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CUSIP NO. 228227104 13D PAGE 1 OF 18
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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)
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
212-395-1783
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 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.
---------------
*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. 228227104 13D PAGE 2 OF 18
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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
0 shares
--------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES 10,697,783 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 0 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,697,783 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,697,783
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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)
4.91%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 228227104 13D PAGE 3 OF 18
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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) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 shares
--------------------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES 10,697,783 shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 0 shares
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,697,783 shares
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,697,783 shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.91%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
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CUSIP NO. 228227104 13D PAGE 4 OF 18
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The following information supplements and amends the information contained in
the Schedule 13D (the "Original 13D") 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"), as amended by Amendment No. 1 thereto, 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"). Unless
otherwise stated herein, the Original 13D as amended by Amendment No. 1 thereto
remains in full force and effect. Terms used herein and not defined herein shall
have the meanings ascribed thereto in the Original 13D as amended by Amendment
No.1 thereto.
ITEM 1. SECURITY AND ISSUER.
No changes.
ITEM 2. IDENTITY AND BACKGROUND.
No changes.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No changes.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by replacing the second paragraph of Item 4
with the following:
On June 24, 2003, BAM Inc. and SPO Partners II, L.P., a Delaware
limited partnership ("SPO Partners") entered into a Securities Purchase
Agreement and related side letter pursuant to which SPO Partners agreed to
purchase from BAM Inc. 4,900,000 of the Contributed Shares. Such sale was
consummated on June 25, 2003. Pursuant to such Securities Purchase Agreement,
SPO Partners has agreed that it will not sell or otherwise dispose of any or all
of the shares of Common Stock of the Corporation purchased thereunder prior to
either (i) the date that BAM Inc. sells all of the shares of Common Stock of the
Corporation owned by it and included in a registration statement to be filed by
the Corporation with the Securities and Exchange Commission in the future, or
(ii) December 1, 2003, whichever is earlier.
Except as provided in this Item 4, 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, including 4,900,000 of the Contributed
Shares that were sold to SPO Partners. Further, BAM Inc. and Verizon intend,
from time to time, to consider, engage in discussions regarding or consummate,
in one, or a series of, public or private sales transactions, the sale or other
disposition of all or a portion of the Contributed Shares then owned by BAM Inc.
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CUSIP NO. 228227104 13D PAGE 5 OF 18
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ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
The disclosure previously contained in Item 5 is replaced with the following:
BAM Inc. is the beneficial owner of 10,697,783 shares of Common Stock
of the Corporation. BAM Inc. has, together with Verizon, shared voting power
with respect to 10,697,783 shares of Common Stock, which constitutes
approximately 4.91% 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 10,697,783 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.
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 Securities Purchase Agreement and related side
letter is incorporated into this Item 6 from the penultimate paragraph of Item
4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following is added to the end of Item 7:
Exhibit 6. Securities Purchase Agreement dated as of June 24, 2003 by and
between BAM, Inc. and SPO Partners
Exhibit 7. Side Letter dated June 24, 2003 with respect to the Securities
Purchase Agreement included as Exhibit 6 above
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CUSIP NO. 228227104 13D PAGE 6 OF 18
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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: June 25, 2003 By: /s/Stephen B. Heimann
------------------------------------
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: June 25, 2003 By: /s/Marianne Drost
-------------------------------------
Name: Marianne Drost
Title: Senior Vice President, Deputy
General Counsel and Corporate
Secretary
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CUSIP NO. 228227104 13D PAGE 7 OF 18
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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
Verizon Communications Inc. Officer of Bell Atlantic Mobile, Inc.
1095 Avenue of the Americas Vice Chairman and President of Verizon Communications
New York, New York 10036 Inc.
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
Verizon Communications Inc. Bell Atlantic Mobile, Inc.
1095 Avenue of the Americas
New York, New York 10036
Gary C. Ridge Vice President, Secretary and Treasurer of Bell Atlantic
Verizon Communications Inc. Mobile, 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.
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CUSIP NO. 228227104 13D PAGE 8 OF 18
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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
1095 Avenue of the Americas Mormac 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
1095 Avenue of the Americas Consulting Group, 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
1095 Avenue of the Americas Financial 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
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CUSIP NO. 228227104 13D PAGE 9 OF 18
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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. Retired Chairman of the Board, Wyeth
1095 Avenue of the Americas
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
Verizon Communications Inc. Inc.
1095 Avenue of the Americas
New York, New York 10036
Mary Beth Bardin Executive Vice President - Public Affairs and
Verizon Communications Inc. Communications of 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 Senior Vice President and Controller of Verizon
Verizon Communications Inc. Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
John W. Diercksen Senior Vice President--Strategy, Development and
Verizon Communications Inc. Planning of Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
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CUSIP NO. 228227104 13D PAGE 10 OF 18
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William F. Heitmann Senior Vice President and Treasurer of Verizon
Verizon Communications Inc. 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
Verizon Communications Inc. Wireless 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 Communications Inc. Verizon 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.
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CUSIP NO. 228227104 13D PAGE 11 OF 18
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Exhibit 6
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), is made and
entered into as of June 24, 2003, by and between Bell Atlantic Mobile, Inc., a
Delaware corporation ("Seller"), and SPO Partners II, L.P., a Delaware limited
partnership ("Purchaser").
WHEREAS, Seller is the legal and beneficial owner of 15,597,783 shares
of common stock, par value $0.01 per share (the "Common Stock"), of Crown Castle
International Corp., a Delaware corporation (the "Company"); and
WHEREAS, Seller desires to sell 4,900,000 shares of the Common Stock
held by it (the "Purchased Shares"), and Purchaser desires to purchase the
Purchased Shares for the amount set forth below;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein the parties hereto agree as follows:
1. PURCHASE AND SALE OF THE PURCHASED SHARES. Subject to the terms and
conditions of this Agreement, Seller hereby agrees to sell to Purchaser and
Purchaser hereby agrees to purchase the Purchased Shares, at a price equal to
$7.40 per share on June 25, 2003 (the "Closing Date"). The closing shall take
place at Verizon Communications Inc., 1095 Avenue of the Americas, New York, New
York 10036, or at such other location as shall be mutually agreed to by the
parties hereto.
2. CLOSING AND DELIVERY OF THE PURCHASED SHARES. On the Closing Date,
subject to the terms and conditions of this Agreement, each of the following
shall occur:
a) Seller shall (i) cause to be delivered to Purchaser a certificate
or certificates for the Purchased Shares, and shall cause to be
delivered any documentation required for transfer in form
acceptable to the Company and to the transfer agent for the Common
Stock and (ii) assign and transfer to Purchaser all of Seller's
rights related to the Purchased Shares under, and in accordance
with the terms of, Exhibit 9.8 to the Formation Agreement dated
December 8, 1998, relating to the formation of Crown Atlantic
Company LLC, Crown Atlantic Holding Sub LLC and Crown Atlantic
Holding Company LLC (the "Rights Exhibit"), as amended by the
letter agreement dated May 1, 2003 among Seller, Crown Atlantic
Holding Company LLC, CCA Investment Corp. and the Company (the
"Letter Agreement," the Rights Exhibit, as amended by the Letter
Agreement, being referred to herein as the "Rights Agreement"), in
connection with the sale and transfer of the Purchased Shares (the
"Registration Rights") and shall deliver to Purchaser and the
Company any documentation necessary to effect such transfer.
Delivery of the Purchased Shares shall be made in accordance with
the instructions of Purchaser and affixed with such stock powers
as Purchaser shall instruct,
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CUSIP NO. 228227104 13D PAGE 12 OF 18
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subject to customary settlement procedures. Seller further
covenants that it shall at any time, and from time to time after
the date hereof, execute, acknowledge and deliver all further
assignments, transfers, and any other such instruments of
conveyance, upon the reasonable request of Purchaser, to confirm
the sale of the Purchased Shares and the assignment of the
Registration Rights hereunder.
b) Purchaser shall make payment of the aggregate purchase price for
the Purchased Shares by wire transfer of immediately available
funds to Seller in the amount of $36,260,000.00, pursuant to
Seller's wire instructions as set forth below. Such payment shall
be made against delivery of the Purchased Shares from Seller to
Purchaser. All amounts shall be wired to Seller at the following
account:
Bank: Mellon Bank West, 3 Mellon Bank Center,
Pittsburgh, PA 15259
ABA Number: 043000261
Account Name: Verizon Global Funding Corp.
Account Number: 199-2890
For Further Credit to: Bell Atlantic Mobile, Inc.
3. REPRESENTATIONS OF SELLER. Seller represents and warrants to Purchaser
that:
a) Seller is the owner of record and beneficially owns and has the
unrestricted right to transfer the Purchased Shares, free and
clear of all liens, claims, charges, encumbrances and restrictions
on transfer (other than as such right may be restricted by laws of
general application, including the Securities Act of 1933, as
amended (the "Act")).
b) Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and Seller
has full right, power and authority to enter into this Agreement
and to transfer the Purchased Shares and perform its obligations
hereunder in accordance with the terms of this Agreement and has
taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement.
c) This Agreement has been duly authorized, executed and delivered by
Seller and constitutes a legal, valid and binding obligation of
Seller, enforceable in accordance with its terms (subject, as to
enforceability, to applicable bankruptcy, insolvency,
reorganization or other similar laws and to general principles of
equity).
d) Seller's execution, delivery and performance of this Agreement do
not violate or conflict with its certificate of incorporation or
bylaws, any resolutions or directives of the board of directors of
Seller, any law, rule or regulation applicable to Seller or its
assets or properties, or any order or judgment of any
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CUSIP NO. 228227104 13D PAGE 13 OF 18
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court or other agency of government applicable to or affecting
Seller or its assets or properties.
e) All of Seller's rights related to the Purchased Shares under the
Rights Agreement are assignable to Purchaser. The Purchased Shares
constitute "Registrable Securities" for purposes of the Rights
Agreement. On the Closing Date, Seller agrees to assign and
transfer all of its rights related to the Purchased Shares under
the Rights Agreement to Purchaser, which rights shall thereafter
inure to the benefit of Purchaser in accordance with the
provisions of paragraph 4 of the Letter Agreement.
f) No consent, approval, authorization or order of, or filing or
registration with, any court, regulatory authority or other
governmental agency or body or third party is required in
connection with the transactions contemplated herein.
g) Seller has not assigned or transferred any interest in any of the
Purchased Shares, or entered into any agreement with the Company
the effect of which is to modify the rights of the holder of the
Purchased Shares as set forth herein.
h) Seller acknowledges and represents that it has made its own
investigation into the merits and risks of entering into the
transaction contemplated by this Agreement, and that it has the
capacity and financial expertise to evaluate the same; and that it
has adequate information concerning the business and financial
condition of the Company to make an informed decision regarding
the sale of the Purchased Shares and has not relied on any
representations or warranties of Purchaser or its agents or
affiliates (whether oral or written) other than the
representations and warranties of Purchaser expressly provided
herein.
i) Seller is not an "affiliate" of the Company, as such term is
defined in Rule 144(a)(l) promulgated under the Act, nor is Seller
selling the Purchased Shares on behalf of the Company or any
affiliate thereof.
j) Seller is not currently acting as an agent of the Company, or as
an underwriter or a dealer with respect to (or, participating in a
distribution of) any securities of the Company.
k) Seller is not prompted to sell the Purchased Shares by any
material, non-public information concerning the Company.
l) Neither Seller, nor any person acting on its behalf, has made or
will make, directly or indirectly, any offers or sales with
respect to any of the Purchased Shares by any form of general
solicitation or general advertising (within the meaning of
Regulation D under the Act).
m) Neither Seller, nor any person acting on its behalf, has made or
will make, directly or indirectly, offers or sales of any
security, or has solicited or will solicit offers to buy any
security, under circumstances that would require the
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CUSIP NO. 228227104 13D PAGE 14 OF 18
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registration of the sale of the Purchased Shares from Seller to
Purchaser under the Act.
4. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants to
Seller that:
a) Purchaser is a limited partnership duly organized, validly
existing and in good standing under the laws of Delaware and it
has full right, power and authority to enter into this Agreement
and to perform its obligations hereunder in accordance with the
terms of this Agreement and has taken all necessary action to
authorize the execution, delivery and performance of this
Agreement.
b) This Agreement has been duly authorized, executed and delivered by
it and constitutes a legal, valid and binding obligation of it,
enforceable in accordance with its terms (subject, as to
enforceability, to applicable bankruptcy, insolvency,
reorganization or other similar laws and to general principles of
equity).
c) Purchaser is acquiring the Purchased Shares to be acquired by it
hereunder for its own account for investment purposes, and
Purchaser will resell such Purchased Shares only in transactions
which would be permissible under the securities laws of the United
States of America or any state thereof.
d) Purchaser is an "accredited investor" as such term is defined in
Rule 501(a) promulgated under the Act.
e) Purchaser represents that in the normal course of its business, it
invests in or purchases securities similar to the Purchased Shares
and that it has sufficient knowledge and experience in financial
and business matters that it is capable of evaluating the merits
and risks of purchasing the Purchased Shares.
f) Purchaser is aware that it may be required to bear the economic
risk of an investment in the Purchased Shares for an indefinite
period of time and it is able to bear the risk for an indefinite
period.
g) Purchaser is aware that, until the Company is reasonably satisfied
in accordance with industry practice that such legend is not
required, a legend similar to the following may appear on the
certificates representing the Purchased Shares: "These securities
have not been registered under the Securities Act of 1933 and may
be re-offered and sold only if so registered or if any exemption
from registration is available."
h) Purchaser acknowledges and represents that it has made its own
investigation into the merits and risks of entering into the
transaction contemplated by this agreement and that it has the
capacity and financial experience to evaluate the same. Purchaser
has not relied on any statement, document or other information
provided by or on behalf of Seller regarding the business,
properties, prospects and financial condition of the Company.
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CUSIP NO. 228227104 13D PAGE 15 OF 18
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i) Purchaser believes it has received all the information it
considers necessary or appropriate for deciding whether to acquire
the Purchased Shares and has had an opportunity to secure all such
information as it deems necessary regarding the business,
properties, prospects and financial condition of the Company.
j) Purchaser understands that the offer and the sale of the Purchased
Shares are not being registered under the Act.
5. REGISTRATION OF SHARES; LIMITATION ON RESALE. Seller hereby agrees to
instruct the Company to include Purchaser as a selling stockholder in the
Designated Registration Statement (as defined in the Rights Agreement) and to
include the Purchased Shares in the Designated Registration Statement to
register all such shares for sale in one or more public, private, negotiated and
other transactions from time to time; provided that Purchaser hereby agrees that
it shall not sell or otherwise dispose of any or all of the Purchased Shares
prior to either (i) the date that Seller sells all of the shares of Common Stock
owned by Seller and included for registration in the Designated Registration
Statement ("Seller's Registered Shares") or (ii) December 1, 2003, whichever is
earlier. Seller hereby agrees to advise Purchaser as to the date it expects to
complete its sales of the Seller's Registered Shares and shall notify Purchaser
that all Seller's Registrable Shares have been sold within one business day of
the closing of such sale or sales.
6. LAW GOVERNING. This Agreement shall be governed by and constructed in
accordance with the laws of the State of New York without reference to choice of
law doctrine.
7. PARTIES IN INTEREST. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors, and assigns of the parties
hereto.
8. MISCELLANEOUS. This Agreement may be executed concurrently in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Each counterpart may be
delivered by facsimile transmission, which transmission shall be deemed delivery
of an originally executed document. The headings of the Sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof. This Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supersedes all the previous agreements,
promise or representations, whether written or oral, between the parties.
9. FEES AND EXPENSES. Each of the Purchaser and Seller agrees to pay its
own expenses and disbursements incident to the performance of its obligations
hereunder.
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CUSIP NO. 228227104 13D PAGE 16 OF 18
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SELLER:
BELL ATLANTIC MOBILE, INC.
By: /s/ Gary C. Ridge
---------------------------------
Name: Gary C. Ridge
Title: Vice President, Secretary
and Treasurer
PURCHASER:
SPO PARTNERS II, L.P.
By: SPO Advisory Partners, L.P., its
general partner
By: SPO Advisory Corp., its general
partner
By: /s/ William E. Oberndorf
--------------------------------
Name: William E. Oberndorf
Title: Vice - President
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CUSIP NO. 228227104 13D PAGE 17 OF 18
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Exhibit 7
June 24, 2003
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, Texas 77057
Ladies and Gentlemen:
Reference is hereby made to the Securities Purchase Agreement,
dated as of the date hereof (the "Purchase Agreement"), by and between Bell
Atlantic Mobile, Inc., a Delaware corporation ("Seller"), and SPO Partners II,
L.P., a Delaware limited partnership ("Purchaser"). Pursuant to, and in
accordance with the terms of, the Purchase Agreement, Purchase has sold to
Purchaser, and Purchaser has purchased from Seller, 4,900,000 shares of common
stock, par value $0.01 per share, of Crown Castle International Corp. (the
"Purchased Shares"). In connection with the sale and purchase of the Purchased
Shares, Seller has assigned and transferred to Purchaser, all of Seller's rights
related to the Purchased Shares under Exhibit 9.8 to the Formation Agreement
dated December 8, 1998, relating to the formation of Crown Atlantic Company LLC,
Crown Atlantic Holding Sub LLC and Crown Atlantic Holding Company LLC (the
"Rights Exhibit"), as amended by the letter agreement dated May 1, 2003 among
Seller, Crown Atlantic Holding Company LLC, CCA Investment Corp. and the Company
(the "Letter Agreement") (the Rights Exhibit, as amended by the Letter
Agreement, being referred to herein as the "Rights Agreement").
By execution of the acknowledgment below, the Company
acknowledges and agrees that the Purchased Shares are "Registrable Shares" for
purposes of the Rights Agreement and, as a result of the sale and purchase of
the Purchased Shares, the rights of Seller under the Rights Agreement shall
inure to the benefit of Purchaser in accordance with the provisions of paragraph
4 of the Letter Agreement. In addition, the Company acknowledges that the sales
limitations applicable to Seller under paragraph 10 of the Letter Agreement
shall not apply to sales by Purchaser and that the Company will use its best
efforts to cause the Designated Registration Statement (as defined in the Letter
Agreement) to become and remain effective until all Registrable Shares included
in such registration statement have been sold or until such Registrable Shares
are eligible for disposition pursuant to Rule 144 of the Securities Act, as
amended (so long as all of the Registrable Shares held by each holder included
in such registration statement may be sold during one calendar quarter pursuant
to such Rule 144).
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CUSIP NO. 228227104 13D PAGE 18 OF 18
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Yours truly,
BELL ATLANTIC MOBILE, INC.
By: /s/ GARY C. Ridge
-----------------------------------
Name: Gary C. Ridge
Title: Vice President, Secretary
and Treasurer
SPO PARTNERS II, L.P.
By: SPO Advisory Partners, L.P., its
general partner
By: SPO Advisory Corp., its general
partner
By: /s/ William E. Oberndorf
-----------------------------------
Name: William E. Oberndorf
Title: Vice - President
Agreed and Accepted by:
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ W. Benjamin Moreland
-----------------------------------
Name: W. Benjamin Moreland
Title: Senior Vice President,
Chief Financial Officer
and Treasurer