UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Crown Castle International Corporation
(Name of Issuer)
Common Stock $.01 par value
(Title of Class of Securities)
228227104
(CUSIP Number)
Mary Ellen O'Mara, Esq.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, MA 02110
(617) 951-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 2000 - March 31, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(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 ss. 240.13d-7 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>
CUSIP No. 228227104
1. Names of Reporting Persons. Berkshire Investors LLC
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization Massachusetts
Number of 7. Sole Voting Power 644,004
Shares Bene-
ficially Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 644,004
Persons With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 644,004
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.44%
14. Type of Reporting Person (See Instructions) OO
<PAGE>
CUSIP No. 228227104
1. Names of Reporting Persons. Berkshire Fund III, A Limited Partnership
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Massachusetts
Number of 7. Sole Voting Power 35,935
Shares Bene-
ficially Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 35,935
Persons With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 35,935
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.02%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104
1. Names of Reporting Persons. Third Berkshire Associates Limited
Partnership
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Massachusetts
Number of 7. Sole Voting Power 521,501
Shares Bene-
ficially Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 521,501
Persons With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 521,501
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 0.36%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104
1. Names of Reporting Persons. Fourth Berkshire Associates LLC
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Massachusetts
Number of 7. Sole Voting Power 4,988,332
Shares Bene-
ficially Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 4,988,332
Persons With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,988,332
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 3.4%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 228227104
1. Names of Reporting Persons. Berkshire Fund IV Limited Partnership
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ X ]
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6. Citizenship or Place of Organization Massachusetts
Number of 7. Sole Voting Power 4,988,332
Shares Bene-
ficially Owned 8. Shared Voting Power 0
by Each
Reporting 9. Sole Dispositive Power 4,988,332
Persons With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,988,332
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11) 3.4%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
Amendment No. 1 to a Statement on Schedule 13D
Introductory Statement
This Amendment No. 1 amends the Statement on Schedule 13D relating to the common
stock, par value $.01 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"). This amendment is being filed on behalf of Berkshire Fund III, A
Limited Partnership, Third Berkshire Associates Limited Partnership, Berkshire
Fund IV, Limited Partnership, Fourth Berkshire Associates LLC, and Berkshire
Investors, LLC (the "Berkshire Reporting Persons").
This amendment amends Items 4 and 5, with respect to information concerning the
Berkshire Reporting Persons, of the Original Schedule 13D previously filed by
Digital Future Investments B.V.; TeleDiffusion de France International S.A.;
TeleDiffusion de France; France Telecom; 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
Berkshire Reporting Person 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 4. Purpose of Transaction.
This Item is supplemented as follows:
On February 3, 2000, Berkshire Fund III and Berkshire Fund IV distributed
1,471,563 Shares and 3,137,506 Shares respectively to their partners. On
February 11, 2000, Berkshire Fund III and Berkshire Fund IV distributed an
additional 1,471, 563 Shares and 3,137,506 Shares respectively to their
partners.
On February 28, 2000, Berkshire Investors distributed 4,738 Shares in the
aggregate to its members, and Third Berkshire Associates distributed 123,000
Shares in the aggregate to its partners.
Between the dates of February 28, 2000 and March 15, 2000 Berkshire Investors
made the following sales in the open market:
Date Number of Shares Sold Price Per share
02/28/00 195,000 $31.46
02/29/00 276,156 $31.59
03/02/00 281,769 $35.56
03/02/00 581 $39.75
03/06/00 19,156 $40.52
03/07/00 28,147 $40.21
03/08/00 8,600 $39.52
03/09/00 65,286 $40.33
03/10/00 39,250 $41.11
03/13/00 11,728 $41.05
03/13/00 24,472 $41.61
03/14/00 15,455 $41.14
03/15/00 1,872 $40.00
<PAGE>
Between the dates of March 6, 2000 and March 13, 2000 Berkshire Fund III made
the following sales in the open market:
Date Number of Shares Sold Price Per share
03/06/00 72,106 $40.52
03/07/00 105,952 $40.21
03/08/00 32,374 $39.52
03/09/00 245,751 $40.33
03/10/00 147,745 $41.11
03/13/00 44,147 $41.05
03/13/00 92,120 $41.61
Between the dates of March 6, 2000 and March 14, 2000 Berkshire Fund IV made the
following sales in the open maret:
Date Number of Shares Sold Price Per share
03/06/00 153,738 $40.52
03/07/00 225,901 $40.21
03/08/00 69,026 $39.52
03/09/00 523,963 $40.33
03/10/00 315,005 $41.11
03/13/00 94,125 $41.05
03/13/00 196,408 $41.61
03/14/00 154,545 $41.14
Fourth Berkshire Associates sold 870,995 Shares in the open market at a price of
$33.22 per Share on March 1, 2000 and 293,001 Shares in the open market at a
price of $35.56 per Share on March 2, 2000.
Third Berkshire Associates sold 379,302 Shares in the open market at a price of
$35.56 on March 2, 2000, 23,128 Shares in the open market at a price of $40.00
on March 15, 2000 and 10,000 Shares in the open market at a price of $40.10 on
March 15, 2000.
On March 15, 2000, Berkshire Fund III distributed 2,376,194 Shares in the
aggregate to their partners.
On March 15, 2000 Berkshire Investors distributed 3,086 Shares in the aggregate
to its members.
On March 15, 2000 Third Berkshire Associates distributed 30,000 Shares in the
aggregate to one of its partners.
All of the foregoing transactions were done in the ordinary course of
operations. Additional sales and or distributions may be made in the future.
Item 5. Interest in Securities of the Issuer.
This Item is supplemented and amended as follows:
The information contained in Item 4 of this Amendment No. 1 is hereby
incorporated into this Item 5 by reference in its entirety.
Berkshire Fund III, A Limited Partnership
Berkshire III has sole voting power with respect to 35,935 Shares and has sole
dispositive power with respect to 35,935 Shares. Berkshire III is the direct
beneficial owner of 35,935 Shares (including warrants for the purchase of 35,935
Shares), or approximately 0.02% of the 146,859,846 Shares outstanding as of
February 7, 2000, as reported in the Company's amendment to its Form S-3.
In addition to the Shares directly held by Berkshire III identified above, Carl
Ferenbach holds options for the purchase of 30,000 Shares. Such options were
issued to Mr. Ferenbach in connection with his services to the Issuer as a
director. Mr. Ferenbach disclaims beneficial ownership of such Shares, but
Berkshire III may be deemed to have indirect beneficial ownership of such
Shares.
<PAGE>
Third Berkshire Associates Limited Partnership
Third Berkshire Associates has sole voting power with respect to 521,501 Shares
and has sole dispositive power with respect to 521,501 Shares (including
warrants for the purchase of 35,935 Shares), or approximately 0.36% of the
146,859,846 Shares outstanding as of February 7, 2000, as reported in the
Company's amendment to its Form S-3. Third Berkshire Associates may be deemed to
have indirect beneficial ownership of the Shares beneficially owned by Berkshire
III.
In addition to the Shares beneficially owned by Third Berkshire Associates
identified above, Carl Ferenbach holds options for the purchase of 30,000
Shares. Such options were issued to Mr. Ferenbach in connection with his
services to the Issuer as a director. Mr. Ferenbach disclaims beneficial
ownership of such Shares, but Third Berkshire Associates may be deemed to have
indirect beneficial ownership of such Shares.
Berkshire Fund IV, Limited Partnership
Berkshire IV has sole voting power with respect to 4,988,332 Shares and has sole
dispositive owner with respect to 4,988,332 Shares. Berkshire IV is the direct
beneficial owner of the 4,988,332 Shares (including warrants for the purchase of
29,255 Shares), or 3.4% of the 146,859,846 Shares outstanding as of February 7,
2000, as reported in the Company's amendment to its Form S-3.
In addition to the Shares directly held by Berkshire IV identified above, Carl
Ferenbach holds options for the purchase of 30,000 Shares. Such options were
issued to Mr. Ferenbach in connection with his services to the Issuer as a
director. Mr. Ferenbach disclaims beneficial ownership of such Shares, but
Berkshire IV may be deemed to have indirect beneficial ownership of such Shares.
Fourth Berkshire Associates LLC
Fourth Berkshire Associates has sole voting power with respect to 4,988,332
Shares and has sole dispositive power with respect to 4,988,332 Shares. Fourth
Berkshire Associates may be deemed to have indirect beneficial ownership of the
Shares beneficially owned by Berkshire IV.
In addition to the Shares beneficially owned by Fourth Berkshire Associates
identified above, Carl Ferenbach holds options for the purchase of 30,000
Shares. Such options were issued to Mr. Ferenbach in connection with his
services to the Issuer as a director. Mr. Ferenbach disclaims beneficial
ownership of such shares, but Fourth Berkshire Associates may be deemed to have
indirect beneficial ownership of such Shares.
Berkshire Investors LLC
Berkshire Investors LLC has sole voting power with respect to 644,004 Shares and
has sole dispositive power with respect to 644,004 Shares. Berkshire Investors
is the direct beneficial owner of the 644,004 Shares (including warrants for the
purchase of 4,810 Shares), or 0.44%, of the 146,859,846 Shares outstanding as of
February 7, 2000, as reported in the Company's amendment to its Form S-3.
In addition to the Shares directly held by Berkshire Investors LLC identified
above, Carl Ferenbach holds options for the purchase of 30,000 Shares. Such
options were issued to Mr. Ferenbach in connection with his services to the
Issuer as a director. Mr. Ferenbach disclaims beneficial ownership of such
shares, but Berkshire Investors LLC may be deemed to have indirect beneficial
ownership of such Shares.
<PAGE>
Item 6. Material to be Filed as Exhibits
Exhibit 1. Amendment dated November 12, 1998 to the
Stockholders Agreement dated August 21, 1998 among
Crown Castle International Corp. and certain
stockholders, incorporated by reference to Exhibit 15
to the amended statement on Schedule 13D filed by
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) and
Candover Services Limited on November 9, 1999 (the
"Candover 13D").
Exhibit 2. Amendment dated May 24, 1999 to the Stockholders
Agreement dated August 21, 1998 among Crown Castle
International Corp. and certain stockholders,
incorporated by reference to Exhibit 16 to the
Candover 13D.
Exhibit 3. Amendment dated August 11, 1999 to the
Stockholders Agreement dated August 21, 1998 among
Crown Castle International Corp. and certain
stockholders, incorporated by reference to Exhibit 17
to the Candover 13D.
Exhibit 4. Amendment dated October 1, 1999 to the
Stockholders Agreement dated August 21, 1998 among
Crown Castle International Corp. and certain
stockholders, incorporated by reference to Exhibit 18
to the Candover 13D.
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: April 21, 2000 BERKSHIRE FUND III,
A LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: Managing Director of Third
Berkshire Managers LLC, the
General Partner of Third
Berkshire Associates
Limited Partnership, its
General Partner
<PAGE>
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: April 21, 2000 BERKSHIRE FUND IV, LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: Managing Director,
Fourth Berkshire Associates LLC
<PAGE>
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: April 21, 2000 BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: Managing Director
<PAGE>
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: April 21, 2000 FOURTH BERKSHIRE ASSOCIATES, LLC
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: Managing Director
<PAGE>
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: April 21, 2000 THIRD BERKSHIRE ASSOCIATES
LIMITED PARTNERSHIP
By: /s/ Carl Ferenbach
Name: Carl Ferenbach
Title: Manager Director of
Third Berkshire
Managers LLC, its
General Partner
