UNITED STATES
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) December 21, 2004
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Global Signal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 Other Events.
On December 21, 2004, Fortress Investment Holdings LLC ("Fortress
Holdings") informed the Registrant as follows:
"An affiliate of Fortress Holdings entered into a credit
agreement, dated as of December 21, 2004, with Bank of America, N.A.,
Morgan Stanley Asset Funding Inc., the other lenders party thereto
and Banc of America Securities LLC. Pursuant to the credit agreement,
the affiliate has borrowed $160 million from the lenders thereunder
and this amount has been secured by, among other things, a pledge by
the affiliate of a total of 19,162,248 shares of common stock of the
Registrant owned by such affiliate. The 19,162,248 shares of common
stock represents approximately 37% of the Registrant's issued and
outstanding common stock as of the date hereof.
The credit agreement contains customary default provisions
and also requires prepayment of a portion of the borrowings by the
affiliate in the event the trading price of the common stock of the
Registrant decreases below certain specified levels. In the event of
a default under the credit agreement by the affiliate, the lenders
thereunder may foreclose upon any and all shares of common stock
pledged to them. The affiliate has agreed in the credit agreement to
exercise its right to cause the Registrant to file a shelf
registration statement pursuant to the Amended and Restated Investor
Agreement dated as of March 31, 2004 among the Registrant, Fortress
Pinnacle Acquisition LLC, Greenhill Capital Partners, L.P., and its
related partnerships named therein, and Abrams Capital Partners II,
L.P. and certain of its related partnerships named therein, and other
parties named therein. The registration statement will cover sales by
the lenders of shares of the pledged common stock in the event of a
foreclosure by any of them and is required to be filed by June 6,
2005 pursuant to the credit agreement."
The Registrant is not a party to the credit agreement and has no
obligations thereunder. Mr. Wesley Edens, the Registrant's Chief Executive
Officer and Chairman of its Board of Directors owns an interest in Fortress
Holdings and is the Chairman of its Management Committee.
This information shall also be deemed to be filed under Item 5.01 of
Form 8-K.
SIGNATURE
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Greerson G. McMullen
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Greerson G. McMullen
Executive Vice President,
General Counsel & Secretary
Date: December 21, 2004