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): February 20, 2014
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1220 Augusta Drive
Suite 600
Houston, TX 77057
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (713) 570-3000
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 5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On February 20, 2014, the Board of Directors (“Board”) of Crown Castle International Corp. (“Company”) increased the number of directors on the Board to 11 and appointed P. Robert Bartolo to the Board as a Class I director. Mr. Bartolo has not yet been appointed to any committees of the Board, although the Board may appoint him to one or more committees in the future. Mr. Bartolo served as a portfolio manager in the U.S. Equity Division of T. Rowe Price from March 2005 to January 2014. During such time, Mr. Bartolo also served as an executive vice president of the U.S. Growth Stock Fund (and chairman of the fund’s Investment Advisory Committee) and also served as a vice president of T. Rowe Price Group, Inc. Mr. Bartolo has earned the Chartered Financial Analyst designation.
ITEM 7.01 – REGULATION FD DISCLOSURE
On February 20, 2014, the Company issued a press release announcing the appointment of P. Robert Bartolo to the Board. The press release is furnished herewith as Exhibit 99.1 to this Form 8-K. See also Item 5.02 of this Form 8-K.
On February 20, 2014, the Company issued a press release announcing the declaration of a quarterly dividend of $0.35 per share of Company common stock, par value $0.01 per share, payable on March 31, 2014 to stockholders of record at the close of business on March 20, 2014. The press release is furnished herewith as Exhibit 99.2 to this Form 8-K.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
As described in Item 7.01 of this Report, the following exhibits are furnished as part of this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press Release dated February 20, 2014 | |
| 99.2 | Press Release dated February 20, 2014 | |
The information in Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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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 | ||||
| Name: E. Blake Hawk | ||||
| Title: Executive Vice President | ||||
| and General Counsel | ||||
Date: February 21, 2014
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated February 20, 2014 | |
| 99.2 | Press Release dated February 20, 2014 | |
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Exhibit 99.1
| Contacts: | Jay Brown, CFO | |||
| FOR IMMEDIATE RELEASE | Son Nguyen, VP - Corporate Finance | |||
| Crown Castle International Corp. | ||||
| 713-570-3050 |
CROWN CASTLE INTERNATIONAL APPOINTS
P. ROBERT BARTOLO TO THE BOARD
February 21, 2014 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that its Board of Directors has appointed P. Robert Bartolo as a director. With the appointment of Mr. Bartolo, Crown Castle has eleven directors on its Board of Directors, of which nine are independent directors pursuant to the New York Stock Exchange listing standards.
“We are very pleased to welcome Mr. Bartolo to the Board of Directors and look forward to benefiting from his experience as an investor and the contributions he will make as a member of our Board,” stated Ben Moreland, Crown Castle’s President and Chief Executive Officer.
Mr. Bartolo has over 16 years of investment experience, including previously serving as a portfolio manager in the U.S. Equity Division of T. Rowe Price. Mr. Bartolo graduated from the University of Southern California with a bachelor’s degree in accounting and later earned an MBA from The Wharton School, University of Pennsylvania. Mr. Bartolo has also earned the Chartered Financial Analyst designation.
About Crown Castle
Crown Castle owns, operates and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to all of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 40,000 and approximately 1,700 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.
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www.crowncastle.com |
Exhibit 99.2
| Contacts: | Jay Brown, CFO | |||
| FOR IMMEDIATE RELEASE | Son Nguyen, VP - Corporate Finance | |||
| Crown Castle International Corp. | ||||
| 713-570-3050 |
CROWN CASTLE DECLARES QUARTERLY
COMMON STOCK DIVIDEND
February 20, 2014 – HOUSTON, TX – Crown Castle International Corp. (NYSE: CCI) announced today that its Board of Directors has declared the Company’s first ever quarterly cash dividend to its common stockholders. The quarterly dividend of $0.35 per common share will be payable on March 31, 2014 to stockholders of record at the close of business on March 20, 2014. Future dividends are subject to the approval of the Company’s Board of Directors.
“We are pleased to announce the initiation of our quarterly dividend, which we believe will play an important role in delivering significant total returns to our stockholders in the years to come,” stated Ben Moreland, Crown Castle’s President and Chief Executive Officer. “With Crown Castle’s leadership position in U.S. wireless infrastructure, we are confident in our business’s ability to generate strong and stable cash flows that we believe will allow us to continue to invest for long-term growth in our core business as well as grow dividends by at least 15% annually over the next five years.”
About Crown Castle
Crown Castle owns, operates and leases towers and other infrastructure for wireless communications. Crown Castle offers significant wireless communications coverage to all of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages approximately 40,000 and approximately 1,700 wireless communication sites in the US and Australia, respectively. For more information on Crown Castle, please visit www.crowncastle.com.
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www.crowncastle.com |
News Release continued:
Page 2 of 2
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on Crown Castle management’s current expectations, including with respect to cash flows, potential investments and dividend growth. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Crown Castle’s results is included in our filings with the Securities and Exchange Commission. The term “including,” and any variation thereof, means “including, without limitation.”
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www.crowncastle.com |