SC 13D/A 1 0001.txt AMENDMENT #1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CROWN CASTLE INTERNATIONAL CORP. ------------------------------------------------------------ (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------------------- (Title of Class of Securities) 228227104 -------------- (CUSIP Number) Oliver Froissart France Telecom 6, place d'Alleray 75015 Paris, France (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 26, 2000 through June 8, 2000 --------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S) 240.13d-l(e), 240.13d-l(f) or 240.13d-l(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 (S) 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose, of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 (Continued on the following page(s)) SCHEDULE 13D CUSIP No. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Transmission Future Networks B.V. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 17,713,536 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 17,713,536 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 2 3 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 3 4 SCHEDULE 13D CUSIP NO. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON "Atrium 3" S.A. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N.A. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 4 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION 5 6 cut here SCHEDULE 13D CUSIP No. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Digital Future Investments B.V. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N.A. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands ________________________________________________________________________________ 7 SOLE VOTING POWER 0 NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 6 7 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION 7 8 SCHEDULE 13D CUSIP NO. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Telediffusion de France International S.A ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N.A. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 8 9 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 9 10 SCHEDULE 13D CUSIP NO. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TeleDiffusion de France S.A. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N.A. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON 10 11 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 11 12 SCHEDULE 13D CUSIP NO. 228227104 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON France Telecom S.A. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* N.A. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 12 13 WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,713,536 (Includes all Shares beneficially owned by Group) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 13 14 INTRODUCTORY STATEMENT This Amendment No. 1 amends the statement on Schedule 13D (the "Statement") relating to the Common Stock, par value $.0l per share (the "Shares"), of Crown Castle International Corp., a Delaware corporation (the "Company") filed with the Securities and Exchange Commission (the "Commission") on September 1, 1998 (the "Original Schedule 13D"). The Company's principal executive office is located at 510 Bering Drive, Suite 500, Houston, TX 77057. This amendment amends Items 2, 3, 4, 5, 6 and 7 of the Original Schedule 13D previously filed by Digital Future Investments B.V.; Telediffusion de France International S.A.; TeleDiffusion de France S.A.; France Telecom S.A.; Candover Investments plc; Candover (Trustees) Limited; Candover Partners Limited (as general partner of the Candover 1994 UK Limited Partnership, the Candover 1994 UK No. 2 Limited Partnership, the Candover 1994 US No. 1 Limited Partnership and the Candover 1994 US No. 2 Limited Partnership); Candover Services Limited; Ted B. Miller, Jr.; The Miller 1996 Gift Trust; Robert A. Crown (individually and for the Robert A. Crown grantor retained annuity trust); Barbara A. Crown (individually and for the Barbara A. Crown grantor retained annuity trust); Berkshire Fund III, A Limited Partnership; Third Berkshire Associates Limited Partnership; Berkshire Fund IV, Limited Partnership; Fourth Berkshire Associates LLC; Berkshire Investors LLC; Centennial IV; Holdings IV; Centennial V; Entrepreneurs V; Holdings V; Nassau Capital Partners II, L.P.; Nassau Capital LLC; NAS Partners I, L.L.C.; Fay, Richwhite Communications Limited; PNC Venture Corp.; PNC Holding Corp.; PNC Bank Corp; American Home Assurance Company; American International Group, Inc.; New York Life Insurance Company; The Northwestern Mutual Life Insurance Company; Harvard Private Capital Holdings, Inc.; Charlesbank Capital Partners, LLC; Prime VIII, L.P. and Prime SKA I, L.L.C. No FT Reporting Person (as defined below) assumes responsibility for the completeness or accuracy of the information contained in the Original Schedule 13D or any amendment to the Original Schedule 13D concerning any other person. ITEM 2. IDENTITY AND BACKGROUND This item is amended and supplemented as follows: This Statement is being filed by the undersigned on behalf of: Transmission Future Networks B.V. ("TFN"), "Atrium 3" S.A. ("Atrium 3"), Digital Future Investments B.V. ("DFI"); Telediffusion de France International S.A. ("TDFI"); TeleDiffusion de France S.A. ("TDF"); and France Telecom S.A. ("France Telecom", and together with each of the foregoing, the "FT Reporting Persons"). By signing this Statement, each FT Reporting Person agrees that this Statement is filed on its behalf. Transmission Future Networks B.V ------------------------------------------- TFN is a Netherlands Private Limited Liability company with its principal office located at Atrium Building 5th Floor, Strawinskylaan 3501, 1077 ZX Amsterdam, the Netherlands. The principal business of TFN is to design and/or engineer, and/or install, and/or operate infrastructures, and/or equipment, and/or site for wireless telecommunications or for audio-visual communication at large, to start with the broadcasting of the programs of commercial radio stations in the Netherlands; to participate in, to finance, to collaborate with, to conduct the management of companies and other enterprises and provide advice and other services. 14 15 TFN is a wholly owned subsidiary of Atrium 3, which is a wholly owned subsidiary of TDF, which is in turn a wholly owned subsidiary of France Telecom. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of TFN are set forth on Schedule 1 hereto, which Schedule is hereby incorporated into this Item 2 by reference in its entirety. "Atrium 3" S.A. ------------------- Atrium 3 is a French Societe Anonyme (similar to a public limited liability company), with its principal office located at 10, rue d'Oradour sur Glane, 75015 Paris, France. The principal business of Atrium 3 is the commercialization of all telecommunication and television transmission via all mediums in France and abroad; the commercialization, within its scope of activity, of all engineering performance, technical support and any other services; and holding of majority or minority interests in the stock of companies that conduct activities in the same field. Atrium 3 is a wholly owned subsidiary of TDF, which is in turn a wholly owned subsidiary of France Telecom. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of Atrium 3 are set forth on Schedule 1 hereto, which Schedule is hereby incorporated into this Item 2 by reference in its entirety. Digital Future Investments B.V. -------------------------------------- DFI is a Netherlands Private Limited Liability company with its principal executive office located at Atrium Building, 5th Floor, Strawinskylaan 3501, 1077 ZX Amsterdam, The Netherlands. The principal business of DFI is to participate in and to finance companies and enterprises which conduct activities in the field of radio and telecommunications. DFI is a wholly owned subsidiary of TDFI, which is a wholly owned subsidiary of TDF, which is in turn a wholly owned subsidiary of France Telecom. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of DFI are set forth on Schedule 1 hereto, which Schedule is hereby incorporated into this Item 2 by reference in its entirety. Telediffusion de France International S.A. -------------------------------------------------- TDFI is a French Societe Anonyme (similar to a public limited liability company) with its principal executive office located at 10, rue d'Oradour sur Glane, 75015 Paris, France. The principal business of TDFI is as a shareholding company. TDFI holds and manages shares in the capital stock of foreign companies which conduct activities that are in the field of the description of the business of TDF. TDFI is a wholly owned subsidiary of TDF, which is a wholly owned subsidiary of France Telecom. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of TDFI are set forth on Schedule 1 hereto. 15 16 TeleDiffusion de France S.A. ----------------------------------- TDF is a French Societe Anonyme (similar to a public limited liability company), with its principal executive office located at 10, rue d'Oradour sur Glane, 75015 Paris, France. The principal businesses of TDF are television and radio transmission. TDF is a wholly owned subsidiary of France Telecom. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of TDF are set forth on Schedule 1 hereto. France Telecom S.A. ------------------------- France Telecom is a French Societe Anonyme (similar to a public limited liability company), with its principal executive office located at 6, place d'Alleray 75015 Paris, France. The principal business of France Telecom is telecommunications services. The name, citizenship, residence or business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of France Telecom are set forth on Schedule 1 hereto. None of the FT Reporting Persons, nor any of their executive officers, directors, trustees or partners, as applicable, during the last five years (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such entity or person was or is 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. ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION This item is supplemented as follows: Pursuant to the Governance Agreement dated as of August 21, 1998 (attached as Exhibit 3 to the Original Schedule 13D) (the "Governance Agreement") and to the Supplemental Agreement to the Governance Agreement dated as of May 17, 1999, under Article II (Anti-dilution), Section 2.01 (Anti-dilutive Rights), DFI acquired a total of 13,872,396 further Shares for a total consideration of US$ 203,756,605. This acquisition did not increase DFI's percentage ownership interest in the stock of the Company and was financed by means of TDF group's financing. On January 26, 2000 DFI transferred the legal and beneficial ownership of all of its Shares (13,872,396) and all of its shares of Class A Common Stock in the Company (11,340,000) to TFN, the Dutch subsidiary of TDF, for a total consideration of (euro)602,087,069. This transfer of shares did not increase the France Telecom group's percentage ownership interest in the stock of the Company. The source of the funds used for the acquisition of shares by TFN comes from an increase of the issued and paid-up capital of TFN to which Atrium 3, as shareholder of TFN, fully subscribed. In addition, on April 8, 1999, TDFI transferred all of its shares and its warrant in Crown Castle UK Holdings Limited (formerly Castle Transmission Services (Holdings) Limited) ("CCUK(H)") to DFI 16 17 for a total amount of FF 255,000,000. This shareholding (2,163,000,000 ordinary shares of CCUK(H) and a warrant to subscribe for 257,500,000 further shares of CCUK(H)) are exchangeable for securities giving the right to convert into 17,443,500 Shares pursuant to the Governance Agreement. On February 29, 2000 DFI transferred the legal and beneficial ownership of all of its shares and its warrant in CCUK(H) (2,163,000,000 ordinary shares of CCUK(H) and a warrant to subscribe for 257,500,000 further shares of CCUK(H)) to TFN for a consideration of (euro)473,969,697 for the shares and (euro)50,251,515 for the warrant. This too was financed by the increase of the issued and paid-up capital of TFN to which Atrium 3 fully subscribed in January 2000. On June 8, 2000 TFN transferred 24,942,360 Shares to Salomon Smith Barney and Goldman, Sachs & Co., through a registered public offering with the Commission for a total consideration of US$ 693,085,828.50, net of underwriting discounts. ITEM 4. PURPOSE OF TRANSACTION This item is supplemented as follows: TDFI transferred all of its interests in CCUK (H) to DFI since the purpose of DFI within the France Telecom structure is, amongst others, to be the holding company of the TDF's group interests in English-speaking countries. DFI transferred its legal and beneficial ownership of all of its Company's Shares (13,872,396 Shares) and all of its shares of Class A Common Stock in the Company (11,340,000 Shares) and all of its shares and warrant in CCUK(H) (2,163,000,000 ordinary shares of CCUK(H) and a warrant to subscribe for 257,500,000 further shares of CCUK(H) to TFN for the purpose of a group reorganization. The purpose of such reorganization was the possibility that France Telecom would be required by the Office of Fair Trading in the United Kingdom (the "OFT") to dispose of the interests held in the Crown Castle companies, through its subsidiary TDF, in order to comply with certain anti-competition matters regarding the France Telecom's group operations. Re-arranging the shareholdings of both the Company and CCUK(H) under a specific subsidiary was seen as a way to make likely divestments easier if required. The sale of 24,942,360 shares in the Company by TFN on June 8, represents the first step towards the complete disposition of all of its interest in the Company and its subsidiaries as required by the OFT. Additional sales will be made in the future for such purposes. Although the FT Reporting Persons believe that the shares that they beneficially own are an attractive investment, the FT Reporting Persons continue to monitor and evaluate their investment in the Company in light of pertinent factors, including without limitation the following: (i) the Company's business, operations, assets, financial condition and prospects; (ii) market, general economic and other conditions; and (iii) other investment opportunities available to one or more of the FT Reporting Persons. In light of the foregoing factors, and the plans and requirements of the FT Reporting Persons from time to time, TFN may decide to dispose of some or all of the securities of the Company which it beneficially owns. The FT Reporting Persons reserve the right, either individually or in any combination among themselves or together with one or more stockholders of the Company, to decide in the future to take or cause to be taken the foregoing action. There can be no assurance that the foregoing action will occur or as to the timing of any such transaction. Except as set forth above, none of the FT Reporting Persons has plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. 17 18 The FT Reporting Persons disclaim that they are part of a group (as such term is set forth in Rule 13(d) promulgated under the Securities Exchange Act of 1934). Additionally, the FT Reporting Persons disclaim beneficial ownership of all Shares which are not directly owned of record by such Reporting Person. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER This item is amended as follows: The information contained in Item 3 of this Statement is hereby incorporated into this Item 5 by reference in its entirety. Transmission Future Networks B.V. ------------------------------------------- TFN owns 270,036 Shares. In addition, TFN owns 2,163,000,000 ordinary shares of CCUK (H) and a warrant to subscribe for 257,500,000 further shares of CCUK (H) which are exchangeable for securities giving the right to convert into 17,443,500 Shares (please refer to the Roll-Up described in Item 4 of the Original Schedule 13D). Assuming the Roll-Up, TFN would own in total 17,713,536 Shares. TFN has the sole voting power with respect to the 17,713,536 Shares that it would own assuming the Roll-Up, although TFN will have to vote the Shares in accordance with the procedure established in the Disposition Agreement (please see description of the Disposition Agreement and Exhibit 4 below)and also has the sole disposition power (but please see the description of the Disposition Agreement below) with respect to such 17,713,536 Shares. "Atrium 3" S.A. ------------------- Atrium 3 has 0 Shares. Digital Future Investments B.V. -------------------------------------- DFI has 0 Shares. Telediffusion de France International S.A. -------------------------------------------------- TDFI has 0 Shares. TeleDiffusion de France S.A. ---------------------------------- TDF has 0 Shares. France Telecom S.A. ------------------------- France Telecom has 0 Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER 18 19 This item is amended and supplemented as follows: Stockholders Agreement ----------------------------- Pursuant to the Disposition Agreement (as defined below), the FT Reporting Persons agreed to terminate their contractual provisions in the Stockholders Agreement dated August 21, 1998 (attached as Exhibit 2 to the Original Schedule 13D). Governance Agreement ----------------------------- Pursuant to the Disposition Agreement (as defined below), the FT Reporting Persons agreed to terminate their contractual provisions in the Governance Agreement (attached as Exhibit 3 to the Original Schedule 13D), as amended. Underwriting Agreement ------------------------------- In an underwriting agreement between Salomon Smith Barney, Inc. and Goldman, Sachs & Co. (the "Underwriters"), the Company and TFN dated as of June 5, 2000, the Underwriters agreed to severally underwrite the sale of the 24,942,360 Shares described above in Item 3 by TFN. The Company and TFN provided certain representations, warranties and indemnities to the Underwriters in the agreement. Disposition Agreement ---------------------------- In a disposition agreement between the Company and the FT Reporting Persons (with the exception of Atrium 3, DFI and TDF) dated as of May 17, 2000 and amended on June 5, 2000 (the "Disposition Agreement") it was agreed that the Company would file a registration statement under the Securities Act of 1933, as amended, contemplating a registered public offering on a underwritten basis of enough Shares held by the FT Reporting Persons to reduce the interest of the FT Reporting Persons in the Company to less than 10 per cent. on a fully diluted basis. Accordingly, a registration statement in respect of 24,942,360 Shares held by the Reporting Persons was filed on May 18, 2000 and declared effective on June 2, 2000. The FT Reporting Persons sold the 24,942,360 Shares in an underwritten public offering which closed on June 8, 2000. The Disposition Agreement also provides that: (a) 30 calendar days after the closing of the registered public offering the FT Reporting Persons shall either (i) convert, exchange or exercise any securities held by them which are convertible into, exchangeable for or exercisable in respect of Shares (the "Securities") into Shares or (ii) sell the Securities to a financial institution who will convert, exchange or exercise the Securities into Shares; (b) the FT Reporting Persons shall sell either the Securities or, as the case may be, the Shares to a financial institution; (c) the FT Reporting Persons may enter into an equity swap in respect of the Shares so that the FT Reporting Persons retain the economic (but not the beneficial) interest in them; (d) The FT Reporting Persons will not retain any voting power in respect of the Shares; 19 20 (e) the financial institution may not sell the Shares for one year except in certain limited circumstances; (f) following the year after the transfer to the financial institution the FT Reporting Persons may direct disposition of the Shares; (g) the other contractual provisions between the FT Reporting Persons and the Issuer shall be terminated other than in respect of the exercise, conversion or exchange of the Securities. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. S-3 Form and Amendment to S-3 Form filed with the Securities and Exchange Commission on May 18, 2000. Exhibit 2. Prospectus Supplement dated June 5, 2000 and Prospectus dated June 1, 2000 of Crown Castle International Corp.. Exhibit 3. Underwriting Agreement dated as of June 5, 2000 among Salomon Smith Barney, Inc. and Goldman Sachs & Co., Crown Castle International Corp. and Transmission Future Networks B.V. Exhibit 4. Disposition Agreement dates as of May 17, 2000 and amended on June 5, 2000 among Crown Castle International Corp., Transmission Future Networks B.V., Telediffusion de France International S.A. and France Telecom S.A. 20 21 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: June 19, 2000 TRANSMISSION FUTURE NETWORKS B.V. ---------------------- /s/ Michel Azibert by ________________________ Name: Michel Azibert Title: Managing Director Date: June 19, 2000 "ATRIUM 3" S.A. ---------------------- /s/ Michel Azibert by ________________________ Name: Michel Azibert Title: President Date: June 19, 2000 DIGITAL FUTURE INVESTMENTS B.V. ---------------------- /s/ Michel Azibert by_____________________ Name: Michel Azibert Title: Managing Director 60 Date: June 19, 2000 TELEDIFFUSION DE FRANCE INTERNATIONAL S.A. ---------------------- /s/ Michel Azibert by ______________________ Name: Michel Azibert Title: Chairman 61 Date: June 19, 2000 TELEDIFFUSION DE FRANCE S.A. ---------------------- /s/ Bruno Chetaille by ______________________ Name: Bruno Chetaille Title: Chairman and Chief Executive Officer 62 21 22 Date: June 19, 2000 FRANCE TELECOM S.A. --------------------- /s/ Bruno Chetaille by ________________________ Name: Bruno Chetaille Title: Director of the Broadcast Services Division Schedule 1 Information about the Directors I. TRANSMISSION FUTURE NETWORKS B.V. Except as otherwise set forth below, the place of citizenship of each such person is the Netherlands.
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors --------- Michel L. Azibert 10, rue d'Oradour sur Glane French Citizen 75015 Paris, France (Chairman of TDFI and International Director of TDF) Gideon Johannes van der Ploeg Atrium Building, 5th Floor (Management of companies in a professional services Strawinskylaan 3501 environment) 1077 ZX Amsterdam THE NETHERLANDS Gregory B. Richardson-Schilten Atrium Building, 5th Floor American Citizen Strawinskylaan 3501 (Attorney) 1077 ZX Amsterdam THE NETHERLANDS
II. "ATRIUM 3" S.A. Except as otherwise set forth below, the place of citizenship of each such person is France.
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors ---------
22 23
Michel Azibert 10, rue d'Oradour sur Glane, 75015 Paris, France (Chairman of TDFI and International Director of TDF) TeleDiffusion de France S.A. 10, rue d'Oradour sur Glane, 75015 Paris, France (Television and Radio Transmission) Nicolas Decroix 10, rue d'Oradour sur Glane, 75015 Paris, France (Cash Treasurer Manager of TDF) Patrick Yzerman 10, rue d'Oradour sur Glane, 75015 Paris, France (Deputy Chief Financial Officer of TDF)
III. DIGITAL FUTURE INVESTMENTS, B.V. Except as otherwise set forth below, the place of citizenship of each such person is the Netherlands.
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors --------- Gideon Johannes van der Ploeg Atrium Building, 5th Floor (Management of companies in a professional services Strawinskylaan 3501 environment) 1077 ZX Amsterdam THE NETHERLANDS Michel L. Azibert 10, rue d'Oradour sur Glane French Citizen 75015 Paris, France (Chairman of TDFI and International Director of TDF)
IV. TELEDIFFUSION DE FRANCE INTERNATIONAL S.A. Except as otherwise set forth below, the place of citizenship of each such person is France.
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors ---------
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Michel Azibert 10, rue d'Oradour sur Glane, 75015 Paris, France (Chairman of TDFI and International Director of TDF) TeleDiffusion de France S.A. 10, rue d'Oradour sur Glane, 75015 Paris, France (Television and Radio Transmission) Jean-Claude Prigent 10, rue d'Oradour sur Glane, 75015 Paris, France (Chief Financial Officer of TDF) Patrick Yzerman 10, rue d'Oradour sur Glane, 75015 Paris, France (Deputy Chief Financial Officer of TDF)
V. TELEDIFFUSION DE FRANCE S.A. Except as otherwise set forth below, the place of citizenship of each such person is France.
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors --------- Bruno Chetaille 10, rue d'Oradour sur Glane, 75015 Paris, France (Chairman and C.E.O. of TDF; Director of the Broadcast Services Division of France Telecom) Pierre Lestrade Ministry of Economy, Finance and Industry (Chief of the CGTI) CGTI (Conseil General des Technologies de l'Information) 20, avenue Segur 75007 Paris, FRANCE Nicolas Dufourcq FRANCE TELECOM- Division Multimedia (Director of the Multimedia Division, Mass Market Product 103, rue de Grenelle Services Division, France Telecom) 75007 Paris, FRANCE Jean-Francois Latour U.E.R. (Unite Exploitation Reseaux) (U.E.R. Manager) France Telecom Direction Regionale Angers 52, Boulevard Gaston Ramon 49043 Angers Cedex 01, FRANCE Jacques Champeaux 6, place d'Alleray (Group Executive Vice President 75015 Paris, FRANCE Large Business Division, France Telecom)
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Compagnie Generale des Communications - COGECOM (French 6, place d'Alleray public limited company) 75015 Paris, FRANCE Marc Dandelot 6, place d'Alleray (Director of International Development, 75015 Paris, FRANCE Development Division, France Telecom) Didier Quillot France Telecom Mobiles (Managing Director of France Telecom 41-45, Boulevard Romain Rolland Mobiles) 75672 Paris Cedex 14, FRANCE Jean-Yves Gouiffes 6, place d'Alleray (Group Executive Vice President 75015 Paris, FRANCE Network Division of France Telecom) Christian Bret 6, place d'Alleray (Deputy Director of the Large Business 75015 Paris, FRANCE Division of France Telecom) Claudie Granier TDF - DirectionRegionale (Employee of TDF) Sud-EST14, Boulevard Edouard Herriot-BP 358 13271 Marseille Cedex 08, France Jean-Yvon Coatrieux TDF-Direction Regionale Ouest (Employee of TDF) 3, avenue de Belle Fontaine B.P. 79 35512 Cesson-Sevigne Cedex, FRANCE Executive Officers ------------------ Bruno Chetaille 10, rue d'Oradour sur Glane (Chairman and Chief Executive Officer) 75015 Paris, FRANCE Michel Azibert 10, rue d'Oradour sur Glane (International Director) 75015 Paris, FRANCE Marc Rennard 10, rue d'Oradour sur Glane (Deputy General Manager) 75015 Paris, FRANCE Gerard Chevee 10, rue d'Oradour sur Glane (Deputy General Manager) 75015 Paris, FRANCE Michel Lapierre 10, rue d'Oradour sur Glane (Human Resources Director) 75015 Paris, FRANCE
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Jean-Claude Prigent 10, rue d'Oradour sur Glane (Chief Financial Officer) 75015 Paris, FRANCE Philippe Hermann 10, rue d'Oradour sur Glane (Production and Methods Director) 75015 Paris, FRANCE Madeleine Giovachini 10, rue d'Oradour sur Glane (Radiocommunications 75015 Paris, FRANCE and Services Director) Michel Reneric 10, rue d'Oradour sur Glane (Research and Innovation Director) 75015 Paris, FRANCE Yves Noirel 10, rue d'Oradour sur Glane (General Manager of TDF 75015 Paris, FRANCE Video Service) Alain Delorme 10, rue d'Oradour sur Glane (Radio Director) 75015 Paris, FRANCE Dominique Niel 10, rue d'Oradour sur Glane (Television Director) 75015 Paris, FRANCE
VI. FRANCE TELECOM Except as otherwise set forth below, the place of citizenship of each such person is France
NAME; PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS; PRINCIPAL BUSINESS OF EMPLOYER ---------------------------------------- ------------------------------------------------ Directors --------- Michel Bon 6, place d'Alleray (Chairman and Chief Executive Officer) 75015 Paris, FRANCE Francois Grapotte 6, place d'Alleray (Chairman and Chief Executive Officer, LeGrand) 75015 Paris, FRANCE Jean-Claude Desrayaud 6, place d'Alleray (Employee of France Telecom) 75015 Paris, FRANCE Jean Simonin 6, place d'Alleray (Managing Director, Residential Agency of Toulouse) 75015 Paris, FRANCE
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Didier Lombard representing French State 6, place d'Alleray (French Envoy for International Investments, Ministry of 75015 Paris, FRANCE Economy, Finance and Industry) Christophe Blanchard Dignac representing French State 6, place d'Alleray (Budget Director, Ministry of Economy, Finance and 75015 Paris, FRANCE Industry) Yannick D'Escatha 6, place d'Alleray (Delegated Managing Director of Industry to Electricite de 75015 Paris, FRANCE France) Simon Nora 6, place d'Alleray (Honorary Inspector General of Finance) 75015 Paris, FRANCE Christian Pheline 6, place d'Alleray (Head of Legal and Technical Department of Information and 75015 Paris, FRANCE Communication, Ministry of Culture and Communication) Nicolas Jachiet 6, place d'Alleray (Head of Investment Monitoring Division, 75015 Paris, FRANCE Treasury Department, Ministry of the Economy, Finance and Industry) Jean-Paul Bechat 6, place d'Alleray (Chairman and Chief Executive Officer, SNECMA) 75015 Paris, FRANCE Pascal Colombani 6, place d'Alleray (Director of the French Atomic Energy Commission) 75015 Paris, FRANCE Jacques de la Rosiere de Champfeu 6, place d'Alleray (Advisor to Paribas) 75015 Paris, FRANCE Pierre Gadonneix 6, place d'Alleray (President, Gaz de France) 75015 Paris, FRANCE Raymond Durand 6, place d'Alleray (employee of France Telecom) 75015 Paris, FRANCE Pierre Peuch 6, place d'Alleray (Employee de France Telecom) 75015 Paris, FRANCE Christophe Aguiton 6, place d'Alleray (Employee de France Telecom) 75015 Paris, FRANCE
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Jean-Francois Davoust 6, place d'Alleray (Employee de France Telecom) 75015 Paris, FRANCE Jean- Pierre Delezenne 6, place d'Alleray (Employee de France Telecom) 75015 Paris, FRANCE Nadine Tihay spouse Grandmougin 6, place d'Alleray (Employee de France Telecom) 75015 Paris, FRANCE Executive Officers Michel Bon 6, place d'Alleray (Chairman and Chief Executive Officer) 75015 Paris, FRANCE Jean-Francois Pontal 6, place d'Alleray (Group Executive Vice President Mass Market Product and 75015 Paris, FRANCE Services Divisions Jacques Champeaux 6, place d'Alleray (Group Executive Vice President Large Business Division) 75015 Paris, FRANCE Jean-Yves Gouiffes 6, place d'Alleray (Group Executive Vice President Network Division) 75015 Paris, FRANCE Jean-Jacques Damlamian 6, place d'Alleray (Group Executive Vice President Development Division) 75015 Paris, FRANCE Jean-Louis Vinciguerra 6, place d'Alleray (Group Executive Vice President Human Resources and 75015 Paris, FRANCE Finance Division) Gerard Moine 6, place d'Alleray (Group Executive Vice President Public Affairs) 75015 Paris, FRANCE Marie-Claude Perrache 6, place d'Alleray (Group Executive Vice President Corporate Communications) 75015 Paris, FRANCE Jacques Burillon 6, place d'Alleray (Corporate Secretary) 75015 Paris, FRANCE
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