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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): May 2, 2003
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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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.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On May 2, 2003, we entered into several agreements ("Agreements"), dated
effective May 1, 2003, relating to our two joint ventures with Verizon
Communications ("Verizon"), the Crown Castle Atlantic Joint Venture (CCA) and
the Crown Castle GT Joint Venture (CCGT). Pursuant to the Agreements, the
Company acquired all of Verizon's equity interests in CCGT in exchange for
consideration consisting of (1) approximately $31.0 million, representing the
purchase (at a negotiated price of $6.122 per share) of the 5,063,731 shares of
Crown Castle common stock previously held by CCGT for the benefit of the Verizon
CCGT partner, (2) the transfer to a Verizon affiliate of a 13.3% equity interest
in CCA, representing consideration for the Verizon CCGT partner's interest in
the operating assets held by CCGT, and (3) approximately $5.7 million,
representing the working capital of CCGT allocable to the Verizon CCGT partner's
interest reduced by the working capital of CCA allocable to the 13.3% equity
interest in CCA transferred to the Verizon affiliate.
In addition, pursuant to the Agreements, CCA distributed 15,597,783 shares
of Crown Castle common stock previously held by CCA to the Verizon CCA partner,
resulting in a reduction in Verizon's interest in CCA by a fixed percentage of
19%. The fixed percentage reduction was agreed upon at the time of the formation
of CCA. Pursuant to the registration rights contained in the CCA Formation
Agreement dated December 8, 1998, as amended by the Agreements, we contemplate
that we will file a registration statement relating to the sale of such
distributed shares during the summer of 2003.
After giving effect to the foregoing transactions, we own 100% of CCGT and
62.8% of CCA. Verizon will retain certain protective rights regarding the tower
networks held by both CCA and CCGT. These protective rights will remain in place
after the CCA put or call right described below is exercised.
We also agreed with Verizon to extend and convert certain termination
rights relating to Verizon's interest in CCA to put and call rights exercisable
on or after July 1, 2007. Upon the exercise of the put right by Verizon or the
call right by us, we will be required to purchase all of the Verizon partner's
equity interests in CCA for cash equal to the then fair market value of such
interest. Prior to the extension and conversion of such rights, the Verizon CCA
partner could have exercised its termination right at any time after March 31,
2002, requiring us to meet the applicable payment obligations.
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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/ E. BLAKE HAWK
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Name: E. Blake Hawk
Title: Executive Vice President
and General Counsel
Date: May 5, 2003
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