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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)*
CROWN CASTLE INTERNATIONAL CORP.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
228227104
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(CUSIP Number)
Bell Atlantic Mobile, Inc.
1095 Avenue of the Americas
New York, New York 10036
with a copy to:
Marianne Drost, Esq.
Senior Vice President, Deputy General Counsel
and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-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 Section 240.13d-7
for other parties to whom copies are to be sent.
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*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).
CUSIP NO. 228227104 13D PAGE 2 OF 7
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bell Atlantic Mobile, Inc. 22-3344794
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 0 shares
BENEFICIALLY -----------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH 15,597,783 shares
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9 SOLE DISPOSITIVE POWER
0 shares
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10 SHARED DISPOSITIVE POWER
15,597,783 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,597,783
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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)
7.15%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 228227104 13D PAGE 3 OF 7
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Verizon Communications Inc. (f/k/a Bell Atlantic Corporation)
23-2259884
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF SHARES 0 shares
BENEFICIALLY -----------------------------------------------------------
OWNED BY EACH
REPORTING PERSON 8 SHARED VOTING POWER
WITH 15,597,783 shares
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0 shares
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10 SHARED DISPOSITIVE POWER
15,597,783 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,597,783
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.15%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 228227104 13D PAGE 4 OF 7
The following information supplements and amends the information contained in
the Schedule 13D previously filed by Cellco Partnership, a Delaware general
partnership doing business as Verizon Wireless ("VW"), and Verizon
Communications Inc. (f/k/a Bell Atlantic Corporation), a Delaware corporation
("Verizon"), relating to the beneficial ownership of the common stock, $0.01 par
value per share, of Crown Castle International Corp., a Delaware corporation
(the "Corporation"), listed on the cover pages of this amendment.
ITEM 2. IDENTITY AND BACKGROUND
The disclosure previously contained in Item 2 is replaced with the following:
This Statement is being filed by Bell Atlantic Mobile, Inc., a Delaware
corporation ("BAM Inc."), and Verizon. Verizon is the indirect parent
corporation of BAM Inc.
The principal business address of BAM Inc. is 1095 Avenue of the
Americas, New York, New York 10036. Its principal business is holding a
membership interest in Crown Atlantic Holding Company LLC, a Delaware limited
liability company ("HoldCo"). BAM Inc. obtained a membership interest in HoldCo
in connection with a distribution in complete redemption of BAM Inc.'s interest
in VW. Subsequently, BAM Inc. obtained an additional membership interest in
HoldCo by transfer and assignment from another indirect, wholly-owned subsidiary
of Verizon. The directors and officers of BAM Inc. are set forth on Schedule I
hereto, which schedule lists for each such person his or her name, business
address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, and citizenship, and which are incorporated herein by
reference.
Verizon is one of the world's leading providers of communications
services. Subsidiaries of Verizon are engaged in the businesses of providing
domestic wireline telecommunications services through local telephone services,
including voice and data transport, enhanced and custom calling features,
network access, directory assistance, private lines, public telephones, customer
premises equipment distribution, systems integration, billing and collections,
and Internet access services; wireless telecommunications products and services
to United States and foreign customers, including cellular mobile service;
domestic and international publishing businesses, including print directories
and Internet-based shopping guides, as well as website creation and hosting and
other electronic commerce service; and international wireline telecommunications
investments and lease financing and other businesses. The address of Verizon's
principal executive offices is 1095 Avenue of the Americas, New York, New York
10036. The directors and officers of Verizon are set forth on Schedule II
hereto, which schedule lists for each such person his or her name, business
address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted, and citizenship, and which are incorporated herein by
reference.
During the last five years, neither BAM Inc. nor Verizon, and to the
best knowledge of each of them, none of the persons listed in Schedules I and
II, has been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been or become 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.
CUSIP NO. 228227104 13D PAGE 5 OF 7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The following is added to the end of Item 3:
BAM Inc. obtained a membership interest in HoldCo in connection with
a distribution in complete redemption of BAM Inc.'s interest in VW.
Subsequently, BAM Inc. obtained an additional membership interest in HoldCo by
transfer and assignment from another indirect, wholly-owned subsidiary of
Verizon. On May 1, 2003, pursuant to the terms of the Redemption Agreement (the
"Redemption Agreement") between BAM Inc. and HoldCo, HoldCo redeemed a portion
of BAM Inc.'s membership interest in HoldCo, representing a 19.155% membership
interest, in exchange for the Contributed Shares. In connection with such
redemption, BAM Inc., the Corporation, HoldCo and CCA entered into a Letter
Agreement (the "Registration Rights Letter") that, among other things, amended
certain provisions of the Formation Agreement. The Registration Rights Letter,
among other things, provided BAM Inc. with certain rights relating to the
Contributed Shares and served as BAM Inc.'s request that the Corporation file a
registration statement on Form S-3 to register for sale all of the Contributed
Shares. This discussion is qualified in its entirety by reference to (i) the
complete text of the Redemption Agreement, attached hereto as Exhibit 4, and
(ii) the complete text of the Registration Rights Letter, attached hereto as
Exhibit 5.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure previously contained in Item 4 is replaced with the following:
VW acquired shared voting and investment power over the Contributed
Shares on March 31, 1999, when CCA contributed the Contributed Shares to HoldCo
in connection with the formation of the joint venture contemplated by the
Formation Agreement. The discussion of the manner by which BAM Inc. acquired
shared voting and investment power with CCA, and subsequently, shared voting and
investment power with Verizon, over the Contributed Shares, is incorporated into
this Item 4 from the last paragraph of Item 3.
Except as provided below, neither BAM Inc. nor Verizon, and to the
best knowledge of each of them, none of the persons named in Schedules I and II,
currently has any plan or proposal which relate to, or might result in, any of
the events described in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Pursuant to the Registration Rights Letter, BAM Inc. has requested
that the Corporation file a registration statement on Form S-3 to register for
sale all of the Contributed Shares. Further, BAM Inc. and Verizon may, from time
to time, consider, engage in discussions regarding or consummate, in one, or a
series of, public or private sales transactions (i) the sale or other
disposition of all or a portion of the Contributed Shares, or (ii) the purchase
of additional shares of Common Stock of the Corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The disclosure previously contained in Item 5 is replaced with the following:
BAM Inc. is the beneficial owner of 15,597,783 shares of Common Stock
of the Corporation. BAM Inc. has, together with Verizon, shared voting power
with respect to 15,597,783 shares of Common Stock, which constitutes
approximately 7.15% of the Common Stock of the Corporation outstanding on May
2, 2003 (based on the number of shares outstanding as contained in the
Corporation's most recently filed Form 10-Q), and shared dispositive power with
respect to 15,597,783 shares of Common Stock. None of the persons listed in
Schedules I and II has voting or dispositive power with respect to any shares of
Common Stock of the Corporation.
CUSIP NO. 228227104 13D PAGE 6 OF 7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The following is added to the end of Item 6:
The discussion of the Redemption Agreement and the Registration
Rights Letter is incorporated into this Item 6 from the last paragraph of Item
3.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following is added to the end of Item 7:
Exhibit 4. Redemption Agreement dated as of May 1, 2003, between Crown Atlantic
Holding Company LLC, a Delaware limited liability company, and Bell Atlantic
Mobile, Inc., a Delaware corporation.
Exhibit 5. Letter Agreement dated as of May 1, 2003, by and among Bell Atlantic
Mobile, Inc., a Delaware corporation, Crown Atlantic Holding Company LLC, a
Delaware limited liability company, CCA Investment Corp., a Delaware
corporation, and Crown Castle International Corp., a Delaware corporation.
CUSIP NO. 228227104 13D PAGE 7 OF 7
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.
BELL ATLANTIC MOBILE, INC.
Date: May 16, 2003 By: /s/ Stephen B. Heimann
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Name: Stephen B. Heimann
Title: Vice President and Assistant
Secretary
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.
VERIZON COMMUNICATIONS INC.
Date: May 16, 2003 By: /s/ Marianne Drost
------------ ----------------------------------
Name: Marianne Drost
Title: Senior Vice President, Deputy
General Counsel and
Corporate Secretary
Schedule I
Bell Atlantic Mobile, Inc.
Executive Officers and Directors
Name and Address Position and Principal Occupation
---------------- ---------------------------------
Lawrence T. Babbio, Jr. Director and Chairman, President and Chief Executive Officer of
Verizon Communications Inc. Bell Atlantic Mobile, Inc.
1095 Avenue of the Americas Vice Chairman and President of Verizon Communications Inc.
New York, New York 10036
Janet M. Garrity Assistant Treasurer of Bell Atlantic Mobile, Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Stephen B. Heimann Director and Vice President and Assistant Secretary of
Verizon Communications Inc. Bell Atlantic Mobile, Inc.
1095 Avenue of the Americas
New York, New York 10036
Paul N. Kelly Vice President - Taxes of Bell Atlantic Mobile, Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Dermott O. Murphy Director and Vice President and Chief Financial Officer of Bell
Verizon Communications Inc. Atlantic Mobile, Inc.
1095 Avenue of the Americas
New York, New York 10036
Gary C. Ridge Vice President, Secretary and Treasurer of Bell Atlantic Mobile,
Verizon Communications Inc. Inc.
1095 Avenue of the Americas
New York, New York 10036
* All of the above listed directors and officers are citizens of the United
States.
Schedule II
Verizon Communications Inc.
Executive Officers and Directors
Name and Address Position and Principal Occupation
---------------- ---------------------------------
James R. Barker Director of Verizon Communications Inc.
Verizon Communications Inc. Chairman of Interlake Steamship Co. and Vice Chairman of Mormac
1095 Avenue of the Americas Marine Group, Inc. and Moran Towing Corporation
New York, New York 10036
Richard L. Carrion Director of Verizon Communications Inc.
Verizon Communications Inc. Chairman, President and Chief Executive Officer of
1095 Avenue of the Americas Banco Popular de Puerto Rico and Popular, Inc.
New York, New York 10036
Charles R. Lee Chairman of the Board of Verizon Communications Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Sandra O. Moose Director of Verizon Communications Inc.
Verizon Communications Inc. Senior Vice President and Director of The Boston Consulting Group,
1095 Avenue of the Americas Inc.
New York, New York 10036
Joseph Neubauer Director of Verizon Communications Inc.
Verizon Communications Inc. Chairman and Chief Executive Officer of
1095 Avenue of the Americas ARAMARK Corporation
New York, New York 10036
Thomas H. O'Brien Director of Verizon Communications Inc.
Verizon Communications Inc. Retired Chairman and Chief Executive Officer, The PNC Financial
1095 Avenue of the Americas Services Group, Inc.
New York, New York 10036
Russell E. Palmer Director of Verizon Communications Inc.
Verizon Communications Inc. Chairman and Chief Executive Officer, The Palmer Group
1095 Avenue of the Americas
New York, New York 10036
Hugh B. Price Director of Verizon Communications Inc.
Verizon Communications Inc. Retired President and Chief Executive Officer of the
1095 Avenue of the Americas National Urban League
New York, New York 10036
Ivan G. Seidenberg Director of Verizon Communications Inc.
Verizon Communications Inc. President and Chief Executive Officer of
1095 Avenue of the Americas Verizon Communications Inc.
New York, New York 10036
Walter V. Shipley Director of Verizon Communications Inc.
Verizon Communications Inc. Retired Chairman, The Chase Manhattan Corporation
1095 Avenue of the Americas
New York, New York 10036
John R. Stafford Director of Verizon Communications Inc.
Verizon Communications Inc. Consultant; Retired Chairman of the Board and Chief Executive
1095 Avenue of the Americas Officer, Wyett
New York, New York 10036
Robert D. Storey Director of Verizon Communications Inc.
Verizon Communications Inc. Partner, Law firm of Thompson Hine LLP
1095 Avenue of the Americas
New York, New York 10036
Lawrence T. Babbio, Jr. Vice Chairman and President of Verizon Communications Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Mary Beth Bardin Executive Vice President - Public Affairs and Communications of
Verizon Communications Inc. Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
William P. Barr Executive Vice President and General Counsel of Verizon
Verizon Communications Inc. Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
David H. Benson Executive Vice President - Strategy, Development and Planning of
Verizon Communications Inc. Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
William F. Heitmann Senior Vice President and Treasurer of Verizon Communications Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
John F. Killian Senior Vice President and Controller of Verizon Communications Inc.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Ezra D. Singer Executive Vice President - Human Resources of Verizon
Verizon Communications Inc. Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Dennis F. Strigl Executive Vice President and President and CEO-Verizon Wireless
Verizon Communications Inc. Joint Venture of Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Doreen A. Toben Executive Vice President and Chief Financial Officer of Verizon
Verizon Communications Inc. Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
* All of the above listed directors and officers are citizens of the United
States.