exchange
agreement and subject to certain conditions, TdF has the right to exchange
its shares of capital stock of CCUK for 17,443,500 shares of our Class A
Common Stock (which is convertible into 17,443,500 shares of Common Stock).
Without taking into account the exchange of the CCUK capital stock or any
conversions of Class A Common Stock (13,872,396 shares), TFN currently has
approximately 10.4% of the outstanding shares of Common Stock. Assuming the
exchange of the CCUK capital stock and the conversion of all Class A Common
Stock into Common Stock, TdF and TFN combined would have approximately
26.3% of the voting power of Common Stock. The principal business address
of TFN is c/o TeleDiffusion de France International S.A., 10 Rue d'Oradour
sur Glane, 75732 Paris 15 France.
25
<PAGE>
VIII. Executive Compensation
Summary Compensation Table
The following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of CCIC to its Chief Executive Officer and the next four
most highly paid executive officers for 1997, 1998 and 1999.
<TABLE>
<CAPTION>
Number of
Securities
Name and Principal Salary Bonus Underlying All Other
Position Year ($) ($) Options (#)(a) Compensation ($)
------------------ ---- -------- -------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Ted B. Miller, Jr....... 1999 $325,000 $325,000 595,219 $--
Chief Executive Officer 1998 325,000 300,000 3,013,000 --
and Chairman of 1997 281,575 626,250 625,000 --
the Board
David L. Ivy............ 1999 $225,000 $168,750 299,892 $--
Vice Chairman--Global 1998 225,000 150,000 1,455,000 --
Mergers and
Acquisitions 1997 200,000 300,000 250,000 --
and Director
Charles C. Green III.... 1999 $235,000 $176,250 299,892 $--
Executive Vice
President 1998 235,000 56,250 940,000 --
of Global Finance 1997 75,000(b) -- 250,000 --
John P. Kelly........... 1999 $235,000 $176,250 423,431 $--
President and Chief 1998 117,500(c) 73,462 500,000 --
Operating Officer 1997 -- -- -- --
George E. Reese......... 1999 $250,000 $186,500 251,627 $--
Executive Vice
President 1998 250,000 187,500 1,205,000 --
--International 1997 208,555(d) 178,875 -- --
</TABLE>
- ---------
(a) All awards are for options to purchase the number of shares of Common
Stock indicated.
(b) Mr. Green began working for CCIC on September 1, 1997, at an annual salary
of $225,000.
(c) Mr. Kelly began working for Crown Communication Inc. on July 6, 1998, at
an annual salary of $235,000.
(d) Mr. Reese began working for CCUK on February 28, 1997 at an annual salary
of $250,000.
26
<PAGE>
Option Grants in 1999
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(a)
-------------------------------------------- ---------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ted B Miller, Jr........ 100,000 2.1% $20.9375 1/14/09 $1,316,748 $3,336,898
209,472 4.5 18.1250 3/4/09 2,387,712 6,050,930
42,253 0.9 18.5625 3/14/09 493,255 1,250,006
129,239 2.8 18.8750 6/1/09 1,534,117 3,887,753
55,159 1.2 19.9370 6/2/09 691,599 1,752,647
59,096 1.3 20.0630 7/30/09 745,645 1,889,610
David L. Ivy............ 75,000 1.6% $20.9375 1/14/09 $ 987,561 $2,502,674
94,600 2.0 18.1250 3/4/09 1,078,318 2,732,671
18,486 0.4 18.5625 3/14/09 215,803 546,887
58,366 1.3 18.8750 6/1/09 692,827 1,755,760
24,911 0.5 19.9370 6/2/09 312,341 791,533
28,529 0.6 20.0630 7/30/09 359,965 912,222
Charles C. Green, III... 75,000 1.6% $20.9375 1/14/09 $ 987,561 $2,502,674
94,600 2.0 18.1250 3/4/09 1,078,318 2,732,671
18,486 0.4 18.5625 3/14/09 215,803 546,887
58,366 1.3 18.8750 6/1/09 692,827 1,755,760
24,911 0.5 19.9370 6/2/09 312,341 791,533
28,529 0.6 20.0630 7/30/09 359,965 912,222
John P. Kelly........... 32,500 0.7% $20.9375 1/14/09 $ 427,943 $1,084,492
30,407 0.7 18.1250 3/4/09 346,601 878,354
14,524 0.3 18.5625 3/14/09 169,551 429,676
45,859 1.0 18.8750 6/1/09 544,364 1,379,525
19,573 0.4 19.9370 6/2/09 245,412 621,921
50,000 1.1 21.0630 7/31/09 662,320 1,678,450
30,568 0.7 20.0630 7/30/09 385,692 977,420
200,000 4.3 15.5000 9/30/09 1,949,573 4,940,602
George E. Reese......... 75,000 1.6% $20.9375 1/14/09 $ 987,561 $2,502,674
81,086 1.7 18.1250 3/4/09 924,276 2,342,297
15,845 0.3 18.5625 3/14/09 184,972 468,756
45,859 1.0 18.8750 6/1/09 544,364 1,379,525
19,573 0.4 19.9370 6/2/09 245,412 621,921
14,264 0.3 20.0630 7/30/09 179,976 456,095
</TABLE>
- ---------
(a) The potential realizable value assumes a per-share market price at the
time of the grant to be approximately equal to the exercise price with an
assumed rate of appreciation of 5% and 10%, respectively, compounded
annually for 10 years.
27
<PAGE>
Aggregated Option Exercises in 1999 And Year-End Option Values
The following table details the December 31, 1999 year end estimated value of
each named executive officer's unexercised stock options. All unexercised
options are to purchase the number of shares of Common Stock indicated.
<TABLE>
<CAPTION>
Number of
Securities
Underlying
Shares Unexercised Value of Unexercised
Acquired Options at In-the-Money Options
on Year-End (#) at Year-End ($)
Exercise Value Exercisable (E)/ Exercisable (E)/
Name (#) Realized ($) Unexercisable (U) Unexercisable (U)(a)
---- -------- ------------ ----------------- --------------------
<S> <C> <C> <C> <C>
Ted B. Miller, Jr....... -- -- 4,068,073(E) $101,852,733(E)
510,146(U) 7,490,867(U)
David L. Ivy............ -- -- 1,894,964(E) 46,352,732(E)
284,928(U) 4,314,029(U)
Charles C. Green, III... -- -- 1,264,964 (E) 28,294,982(E)
224,928(U) 2,836,529(U)
John P. Kelly........... -- -- 320,142(E) 6,961,102(E)
603,289(U) 9,540,046(U)
George E. Reese......... 175,000 3,008,250 1,088,876(E) 26,925,452(E)
192,751(U) 2,417,952(U)
</TABLE>
- ---------
(a) The estimated value of exercisable in-the-money stock options held at the
end of 1999 assumes a per-share fair market value of $32.125 and per-share
exercise prices ranging from $0.40 to $21.063 as applicable.
28
<PAGE>
Termination and Change of Control Arrangements
. Severance Agreements. Under severance agreements entered into with certain
executive officers, CCIC is required to provide severance benefits to these
executive officers if they are terminated without cause (as defined in the
severance agreements) or they terminate their employment with good reason
(as defined in the severance agreements) (collectively, a "qualifying
termination"). The severance agreements provide for enhanced severance
benefits if the executive officers incur a qualifying termination within the
two-year period following a change in control (as defined in the severance
agreements). Upon a qualifying termination that does not occur during the
change in control period, an eligible executive officer is entitled to:
(1) a lump sum payment equal to two times the sum of his base salary and
annual bonus,
(2) continued coverage under specified welfare benefit programs for two
years, and
(3) immediate vesting of any outstanding options and restricted stock
awards.
Upon a qualifying termination during the change in control period, an
eligible executive officer is entitled to:
(1) receive a lump sum payment equal to three times the sum of his base
salary and annual bonus,
(2) continued coverage under specified welfare benefit programs for three
years, and
(3) immediate vesting of any outstanding options and restricted stock
awards.
. Stock Options. All unvested stock options granted to executive officers vest
upon a change in control. The accelerated vesting provisions relating to a
change in control are contained in the individual stock option agreements.
29
<PAGE>
Report of the Compensation Committee on Executive Compensation
. Goals. CCIC's executive officer compensation program is designed to align
total executive officer compensation with stockholder interests. The
program:
. attracts, incents and rewards executive officers for sound business
management and improvement in stockholder value
. balances its components so that the accomplishment of short- and long-
term operating and strategic objectives are encouraged and recognized
. requires achieving objectives within a "high-performance" team
environment
. attracts, motivates and retains executive officers necessary for the
long-term success of CCIC
. Compensation Program. CCIC's compensation program is designed to attract and
retain skilled individuals who are seasoned industry professionals. CCIC is
competing against well-funded and established telecommunications companies
for its talent. Published studies show that over 95% of major U.S.
corporations pay bonuses and grant some form of stock-based awards to
company executives. All of the companies used by the Compensation Committee
as the "peer group" for evaluating our executive officer compensation offer
base salary, stock options and bonuses. Our salaries are at market levels.
Importantly, we have emphasized the stock incentive portion in our efforts
to attract and retain qualified executive officers.
As a recently public company, the equity-based component of incentive plans
have become a critical element in being able to attract the talent we need
to continue our successful acquisitions and growth plans and the long-term
objectives are promoted by executive management and approved by the Board.
We believe that using stock options and performance-based bonuses match
executive officers' interests with those of the stockholders. The market
price of our stock must increase in order for an executive officer to
receive the value of a stock option. Therefore, our operating goals and
individual incentives will be targeted towards those activities that
increase stockholder value. If CCIC does not perform, the options are of
less value and performance-based bonuses are not paid.
. Salaries. The annual salaries for executive officers for the following
fiscal year are recommended by the Compensation Committee and approved by
the Board. Recommendations for annual salaries for the executive officers
other than the Chief Executive Officer are made by the Chief Executive
Officer to the Compensation Committee, based on his first hand knowledge of
the contribution of each executive officer to his or her respective area of
concentration and responsibility. There is no precise test or formula by
which the recommended salary is related to performance. Rather than follow
such a rigid standard, the Committee believes that CCIC's interests
30
<PAGE>
are best served by having a flexible compensation policy that gives the
Committee the leeway to fix compensation after considering the factors
enumerated above and evaluating each situation as required.
. Incentive Compensation. We have compensation arrangements for executive
officers that include annual cash bonuses for the achievement of certain
performance targets such as the improvement of earnings before interest,
taxes, depreciation and amortization. Achieving high standards of business
performance are rewarded financially, and significant compensation is at
risk if these high standards are not met. For executive officers, target
cash bonuses approximate 50 to 100 percent of base salary.
. Stock Options. Executive officers are granted discretionary annual incentive
stock options pursuant to the Amended and Restated 1995 Stock Option Plan.
As in the case of salaries, the Compensation Committee does not use a
precise test or formula of corporate performance in determining either the
timing or number of shares subject to options to be granted.
We have a discretionary strategic acquisition option bonus pool of up to
1.29% of the purchase price or deal value for major acquisitions, mergers,
new business initiatives and similar transactions that are consistent with
our mission statement and long-term business plans. The options are part of
the Amended and Restated 1995 Stock Option Plan and subject to review by the
Compensation Committee. We contemplate that the options will generally be:
. granted subject to close of the applicable transaction
. priced at the fair market value at the close of business one day prior
to the public announcement of the applicable transaction
. vested at the closing of the applicable transaction as to 33 1/3% of the
option shares
. vested as to the remaining options over five years with accelerated
vesting, in trauches, if certain price performance criteria for the
Common Stock is obtained
In summary, the Company has an appropriate and competitive compensation
program, which is designed to increase stockholder value and attract and retain
qualified executives.
J. Landis Martin, Chairman
Carl Ferenbach
Robert F. McKenzie
Compensation Committee
31
<PAGE>
Stockholder Return Performance Presentation
The following chart compares the yearly percentage change in the cumulative
shareholder return on CCIC's Common Stock against the cumulative total return
of the NASDAQ Market Index and SIC Code Index (Communications Services, NEC)
for the period commencing August 18, 1998 and ended December 31, 1999.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRIAL INDEXES AND/OR BROAD MARKETS
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
COMMUNICATIONS NASDAQ
CROWN SERVICES, MARKET
Fiscal Year Ending CASTLE NEC INDEX
- --------------------- ------------- -------------- ----------
<S> <C> <C> <C>
Measurement Pt-12/31/1999 $247.12 $163.13 $260.55
FYE 12/31/1998 $180.77 $115.81 $147.73
FYE 08/18/1998 $100.00 $100.00 $100.00
</TABLE>
32
<PAGE>
IX. Other Matters
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires CCIC's directors
and executive officers, and persons who own more than 10% of a registered class
of CCIC's equity securities, to file with the SEC and the NASDAQ reports of
ownership and changes in ownership of Common Stock and other equity securities
of CCIC. Executive officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based on the review of copies of such reports furnished to us and written
representations that no other reports were required, we believe that, during
the 1999 fiscal year, all Section 16(a) filing requirements applicable to
CCIC's executive officers, directors and greater than 10% beneficial owners
were complied with except for (i) Bruno Chetaille failed to file either a Form
4 or Form 5 for the 5,000 stock options granted in January 1999 and (ii)
potential filings by certain stockholders which may be deemed to be a 10%
beneficial owner as a result of the Stockholders Agreement. Such stockholders
are potentially members of a group for Section 16(a) reporting purposes and
inadvertently failed to timely file Form 4 reports representing such ownership
which potentially should have been filed at the time of their disposition of
CCIC Common Stock during 1999. The potential group of beneficial owners which
may have failed to timely file a Form 4 consists of New York Life Insurance
Company, American Home Assurance Company, PNC Venture Corp., Harvard Private
Capital Holdings, Inc., Fay Richwhite Communications Limited, Prime VIII, L.P.,
The Northwestern Mutual Life Insurance Company, and certain of their
affiliates. The delinquent Form 4 reports involve an aggregate of 5,604,857
shares of Common Stock, and each of the delinquent stockholders holds an
economic interest which is significantly less than 5% and is not entitled to
designate a director under the Stockholders Agreement.
33
<PAGE>
Stockholders Proposals for 2001 Annual Meeting
Stockholders wishing to have a proposal included in the Board's 2001 proxy
statement must submit the proposal so that the secretary of CCIC receives it no
later than December 26, 2000. Stockholders may make nominations for directors
and introduce proposals or other business to be considered at the 2001 Annual
Meeting provided such nominations and proposals are in accordance with CCIC's
bylaws and involve proper matters for stockholder action. Such Stockholder
nominations and proposals and other business for the 2001 Annual Meeting must
be received not less than 90 days (February 23, 2001) nor more than 120 days
(January 24, 2001) before May 23, 2001 at CCIC's principal executive offices,
510 Bering, Suite 500, Houston, TX 77057; Attn: Corporate Secretary. The Board
has determined that the Annual Meeting date for 2001 will be Wednesday, May 23,
2001. If the 2001 Annual Meeting is advanced by more than 30 days, or delayed
by more than 90 days, from May 23, 2001, the nomination or proposal must be
delivered not earlier than the 120th day prior to the 2001 Annual Meeting and
not later than the later of the 90th day prior to the 2001 Annual Meeting or
the 10th day following a change announcement of the 2001 Annual Meeting date.
The notice of nominations for the election of directors must set forth certain
information concerning the stockholder giving the notice and each nominee. A
copy of the applicable bylaw provision may be obtained, without charge, upon
written request to the Corporate Secretary.
The 2001 Annual Meeting is scheduled for Wednesday, May 23, 2001.
Expenses Relating to this Proxy Solicitation
CCIC will pay all expenses relating to this proxy solicitation. In addition to
this solicitation by mail, CCIC officers, directors, and employees may solicit
proxies by telephone or personal call without extra compensation for that
activity. CCIC also expects to reimburse banks, brokers and other persons for
reasonable out-of-pocket expenses in forwarding proxy material to beneficial
owners of CCIC stock and obtaining the proxies of those owners. CCIC has
retained ChaseMellon Shareholder Services of New York, NY to assist in the
solicitation of proxies. CCIC will pay the cost of such assistance, which is
estimated to be $10,000, plus reimbursement for out-of-pocket fees and
expenses.
The Board invites you to attend the Annual Meeting in person. If you are unable
to do so, please sign, date and return the enclosed proxy promptly in the
enclosed envelope, so that your shares will be represented at the meeting.
By Order of the Board of
Directors,
/s/ Kathy Glass Broussard
Kathy Glass Broussard
Corporate Secretary
34
<PAGE>
Principal Executive Offices Notice of
Crown Castle International Corp. Annual Meeting of Stockholders
510 Bering, Suite 500 May 24, 2000
Houston, TX 77057 and Proxy Statement
[Crown Castle Logo]
<PAGE>
<TABLE>
<CAPTION>
Please mark
your vote as [X]
indicated in
the example
<S> <C> <C>
FOR all nominees listed WITHHOLD
1 PROPOSAL TO ELECT THREE (3) (except as marked AUTHORITY
DIRECTORS OF THE COMPANY TO to the contrary) to vote for all nominees
SERVE FOR A TERM OF THREE listed
YEARS OR UNTIL THEIR RESPECTIVE
SUCCESSORS ARE ELECTED AND [_] [_]
QUALIFIED
01 David L. Ivy, 02 William D. Strittmatter, 03 John P. Kelly
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
____________________________________________
FOR AGAINST ABSTAIN
2 Election of KPMG as auditor [_] [_] [_]
3 IN THEIR DISCRETION, THE PROXIES ARE [_] [_] [_]
AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
"By checking the box to the right, I consent to future access of the Annual Report, [_]
Proxy Statement, prospectuses and other communications electronically via the Internet.
I understand that the Company may no longer distribute printed materials to me from any
future shareholder meeting until such consent is revoked. I understand that I may revoke any
consent at any time by contacting the Company's transfer agent, ChaseMellon Shareholder
Services, Ridgefield Park, NJ and that costs normally associated with electronic access,
such as usage and telephone charges, will be my responsibility."
WILL
ATTEND
If you plan to attend the Annual Meeting, please mark the WILL ATTEND box [_]
Dated ______________________________________________________2000
________________________________________________________________
Signature
________________________________________________________________
Signature if held jointly
Please sign this proxy as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by
the president or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
. FOLD AND DETACH HERE .
VOTE BY TELEPHONE
QUICK . . . EASY . . . IMMEDIATE
YOUR VOTE IS IMPORTANT! - YOU CAN VOTE IN ONE OF TWO WAYS:
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone 24 hours a day-7 days a week
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form
OPTION 1: To vote as the Board of Directors recommends on ALL proposals, press 1
When asked, please confirm by Pressing 1.
OPTION 2: If you choose to vote on each Proposal separately, press 0. You will hear these instructions
Proposal 1 - To vote FOR ALL nominees, press 1, to WITHHOLD FOR ALL nominees, press 9
To WITHHOLD FOR AN INDIVIDUAL nominee, press 0 and listen to the instructions
Proposal 2 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by Pressing 1.
The instructions are the same for all remaining proposals.
or
2. TO VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in the enclosed envelope.
NOTE: If you vote by telephone, THERE IS NO NEED TO MAIL BACK your Proxy Card.
THANK YOU FOR VOTING.
</TABLE>
<PAGE>
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX 77057
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Ted B. Miller, Jr. and E. Blake Hawk, and
each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated hereon, all of the
shares of the common stock of Crown Castle International Corp. (the "Company"),
held of record by the undersigned on March 27, 2000, at the Annual Meeting of
Stockholders of the Company to be held on May 24, 2000, and any adjournment(s)
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1 AND FOR
PROPOSALS 2 AND 3.
(To Be Dated And Signed On Reverse Side)
. FOLD AND DETACH HERE .
VIEW FUTURE PROXY STATEMENTS AND
ANNUAL REPORTS ON THE INTERNET
You may elect to view all future proxy statements and annual reports on the
Internet instead of receiving them by U.S. mail each year. If you choose online
access to the proxy statement and annual report you will continue to receive a
proxy card in the mail to use to vote your shares. Future proxy cards will
contain the website access address and other information needed to view the
proxy material and to submit your vote online.
To make this election, simply mark the box where indicated on your proxy card if
you are voting by mail. Alternatively, if you vote by telephone or on the
Internet, you may make the election when prompted during the voting process. See
other side for instructions.
If you elect to view the proxy material online and then change your mind, you
may revoke the election by contacting our transfer agent:
ChaseMellon Shareholder Services LLC
85 Challenger Road
Ridgefield Park, NJ 07660
1-800-635-9270
www.chasemellon.com
THANK YOU FOR VOTING
See other side for information on voting options.
