SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13d
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 4)(1)
CROWN CASTLE INTERNATIONAL CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
22822710
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(CUSIP Number)
Carl Ferenbach With a copy to:
Berkshire Partners LLC David C. Chapin, Esq.
One Boston Place Ropes & Gray LLP
Suite 3300 One International Place
Boston, Massachusetts 02108 Boston, Massachusetts 02110
(617) 227-0050 (617) 951-7371
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 14, 2003
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(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(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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(1)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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP NO. 22822710 Page 2 of 11 pages
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund V, Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 834,031
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 834,031
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
834,031
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.38%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 3 of 11 pages
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund VI, Limited Partnership
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 907,519
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 907,519
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,519
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.42%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 4 of 11 pages
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 9,919
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 9,919
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,919
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.005%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 5 of 11 pages
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Partners LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 35,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 35,000
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 6 of 11 pages
SCHEDULE 13D
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Castle Investment LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. SOLE VOTING POWER
NUMBER OF 92,599
SHARES -------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 92,599
WITH -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,599
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
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14. TYPE OF REPORTING PERSON
PN
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Page 7 of 11 pages
This statement amends the filings of (1) Berkshire Fund V, Limited Partnership,
a Massachusetts limited partnership ("Fund V"), (2) Berkshire Fund VI, Limited
Partnership, a Massachusetts limited partnership ("Fund VI"), (3) Berkshire
Investors LLC, a Massachusetts limited liability company ("Berkshire Investors")
and (4) Berkshire Partners LLC, a Massachusetts limited liability company
("Berkshire Partners"), relating to Crown Castle International Corp., a Delaware
corporation, made pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, filed with the Securities and Exchange Commission on July 3,
2002, September 9, 2002, September 10, 2002 and September 13, 2002
(collectively, the "Schedule 13D")
Item 1. SECURITY ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the Common Stock, par value $0.01 per share (the
"Common Stock"), of Crown Castle International Corp., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at 510
Bering Drive, Suite 500, Houston, TX 77057.
Item 2. IDENTITY AND BACKGROUND.
(a) Name
This Statement is being filed jointly by the following (each a
"Reporting Person" and collectively, the "Reporting Persons"): (1) Fund V, (2)
Fund VI, (3) Berkshire Investors, (4) Berkshire Partners and (5) Castle
Investment LLC, a Massachusetts limited liability company ("Castle Investment").
Fifth Berkshire Associates LLC, a Massachusetts limited liability
company ("Fifth Berkshire") is the general partner of Fund V and Sixth Berkshire
Associates LLC, a Massachusetts limited liability company ("Sixth Berkshire") is
the general partner of Fund VI. The managing members of Fifth Berkshire and
Sixth Berkshire are: Bradley M. Bloom, J. Christopher Clifford, Kevin T.
Callaghan, Richard K. Lubin, Carl Ferenbach, Garth H. Greimann, Jane
Brock-Wilson, David R. Peeler, Robert J. Small, and Ross M. Jones (the
"Berkshire Principals"). The Berkshire Principals are also the managing members
of Berkshire Investors and the managing directors of Berkshire Partners.
The members of Castle Investment are Berkshire Investors and The Hack
L.L.C., a Massachusetts limited liability company ("Hack LLC"). The managing
member of Castle Investment is Berkshire Investors. Hack LLC is a passive
investor in Castle Investment and has no voting rights related thereto or power
to control the investments made by Castle Investment. The managing member of
Hack LLC is Mary A. Hack, the spouse of Randy Hack. Randy Hack serves as an
Advisory Director of Berkshire Partners.
The Reporting Persons often make acquisitions in, and dispose of,
securities of an issuer on the same terms and conditions and at the same time.
Based on the foregoing and the relationships described herein, the Reporting
Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The filing of this
statement shall not be construed as an admission that the Reporting Persons are
a group, or have agreed to act as a group.
(b) Principal Business
The principal business of each of Fund V, Fund VI, Berkshire Investors
and Castle Investments, is to make investments in, buy, sell, hold, pledge,
assign and otherwise deal in securities. The principal business of Berkshire
Partners is to identify, research and evaluate potential investments for its
affiliated clients, including Fund V, Fund VI and Berkshire Investors. The
principal business of Fifth Berkshire is to act as general partner of Fund V and
certain other affiliated funds. The principal business of Sixth Berkshire is to
act as general partner of Fund VI. The principal occupations of each of the
Berkshire Principals is managing director of Berkshire Partners.
Page 8 of 11 pages
(c) Principal Address
The following address is the business address of each of the Berkshire
Principals and the address of the principal executive offices and principal
business of the Reporting Persons, Fifth Berkshire and Sixth Berkshire: One
Boston Place, Suite 3300, Boston, Massachusetts 02108 (in the case of the
Berkshire Principals, c/o Berkshire Partners).
(d and e) No Convictions or Proceedings.
During the last five years, none of the Reporting Persons, Fifth
Berkshire, Sixth Berkshire or the Berkshire Principals, nor any of their
executive officers, directors, or partners, as applicable: (i) has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in his being subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship
Each of the Reporting Persons, Fifth Berkshire and Sixth Berkshire is
organized under the laws of The Commonwealth of Massachusetts. Each of the
Berkshire Principals is a citizen of the United States.
Item 4. PURPOSE OF TRANSACTION.
The principal business of the Reporting Persons includes investing in
and holding securities of public companies. In certain circumstances, the
Reporting Persons distribute those securities to the individuals or entities
that are investors in the Reporting Persons. On August 14, 2003, the Reporting
Persons distributed shares of Common Stock of the Issuer to their investors, as
further described in Item 5(c). The remaining shares of Common Stock covered by
this filing are being held for investment purposes, however, the Reporting
Persons currently intend to engage in the orderly liquidation, over time, of
their remaining investments in the Issuer subject to general market conditions
and the Issuer's financial condition and performance.
Except as described above, the Reporting Persons do not have any plans
or proposals that relate to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount
of assets of the issuer or of any of its subsidiaries; (iii) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors; (iv) any material change in
the present capitalization or dividend policy of the Issuer; (v) any other
material change in the Issuer's business or corporate structure; (vi) changes in
the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (ix) any
action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons collectively own an
aggregate of 1,360,000 shares of the Issuer's 6.25% Convertible Preferred Stock
(the "Preferred Stock"), which are convertible into 1,844,068 shares of Common
Stock, or approximately 0.84% of the outstanding shares of Common Stock based on
218,534,262 shares of Common Stock outstanding as of August 1, 2003 as reported
by the Issuer on its quarterly report on Form 10-Q filed with the Commission on
August 12, 2003. The number of shares and percentages included in the previous
sentence do not include 904,529 shares of Common Stock held on the date hereof
by certain Berkshire Principals, other
Page 9 of 11 pages
current or former employees of Berkshire Partners and trusts for the benefit of
such persons (collectively, the "Other Berkshire Holders") and shares of Common
Stock received by certain of the Other Berkshire Holders in connection with the
distributions described in Item 5(c) below. Since none of the Reporting Persons
has voting or investment power with respect to the shares of Common Stock
beneficially owned by the Other Berkshire Holders, the Reporting Persons
disclaim beneficial ownership of such shares. In addition, the Reporting Persons
hold an aggregate of 50,113 shares of the Issuer's 12.75% Senior Exchangeable
Preferred Stock, which shares are not convertible into voting securities and
thus are not reported on for purposes of this Amendment No. 4 to the Schedule
13D.
By virtue of the relationships described herein, the Reporting Persons
may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Exchange Act. As a member of a group, each Reporting Person may be deemed to
share voting and dispositive power with respect to, and therefore beneficially
own, the shares beneficially owned by members of the group as a whole. The
filing of this Statement shall not be construed as an admission that the
Reporting Persons beneficially own those shares held by any other members of the
group or the Other Berkshire Holders.
The response to Item 5(b) is incorporated herein by reference.
(b) Fund V holds 615,098 shares of Preferred stock, which are
convertible into 834,031 shares of Common Stock. Accordingly, Fund V has sole
voting power with respect to 834,031 shares of Common Stock and has sole
dispositive power with respect to 834,031 shares of Common Stock. Fund V is the
direct beneficial owner of the 834,031 shares of Common Stock over which it has
voting and dispositive power.
Based on the immediately preceding paragraph, as the sole general
partner of Fund V, Fifth Berkshire may be deemed to beneficially own 834,031
shares of Common Stock held by Fund V. The filing of this Statement shall not be
construed as an admission that Fifth Berkshire is, for the purpose of Section
13(d) of the Exchange Act, the beneficial owner of such shares held by Fund V.
Fund VI holds 669,295 shares of Preferred Stock, which are convertible
into 907,519 shares of Common Stock. Accordingly, Fund VI has sole voting power
with respect to 907,519 shares of Common Stock and has sole dispositive power
with respect to 907,519 shares of Common Stock. Fund VI is the direct beneficial
owner of the 907,519 shares of Common Stock over which it has voting and
dispositive power.
Based on the immediately preceding paragraph, the sole general partner
of Fund VI, Sixth Berkshire may be deemed to beneficially own 907,519 shares of
Common Stock held by Fund VI. The filing of this Statement shall not be
construed as an admission that Sixth Berkshire is, for the purpose of Section
13(d) of the Exchange Act, the beneficial owner of such shares held by Fund VI.
Berkshire Investors holds 7,315 shares of Preferred Stock, which are
convertible into 9,919 shares of Common Stock. Accordingly, Berkshire Investors
has sole voting power with respect to 9,919 shares of Common Stock and has sole
dispositive power with respect to 9,919 shares of Common Stock. Berkshire
Investors is the direct beneficial owner of the 9,919 shares of Common Stock
over which it has voting and dispositive power.
Berkshire Partners has sole voting power with respect to 35,000 shares
of Common Stock and has sole dispositive power with respect to 35,000 shares of
Common Stock. Berkshire Partners is the direct beneficial owner of the 35,000
shares of Common Stock over which it has voting and dispositive power.
Castle Investment holds 68,292 shares of Preferred Stock, which are
convertible into 92,599 shares of Common Stock. Accordingly, Castle Investment
has sole voting power with respect to 92,599 shares of Common Stock and has sole
dispositive power with respect to 92,599 shares of Common Stock. Castle
Investment is the direct beneficial owner of the 92,599 shares of Common Stock
over which it has voting and dispositive power.
Page 10 of 11 pages
Based on the immediately preceding paragraph, Berkshire Investors, as
the managing member of Castle Investment, may be deemed to beneficially own
92,599 shares of Common Stock held by Castle Investment. The filing of this
Statement shall not be construed as an admission that Berkshire Investors is,
for the purpose of Section 13(d) of the Exchange Act, the beneficial owners of
such shares held by Castle Investment.
By virtue of their positions as managing members of Fifth Berkshire,
Sixth Berkshire and Berkshire Investors and managing directors of Berkshire
Partners, the Berkshire Principals may be deemed to possess indirect beneficial
ownership of the shares of Common Stock beneficially owned by Fund V, Fund VI,
Berkshire Investors, Berkshire Partners and Castle Investment. However, none of
the Berkshire Principals, acting alone, has voting or investment power with
respect to the shares beneficially owned by Fund V, Fund VI, Berkshire
Investors, Berkshire Partners or Castle Investment, and, as a result, each
Berkshire Principal disclaims beneficial ownership of such shares of Common
Stock.
(c) On August 14, 2003, (a) Fund V distributed, in kind, 7,328,618
shares of Common Stock to its limited partners and 14,687 shares of Common
Stock to Fifth Berkshire, its general partner, (b) Fund VI distributed, in
kind, 7,064,585 shares of Common Stock to its limited partners and 927,319
shares of Common Stock to Sixth Berkshire, its general partner, (c) Berkshire
Investors distributed, in kind, 820,108 shares of Common Stock to its members
(which amount includes 734,365 shares of Common Stock that Berkshire Investors
received from Castle Investment, as described in clause (d) below), and (d)
Castle Investment distributed, in kind, 815,321 shares of Common Stock to its
members. In addition, on August 14, 2003, (i) Fifth Berkshire distributed to
its members, in kind, the shares of Common Stock that it received from Fund V,
(ii) Sixth Berkshire distributed to its members, in kind, the shares of Common
Stock that it received from Fund VI and (iii) Berkshire Partners, as a limited
partner of Fund VI, distributed to its members, in kind, the shares of Common
Stock that it received from Fund VI.
The number of shares of Common Stock described in the immediately
preceding paragraph includes shares of Common Stock received by each of Fund V,
Fund VI, Berkshire Investors and Castle Investment pursuant to a Common Stock
dividend declared on the Preferred Stock and paid to the record holders of the
Preferred Stock as of August 1, 2003. In connection with this Preferred Stock
dividend, Fund V received 50,569 shares of Common Stock, Fund VI received 55,025
shares of Common Stock, Berkshire Investors received 601 shares of Common Stock,
and Castle Investment received 5,614 shares of Common Stock.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on or the proceeds of sales of, the Common Stock
owned by the Reporting Persons.
(e) The Reporting Persons, as a group, ceased to beneficially own more
than five percent of the Common Stock on August 14, 2003.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The response to Item 4 of this Amendment No. 4 to the Schedule 13D is
incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 11 of 11 pages
SIGNATURES
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.
Dated: August 14, 2003 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its
General Partner
By: /s/ Carl Ferenbach
___________________________
Name: Carl Ferenbach
_________________________
Title: Managing Director
__________________________
BERKSHIRE FUND VI, LIMITED PARTNERSHIP
By: Sixth Berkshire Associates LLC, its
General Partner
By: /s/ Carl Ferenbach
___________________________
Name: Carl Ferenbach
_________________________
Title: Managing Director
__________________________
BERKSHIRE INVESTORS LLC
By: /s/ Carl Ferenbach
___________________________
Name: Carl Ferenbach
_________________________
Title: Managing Director
__________________________
BERKSHIRE PARTNERS LLC
By: /s/ Carl Ferenbach
___________________________
Name: Carl Ferenbach
_________________________
Title: Managing Director
__________________________
CASTLE INVESTMENT LLC
By: Berkshire Investors LLC, its Managing
Member
By: /s/ Carl Ferenbach
___________________________
Name: Carl Ferenbach
_________________________
Title: Managing Director
__________________________