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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 14, 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
This document includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Other than statements of historical fact, all statements
regarding industry prospects, the consummation of the transactions described in
this document and the Company's expectations regarding the future performance of
its businesses and its financial position are forward-looking statements. These
forward-looking statements are subject to numerous risks and uncertainties.
Capitalized terms used but not defined herein shall have the meaning
assigned thereto in the Company's Registration Statement on Form S-3 (Reg. No.
333-83395), as amended and as supplemented by a prospectus supplement dated
August 5, 1999.
ITEM 5. OTHER EVENTS
On September 15, 1999, Crown Castle International Corp. ("CCIC") and GE
Capital Structured Finance Group ("SFG") jointly announced that SFG has agreed
to make a $200,000,000 strategic investment in CCIC. In exchange for this
$200,000,000 investment, CCIC will issue to SFG (i) 200,000 shares of CCIC
8 1/4% Mandatorily Redeemable, Convertible Preferred Stock, each of which is
convertible into shares of CCIC common stock at a conversion price of $26.88 per
share and (ii) warrants to purchase one million shares of CCIC common stock at
an exercise price of $26.88 per share.
The convertible preferred stock will have an aggregate liquidation
preference of $200,000,000 and will have a term of 12 1/2 years. The warrants
will have a term of five years. Dividends on the convertible preferred stock
will be payable quarterly in cash, common stock or a combination of cash and
common stock, at CCIC's option. SFG will be prohibited from reselling the
convertible preferred stock, the warrants and the common stock issued upon their
conversion or exercise, as applicable, for a period of two years from the date
of closing of the transaction, subject to certain exceptions. SFG will have the
right to nominate one CCIC director and will have full voting rights on an "as
converted" basis as applicable to the common stock.
A copy of the press release announcing this transaction is attached hereto
as Exhibit 99.1 and is hereby incorporated by reference herein.
A copy of the summary of terms and conditions relating to this transaction
is attached hereto as Exhibit 99.2 and is hereby incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not applicable.
(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 2.1:
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(1) Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the year ended December 31, 1998 and the six months ended
June 30, 1999
(2) Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations
(3) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1999
(4) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Unaudited Pro Forma Condensed Consolidated Financial
Statements of Crown Castle International Corp.
99.1 Press Release dated September 15, 1999
99.2 Summary of Terms and Conditions of 8 1/4% Mandatorily
Redeemable, Convertible Preferred Stock, dated September 14,
1999
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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: October 12, 1999
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -------------
2.1 Unaudited Pro Forma Condensed Consolidated Financial
Statements of Crown Castle International Corp.
99.1 Press Release dated September 15, 1999
99.2 Summary of Terms and Conditions of 8 1/4% Mandatorily
Redeemable, Convertible Preferred Stock, dated September 14,
1999
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