Edgar Filing: CROWN CASTLE INTERNATIONAL CORP

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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. )*

Crown Castle International Corp.
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(Name of Issuer)

Common Stock, $.01 par value
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(Title of Class of Securities)

228227104
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(CUSIP Number)

SPO Partners & Co.
591 Redwood Highway, Suite 3215
Mill Valley, California 94941
(415) 383-6600

with a copy to:

Phillip Gordon
Altheimer & Gray
10 South Wacker Drive
Chicago, Illinois 60606
(312) 715-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 24, 2002
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]

Check the following box if a fee is being paid with the statement. [_]

*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 Page 2 of 31
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1. Name of Reporting Person:

SPO Partners II, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

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4. Source of Funds: WC

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5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
[_]
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6. Citizenship or Place of Organization: Delaware

-----------------------------------------------------------
7. Sole Voting Power: 5,123,563 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 5,123,563 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,123,563 (1)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.3%

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14. Type of Reporting Person: PN

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(1) Power is exercised through its sole general partner, SPO Advisory
Partners, L.P.

CUSIP NO. 228227104 Page 3 of 31
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1. Name of Reporting Person:

SPO Advisory Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

-----------------------------------------------------------
7. Sole Voting Power: 5,123,563 (1)(2)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 5,123,563 (1)(2)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,123,563 (1)(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.3%

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14. Type of Reporting Person: PN

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(1) Solely in its capacity as the sole general partner of SPO Partners II,
L.P.
(2) Power is exercised through its corporate general partner, SPO Advisory
Corp.

CUSIP NO. 228227104 Page 4 of 31
--------------------------------------------------------------------------------
1. Name of Reporting Person:

San Francisco Partners II, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

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4. Source of Funds: WC

-----------------------------------------------------------
7. Sole Voting Power: 882,700 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 882,700 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

882,700 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.4%

--------------------------------------------------------------------------------
14. Type of Reporting Person: PN

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(1) Power is exercised through its sole general partner, SF Advisory
Partners, L.P.

CUSIP NO. 228227104 Page 5 of 31
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1. Name of Reporting Person:

SF Advisory Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

-----------------------------------------------------------
7. Sole Voting Power: 882,700 (1)(2)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 882,700 (1)(2)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

882,700 (1)(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.4%

--------------------------------------------------------------------------------
14. Type of Reporting Person: PN

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(1) Solely in its capacity as the sole general partner of San Francisco
Partners II, L.P.
(2) Power is exercised through its corporate general partner, SPO Advisory
Corp.

CUSIP NO. 228227104 Page 6 of 31
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1. Name of Reporting Person:

SPO Advisory Corp.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: Not Applicable

-----------------------------------------------------------
7. Sole Voting Power: -0-

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: 6,006,263 (1)(2)
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: -0-
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: 6,006,263 (1)(2)

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

6,006,263 (1)(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.7%

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14. Type of Reporting Person: CO

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(1) Solely in its capacity as the general partner of SPO Advisory Partners,
L.P. with respect to 5,123,563 of such shares; and solely in its capacity
as the general partner of SF Advisory Partners, L.P. with respect to
882,700 of such shares.
(2) Power is exercised through its three controlling persons, John H. Scully,
William E. Oberndorf and William J. Patterson.

CUSIP NO. 228227104 Page 7 of 31
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1. Name of Reporting Person:

Cranberry Lake Partners, L.P.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

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4. Source of Funds: WC

--------------------------------------------------------------
7. Sole Voting Power: 339,800 (1)

Number of --------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By --------------------------------------------------------------
Each 9. Sole Dispositive Power: 339,800 (1)
Reporting
Person --------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

339,800 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.2%

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14. Type of Reporting Person: PN

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(1) Power is exercised through its sole general partner, the John and Irene
Scully Trust, dated May 30, 1994, for which John H. Scully and Irene S.
Scully are the trustees.

CUSIP NO. 228227104 Page 8 of 31
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1. Name of Reporting Person:

D. L. & W., Inc. Profit Sharing Retirement Plan
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: WC

-----------------------------------------------------------------
7. Sole Voting Power: 582,900 (1)

Number of -----------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------------
Each 9. Sole Dispositive Power: 582,900 (1)
Reporting
Person -----------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

582,900 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.3%

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14. Type of Reporting Person: CO

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(1) Power is exercised through its sole trustee, John H. Scully.

CUSIP NO. 228227104 Page 9 of 31
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1. Name of Reporting Person:

Phoebe Snow Foundation, Inc.
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: WC

----------------------------------------------------------------
7. Sole Voting Power: 2,524,200 (1)

Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By ----------------------------------------------------------------
Each 9. Sole Dispositive Power: 2,524,200 (1)
Reporting
Person ----------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

2,524,200 (1)
--------------------------------------------------------------------------------

12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 1.1%

--------------------------------------------------------------------------------
14. Type of Reporting Person: CO

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(1) Power is exercised through its controlling person and sole director and
executive officer, John H. Scully.

CUSIP NO. 228227104 Page 10 of 31
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1. Name of Reporting Person:

John H. Scully
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF and Not Applicable

-----------------------------------------------------------
7. Sole Voting Power: 663,100 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: 9,453,163 (2)
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 663,100 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: 9,453,163 (2)

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

10,116,263 (1)(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 4.6%

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14. Type of Reporting Person: IN

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(1) 700 shares held in John H. Scully Individual Retirement Account, a
self-directed individual retirement account and 662,400 shares held in the
John and Irene Scully Living Trust.

(2) Of these, 6,006,263 shares are beneficially owned solely in his capacity as
one of three controlling persons of SPO Advisory Corp., 339,800 shares are
benefically owned solely in his capacity as trustee for the general partner
of Cranberry Lake Partners, L.P., 582,900 shares are beneficially owned
solely in his capacity as controlling person of D. L. & W., Inc. Profit
Sharing Retirement Plan, and 2,524,200 shares are benefically owned solely
in his capacity as controlling person of Phoebe Snow Foundation, Inc.

CUSIP NO. 228227104 Page 11 of 31
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1. Name of Reporting Person:

Oberndorf Foundation
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2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: WC

-----------------------------------------------------------
7. Sole Voting Power: 400,000 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 400,000 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

400,000 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 0.2%

--------------------------------------------------------------------------------
14. Type of Reporting Person: CO

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(1) Power is exercised through its two directors: William E. Oberndorf and
Susan C. Oberndorf.

CUSIP NO. 228227104 Page 12 of 31
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1. Name of Reporting Person:

William E. Oberndorf
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF and Not Applicable

-----------------------------------------------------------
7. Sole Voting Power: 1,425,000 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: 6,481,263 (2)
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 1,425,000 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: 6,481,263 (2)

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

7,906,263 (1)(2)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 3.6%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

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(1) 1,025,000 shares held in William E. Oberndorf's Individual Retirement
Accounts, which are self-directed, 350,000 shares are beneficially owned
solely in his capacity as sole general partner of Oberndorf Family
Partners, a family partnership, and 50,000 shares are owned by his children
who share his household.

(2) Of these 6,006,263 shares are beneficially owned solely in his capacity as
one of three controlling persons of SPO Advisory Corp., 75,000 shares are
held in a trust for the benefit of himself and his wife, Susan C.
Oberndorf, for which he serves as trustee, and 400,000 shares are
beneficially owned solely in his capacity as a controlling person of
Oberndorf Foundation, a family foundation.

CUSIP NO. 228227104 Page 13 of 31
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1. Name of Reporting Person:

William J. Patterson
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

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4. Source of Funds: PF and Not Applicable

-------------------------------------------------------------
7. Sole Voting Power: 15,000

Number of -------------------------------------------------------------
Shares 8. Shared Voting Power: 6,006,263 (1)
Beneficially
Owned By -------------------------------------------------------------
Each 9. Sole Dispositive Power: 15,000
Reporting
Person -------------------------------------------------------------
With 10. Shared Dispositive Power: 6,006,263 (1)

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

6,021,263 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 2.7%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

--------------------------------------------------------------------------------

(1) These 6,006,263 shares are beneficially owned solely in his capacity as
one of three controlling persons of SPO Advisory Corp.

CUSIP NO. 228227104 Page 14 of 31
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1. Name of Reporting Person:

David M. Kashen

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2. Check the Appropriate Box if a Member of a Group:

(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF

--------------------------------------------------------------------------------
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):

[_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: USA

--------------------------------------------------------------
7. Sole Voting Power: 5,700

Number of --------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By --------------------------------------------------------------
Each 9. Sole Dispositive Power: 5,700
Reporting
Person --------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,700
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): * 0.1%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

--------------------------------------------------------------------------------
* Denotes less than.

CUSIP NO. 228227104 Page 15 of 31
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1. Name of Reporting Person:

Edward H. McDermott
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF

--------------------------------------------------------------
7. Sole Voting Power: 5,500

Number of --------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By --------------------------------------------------------------
Each 9. Sole Dispositive Power: 5,500
Reporting
Person --------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

5,500
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): * 0.1%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

--------------------------------------------------------------------------------
* Denotes less than.

CUSIP NO. 228227104 Page 16 of 31
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1. Name of Reporting Person:

Michael B. Yuen
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF

6. Citizenship or Place of Organization: USA

------------------------------------------------------------
7. Sole Voting Power: 65,000

Number of ------------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By ------------------------------------------------------------
Each 9. Sole Dispositive Power: 65,000
Reporting
Person ------------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

65,000
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): * 0.1%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

--------------------------------------------------------------------------------

* Denotes less than.

CUSIP NO. 228227104 Page 17 of 31
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1. Name of Reporting Person:

Kurt C. Mobley
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group:
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC Use Only

--------------------------------------------------------------------------------
4. Source of Funds: PF

-----------------------------------------------------------
7. Sole Voting Power: 100,000 (1)

Number of -----------------------------------------------------------
Shares 8. Shared Voting Power: -0-
Beneficially
Owned By -----------------------------------------------------------
Each 9. Sole Dispositive Power: 100,000 (1)
Reporting
Person -----------------------------------------------------------
With 10. Shared Dispositive Power: -0-

--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:

100,000 (1)
--------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): * 0.1%

--------------------------------------------------------------------------------
14. Type of Reporting Person: IN

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(1) Includes 20,000 shares beneficially owned solely in his capacity as sole
general partner of Cannonball Creek L.P., a family partnership.

* Denotes less than.

Item 1. Security and Issuer.

This statement relates to the shares of common stock, par value $.01
per share (the "Shares") of Crown Castle International Corp., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 510 Bering Drive, Suite 500, Houston, Texas 77057.

Item 2. Identity and Background.

(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Schedule 13D Statement on
behalf of SPO Partners II, L.P., a Delaware limited partnership ("SPO"), SPO
Advisory Partners, L.P., a Delaware limited partnership ("SPO Advisory
Partners"), San Francisco Partners II, L.P., a California limited partnership
("SFP"), SF Advisory Partners, L.P., a Delaware limited partnership ("SF
Advisory Partners"), SPO Advisory Corp., a Delaware corporation ("SPO Advisory
Corp."), Cranberry Lake Partners, L.P., a California limited partnership
("CLP"), D. L. & W., Inc. Profit Sharing Retirement Plan, a California
corporation ("DLW"), Phoebe Snow Foundation, Inc., a California corporation ("PS
Foundation"), John H. Scully ("JHS"), Oberndorf Foundation, a California
corporation ("O Foundation"), William E. Oberndorf ("WEO"), William J. Patterson
("WJP"), David M. Kashen ("DMK"), Edward H. McDermott ("EHM"), Michael B. Yuen
("MBY") and Kurt C. Mobley ("KCM"). SPO, SPO Advisory Partners, SFP, SF Advisory
Partners, SPO Advisory Corp., CLP, DLW, PS Foundation, JHS, O Foundation, WEO,
WJP, DMK, EHM, MBY and KCM are sometimes hereinafter referred to as the
"Reporting Persons." The Reporting Persons are making this single, joint filing
because they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting Persons
that a group exists.

(b)-(c)

SPO

SPO is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SPO, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SPO Advisory Partners, the sole general partner of SPO, is set
forth below.

SPO Advisory Partners

SPO Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SPO. The principal
business address of SPO Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the general partner of SPO Advisory Partners, is
set forth below.

SFP

SFP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of SFP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to SF Advisory Partners, the sole general partner of SFP, is set
forth below.

SF Advisory Partners

SF Advisory Partners is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of SFP. The principal
business address of SF Advisory Partners, which also serves as its principal
office, is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941.
Pursuant to Instruction C to Schedule 13D of the Act, certain information with
respect to SPO Advisory Corp., the general partner of SF Advisory Partners, is
set forth below.

SPO Advisory Corp.

SPO Advisory Corp. is a Delaware corporation, the principal business of
which is serving as the general partner of each of SPO Advisory Partners and SF
Advisory Partners. The principal address of SPO Advisory Corp., which also
serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, WEO and WJP, the three controlling persons of
SPO Advisory Corp., is set forth below.

CLP

CLP is a California limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of CLP, which also serves as its
principal office, is 591 Redwood Highway, Suite 3215, Mill Valley, California
94941. Pursuant to Instruction C to Schedule 13D of the Act, certain information
with respect to JHS, trustee for the sole general partner of CLP, is set forth
below.

DLW

DLW is a California corporation, the principal purpose of which is to
be a profit-sharing plan. The principal business address of DLW, which also
serves as its principal office, is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to JHS, controlling person of DLW, is set forth below.

PS Foundation

PS Foundation is a California corporation, whose principal purpose is
to be a private, grant-making charitable entity. The principal business address
of PS Foundation, which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. Pursuant to Instruction C to
Schedule 13D of the Act, certain information with respect to JHS, sole director
and controlling person of PS Foundation, is set forth below.

JHS

JHS' business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co., a Delaware corporation. The principal business
of SPO Partners & Co. is operating as an investment firm. The principal address
of SPO Partners & Co., which also serves as its principal office, is 591 Redwood
Highway, Suite 3215, Mill Valley, California 94941. JHS is one of three
controlling persons of SPO Advisory Corp., the corporate general partner of each
of SPO Advisory Partners and SF Advisory Partners. JHS is also the sole director
and controlling person of PS Foundation, the controlling person of DLW, and
trustee for the sole general partner of CLP.

O Foundation

O Foundation is a non-profit California corporation, the principal
purpose of which is to give charitable distributions. The principal business
address of O Foundation, which also serves as its principal office, is 591
Redwood Highway, Suite 3215, Mill Valley, California 94941. Pursuant to
Instruction C to

Schedule 13D of the Act, certain information with respect to WEO, controlling
person of O Foundation, is set forth below.

WEO

WEO's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. WEO is one of three controlling persons of SPO
Advisory Corp., the corporate general partner of SPO Advisory Partners and SF
Advisory Partners. WEO is also the controlling person of O Foundation.

WJP

WJP's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is serving as a managing
director of SPO Partners & Co. WJP is one of three controlling persons of SPO
Advisory Corp., the corporate general partner of SPO Advisory Partners and SF
Advisory Partners.

DMK

DMK's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is as an associate for SPO
Partners & Co.

EHM

EHM's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is as a partner for SPO
Partners & Co.

MBY

MBY's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present principal occupation is as a partner for SPO
Partners & Co.

KCM

KCM's business address is 591 Redwood Highway, Suite 3215, Mill Valley,
California 94941. His present pricipal occupation is as a partner for SPO
Partners & Co.

(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.

(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The source and amount of the funds used or to be used by the Reporting
Persons to purchase Shares are as follows:

Name Source of Funds Amount of Funds
---- --------------- ---------------

SPO Working Capital (1) $ 40,674,896.77

SPO Advisory Partners Not Applicable Not Applicable

SFP Working Capital (1) $ 5,927,020.37

SPO Advisory Partners Not Applicable Not Applicable

SPO Advisory Corp. Not Applicable Not Applicable

CLP Working Capital (1) $ 4,450,959.08

DLW Working Capital (1) $ 2,010,053.02

PS Foundation Working Capital (1) $ 9,527,534.48

JHS Personal Funds (2) $ 8,723,856.18

O Foundation Working Capital (1) $ 1,760,375.00

WEO Personal Funds (2) $ 6,178,050.00

WJP Personal Funds (2) $ 58,140.00

DMK Personal Funds (2) $ 31,612.50

EHM Personal Funds (2) $ 30,104.80

MBY Personal Funds (2) $ 191,130.00

KCM Personal Funds (2) $ 225,640.00
___________
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Shares.

(2) As used herein, the term "Personal Funds" includes sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Shares.

Item 4. Purpose of Transaction

The Reporting Persons have acquired the Shares reported herein for
investment purposes. Consistent with such purpose, the Reporting Persons have
had, and may have in the future, discussions with management of the Issuer and
may make suggestions concerning the Issuer's operations, prospects, business and
financial strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant
to their investments in the Shares. Each Reporting Person expects that it will,
from time to time, review its investment position in the Issuer and may,
depending on market and other conditions, increase or decrease its investment
position.

Whether the Reporting Persons purchase any additional Shares or dispose
of any Shares, and the amount and timing of any such transactions, will depend
upon the Reporting Persons' individual continuing assessments of pertinent
factors, including the availability of Shares for purchase at particular price
levels, the Issuer's and the particular Reporting Person's business and
prospects, other business investment opportunities available to the particular
Reporting Person, economic conditions, stock market conditions, money market
conditions, the attitudes and actions of the Board of Directors and management
of the Company, the availability and nature of opportunities to dispose of the
particular Reporting Person's interest in the Issuer and other plans and
requirements of the particular Reporting Person. Depending upon his individual
assessments of these factors from time to time, each Reporting Person may change
his present intentions as stated above, including determining to acquire
additional Shares (by means of open market or privately negotiated purchases) or
to dispose of some or all of the Shares held by him or under his control.

Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

Item 5. Interest in Securities of the Issuer.

(a) Percentage interest calculations for each Reporting Person are based upon
the Issuer having 220,388,579 total outstanding shares of common stock as of May
1, 2002, as reported on the Issuer's 10-Q filed with the Securities Exchange
Commission on May 14, 2002.

SPO

The aggregate number of Shares that SPO owns beneficially, pursuant to Rule
13d-3 of the Act, is 5,123,563 Shares, which constitutes approximately 2.3% of
the outstanding Shares.

SPO Advisory Partners

Because of its position as the sole general partner of SPO, SPO Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 5,123,563 Shares, which constitutes approximately 2.3% of the
outstanding Shares.

SFP

The aggregate number of Shares that SFP owns beneficially, pursuant to Rule
13d-3 of the Act, is 882,700 Shares, which constitutes approximately 0.4% of the
outstanding Shares.

SF Advisory Partners

Because of its position as the sole general partner of SFP, SF Advisory
Partners may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 882,700 Shares, which constitutes approximately 0.4% of the outstanding
Shares.

SPO Advisory Corp.

Because of its positions as the general partner of each of SPO Advisory
Partners, and SF Advisory Partners, SPO Advisory Corp. may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 6,006,263 Shares in
the aggregate, which constitutes approximately 2.7% of the outstanding Shares.

CLP

The aggregate number of Shares that CLP owns beneficially, pursuant to Rule
13d-3 of the Act, is 339,800 Shares, which constitutes approximately 0.2% of the
outstanding Shares.

DLW

The aggregate number of Shares that DLW owns beneficially, pursuant to Rule
13d-3 of the Act, is 582,900 Shares, which constitutes approximately 0.3% of the
outstanding Shares.

PS Foundation

The aggregate number of Shares that PS Foundation owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,524,200 Shares, which constitutes
approximately 1.1% of the outstanding Shares.

JHS

Individually, and because of his positions as a control person of SPO
Advisory Corp., CLP, DLW, and PS Foundation, JHS may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 10,116,263 Shares, which
constitutes approximately 4.6% of the outstanding Shares.

O Foundation

The aggregate number of Shares that O Foundation owns beneficially,
pursuant to Rule 13d-3 of the Act, is 400,000 Shares, which constitutes
approximately 0.2% of the outstanding Shares.

WEO

Individually, and because of his positions as a control person of SPO
Advisory Corp., Oberndorf Family Partners and O Foundation, WEO may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 7,906,263 Shares
in the aggregate, which constitutes approximately 3.6% of the outstanding
Shares.

WJP

Individually, and because of his position as a control person of SPO
Advisory Corp., WJP may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 6,021,263 Shares in the aggregate, which constitutes
approximately 2.7% of the outstanding Shares.

DMK

The aggregate number of Shares that DMK owns beneficially, pursuant to Rule
13d-3 of the Act, is 5,700 Shares, which constitutes less than 0.1% of the
outstanding Shares.

EHM

The aggregate number of shares that EHM owns beneficially, pursuant to Rule
13d-3 of the Act, is 5,500 Shares, which constitutes less than 0.1% of the
outstanding Shares.

MBY

The aggregate number of shares that MBY owns beneficially, pursuant to Rule
13d-3 of the Act, is 65,000 Shares, which constitutes less than 0.1% of the
outstanding Shares.

KCM

Individually, and because of his position as a control person of Cannonball
Creek L.P., KCM may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 100,000 Shares, which constitutes less than 0.1% of the
outstanding Shares.

To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 hereof is the beneficial
owner of any Shares.

(b)

SPO

Acting through its sole general partner, SPO has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 5,123,563
Shares.

SPO Advisory Partners

Acting through its general partner and in its capacity as the sole general
partner of SPO, SPO Advisory Partners has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 5,123,563 Shares.

SFP

Acting through its sole general partner, SFP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 882,700
Shares.

SF Advisory Partners

Acting through its general partner and in its capacity as the sole general
partner of SFP, SF Advisory Partners has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 882,700 Shares.

SPO Advisory Corp.

Acting through its controlling persons and in its capacities as the general
partner of each of SPO Advisory Partners and SF Advisory Partners, SPO Advisory
Corp. has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 6,006,263 Shares in the aggregate.

CLP

Acting through its sole general partner, CLP has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 339,800
Shares.

DLW

Acting through its controlling person, DLW has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 582,900 Shares.

PS Foundation

Acting through its controlling person, PS Foundation has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
2,524,200 Shares.

JHS

As one of three controlling persons of SPO Advisory Corp., which is the
general partner of each of SPO Advisory Partners and SF Advisory Partners, JHS
may be deemed to have shared power with WEO and WJP to vote or to direct the
vote and to dispose or to direct the disposition of 6,006,263 Shares held by SPO
and SFP in the aggregate. Because of his positions as a control person of CLP,
DLW, and PS Foundation, JHS may be deemed to have shared power to vote or to
direct the vote and to dispose or to direct the disposition of 3,446,900 Shares
held by CLP, DLW, and PS Foundation in the aggregate. JHS has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
663,100 Shares.

O Foundation

Acting through its controlling person, O Foundation has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
400,000 Shares.

WEO

Individually, and because of his position as the sole general partner of
Oberndorf Family Partners, a family partnership, WEO has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,425,000
Shares. As one of three controlling persons of SPO Advisory Corp., which is the
general partner of each of SPO Advisory Partners and SF Advisory Partners, WEO
may be deemed to have shared power with JHS and WJP to vote or to direct the
vote and to dispose or to direct the disposition of 6,006,263 Shares held by SPO
and SFP in the aggregate. As the controlling person of O Foundation, WEO may be
deemed to have shared power to vote or to direct the vote and to dispose or to
direct the disposition of 400,000 Shares. WEO may be deemed to have shared

power to vote or to direct the vote and to dispose or to direct the disposition
of 75,000 Shares held in a trust for himself and his wife Susan C. Oberndorf.

WJP

Individually, WJP has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 15,000 Shares. As one of three
controlling persons of SPO Advisory Corp., which is the general partner of each
of SPO Advisory Partners and SF Advisory Partners, WJP may be deemed to have
shared power with JHS and WEO to vote or to direct the vote and to dispose or to
direct the disposition of 6,006,263 Shares held by SPO and SFP in the aggregate.

DMK

DMK has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 5,700 Shares.

EHM

EHM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 5,500 Shares.

MBY

MBY has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 65,000 Shares.

KCM

Individually, and because of his position as the sole general partner
of Cannonball Creek L.P., a family partnership, KCM has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 100,000
Shares.

(c) During the past sixty (60) days, the Reporting Persons purchased
Shares in open market transactions on the New York Stock Exchange ("NYSE") as
set forth on Schedule I attached hereto.

Except as set forth in this paragraph (c), to the best of the
knowledge of each of the Reporting Persons, none of the persons named in
response to paragraph (a) has effected any transactions in Shares during the
past sixty (60) days.

(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of distributions with respect to, or the proceeds from the sale of, the
Shares owned by such Reporting Person.

(e) It is inapplicable for the purposes herein to state the date on
which the Reporting Persons ceased to be the owners of more than five percent
(5%) of the outstanding Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

Except as set forth herein or in the Exhibits filed herewith, there
are no other contracts, arrangements, understandings or relationships of the
type required to be disclosed in response to Item 6 of Schedule 13D of the Act
with respect to the Shares owned by the Reporting Persons.

Item 7. Material to be Filed as Exhibits.

Exhibit A - Agreement pursuant to Rule 13d-1(f)(1)(iii)

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

/s/ Phillip Gordon
------------------------
Phillip Gordon

Attorney-in-Fact for:

SPO PARTNERS II, L.P. *
SPO ADVISORY PARTNERS, L.P. *
SAN FRANCISCO PARTNERS II, L.P. *
SF ADVISORY PARTNERS, L.P. *
SPO ADVISORY CORP. *
CRANBERRY LAKE PARTNERS, L.P. *
D. L. & W., INC. PROFIT SHARING RETIREMENT PLAN *
PHOEBE SNOW FOUNDATION, INC. *
JOHN H. SCULLY *
OBERNDORF FOUNDATION *
WILLIAM E. OBERNDORF *
WILLIAM J. PATTERSON *
DAVID M. KASHEN *
EDWARD H. MCDERMOTT *
MICHAEL B. YUEN *
KURT C. MOBLEY *

* A Power of Attorney authorizing Phillip Gordon to act on
behalf of this person or entity has been previously filed
with the Securities and Exchange Commission.

SCHEDULE I TO
SCHEDULE 13D FOR
SPO PARTNERS II, L.P.

Date of Number of Price Per Where/How
Reporting Person Transaction Type Shares Share ($) Transaction Effected
---------------- ----------- ---- ------ --------- --------------------

Phoebe Snow
Foundation 07/24/2002 Buy 1,000,000 2.68 Open Market/Broker
07/25/2002 Buy 1,000,000 2.43 Open Market/Broker

D.L.& W., Inc. Profit
Sharing Retirement
Plan 07/24/2002 Buy 500,000 2.68 Open Market/Broker

Oberndorf Foundation 05/30/2002 Buy 175,000 4.70 Open Market/Broker
06/21/2002 Buy 125,000 4.28 Open Market/Broker
06/27/2002 Buy 100,000 4.03 Open Market/Broker

William E. Oberndorf 05/30/2002 Buy 125,000 4.41 Open Market/Broker
06/17/2002 Buy 30,000 4.23 Open Market/Broker
06/17/2002 Buy 20,000 4.23 Open Market/Broker
06/21/2002 Buy 75,000 4.18 Open Market/Broker
06/27/2002 Buy 350,000 4.03 Open Market/Broker
06/27/2002 Buy 300,000 4.05 Open Market/Broker
06/27/2002 Buy 600,000 4.13 Open Market/Broker

William J. Patterson 06/17/2002 Buy 4,000 4.22 Open Market/Broker
07/03/2002 Buy 11,000 3.75 Open Market/Broker

David M. Kashen 06/04/2002 Buy 200 4.50 Open Market/Broker
07/02/2002 Buy 1,000 3.23 Open Market/Broker

Edward H. McDermott 06/19/2002 Buy 3,300 4.13 Open Market/Broker
06/20/2002 Buy 700 4.09 Open Market/Broker

Michael B. Yuen 06/06/2002 Buy 7,500 3.95 Open Market/Broker
06/06/2002 Buy 7,500 4.00 Open Market/Broker
07/02/2002 Buy 15,000 3.18 Open Market/Broker
07/26/2002 Buy 15,000 2.45 Open Market/Broker
07/31/2002 Buy 20,000 2.35 Open Market/Broker

Kurt C. Mobley 08/02/2002 Buy 50,000 2.25 Open Market/Broker
08/02/2002 Buy 30,000 2.25 Open Market/Broker
08/02/2002 Buy 20,000 2.25 Open Market/Broker

Cranberry Lake Partners, 06/25/2002 Sell 217,000 4.10 Open Market/Broker
L.P. 06/26/2002 Sell 50,000 3.94 Open Market/Broker
07/11/2002 Sell 13,600 3.38 Open Market/Broker
07/12/2002 Sell 83,600 3.47 Open Market/Broker
07/15/2002 Sell 26,400 3.16 Open Market/Broker

Date of Number of Price Per Where/How
Reporting Person Transaction Type Shares Share ($) Transaction Effected
---------------- ----------- ---- ------ --------- --------------------

07/16/2002 Sell 83,500 3.79 Open Market/Broker

John H. Scully 06/25/2002 Sell 433,000 4.10 Open Market/Broker
06/26/2002 Sell 100,000 3.94 Open Market/Broker
07/11/2002 Sell 26,400 3.38 Open Market/Broker
07/12/2002 Sell 162,300 3.47 Open Market/Broker
07/15/2002 Sell 51,200 3.16 Open Market/Broker
07/16/2002 Sell 162,200 3.79 Open Market/Broker

EXHIBIT INDEX

Exhibit Document Description Page No.
------- -------------------- --------

A Agreement Pursuant to Rule 13d-1(f)(1)(iii) 1

Exhibit A

Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.

DATED: August 2, 2002

/s/ Phillip Gordon
------------------
Phillip Gordon

Attorney-in-Fact for:

* A Power of Attorney authorizing Phillip Gordon to act
on behalf of this person or entity has been previously
filed with the Securities and Exchange Commission.

Exhibits: Page 1