SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Crown Castle International Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
228227104
(CUSIP Number)
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
511 Sixteenth Street Suite 700
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 19 Pages
CUSIP No. 228227104 Page 2 of 19 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Fund IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 4,765,340
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 4,765,340
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,765,340
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 3.3%
14. Type of Reporting Person (See Instructions) PN
CUSIP No. 228227104 Page 3 of 19 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Holdings IV, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization
Number of 7. Sole Voting Power 5,001,337
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 5,001,337
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,001,337
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 3.5%
14. Type of Reporting Person (See Instructions) PN
CUSIP No. 228227104 Page 4 of 19 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Fund V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 3,331,285
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 3,331,285
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,331,285
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 2.3%
14. Type of Reporting Person (See Instructions) PN
CUSIP No. 228227104 Page 5 of 19 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Entrepreneurs Fund V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 103,415
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 103,415
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 103,415
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) .001%
14. Type of Reporting Person (See Instructions) PN
CUSIP No. 228227104 Page 6 of 19 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Centennial Holdings V, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B) X
3. SEC Use Only
4. Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization Delaware
Number of 7. Sole Voting Power 3,434,700
Shares Bene-
ficially 8. Shared voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 3,434,700
Person With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,434,700
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
13. Percent of Class Represented by Amount in Row (11) 2.4%
14. Type of Reporting Person (See Instructions) PN
Introductory Statement
This amended statement on Schedule 13D relates to the Common
Stock, $.01 par value per share (the "Shares") of Crown Castle International
Corp., a Delaware corporation (the "Company"). This amendment is filed by
Centennial Fund IV, L.P., a Delaware limited partnership ("Centennial IV"),
Centennial Holdings IV, L.P., a Delaware limited partnership ("Holdings IV"),
Centennial Fund V, L.P., a Delaware limited partnership ("Centennial V"),
Centennial Entrepreneurs Fund V, L.P., a Delaware limited partnership
("Entrepreneurs V"), and Centennial Holdings V, L.P., a Delaware limited
partnership ("Holdings V") (collectively, the "Centennial Reporting Persons").
This amendment amends Items 4, 5, 6 and 7, with respect to
information concerning the Centennial Reporting Persons, of a statement of
Schedule 13D (the "Original Filing") 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 Centennial Reporting Person assumes
responsibility for the completeness or accuracy of the information contained in
the Original Filing or any amendment to the Original Filing concerning any other
person.
Item 4. Purpose of Transaction
No change except for the addition of the following:
On November 11, 1999, Centennial IV, Centennial V and
Centennial Entrepreneurs Fund V distributed a total of 1,200,000, 400,000 and
12,000 Shares, respectively, to their respective partners. In such distribution,
Holdings IV and Holdings V received a total of 254,802 and 3,567 Shares,
respectively, and Holdings IV and Holdings V immediately distributed 18,805 and
3,567 of such Shares, respectively, to their respective partners.
Such distributions were done in the ordinary course of
operations by the Centennial Reporting Persons. Depending upon their evaluation
of the Company's investments and prospects, and upon future developments
(including, but not limited to, market for the Shares, the effective yield on
the Shares, availability of funds, alternative uses of funds, and money, stock
market and general economic conditions), each of the Centennial Reporting
Persons may from time to time purchase Shares, dispose of all or a portion of
the Shares that it holds, or cease buying or selling Shares. Any such additional
purchases or sales of the Shares may be in open market or privately-negotiated
transactions or otherwise.
The information contained in Item 6 of this amendment is
hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) Centennial IV is the direct beneficial owner of 4,765,340
Shares, or approximately 3.3% of the 144,915,296 outstanding Shares as of
November 1, 1999, as reported in the Company's quarterly report of Form 10-Q for
the quarter ended September 30, 1999 (the "Outstanding Shares"). By virtue of
the relationships previously reported under Item 2 of the Original Filing,
Holdings IV may be deemed to have indirect beneficial ownership of the Shares
directly beneficially owned by Centennial IV. Holdings IV is the direct
beneficial owner of 235,997 Shares, or approximately 0.2% of the Outstanding
Shares.
Centennial V is the direct beneficial owner of 3,331,285
Shares, or approximately 2.3% of the Outstanding Shares. By virtue of the
relationships previously reported under Item 2 of the Original Filing, Holdings
V may be deemed to have indirect beneficial ownership of the Shares directly
beneficially owned by Centennial V.
Centennial Entrepreneurs V is the direct beneficial owner of
103,415 Shares, or approximately .001% of the Outstanding Shares. By virtue of
the relationships previously reported under Item 2 of the Original Filing,
Holdings V may be deemed to have indirect beneficial ownership of the Shares
directly beneficially owned by Centennial Entrepreneurs V.
On January 14, 1999, Mr. Jeffrey Schutz, a general partner of
Holdings IV and Holdings V and a director of the Company, received an option for
5,000 Shares in connection with his services as a director of the Company. Mr.
Schutz holds such options on behalf of Centennial IV and Centennial V
and Centennial IV and Centennial V may be deemed to have an economic interest
in such underlying Shares. Mr. Schutz disclaims beneficial ownership of the
Shares underlying such option.
Certain of the 18,805 Shares distributed by Holdings IV to its
partners and 3,567 Shares distributed by Holdings V to its partners are held by
the general partners of Holdings IV and Holdings V.
(c) The information under the first paragraph of Item 4
of this amendment is hereby incorporated by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No change except for the addition of the following:
The Stockholders Agreement dated August 21, 1998, previously
filed as Exhibit 2 to the Original Filing, was amended by amendments number 1,
2, 3, and 4, which amendments are filed as exhibits to this amended statement
and are incorporated by reference.
Item 7. Material to be Filed as Exhibits.
No change except the addition of the following:
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.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 18, 1999 /s/ Jeffrey Schutz
Jeffrey Schutz, as general partner
of Centennial Holdings IV, L.P.,
general partner of Centennial Fund
IV, L.P., and as general partner of
Centennial Holdings V, L.P., general
partner of Centennial Fund V, L.P.
and Centennial Entrepreneurs Fund
V., L.P.