UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
228227-10-4
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(CUSIP Number)
Joseph B. Wollard, Esq.
Citigroup Inc.
425 Park Avenue, 3rd Floor
New York, NY 10043
(212) 559-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 19, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 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 ss.240.13d-7 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).
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers International Limited ("SBIL")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO, BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers Europe Limited ("SBEL")
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon International LLC ("SI")
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Brothers Holding Company Inc ("SBHC")
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
171,979
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
171,979
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,979
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents 494 shares directly beneficially owned by SBHC and 171,485 shares
directly beneficially owned by subsidiaries of SBHC (including securities
convertible into Common Stock).
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Salomon Smith Barney Holdings Inc. ("SSBH")
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
370,178
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
370,178
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
370,178
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares directly beneficially owned by SBHC and other subsidiaries
of SSBH (including securities convertible into Common Stock).
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CUSIP No. 228227-10-4 SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc. ("Citigroup")
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 0
EACH REPORTING PERSON
WITH 8 SHARED VOTING POWER
520,252
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
520,252
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,252
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Represents shares directly beneficially owned by SBHC and other subsidiaries
of Citigroup (including securities convertible into Common Stock).
SCHEDULE 13D
This Amendment No. 2 amends the Schedule 13D filed on July 17, 2000, as
amended by Amendment No. 1 thereto filed on January 23, 2001 (as so
amended, the "Original Schedule"), on behalf of Salomon Brothers
International Limited, an English corporation ("SBIL"), Salomon Brothers
Europe Limited, an English corporation ("SBEL"), Salomon International
LLC, a Delaware limited liability company ("SI"), Salomon Brothers Holding
Company Inc, a Delaware corporation ("SBHC"), Salomon Smith Barney
Holdings Inc., a New York corporation ("SSBH"), and Citigroup Inc., a
Delaware corporation ("Citigroup") (each, a "Reporting Person" and
collectively, the "Reporting Persons") relating to the Common Stock, par
value $0.01 per share (the "Common Stock"), of Crown Castle International
Corp. (the "Company"). Information contained in the Original Schedule
remains in effect except to the extent it is superseded by the information
contained herein. Information given in response to each item shall be
deemed incorporated by reference in all other items. Capitalized terms
used but not defined herein have the meanings ascribed to them in the
Original Schedule.
Item 4. Purpose of Transaction.
----------------------
Item 4 is amended and supplemented as follows:
SBIL sold Covered Shares as described in Item 5(c).
Item 5. Interest in Securities of the Company.
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Clauses (a), (b), (c) and (e) of this Item are amended and supplemented as
follows:
(a-b) The percentages calculated in this Item 5 are based upon 212,039,809
shares of Common Stock outstanding on July 26, 2002 (including 151,230
shares that may be issued upon exercise of convertible securities).
SBIL
----
As of 4:00 p.m., New York time, on July 26, 2002, SBIL directly
beneficially owned no shares of the Company's Common Stock. The following
information is being provided as of such time with respect to SBIL's
beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 0
SBEL
----
SBEL is the parent company of SBIL. The following information is being
provided as of 4:00 p.m., New York time, on July 26, 2002 with respect to
SBEL's beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 0
SI
--
SI is the parent company of SBEL. The following information is being
provided as of 4:00 p.m., New York time, on July 26, 2002 with respect to
SI's beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 0
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 0
SBHC
----
SBHC is the parent company of SI. The following information is being
provided as of 4:00 p.m., New York time, on July 26, 2002 with respect to
SBHC's beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 171,979
(b) Percent of Class: 0.08%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 171,979
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 171,979
The shares beneficially owned by SBHC reflect 494 shares directly
beneficially owned by SBHC as well as 171,485 shares directly beneficially
owned by certain subsidiaries of SBHC (including securities convertible
into Common Stock).
SSBH
----
SSBH is the parent company of SBHC. The following information is being
provided as of 4:00 p.m., New York time, on July 26, 2002 with respect to
SSBH's beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 370,178
(b) Percent of Class: 0.17%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 370,178
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 370,178
The shares beneficially owned by SSBH reflect shares directly beneficially
owned by SBHC and certain other subsidiaries of SSBH (including securities
convertible into Common Stock).
Citigroup
---------
Citigroup is the parent company of SSBH. The following information is
being provided as of 4:00 p.m., New York time on July 26, 2002 with
respect to Citigroup's beneficial ownership of the Company's Common Stock.
(a) Amount Beneficially Owned: 520,252
(b) Percent of Class: 0.25%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or direct the vote 520,252
(iii) sole power to dispose or to direct the
disposition of 0
(iv) shared power to dispose or to direct the
disposition of 520,252
The shares beneficially owned by Citigroup reflect shares directly
beneficially owned by SBHC and certain other subsidiaries of Citigroup
(including securities convertible into Common Stock).
SBIL sold Covered Shares as described in subsection (c).
(c) During the period which commenced sixty (60) days prior to, and ends
on the date of, the filing of this amendment, SBIL effected the following
sales of Covered Shares:
Number of Average Price Where and How
Date Shares per Share Sale Effected
---- ------ --------- -------------
07/17/2002 509,600 $3.5612 Transactions in the ordinary course
conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/18/2002 148,500 $3.5033 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/19/2002 1,906,500 $3.0295 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/22/2002 1,075,200 $3.0153 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/23/2002 200,600 $3.0065 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/24/2002 2,715,800 $2.5394 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
Transactions in the ordinary course
07/25/2002 1,640,700 $2.4554 conducted on the New York Stock Exchange
and the Chicago Stock Exchange.
07/26/2002 9,516,600 $2.1500 Privately negotiated off-exchange
transactions (including 8,500,000 shares
sold to the Company).
To the best knowledge of the Reporting Persons, and except as described
above, none of the Reporting Persons or, to the best knowledge of such persons,
any person named in Exhibit A or Exhibit B of the Original Schedule, has
effected any transactions in the Company's Common Stock during the period which
commenced sixty (60) days prior to, and ends on the date of, the filing of this
amendment. This amendment excludes transactions that may have been effected by
certain subsidiaries of Citigroup for managed accounts with funds provided by
third party customers.
(e) As of July 25, 2002, the Reporting Persons ceased to be the beneficial
owners of more than 5% of the Company's Common Stock.
Item 7. Material to be filed as Exhibits.
--------------------------------
Item 7 is amended and supplemented to include the following additional
exhibits:
Exhibit Description
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N Consent to Joint Filing of Schedule 13D pursuant to
Rule 13d-1(k)
Signatures
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 2, 2002
Salomon Brothers International Limited
By: /s/ Andrew Crane
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Name: Andrew Crane
Title: Managing Director
Salomon Brothers Europe Limited
By: /s/ Will Samuel
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Name: Will Samuel
Title: Chief Executive
Salomon International LLC
By: /s/ Will Samuel
----------------------------------
Name: Will Samuel
Title: Chief Executive
Salomon Brothers Holding Company Inc
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
Salomon Smith Barney Holdings Inc.
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
Citigroup Inc.
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
EXHIBIT N
Consent to Joint Filing of Schedule 13D
Pursuant to Rule 13d-1(k)(1)(iii) of the Rules and Regulations of the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, the undersigned agree that the attached Schedule 13D is,
and any future amendments thereto may be, filed on behalf of each of us.
Dated: August 2, 2002
Salomon Brothers International Limited
By: /s/ Andrew Crane
----------------------------------
Name: Andrew Crane
Title: Managing Director
Salomon Brothers Europe Limited
By: /s/ Will Samuel
----------------------------------
Name: Will Samuel
Title: Chief Executive
Salomon International LLC
By: /s/ Will Samuel
----------------------------------
Name: Will Samuel
Title: Chief Executive
Salomon Brothers Holding Company Inc
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
Salomon Smith Barney Holdings Inc.
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
Citigroup Inc.
By: /s/ Joseph B. Wollard
----------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary