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) November 12, 2004
GLOBAL SIGNAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
Commission File Number 001-32168
65-0652634
(I.R.S. Employer Identification No.)
301 North Cattlemen Road
Suite 300
Sarasota, Florida
(Address of principal executive offices)
34232
(Zip Code)
(941) 364-8886
(Registrant's telephone number)
Not Applicable
(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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 12, 2004, Global Signal Inc. (the "Company"), through its
wholly-owned subsidiary, Pinnacle Towers Acquisition LLC, completed the
acquisition of all outstanding membership interests of VSS-GoldenState, LLC
("GoldenState") for an aggregate purchase price of $64.9 million, including
estimated fees and expenses, pursuant to the previously disclosed purchase
agreement. The acquisition includes 207 wireless communications towers that are
located primarily in California, Oregon, Idaho, Washington and Arizona. No
prior material relationship existed between GoldenState and the Company, any of
the Company's affiliates, directors or officers, or any associate of any such
director or officer.
The foregoing description of the transaction does not purport to be a
complete description of all of the material terms of the transaction and is
qualified in its entirety by reference to the documents that are referenced in
this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Purchase and Sale Agreement by and among VSS-GoldenState, LLC,
GoldenState Towers, LLC, and Pinnacle Towers Acquisition LLC and for
the limited purposes set forth therein VS&A Communications Partners
III, L.P., dated September 29, 2004 (incorporated by reference to
Exhibit 2.3 of the Company's Form 10-Q (No.
001-32168) filed on November 9, 2004).*
* Certain information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange
Commission.
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/ Ronald G. Bizick, II
-------------------------
Ronald G. Bizick, II
Executive Vice President
of Corporate Development
and Operations
Date: November 18, 2004
EXHIBIT INDEX
Exhibit
Number Exhibit
------ -------
2.1 Purchase and Sale Agreement by and among VSS-GoldenState, LLC,
GoldenState Towers, LLC, and Pinnacle Towers Acquisition LLC and for
the limited purposes set forth therein VS&A Communications Partners
III, L.P., dated September 29, 2004 (incorporated by reference to
Exhibit 2.3 of the Company's Form 10-Q (No.
001-32168) filed on November 9, 2004).*
* Certain information omitted pursuant to a request for confidential
treatment filed separately with the Securities and Exchange
Commission.