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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
Commission File Number 000-24737
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0470458
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
510 BERING DRIVE 77057-1457
SUITE 500 (Zip Code)
HOUSTON, TEXAS
(Address of principal executive offices)
(713) 570-3000
(Registrant's telephone number, including area code)
TITLE OF EACH CLASS OF SECURITIES
REGISTERED PURSUANT TO SECTION 12(B) NAME OF EXCHANGE
OF THE SECURITIES EXCHANGE ACT OF 1934 ON WHICH REGISTERED
- -------------------------------------------- ---------------------------
Common Stock, $.01 par value The New York Stock Exchange
Rights to Purchase Series A Participating The New York Stock Exchange
Cumulative Preferred Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT
OF 1934: NONE.
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $3,263.9 million as of March 15, 2001 based on
the NASDAQ closing price of $17.00 per share.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
As of March 15, 2001, there were 213,363,148 shares of Common Stock
outstanding and 0 shares of Class A Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
BOARD OF DIRECTORS
Set forth below is certain information regarding the members of CICC's Board of
Directors.
CLASS III--TERM EXPIRING IN 2001
RANDALL A. HACK, 54, 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 $8 billion endowment.
Mr. Hack also serves on the Board of Directors of several private companies.
EDWARD C. HUTCHESON, JR., 55, 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 February 2000, Mr. Hutcheson has been involved in private
investment activities and has provided consulting services to private companies
seeking capital. From March 1997 until February 2000, he served in several
capacities with Pinnacle Global Group, Inc., a publicly owned financial services
company, and its predecessor private companies. He served as Chief Operating
Officer of the Pinnacle holding company and was a Principal of the merchant
banking subsidiary of Pinnacle. 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 Baroid holding company from 1990
through 1993. Mr. Hutcheson also serves on the board of directors of Trico
Marine Services, Titanium Metals Corporation, Pinnacle Management & Trust Co.
and Sanders Morris Harris.
J. LANDIS MARTIN, 55, 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,
Apartment Investment Management Corporation, a real estate investment trust, and
Special metals Corporation, a producer of high performance nickel-based alloys
and superalloys
TED B. MILLER, JR., 49, 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.
CLASS I - TERM EXPIRING IN 2002
CARL FERENBACH, 59, 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
2
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 U.S. Can Corporation, Wisconsin Central Transportation Corporation,
Tranz Rail Limited, and Australian Transport Network and is the Chairman of
English, Welsh & Scottish Railway Limited.
ROBERT F. MCKENZIE, 57, 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 Cordillera
Communications Corporation and CO Space.
LEE W. HOGAN, 56, was elected as a director of CCIC in March 2001. Mr. Hogan
served as an officer and director of Reliant Energy Inc. from 1990 to 2000.
During his tenure at Reliant, Mr. Hogan served as vice chairman and as one of
four members of The Office of the Chief Executive Officer (OCEO), the principal
management policy instrument of the company. In addition, he served as a member
of the finance committee of Reliant's board of directors. Previously, Mr. Hogan
served as CEO of Reliant's Retail Energy Group, president and CEO of Reliant's
International Business Group (directing energy operations in Asia, Europe and
Latin America), and in a variety of capacities for Reliant's Houston Lighting &
Power subsidiary. Mr. Hogan was the founding president of The Greater Houston
Partnership, a business advocacy organization, where he served from 1987 to
1990. During that same time, he was a member of the Board of St. Luke's
Episcopal Hospital, M.D. Anderson Cancer Center Outreach Corporation, The Texas
Medical Center and The Salvation Army. Mr. Hogan also served on the board of
directors of Commonwealth Financial Group (from 1978 to 1985), GNI Incorporated
(from 1985 to 1993) and Diamond Concrete Company (from 1978 to 1983).
CLASS II - TERM EXPIRING IN 2003
DAVID L. IVY, 54, was elected as a director of CCIC in June 1997. Mr. Ivy
served as Vice Chairman - Global Mergers and Acquisitions of CCIC from March
2000 to September 2000 and as President of CCIC from August 1997 to March 2000.
In addition, from October 1996 to August 1997, he served as Executive Vice
President and Chief Financial Officer of CCIC. 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.
WILLIAM D. STRITTMATTER, 44, 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% Convertible Preferred Stock.
JOHN P. KELLY, 43, was elected as a director of CCIC in May 2000 and 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. He currently serves on the
board of directors of the Personal Communications Industry Association and
serves as the chairman of PCIA's Site Owners and Managers Alliance.
3
EXECUTIVE OFFICERS
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 and Kelly is set forth
above under "Item 10. - Board of Directors."
NAME AGE POSITION
- ---- --- --------
Ted B. Miller, Jr. 49 Chairman of the Board, Chief Executive Officer
John P. Kelly 43 President and Chief Operating Officer
Charles C. Green, III 54 Executive Vice President - Global Finance
George E. Reese 50 Executive Vice President - International
Alan Rees 57 Executive Vice President - Technology
E. Blake Hawk 51 Executive Vice President and General Counsel
W. Benjamin Moreland 37 Senior Vice President, Chief Financial
Officer and Treasurer
Edward W. Wallander 43 President and Chief Operating Officer,
Crown Castle USA Inc.
Robert E. Giles 53 President and Chief Operating Officer,
Crown Castle UK Limited
Peter G. Abery 53 Managing Director, Crown Castle Australia
CHARLES C. GREEN, III became Executive Vice President - 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. 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.
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 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. 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 board certified in tax law by the Texas Board of Legal
Specialization since 1984 and 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.
4
Prior to PNC Bank, Mr. Wallander was a commercial real estate lender with 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. 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.
PETER ABERY was appointed Managing Director of Crown Castle Australia Holdings
Pty Ltd. ("CCAL") and its subsidiary, Crown Castle Autstralia Pty Ltd. in
February 2000. Mr. Abery was formerly Managing Director of Vodafone Network in
Australia. Prior to joining Vodafone, Mr. Abery held various positions with
Telstra 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.
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 NYSE 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
2000 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) Edward C. Hutcheson, Jr. filed a Form 4 late for
transactions which took place in February 2000 and March 2000, (ii) J. Landis
Martin filed a Form 4 late for transactions which took place in August 2000 and
December 2000, (iii) Carl Ferenbach filed a Form 4 late for transactions which
took place in May 2000 and August 2000, and (iv) Telediffusion de France
International S.A. filed a Form 4 late for transactions which took place in
February 2000.
ITEM 11. 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 certain other most
highly paid executive officers for 1998, 1999 and 2000.
NUMBER OF
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#)(A) COMPENSATION ($)
- ------------------------------------ ---- ------------ --------- -------------- ----------------
Ted B. Miller, Jr. ................. 2000 $325,000 $325,000 362,420 $ 10,200(b)
Chief Executive Officer and 1999 325,000 325,000 595,219 9,600(b)
Chairman of the Board 1998 325,000 300,000 3,013,000 --
John P. Kelly....................... 2000 $275,000 $206,250 205,086 $ 10,200(b)
President and Chief 1999 235,000 176,250 423,431 8,827(b)
Operating Officer and Director 1998 $117,500(c) 73,462 500,000 --
Charles C. Green, III............... 2000 $235,000 $176,300 122,764 $ 10,200(b)
5
Executive Vice President 1999 235,000 176,250 299,892 9,600(b)
of Global Finance 1998 235,000 56,250 940,000 --
George E. Reese..................... 2000 $250,000 $187,500 91,203 $ --
Executive Vice President - 1999 250,000 187,500 251,627 --
International 1998 250,000 187,500 1,205,000 --
Robert E. Giles..................... 2000 $250,000(d) $187,500 21,334 $ 28,242(d)
President and Chief Operating 1999 33,654 46,875 500,000 --
Officer, CCUK 1998 -- -- -- --
David L. Ivy........................ 2000 $190,384(e) $121,260 84,079 $793,491(e)
Vice Chairman - Global 1999 225,000 168,750 299,892 --
Mergers and Acquisitions 1998 225,000 150,000 1,455,000 --
and Director
_____________
(a) All awards are for options to purchase the number of shares of Common Stock
indicated.
(b) Represents amounts received pursuant to matching contributions made by the
Company in accordance with the Company's 401k plan.
(c) Mr. Kelly began working for Crown Communication Inc. on July 6, 1998, at an
annual salary of $235,000.
(d) Mr. Giles began working for CCUK on November 8, 1999 at an annual salary of
$250,000. Amounts shown as Other Compensation represent certain relocation
expenses paid by the Company.
(e) Mr. Ivy resigned as Vice Chairman of CCIC on September 20, 2000. Amounts
shown as Other Compensation represent amounts paid pursuant to Mr. Ivy's
Severance Agreement. See "Termination and Change of Control Arrangements."
OPTION GRANTS IN 2000
The following table provides details regarding stock options granted in 2000 to
executive officers named in the Summary Compensation Table. In addition, in
accordance with SEC rules, the hypothetical gains are shown that would exist for
the respective options based on assumed rates of annual compounded growth in the
stock price of 5% and 10% from the date the options were granted over the full
option term. The actual value, if any, an executive may realize will depend on
the spread between the market price and the exercise price on the date the
options are exercised.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(A)
---------------------------------------------------- -----------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ----------------------- ---------- ------------ -------- ---------- ---------- ----------
Ted B Miller, Jr. 125,000 2.3% $31.8750 2/01/10 $2,505,752 $6,350,068
170,000 3.1 20.1880 2/02/10 2,158,341 5,469,660
13,143 0.2 39.7500 3/08/10 328,556 832,626
6
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(A)
---------------------------------------------------- -----------------------
15,786 0.3 23.3750 12/20/10 232,061 588,087
38,491 0.7 30.8750 11/15/10 747,384 1,894,019
John P. Kelly.............. 100,000 1.8% $31.8750 2/01/10 $2,004,602 $5,080,054
75,226 1.4 20.1880 2/02/10 955,079 2,420,357
5,257 0.1 39.7500 3/08/10 131,417 333,038
7,891 0.1 23.3750 12/20/10 116,001 293,969
16,712 0.3 30.8750 11/15/10 324,499 822,344
Charles C. Green, III...... 26,000 0.5% $31.8750 2/01/10 $ 521,196 $1,320,814
75,225 1.4 20.1880 2/02/10 955,066 2,420,325
4,819 0.1 39.7500 3/08/10 120,468 305,290
5,022 0.1 23.3750 12/20/10 73,825 187,088
11,698 0.2 30.8750 11/15/10 227,141 575,621
George E. Reese............ 26,000 0.5% $31.8750 2/01/10 $ 521,196 $1,320,814
34,466 0.6 20.1880 2/02/10 437,585 1,108,925
6,134 0.1 39.7500 3/08/10 153,341 388,597
7,891 0.1 23.3750 12/20/10 116,001 293,969
16,712 0.3 30.8750 11/15/10 324,499 822,344
Robert E. Giles............ 1,752 0.0% $39.7500 3/08/10 $ 43,797 $ 110,991
2,870 0.1 23.3750 12/20/10 42,190 106,918
16,712 0.3 30.8750 11/15/10 324,499 822,344
David L. Ivy............... 32,000 0.6% $31.8750 2/01/10 $ 641,473 $1,625,617
52,079 0.9 20.1880 2/02/10 661,201 1,675,614
_____________
(a) The potential realizable value assumes a per-share market price at the time
of the grant to be approximately equal to the exercise price with an assumed
rate of appreciation of 5% and 10%, respectively, compounded annually for 10
years.
AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
The following table details the December 31, 2000 year end estimated value of
unexercised stock options of each of the executive officers named in the Summary
Compensation Table. All unexercised options are to purchase the number of
shares of Common Stock indicated.
7
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES YEAR-END (#) YEAR-END ($)
ACQUIRED ON VALUE EXERCISABLE (E)/ EXERCISABLE (E)/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE (U) UNEXERCISABLE (U)(a)
- ---------------------- ----------- ------------ ------------------- --------------------
Ted B. Miller, Jr. ...... -- $ -- 4,630,692(E) $85,694,042(E)
309,947(U) 1,702,633(U)
John P. Kelly............ 31,955 $ 753,048 582,766(E) 7,328,853(E)
513,796(U) 4,418,407(U)
Charles C. Green, III.... 263,493 $ 6,894,706 1,248,804(E) 17,765,779(E)
100,359(U) 379,877(U)
George E. Reese.......... 250,801 $ 7,216,969 1,015,538(E) 16,526,856(E)
106,491(U) 386,931(U)
Robert E. Giles.......... -- $ -- 207,111(E) 2,316,128(E)
314,223(U) 3,475,956(U)
David L. Ivy............. 557,158 $16,984,271 1,706,813(E) 26,275,387(E)
_____________
(a) The estimated value of unexercised in-the-money stock options held at the
end of 2000 assumes a per-share fair market value of $27.063 and per-share
exercise prices ranging from $0.40 to $23.375 as applicable.
TERMINATION AND CHANGE OF CONTROL ARRANGEMENTS
SEVERANCE AGREEMENTS. Under severance agreements entered into with each of
the executive officers named above in "Item 10. 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.
8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
MANAGEMENT OWNERSHIP
The table below shows the beneficial ownership as of April 16, 2001 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 April 16, 2001.
SHARES BENEFICIALLY
OWNED
-----------------------------------
EXECUTIVE OFFICERS AND DIRECTORS(A) TITLE OF CLASS NUMBER PERCENT(B)
- ---------------------------------------------- ------------------ ---------- ----------------------
Ted B. Miller, Jr. Common Stock(c) 4,907,995 2.54
John P. Kelly(d) Common Stock(e) 623,608 *
Alan Rees(f) Common Stock(g) 858,229 *
George E. Reese Common Stock(h) 1,219,202 *
Charles C. Green, III Common Stock(i) 1,272,469 *
E. Blake Hawk Common Stock(j) 323,578 *
W. Benjamin Moreland Common Stock(k) 120,407 *
Robert E. Giles(l) Common Stock(m) 207,110 *
Edward W. Wallander(n) Common Stock(o) 155,680 *
Peter G. Abery (p) Common Stock(q) 4,619 *
Carl Ferenbach(r) Common Stock(s) 1,179,302 *
Randall A. Hack(t) Common Stock(u) 176,780 *
Lee W. Hogan(v) Common Stock(w) 25,000 *
Edward C. Hutcheson, Jr.(x) Common Stock(y) 135,916 *
David L. Ivy(z) Common Stock(aa) 1,706,813 *
J. Landis Martin(bb) Common Stock(cc) 127,786 *
Robert F. McKenzie(dd) Common Stock(ee) 185,938 *
William D. Strittmatter(ff) Common Stock(gg) 8,461,860 4.38
Directors and Executive Officers as a group
(18 persons total) Common Stock(hh) 21,515,512 11.09
___________
* 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,
Texas 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 and the 5,063,731 shares of
Common Stock held by Crown Castle GT Holding Company, LLC.
(c) Includes options for 4,712,341 shares of Common Stock. A trust for the
benefit of Mr. Miller's children holds 99,995 shares of Common Stock.
(d) Mr. Kelly's principal business address is c/o Crown Castle International
Corp., 375 Southpointe Blvd., Canonsburg, Pennsylvania 15317.
(e) Includes options for 622,598 shares of Common Stock.
(f) Mr. Rees is the Executive Vice President - Technology of CCIC, and his
principal business address is c/o Crown Castle UK Limited, Warwick
Technology Park, Heathcote Lane, Warwick CV346TN, United Kingdom.
(g) Represents options for 858,229 shares of Common Stock.
9
(h) Includes options for 1,039,202 shares of Common Stock.
(i) Represents options for 1,272,469 shares of Common Stock.
(j) Represents options for 323,578 shares of Common Stock.
(k) Represents options for 120,407 shares of Common Stock.
(l) 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.
(m) Represents options for 207,110 shares of Common Stock.
(n) Mr. Wallander is the President and Chief Operating Officer of Crown Castle
USA, Inc., and his principal business address is 375 Southpointe Blvd.,
Canonsburg, Pennsylvania 15317.
(o) Represents options for 155,680 shares of Common Stock.
(p) Mr. Abery is the Managing Director of Crown Castle Australia, and his
principal business address is c/o Crown Castle Australia, Level 1, 754
Pacific Highway, Chatswood, Australia NSW 2067.
(q) Represents options for 4,619 shares of Common Stock.
(r) Mr. Ferenbach's principal business address is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, Massachusetts 02108.
(s) Includes options for 60,000 shares of Common Stock and 1,119,302 shares of
Common Stock beneficially owned by members of the Berkshire Group. Mr.
Ferenbach disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein.
(t) Mr. Hack's principal business address is c/o Nassau Capital LLC, 22
Chambers St., Princeton, New Jersey 08542.
(u) Includes options for 60,000 shares of Common Stock and warrants for 50,000
shares of Common Stock held by the Nassau entities. Mr. Hack disclaims
beneficial ownership of the shares of Common Stock represented by such
warrants held by the Nassau entities.
(v) Mr. Hogan's principal business address is 5312 Bayou Glen, Houston, Texas
77056.
(w) Represents options for 25,000 shares of Common Stock.
(x) Mr. Hutcheson's principal business address is 5599 San Felipe, Suite 555,
Houston, Texas 77056.
(y) Includes options for 35,000 shares of Common Stock. A trust for the
benefit of Mr. Hutcheson's children holds 10,000 shares of Common Stock.
(z) Mr. Ivy's principal business address is 5110 San Felipe #393W, Houston,
Texas 77056.
(aa) Represents options for 1,706,813 shares of Common Stock.
(bb) Mr. Martin's principal business address is c/o Timet Corporation, 1999
Broadway, Suite 4300, Denver, Colorado 80202.
(cc) Includes options for 30,000 shares of Common Stock and warrants for 8,000
shares of Common Stock. A trust for the benefit of Mr. Martin's children
holds 2,000 shares of Common Stock.
10
(dd) Mr. McKenzie's principal business address is P. O. Box 1133, 1496 Bruce
Creek Road, Eagle, Colorado 81631.
(ee) Includes options for 139,375 shares of Common Stock.
(ff) William D. Strittmatter's principal business address is c/o GE Capital, 120
Long Ridge Road, Stamford, Connecticut 06927.
(gg) Represents options for 20,000 shares of Common Stock held by GE Capital,
warrants for 1,000,000 shares of Common Stock held by GE Capital and
7,441,860 shares of Common Stock issuable upon conversion of the 200,000
shares of 8-1/4/% Convertible Preferred Stock held by GE Capital. Mr.
Strittmatter disclaims beneficial ownership of such shares.
(hh) Includes options for 11,296,087 shares of Common Stock and warrants for
1,058,000 shares of Common Stock.
OTHER SECURITY OWNERSHIP
The following is a tabulation as of April 16, 2001 of those stockholders of CCIC
who own beneficially in excess of 5% of each class of CCIC voting securities.
SHARES BENEFICIALLY
OWNED
-----------------------
BENEFICIAL OWNER TITLE OF CLASS NUMBER PERCENT(A)
- --------------------------------------------- ----------------------- ---------- ----------
JANUS CAPITAL CORPORATION(b)................. Common Stock 21,919,787 11.35
100 Fillmore Street
Denver, Colorado 80206-4923
CAPITAL RESEARCH AND MANAGEMENT COMPANY(c)... Common Stock 18,501,970 9.58
333 South Hops Street
Los Angeles, California 90071
SALOMON BROTHERS INTERNATIONAL LIMITED(d).... Common Stock 17,713,536 9.17
Victoria Plaza
111 Buckingham Palace Road
London, England SW1W OSB
CROWN ATLANTIC HOLDING COMPANY LLC(e)........ Common Stock 15,597,783 7.47
375 Southpointe Blvd.
Canonsburg, PA 15317
GOLDMAN SACHS ASSET MANAGEMENT(f)............ Common Stock 12,893,079 6.68
10 HanoverSquare
New York, NY 10005
GENERAL ELECTRIC CAPITAL CORPORATION(g)...... 8-1/4% Cumulative 200,000 100.0
120 Long Ridge Road Convertible Redeemable
Stamford, CT 06927 Preferred Stock
___________
(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 and the 5,063,731 shares of
Common Stock held by Crown Castle GT Holding Company LLC, unless otherwise
indicated.
11
(b) Based on an amendment to Schedule 13G filed on February 15, 2001, 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 companiesand instituional clients. The Schedule 13G states that
Janus Capital does not have the right to receive dividends from, or the
proceeds from the sale of, the shares held by such entities 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. The number of shares reported by Janus
Capital Corporation includes 1,966,055 shares of Common Stock which may
result from the assumed conversion of 1,450,000 shares of the Company's
6.25% Convertible Preferred Stock. Percentage ownership shown is based on
the number of shares of Common Stock outstanding as of April 16, 2001 rather
than February 15, 2001.
(c) Based on an amendment to Schedule 13G filed on February 12, 2001, Capital
Research and Management Company reports sole 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 Capital Research and
Management disclaims beneficial ownership of such shares pursuant to Rule
13d-4. The number of shares reported by Capital Research and Management
includes 1,369,460 shares of Common Stock which may result from the assumed
conversion of 1,010,000 share of the Company's 6.25% Convertible Preferred
Stock. Percentage ownership shown is based on the number of shares of
Common Stock outstanding as of April 16, 2001 rather than February 12, 2001.
(d) Based upon an amendment to Schedule 13D filed on January 23, 2001, Salomon
Brothers Internaional Limited ("SBIL"), Salomon Brothers Europe Limited
("SBEL"), Salomon International LLC ("SI"), Salomon Brothers Holding Company
Inc. ("SBHC"), Salomon Smith Barney Holdings Inc. ("SSBH"), and Citigroup
Inc. each report shared voting and dispositive power with respect to the
17,713,536 shares (the "Covered Shares"). In addition, the Schedule 13D
indicates shared voting and dispositive of an additional 160,968 shares of
Common Stock by SBHC, reflecting securities beneficially owned by certain
other subsidiaries of SBHC (including securities convertible into Common
Stock). The Schedule 13D also indicates shared voting and dispositive of an
additional 246,710 shares of Common Stock by each of SSBH and Citigroup
Inc., reflecting securities beneficially owned by certain other subsidiaries
of SSBH and Citigroup Inc. (including securities convertible into Common
Stock).
The Schedule 13D states that on July 5, 2000, SBIL purchased the Covered
Shares from Transmission Future Networks B.V. ("TFN"), a wholly-owned
indirect subsidiary of France Telecom S.A. ("FT"). The acquisition of the
shares was made in connection with the disposition by FT and its affiliates
(including TFN) of their interests in the Company and its affiliates, in
accordance with a letter of undertakings between FT and the United Kingdom
Secretary of State for Trade and Industry.
Pursuant to a Disposition Agreement, dated as of May 17, 2000 and amended as
of June 5, 2000 (the "Disposition Agreement"), among the Company, CCUK, FT,
TFN, Telediffusion de France International S.A. and SBIL, SBIL has agreed,
subject to certain exceptions, not to dispose of the Covered Shares prior to
June 8, 2001. Following such date, TFN is entitled, pursuant to a
Confirmation for Equity Swap Transaction, dated as of July 5, 2000 (the
"Swap Agreement"), among TFN, FT and SBIL, to direct SBIL to dispose of the
Covered Shares in a manner specified by TFN. Upon the occurrence of certain
events of default with respect to FT or TFN or certain other contingencies,
however, SBIL may sell the Covered Shares without TFN's direction. If the
Covered Shares have not been disposed of prior to June 8, 2002 (subject to
extension under certain circumstances set forth in the Disposition
Agreement), the Company will be entitled to direct SBIL to dispose of any
remaining Covered Shares. Pursuant to the Disposition Agreement, SBIL has
granted an irrevocable proxy to each of the general counsel and associate
general counsel of the Company to vote the Covered Shares in the same
proportion as the votes cast by or on behalf of all other holders of Common
Stock of the Company.
By reason of their relationship, Citigroup, SSBH, SBHC, SI and SBEL may be
deemed to share voting and dispositive power with respect to Common Stock
owned by SBIL. In addition, by reason of certain provisions in the
Disposition Agreement and the Swap Agreement described above, the Company
may be deemed to share voting power with respect to the Covered Shares held
by SBIL, and TFN, FT and the Company may be deemed to share dispositive
power with respect to the Covered Shares held by SBIL. Percentage ownership
shown is based on the number of shares of Common Stock outstanding as of
April 16, 2001 rather than January 23, 2001.
12
(e) Crown Atlantic Holding Company LLC is a joint venture 56.9% owned by our
subsidiary, CCA Investment Corp. and 43.1% owned by Bell Atlantic Mobile,
Inc. (an indirect subsidiary of Verizon Communications, Inc.). The shares
of Common Stock held by Crown Atlantic Holding Company LLC can not be voted
and are not counted for quorum purposes pursuant to Delaware law so long as
the shares are held by the joint 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.
(f) Based on an amendment to Schedule 13G filed on February 12, 2001, Goldman
Sachs Asset Management, a separate operating unit of Goldman, Sachs & Co.,
reports sole dispositive power with respect to all such shares and sole
voting power with respect to 11,021,769 of such shares. The Schedule 13G
states that such shares reflect the securities beneficially owned by the
asset management unit of Goldman, Sachs & Co. Such asset management unit
disclaims beneficial ownership of the securities beneficially owned by (i)
any client accounts with respect to which it or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of
which its affiliate is the general partner, managing general partener or
other manager, to the extent interests in such entities are held by persons
other than such asset management unit. Percentage ownership shown is based
on the number of shares of Common Stock outstanding as of April 16, 2001
rather than February 12, 2001.
(g) Represents all outstanding 8-1/4% Convertible Preferred Stock. Such shares
of Preferred Stock are convertible into an aggregate of 7,441,860 shares of
Common Stock and vote with the Common Stock in proportion to the number of
shares of Common Stock into which they are convertible. General Electric
Capital Corporation also holds warrants to acquire 1,000,000 shares of
Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 19, 1999, GE Capital Structured Finance Group, or SFG, made a
$200,000,000 strategic investment in CCIC in exchange for 200,000 shares of our
8-1/4% Convertible 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 transaction with GTE Wireless. The
certificate of designation relating to the 8-1/4% Convertible Preferred Stock
provides that so long as GE Capital or its permitted transferees hold at least
50% of such 8-1/4% Convertible 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 of CCIC, and Edward W. Wallander, President and Chief
Operating Officer of Crown Castle USA Inc., are brothers-in-law.
13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS ANNUAL
REPORT ON FORM 10-K/A-1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, ON THIS 27TH DAY OF APRIL, 2001.
CROWN CASTLE INTERNATIONAL CORP.
BY: /S/ WESLEY D. CUNNINGHAM
-------------------------------------------------
WESLEY D. CUNNINGHAM
SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER
AND CORPORATE CONTROLLER
POWER OF ATTORNEY
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THIS ANNUAL REPORT ON FORM 10-K/A-1 HAS BEEN SIGNED
BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED BELOW ON THIS 27TH
DAY OF APRIL, 2001.
SIGNATURE TITLE
- --------------------------------- --------------------------------------------
/S/ TED B. MILLER, JR* CHIEF EXECUTIVE OFFICER AND
- --------------------------------- CHAIRMAN OF THE BOARD
TED B. MILLER, JR. (PRINCIPAL EXECUTIVE OFFICER)
/S/ W. BENJAMIN MORELAND* SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
- --------------------------------- AND TREASURER
W. BENJAMIN MORELAND (PRINCIPAL FINANCIAL OFFICER)
/S/ WESLEY D. CUNNINGHAM SENIOR VICE PRESIDENT,
- --------------------------------- CHIEF ACCOUNTING OFFICER AND CORPORATE CONTROLLER
WESLEY D. CUNNINGHAM (PRINCIPAL ACCOUNTING OFFICER)
/S/ JOHN P. KELLY* PRESIDENT, CHIEF OPERATING OFFICER
- --------------------------------- AND DIRECTOR
JOHN P. KELLY
/S/ CARL FERENBACH* DIRECTOR
- ---------------------------------
CARL FERENBACH
/S/ RANDALL A. HACK* DIRECTOR
- ---------------------------------
RANDALL A. HACK
/S/ LEE W. HOGAN* DIRECTOR
- ---------------------------------
LEE W. HOGAN
14
SIGNATURE TITLE
- --------------------------------- --------------------------------------------
/S/ EDWARD C. HUTCHESON, JR.* DIRECTOR
- ---------------------------------
EDWARD C. HUTCHESON, JR.
/S/ DAVID L. IVY* DIRECTOR
- ---------------------------------
DAVID L. IVY
/S/ J. LANDIS MARTIN* DIRECTOR
- ---------------------------------
J. LANDIS MARTIN
/S/ ROBERT F. MCKENZIE* DIRECTOR
- ---------------------------------
ROBERT F. MCKENZIE
/S/ WILLIAM D. STRITTMATTER* DIRECTOR
- ---------------------------------
WILLIAM D. STRITTMATTER
*BY: /S/ WESLEY D. CUNNINGHAM
- ---------------------------------
WESLEY D. CUNNINGHAM
ATTORNEY-IN-FACT
15
