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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 1999
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24737 76-0470458
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (713) 570-3000
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The undersigned registrant, Crown Castle International Corp., hereby amends the
following item and the exhibit list of its current report on Form 8-K dated June
9, 1999 as set forth below:
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The following financial statements of Powertel Tower Operations,
together with the independent auditors' report on certain of such financial
statements, are included herein as Exhibit 2.4:
(1) Statement of Net Assets as of December 31, 1998 and
March 31, 1999 (unaudited)
(2) Statement of Revenues and Direct Expenses for the year ended
December 31, 1998 and the three months ended March 31, 1999
(unaudited)
(3) Notes to Financial Statements as of and for the year ended
December 31, 1998
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated financial
statements, together with the introductory language thereto, are included herein
as Exhibit 2.5:
(1) Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the year ended December 31, 1998 and the
three months ended March 31, 1999
(2) Notes to Unaudited Pro Forma Condensed Consolidated
Statements of Operations
(3) Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of March 31, 1999
(4) Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet
(c) Exhibits
Exhibit No. Description
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*2.1 Asset Purchase Agreement dated March 15, 1999 among Crown Castle
International Corp., CCP Inc., Powertel Atlanta Towers, LLC,
Powertel Birmingham Towers, LLC, Powertel Jacksonville Towers,
LLC, Powertel Kentucky Towers, LLC, Powertel Memphis Towers, LLC
and Powertel, Inc. (Incorporated by reference to the exhibit
previously filed by the registrant on Form 8-K (Registration No.
0-24737) dated March 15, 1999
*2.2 Closing Memorandum dated June 2, 1999, relating to the closing
of the transaction contemplated by the Asset Purchase Agreement
(Exhibit No. 2.1) and amending and supplementing the Asset
Purchase Agreement, among Powertel, Inc., Powertel Atlanta
Towers, LLC, Powertel Birmingham Towers, LLC, Powertel
Jacksonville Towers, LLC, Powertel Kentucky Towers, LLC,
Powertel Memphis Towers, LLC, and Crown Castle PT Inc.
*2.3 Letter Agreement dated June 2, 1999 among Powertel, Inc.,
Powertel Atlanta Towers, LLC, Powertel Birmingham Towers, LLC,
Powertel Jacksonville Towers, LLC, Powertel Kentucky Towers,
LLC, Powertel Memphis Towers, LLC, Powertel/Atlanta, Inc.,
Powertel/Birmingham, Inc., Powertel/Jacksonville, Inc.,
Powertel/Kentucky, Inc., Powertel Memphis, Inc. and Crown Castle
International Corp.
+2.4 Financial Statements of Powertel Tower Operations, together with
independent auditors' report
+2.5 Unaudited Pro Forma Condensed Consolidated Financial Statements
of Crown Castle International Corp.
+23.1 Consent of KPMG LLP
*99.1 Agreement to Sublease dated June 1, 1999 by and among BellSouth
Mobility Inc., BellSouth Telecommunications Inc., The
Transferring Entities, Crown Castle International Corp. and
Crown Castle South Inc.
*99.2 Agreement to Build to Suit dated June 1, 1999 by and among
BellSouth Mobility Inc., Crown Castle International Corp. and
Crown Castle South Inc.
*99.3 Sublease dated June 1, 1999 by and among BellSouth Mobility
Inc., Certain BMI Affiliates, Crown Castle International Corp.
and Crown Castle South Inc.
*99.4 Registration Rights Agreement dated June 1, 1999 between
BellSouth Mobility Inc and Crown Castle International Corp.
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* Filed previously
+ Filed herewith
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.,
By: /s/ WESLEY D. CUNNINGHAM
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Name: Wesley D. Cunningham
Title: Senior Vice President,
Corporate Controller and Chief
Accounting Officer
Date: July 22, 1999
EXHIBIT INDEX
Exhibit No. Description
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*2.1 Asset Purchase Agreement dated March 15, 1999 among Crown
Castle International Corp., CCP Inc., Powertel Atlanta Towers,
LLC, Powertel Birmingham Towers, LLC, Powertel Jacksonville
Towers, LLC, Powertel Kentucky Towers, LLC, Powertel Memphis
Towers, LLC and Powertel, Inc. (Incorporated by reference to
the exhibit previously filed by the registrant on Form 8-K
(Registration No. 0-24737) dated March 15, 1999)
*2.2 Closing Memorandum dated June 2, 1999, relating to the Closing
of the transaction contemplated by the Asset Purchase Agreement
(Exhibit No. 2.1) and amending and supplementing the Asset
Purchase Agreement, among Powertel, Inc., Powertel Atlanta
Towers, LLC, Powertel Birmingham Towers, LLC, Powertel
Jacksonville Towers, LLC, Powertel Kentucky Towers, LLC,
Powertel Memphis Towers, LLC, and Crown Castle PT Inc.
*2.3 Letter Agreement dated June 2, 1999 among Powertel, Inc.,
Powertel Atlanta Towers, LLC, Powertel Birmingham Towers, LLC,
Powertel Jacksonville Towers, LLC, Powertel Kentucky Towers,
LLC, Powertel Memphis Towers, LLC, Powertel/Atlanta, Inc.,
Powertel/Birmingham, Inc., Powertel/Jacksonville, Inc.,
Powertel/Kentucky, Inc., Powertel/Memphis, Inc. and Crown
Castle International Corp.
+2.4 Financial Statements of Powertel Tower Operations, together
with independent auditors' report
+2.5 Unaudited Pro Forma Condensed Consolidated Financial Statements
of Crown Castle International Corp.
+23.1 Consent of KPMG LLP
*99.1 Agreement to Sublease dated June 1, 1999 by and among
BellSouth Mobility Inc., BellSouth Telecommunications Inc., The
Transferring Entities, Crown Castle International Corp. and
Crown Castle South Inc.
*99.2 Agreement to Build to Suit dated June 1, 1999 by and among
BellSouth Mobility Inc., Crown Castle International Corp. and
Crown Castle South Inc.
*99.3 Sublease dated June 1, 1999 by and among BellSouth Mobility
Inc., certain BMI Affiliates, Crown Castle International Corp.
and Crown Castle South Inc.
*99.4 Registration Rights Agreement dated June 1, 1999 between
BellSouth Mobility Inc. and Crown Castle International Corp.
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* Filed previously
+ Filed herewith