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)
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
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)
June 25, 2002
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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 10 Pages)
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CUSIP NO. 22822710 Page 2 of 10 pages
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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
WC
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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
SHARES 14,499,510.78
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
14,499,510.78
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,499,510.78
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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)
6.58%
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14. TYPE OF REPORTING PERSON
PN
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CUSIP NO. 22822710 Page 3 of 10 pages
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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}
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
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
SHARES 690,457.02
BENEFICIALLY -----------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
690,457.02
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,457.02
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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)
0.31%
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14. TYPE OF REPORTING PERSON
PN
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Page 4 of 10 pages
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) Berkshire
Fund V, Limited Partnership, a Massachusetts limited partnership ("Fund V") and
(2) Berkshire Investors LLC, a Massachusetts limited liability company
("Berkshire Investors").
Fifth Berkshire Associates LLC, a Massachusetts limited liability
company ("Fifth Berkshire") is the General Partner of Fund V. The managing
members of Fifth 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.
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 and Berkshire Investors, is to
make investments in, buy, sell, hold, pledge, assign and otherwise deal in
securities. The principal business of Fifth Berkshire is to act as general
partner of Fund V and certain other affiliated funds. The principal occupations
of each of the Berkshire Principals is Managing Director of Berkshire Partners
LLC, a Massachusetts limited liability company ("Berkshire Partners"). The
principal business of Berkshire Partners is to make investments in, buy, sell,
hold, pledge, assign and otherwise deal in securities.
(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 Berkshire Partners: 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, Berkshire Principals or Berkshire Partners, 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,
Page 5 of 10 pages
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 Berkshire Partners
is organized under the laws of the Commonwealth of Massachusetts. Each of the
Berkshire Principals is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In a series of transactions completed on June 27, 2002, Fund V and
Berkshire Investors (collectively, the "Purchasers") purchased in the market,
shares of Common Stock and shares of the Issuer's 6.25% Convertible Preferred
Stock (the "Preferred Stock"). Fund V purchased (i) 12,739,264 shares of Common
Stock and (ii) 1,298,182 shares of Preferred Stock currently convertible into
1,760,246.78 shares of Common Stock for $74,615,525 in the aggregate. Berkshire
Investors purchased (i) 606,636 shares of Common Stock and (ii) 61,818 shares of
Preferred Stock currently convertible into 83,821.02 shares of Common Stock for
$3,553,137 in the aggregate. Berkshire Fund V Investment Corp., an affiliate of
Fund V and Fifth Berkshire, facilitated Fund V's purchase of its shares of
Common Stock and Preferred Stock by advancing Fund V the purchase price which
Fund V will repay with funds from available funds and capital contributions by
its partners, representing the ultimate source of the funds. In addition, in a
series of transactions completed on June 28, 2002, the Purchasers purchased in
the market 43,983 shares of the Issuer's 12 3/4% Senior Exchangeable Preferred
Stock (the "Exchangeable Preferred Stock") for $21,561,888 in the aggregate.
Shares of the Exchangeable Preferred Stock are not voting securities, and are
not convertible into voting securities and thus are not reported on for purposes
of this Schedule 13D.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock covered by this filing are being held for
investment purposes. The Reporting Persons will continue to monitor and evaluate
their investment in the Issuer in light of pertinent factors, including without
limitation the following: (a) the Issuer's business, operations, assets,
financial condition and prospects; (b) market, general economic and other
conditions; and (c) other investment opportunities available to the Reporting
Persons. In light of the foregoing factors, and the plans and requirements of
the Reporting Persons from time to time, including the plans described below,
the Reporting Persons may decide to (i) dispose of some or all of the shares of
the Preferred Stock that they beneficially own and/or the shares of Common Stock
into which such shares of the Preferred Stock are convertible or (ii) acquire
additional shares of Common Stock, shares of the Preferred Stock or other
securities of the Issuer.
One of the members of the Board of Directors of the Issuer, Mr. Randall
A. Hack, also serves as an Advisory Director of Berkshire Partners. In this
capacity, Mr. Hack provides advice and counsel to Berkshire Partners and its
affiliates based upon his business and relevant industry experience. Mr. Hack
also participates with Berkshire Partners or its affiliates from time to time in
selected investments. The Reporting Persons have had discussions with Mr. Hack
with respect to their investment in the Issuer, and they expect that Mr. Hack
will participate in their investment in the Issuer. Any such investment would be
subject to the Issuer's insider trading policies.
Page 6 of 10 pages
Earlier this calendar year, the Issuer and Berkshire Partners had a
number of discussions with respect to Berkshire Partners and one or more of its
affiliates making a direct investment in the Issuer. Due primarily to market
conditions at the time, the parties did not reach agreement on terms. Berkshire
Partners decided to purchase in the open market instead. One or more of the
Berkshire Principals has had discussions with the chief executive officer and
one or more members of the Issuer's Board of Directors with respect to the
election of Carl Ferenbach, one of the Berkshire Principals, to the Board of
Directors of the Issuer. No commitments have been made by the Issuer, Berkshire
Partners or Mr. Ferenbach with respect to Mr. Ferenbach's election to the Board
of Directors of the Issuer.
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 15,189,967.80 shares, or approximately 6.89% of the outstanding
shares based on 220,388,579 shares outstanding as of May 1, 2002 as reported by
the Issuer on its quarterly report on Form 10-Q filed with the Commission on May
14, 2002. 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 the
certain Berkshire Principals, other current or former employees of Berkshire
Partners and trusts for the benefit of such persons (collectively, the "Other
Berkshire Holders"). Since none of the Reporting Persons has voting or
investment power with respect to the Shares beneficially owned by the Other
Berkshire Holders, the Reporting Persons disclaim beneficial ownership of such
shares.
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.
(b) Fund V has sole voting power with respect to 14,499,510.78 shares
of Common Stock and has sole dispositive power with respect to 14,499,510.78
shares of Common Stock. Fund V is the direct beneficial owner of the
14,499,510.78 shares of Common Stock over which it has voting and dispositive
power.
As the sole general partner of Fund V, Fifth Berkshire may be deemed to
beneficially own 14,499,510.78 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.
Berkshire Investors has sole voting power with respect to 690,457.02
shares of Common Stock and has sole dispositive power with respect to 690,457.02
shares of Common Stock. Berkshire Investors is the direct beneficial owner of
the 690,457.02 shares of Common Stock over which it has voting and dispositive
power.
Page 7 of 10 pages
By virtue of their positions as managing members of Fifth Berkshire and
Berkshire Investors, the Berkshire Principals may be deemed to possess indirect
beneficial ownership of the shares of Common Stock beneficially owned by Fund V
and Berkshire Investors. However, none of the Berkshire Principals, acting
alone, has voting or investment power with respect to the shares beneficially
owned by Fund V or Berkshire Investors, and, as a result, each Berkshire
Principal disclaims beneficial ownership of such shares of Common Stock.
(c) Annex A attached hereto and incorporated herein by reference sets
forth all of the transactions in shares of Common Stock and Preferred Stock
entered into by the Reporting Persons during the past 60 days, including (i) the
identity of the Reporting Person, (ii) the date of the transaction, (iii) the
number of shares of Common Stock or Preferred Stock involved (and in the case of
the Preferred Stock, the number of shares of Common Stock into which such
Preferred Stock is convertible), (iv) the price per share and (v) where and how
the transaction was effected.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 of this Schedule 13d and the Exhibits
to this Schedule 13D are incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 8 of 10 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: July 3, 2002 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth 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
------------------------------------
Pages 9 of 10 pages
ANNEX A
COMMON STOCK
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Reporting Person Date of Number of Price Per Were and how Transaction
Transaction Shares Share* Effected
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Fund V, Limited Partnership 6/12/02 763,923 4.0506273 Open Market Transaction by its
("Fund V") Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors LLC ("Berkshire 6/12/02 36,377 4.0506273 Open Market Transaction by its
Investors") Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/13/02 260,591 4.408879 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/13/02 12,409 4.408879 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/14/02 1,670,454 4.063165 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/14/02 79,546 4.063165 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/17/02 695,386 4.227805 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/17/02 33,114 4.227805 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/18/02 1,193,181 4.274957 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/18/02 56,819 4.274957 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/19/02 1,431,818 4.129514 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/19/02 68,182 4.129514 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/20/02 954,545 4.123003 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/20/02 45,455 4.123003 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/21/02 954,545 4.173645 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/21/02 45,455 4.173645 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/25/02 1,826,808 4.130000 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/25/02 86,992 4.130000 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/26/02 1,431,818 3.981526 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/26/02 68,182 3.981526 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Fund V 6/27/02 1,556,195 4.003570 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
Berkshire Investors 6/27/02 74,105 4.003570 Open Market Transaction by its
Broker-Dealer
------------------------------------------ --------------- -------------- ------------ ---------------------------------
* The Price Per Share is calculated on a weighted average basis for all trades
made by a Reporting Person on each date included on this chart and does not
include amounts for brokerage commissions.
Page 10 of 10 pages
PREFERRED STOCK
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Reporting Person Date of Number of Price Per Share Number of Shares Where and how Transaction
Transaction Shares of Common Stock Effected
Purchased upon Conversion
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/14/02 23,864 15.7500 32,357.1970 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/14/02 1,136 15.7500 1,540.3024 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/14/02 33,409 16.1250 45,299.2630 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/14/02 1,591 16.1250 2,157.2369 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/19/02 190,909 16.3750 258,853.5100 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/19/02 9,091 16.3750 12,326.4860 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/20/02 95,455 16.7680 129,427.4300 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/20/02 4,545 16.7680 6,162.5655 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/21/02 190,909 17.0000 258,853.2100 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/21/02 9,091 17.0000 12,326.4860 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/24/02 381,818 17.5000 517,707.0200 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/24/02 18,182 17.5000 24,652.9730 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/24/02 190,909 17.4500 258,853.2100 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/24/02 9,091 17.4500 12,326.4860 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Fund V 6/25/02 190,909 17.4700 258,853.2100 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------
Berkshire Investors 6/25/02 9,091 17.4700 12,326.4860 Open Market Transaction
by its Broker-Dealer
------------------------ ------------- ------------- ------------------ -------------------- ---------------------------