SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Crown Castle International Corp.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
228227104
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(CUSIP Number)
01/09/2008
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* 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 1 of 6 Pages
CUSIP No. 228227104
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(1) Names of reporting persons.
Atticus Capital LP
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Delaware
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
15,716,666
(6) Shared voting power:
None
(7) Sole dispositive power:
15,716,666
(8) Shared dispositive power:
None
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(9) Aggregate amount beneficially owned by each reporting person.
15,716,666
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
5.51%
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(12) Type of reporting person (see instructions).
PN
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Page 2 of 6 Pages
CUSIP No. 228227104
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(1) Names of reporting persons.
Atticus Management Limited
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Guernsey
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
15,716,666
(6) Shared voting power:
None
(7) Sole dispositive power:
15,716,666
(8) Shared dispositive power:
None
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(9) Aggregate amount beneficially owned by each reporting person.
15,716,666
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
5.51%
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(12) Type of reporting person (see instructions).
CO
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Page 3 of 6 Pages
CUSIP No. 228227104
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(1) Names of reporting persons.
Barakett, Timothy R.
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Canada
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
15,716,666
(6) Shared voting power:
None
(7) Sole dispositive power:
15,716,666
(8) Shared dispositive power:
None
- --------------------------------------------------------------------------------
(9) Aggregate amount beneficially owned by each reporting person.
15,716,666
- --------------------------------------------------------------------------------
(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
- --------------------------------------------------------------------------------
(11) Percent of class represented by amount in Row 9.
5.51%
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(12) Type of reporting person (see instructions).
HC
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Page 4 of 6 Pages
Item 1(a). Name of Issuer:
Crown Castle International Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
1220 Augusta Drive, Suite 500, Houston, Texas 77057-2261.
Item 2(a). Name of Person Filing:
Atticus Capital LP
Atticus Management Limited
Barakett, Timothy R.
Item 2(b). Address or Principal Business Office or, If None, Residence:
The address of the principal business office of Atticus Capital LP
and Mr. Barakett is 767 Fifth Avenue, 12th Floor, New York, New York,
10153. The address of the principal business office of Atticus
Management Limited is P.O. Box 100, Sydney Vane House, Admiral Park,
St. Peter Port, Guernsey GY1 3EL.
Item 2(c). Citizenship:
Canada, Delaware, Guernsey
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP No.:
228227104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. |X|
Item 4. Ownership
(a) Amount beneficially owned:
Each of Atticus Capital LP, Atticus Management Limited and Mr. Barakett
(collectively, the "Reporting Persons") may be deemed to be the
beneficial owner of 15,716,666 shares of the outstanding common stock
(the "Shares") of Crown Castle International Corp. (the "Issuer").
According to the Issuer's most recent quarterly report on Form 10-Q,
there were 285,202,420 Shares outstanding as of October 26, 2007.
(b) Percent of class:
Each of the Reporting Persons may be deemed to beneficially own 5.51% of
the Issuer's outstanding Shares.
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote
15,716,666
(ii) Shared power to direct the vote
None
(iii) Sole power to dispose or direct the disposition of
15,716,666
(iv) Shared power to dispose or direct the disposition of
None
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 5 of 6 Pages
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.
Atticus Capital LP
Date: 01/11/2008 /s/ Timothy R. Barakett
Name: Timothy R. Barakett
Title: Chairman and Chief Executive
Officer, by Dennis Bertron,
attorney-in-fact
Atticus Management Limited
Date: 01/11/2008 /s/ Dennis Bertron
Name: Dennis Bertron
Title: Attorney-in-Fact
Timothy R. Barakett
Date: 01/11/2008 /s/ Timothy R. Barakett
Name: Timothy R. Barakett
Title: Dennis Bertron,
attorney-in-fact
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incor porated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 6 of 6 Pages
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to
the common stock, par value $0.01 per share, of Crown Castle International
Corp., dated as of January 11, 2008, is, and any amendments thereto, (including
Amendments on Schedule 13D) signed by each of the undersigned shall be, filed
on behalf of each of us pursuant to and in accordance with the provisions of
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: January 11, 2008
ATTICUS CAPITAL LP
By: /s/ Timothy R. Barakett*
Timothy R. Barakett
Chairman and Chief Executive Officer
ATTICUS MANAGEMENT LIMITED
By: /s/ Dennis Bertron
Dennis Bertron
Attorney-in-fact
TIMOTHY R. BARAKETT
/s/ Timothy R. Barakett*
______________________
* by Dennis Bertron, attorney-in-fact.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby make,
constitute and appoint each of SCOTT KISLIN, DENNIS BERTRON, KEVIN TAGAMI and
CHARLES FORTIN, acting individually, as my agent and attorney-in-fact for the
purpose of executing in my name, (a) in my personal capacity or (b) in my
capacity as chief executive officer of, managing member of or in other
capacities with Atticus Management LLC, Atticus Holdings LP, Atticus Capital
Holdings LLC or Atticus Capital LP (collectively, "Atticus"), and each of
their affiliates, including Atticus LP Incorporated, Atticus UK LLP and Atticus
UK Services Ltd., and entities advised by me or Atticus, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts or other investments,
and any other documents relating or ancillary thereto, including without
limitation all documents relating to filings with the Commodities Futures
Trading Commission and National Futures Association, the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act and any information statements on Form
13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All
past acts of the attorneys-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of, or otherwise associated with, Atticus or one of its affiliates.
Execution of this power of attorney revokes that certain Power of Attorney dated
as of June 7, 2007 with respect to substantially the same matters addressed
above.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 10, 2008.
/s/ Timothy R. Barakett
POWER OF ATTORNEY
ATTICUS MANAGEMENT LIMITED (the "Company") with its registered office at Sydney
Vane House, Admiral Park, St. Peter Port, Guernsey hereby make, constitute and
appoint each of SCOTT KISLIN, DENNIS BERTRON, KEVIN TAGAMI and CHARLES FORTIN
(the "Attorneys"), acting individually, as its agent and attorney-in-fact for
the purpose of executing on the Company's behalf and in its name, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or
regulatory body or required or requested by any other person or entity pursuant
to any legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities, futures contracts, or other
investments, and any other documents relating or ancillary thereto, including
without limitation all documents relating to filings with the Commodities
Futures Trading Commission and National Futures Association, the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act and any information statements on Form
13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the Attorneys in furtherance of the foregoing are hereby
ratified and confirmed.
The Company hereby ratifies and confirms and agrees to ratify and confirm
all acts an Attorney lawfully does or causes to be done in relation to the
exercise of the powers and authorities hereby granted.
This Power of Attorney shall be governed by and construed in accordance
with the laws of the Island of Guernsey.
This Power of Attorney shall be valid for a period of one year from the
date of issue and shall remain in full force and effect until either revoked
in writing by the Company or until such time as the Attorney cease(s) to be
an employee of, or otherwise associated with, Atticus Capital LP or one of its
affiliates.
IN WITNESS WHEREOF
The Common Seal of
ATTICUS MANAGEMENT LIMITED
was hereunto affixed, duly witnessed by
/s/ R A G Sinclair
R A G Sinclair - Director
/s/ Maeve Guilbert
Maeve Guilbert
Artemis Secretaries Limited - Secretary
Issued in Saint Peter Port, Guernsey, on the 28 December 2007