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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CROWN CASTLE INTERNATIONAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 4899 76-0470458
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

510 BERING DRIVE
SUITE 500
HOUSTON, TEXAS 77057
(713) 570-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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MR. CHARLES C. GREEN, III
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
CROWN CASTLE INTERNATIONAL CORP.
510 BERING DRIVE
SUITE 500
HOUSTON, TEXAS 77057
(713) 570-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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COPIES TO:
STEPHEN L. BURNS, ESQ. KIRK A. DAVENPORT, ESQ.
CRAVATH, SWAINE & MOORE LATHAM & WATKINS
825 EIGHTH AVENUE 885 THIRD AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

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CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(A) REGISTRATION FEE
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Common Stock, $.01 par value........ $300,000,000 $88,500

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(a) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) promulgated under the Securities Act of 1933. A
portion of the proposed maximum aggregate offering price represents shares
that are to be offered outside of the United States but that may be resold
from time to time in the United States. Such shares are not being
registered for the purpose of sales outside the United States.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
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Subject to Completion, dated June 19, 1998
PROSPECTUS

[LOGO]
CROWN CASTLE INTERNATIONAL CORP.
COMMON STOCK

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Of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), offered hereby, shares are being sold by Crown Castle
International Corp. ("CCIC" or the "Company"), and shares are being sold
by the Selling Stockholder (as defined). See "Ownership of Capital Stock". Of
the shares of Common Stock being offered, shares are being offered
initially in the United States and Canada (the "U.S. Offering") by the U.S.
Underwriters and shares are being concurrently offered outside the United
States and Canada (the "International Offering") by the International Managers
(together with the U.S. Underwriters, the "Underwriters"). The U.S. Offering
and the International Offering, including the application of the net proceeds
therefrom, are collectively referred to as the "Offering".

Pursuant to a Share Exchange Agreement dated April 24, 1998, (i) all
shareholders of Castle Transmission Services (Holdings) Ltd. ("CTSH") (other
than the Company, TeleDiffusion de France International S.A. ("TdF") and
Digital Future Investments B.V., which is an affiliate of TdF ("DFI")) will
exchange their shares of capital stock of CTSH for shares of Common Stock of
the Company and (ii) DFI will exchange its shares of capital stock of CTSH for
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of the Company (collectively, the "Exchange"). The closing of the
Offering is conditioned upon the concurrent consummation of the Exchange and
certain other transactions. See "The Roll-Up".

The Company's Common Stock has been designated into two classes, consisting
of Common Stock and Class A Common Stock. Under the Company's Restated
Certificate of Incorporation (the "Certificate of Incorporation"), with respect
to matters on which the holders of the Company's Common Stock have the right to
vote, stockholder approval generally will require the affirmative vote of the
holders of a majority of the voting power of the Company, with the holders of
the Common Stock and the Class A Common Stock voting together as a single
class. However, certain specified actions will require the approval of the
holders of a majority of the Class A Common Stock. See "Description of Capital
Stock". In addition, the holders of Class A Common Stock, voting as a separate
class, will have the right to elect up to two members of the Company's Board of
Directors and will not vote in the election of directors by the holders of the
Company's other voting stock entitled to vote in the election of directors. See
"Description of Capital Stock".

Prior to the Offering, there has been no public market for the Common Stock.
It is currently estimated that the initial public offering price per share will
be between $ and $ . For information relating to the factors considered in
determining the initial public offering price, see "Underwriting". Application
has been made to list the Common Stock on the under the symbol " ".
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SEE "RISK FACTORS" BEGINNING ON PAGE 15 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDER
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Per Share...................... $ $ $ $
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Total(3)....................... $ $ $ $

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The shares of Common Stock offered by this Prospectus are offered by the U.S.
Underwriters subject to prior sale, to withdrawal, cancellation, or
modification of the offer without notice, to delivery to and acceptance by the
U.S. Underwriters and to certain further conditions. It is expected that
delivery of the shares will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about , 1998.

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LEHMAN BROTHERS
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY
, 1998

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR THE IMPOSITION
OF PENALTY BIDS. FOR A DISCUSSION OF THESE ACTIVITIES, SEE "UNDERWRITING".

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[INSERT PICTURES]

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CTSH publishes its consolidated financial statements in pounds sterling. In
this Prospectus, references to "pounds sterling", "(Pounds)", "pence" or "p"
are to U.K. currency and references to "U.S. dollars", "U.S.$" or "$" are to
U.S. currency. For the convenience of the reader, this Prospectus contains
translations of certain pound sterling amounts into U.S. dollars at specified
rates, or, if not so specified, at the noon buying rate in New York City for
cable transfers in pounds sterling as certified for customs purposes by the
Federal Reserve Bank of New York (the "Noon Buying Rate") on March 31, 1998,
of (Pounds)1.00 = $1.6765. No representation is made that the pound sterling
amounts have been, could have been or could be converted into U.S. dollars at
the rates indicated or any other rates. On May 29, 1998, the Noon Buying Rate
was (Pounds)1.00 = $1.6308.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements
included elsewhere in this Prospectus. Unless otherwise indicated, the
information in this Prospectus assumes that the Underwriters' over-allotment
option will not be exercised. The "Selling Stockholder" refers to the Crown
Parties (as defined). Unless the context otherwise indicates, the terms
"Company" and "CCIC" each refer to the business conducted by Crown Castle
International Corp. and its subsidiaries (including CCI and CTI). "CCI" refers
to the business conducted by the Company through Crown Communication Inc.
"Crown Business" and "Crown" each refer to the business conducted by Crown
Communications, Crown Network Systems, Inc., Crown Mobile Systems, Inc. and
their affiliates prior to their acquisition by CCIC. "CTI" refers to the
business conducted by Castle Transmission Services (Holdings) Ltd ("CTSH") and
its wholly owned subsidiary, Castle Transmission International Ltd. Unless
otherwise indicated, all information in this Prospectus (i) gives effect to a
-for-one stock split of the Common Stock (the "Stock Split") and (ii) gives
effect, following the Stock Split, to the conversion of (a) each share of the
Company's existing Class A Common Stock into shares of Common Stock, (b)
each share of the Company's Class B Common Stock into one share of Common
Stock, (c) each share of the Company's Series A Convertible Preferred Stock
into shares of Common Stock, (d) each share of the Company's Series B
Convertible Preferred Stock into shares of Common Stock and (e) each share
of the Company's Series C Convertible Preferred Stock into shares of Common
Stock (collectively, the "Conversions"). See "Capitalization" and "The Roll-
Up".

THE COMPANY

The Company is a leading U.S. and international provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company owns, operates and manages towers, rooftop sites and broadcast
transmission networks, and provides a full range of complementary services
including network design and site selection, site acquisition, site development
and construction, antenna installation and network management and maintenance.
The Company has 19 years of experience in the ownership, leasing and management
of wireless communications sites and a 75-year history of broadcast
transmission and network management. Based on its industry position and
experience, the Company believes it is positioned to capitalize on global
growth opportunities arising from (i) the expansion of existing networks and
the introduction of new networks in the wireless communications industry, (ii)
the consolidation of tower ownership generally, including the transfer of
infrastructure ownership from major wireless communications carriers to
independent infrastructure providers, (iii) the ongoing privatization of state-
run broadcast transmission networks around the world and (iv) the widespread
introduction of digital transmission technology in the broadcasting industry.
For the year ended December 31, 1997 and the three months ended March 31, 1998,
the Company had pro forma revenues of $180.9 million and $45.9 million,
respectively, and pro forma EBITDA of $68.7 million and $15.3 million,
respectively.

The Company's site rental business involves leasing antenna space to
customers on its owned and managed towers and rooftop sites. The Company
generally receives fees for installing a customer's equipment and antennas on a
tower and also receives monthly rental payments from customers under site
leases that typically range in term from three to five years. The Company's
major site rental customers include Aerial Communications, American Paging,
AT&T Wireless, Bell Atlantic Mobile, BellSouth Mobility, Motorola, Nextel,
PageNet and Sprint PCS in the United States and Cellnet, National
Transcommunications Limited, One2One, Orange Personal Communications and
Vodafone in the United Kingdom.

services and 37 local radio stations through its network of 3,462 transmitters.
These services are provided under long-term contracts with the British
Broadcasting Corporation (the "BBC") and two national commercial radio
companies. In addition, the Company has long-term contracts to provide digital
transmission services to the BBC and British Digital Broadcasting Limited
("BDB"), which together are the holders of four of the six multiplexes for
digital terrestrial television broadcasting throughout the United Kingdom. In
the United States, the Company plans to build new multiple tenant broadcast
towers in locations where additional tower capacity is required to accommodate
digital transmission equipment and analog transmission equipment displaced from
existing towers.

The Company has developed, maintains and deploys primarily for its own use
extensive wireless communications and broadcast transmission network design and
radio frequency engineering expertise, as well as site acquisition, site
development and construction and antenna installation capabilities. The Company
has a team of over 300 engineers with state-of-the-art wireless communications
and broadcast transmission network design and radio frequency engineering
expertise. The Company plans to leverage its technical expertise and
operational experience to enter into build-to-suit and purchase contracts with,
and to enter into joint ventures to own and operate the wireless communications
infrastructure of, various wireless communications carriers around the world.
The Company believes the primary criteria of such carriers in selecting a
company to construct, own or operate their wireless communications
infrastructure will be the company's capability to maintain the integrity of
their networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing network
design and site selection, site acquisition, site development and construction
and antenna installation ("end-to-end services") will be best positioned to
successfully acquire access to such wireless communications infrastructure.

As of April 30, 1998, the Company owned or managed 1,219 towers and 80
revenue producing rooftop sites. In addition, the Company had 1,268 rooftop
sites under management throughout the United States that were not revenue
producing but were available for leasing to customers. In the United Kingdom,
the Company has 54 revenue producing rooftop sites that are occupied by the
Company's transmitters but are not available for leasing to customers. The
Company's major tower footprints consist of 752 owned and managed towers
located across the United Kingdom, 187 owned and managed towers located in
western Pennsylvania (primarily in and around the greater Pittsburgh area), 185
owned and managed towers located in the southwestern United States (primarily
in Texas), 14 owned towers located on mountaintops across Puerto Rico and 29
towers along I-95 in South Carolina and Virginia and I-75 in Ohio. In addition,
the Company is currently constructing 26 new towers on existing sites and has
29 site acquisition projects in process for sites for its own use.

The Company's growth strategy is designed to leverage its existing
infrastructure and its position as one of the most highly regarded and
experienced developers and operators of wireless communications infrastructure
and broadcast networks in the United States and the United Kingdom.

INDUSTRY BACKGROUND

The Company owns, operates and manages wireless communications and broadcast
transmission infrastructure, including towers and other communications sites,
and also provides a full range of complementary network support services. Each
of the wireless communications and broadcasting industries is currently
experiencing a period of significant change.

The wireless communications industry is growing rapidly as new wireless
technologies are developed and consumers become more aware of the benefits of
wireless services. Wireless technologies are being used in more applications
and the cost of wireless services to consumers is declining. A significant
number of new competitors in the wireless communications industry have
developed as additional frequency spectrum has become available for a wide
range of uses, most notably Personal Communications Services ("PCS") (known as
"PCN" in the United Kingdom). This competition, combined with an increasing
reliance on wireless communications by consumers and businesses, has led to an
increased demand for higher quality, uninterrupted service and improved
coverage, which, in turn, has led to increased demand for communications sites
as new carriers build out their

networks and existing carriers upgrade and expand their networks to maintain
their competitiveness. These trends are affecting the wireless communications
industry around the world.

As the wireless communications industry has become more competitive, wireless
communications carriers have sought operating and capital efficiencies by
outsourcing certain network services and the build-out and operation of new and
existing infrastructure and by co-locating transmission equipment with other
carriers on multiple tenant towers. The need for co-location has also been
driven by the growing trend by municipalities to slow the proliferation of
towers. Further, the Company believes that there has been a fundamental shift
in strategy among established wireless communications carriers relating to
infrastructure ownership. The Company believes that in order to free up capital
for the growth and management of their customer base and expansion of their
service offerings, such carriers are beginning to seek to sell their wireless
communications infrastructure to, or establish joint ventures with, experienced
infrastructure providers that have the ability to manage networks. The Company
believes that those infrastructure providers with a proven track record of
providing end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure.

The television broadcasting industry is experiencing significant change
because of the impending widespread deployment of digital terrestrial
television (known as "DTV" in the United States and "DTT" in the United
Kingdom). In the United States, the Federal Communications Commission (the
"FCC") has required the four major networks (ABC, CBS, NBC and Fox) to commence
DTV broadcasts in the top ten markets by May 1999 and in the top 30 markets by
November 1999. In the United Kingdom, pursuant to the Broadcasting Act 1996,
six digital television transmission multiplexes, which permit the holders to
transmit digital television broadcasting services, have been allocated with
digital transmission expected to commence on a commercial basis in late 1998.
Denmark has introduced digital television and Australia, France and Sweden are
expected to be the next countries to do so, followed by other European nations
and later by developing countries. Many countries are expected to start to
establish digital services within the next five years. The shift to digital
transmission will require network design, development and engineering services
and the significant enhancement of existing broadcast transmission
infrastructure, including new transmission and monitoring equipment and the
modification, strengthening and construction of towers (including over 1,000
tall towers in the United States). In addition, state-run broadcast
transmission networks are continuing to be privatized throughout the world.

The Company expects these trends to continue around the world in both the
wireless communications and broadcasting industries. The Company believes that
the next logical step in the outsourcing of infrastructure by wireless
communications carriers and broadcasters will be the outsourcing of the
operation of their towers and transmission networks, including the transmission
of their signals, in much the same way as the BBC has done with its
transmission network. This outsourcing will allow carriers to realize
additional operating and capital efficiencies and to focus on management of
their customer base and expansion of their service offerings. Management
believes that such carriers will only entrust the transmission of their signals
to those infrastructure providers, such as the Company, that have the ability
to manage towers and transmission networks and a proven track record of
providing end-to-end services to the wireless communications and broadcasting
industries.

BUSINESS STRATEGY

The Company's objective is to become the premier global provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company's experience in establishing and expanding its existing tower
footprints, its experience in owning and operating both analog and digital
transmission networks, its significant relationships with wireless
communications carriers and broadcasters and its ability to offer customers its
in-house technical and operational expertise, uniquely position it to
capitalize on global growth opportunities. The key elements of the Company's
business strategy are to:

significant capacity available for additional antenna space rental and
that increased utilization of its tower capacity can be achieved at low
incremental cost. For example, prior to the Company's purchase of the
BBC's broadcast transmission network in 1997, the rental of available
antenna capacity on the BBC's premier tower sites was not actively
marketed to third parties. The Company believes there is substantial
demand for such capacity. In addition, the Company believes that the
extra capacity on its tower footprints in the United States and the
United Kingdom will be highly desirable to new entrants into the
wireless communications industry. Such carriers are able to launch
service quickly and relatively inexpensively by designing the deployment
of their networks based on the Company's attractive existing tower
footprints. Further, the Company intends to selectively build and
acquire additional towers to improve the coverage of its existing tower
footprints to further increase their attractiveness. The Company intends
to use targeted sales and marketing techniques to increase utilization
of and investment return on its existing, newly constructed and acquired
towers.

. LEVERAGE EXPERTISE OF CCI AND CTI PERSONNEL TO IMPLEMENT GLOBAL GROWTH
STRATEGY. The Company is seeking to leverage the skills of its personnel
in the United States and the United Kingdom. The Company believes that
its ability to manage wireless communications and broadcast transmission
networks, including the transmission of signals, will be an important
competitive advantage in its pursuit of global growth opportunities.
With its wireless communications and broadcast transmission network
design and radio frequency engineering expertise, the Company is well
positioned (i) to partner with major wireless communications carriers to
assume ownership of their existing towers, (ii) to provide build-to-suit
towers for wireless communications carriers and broadcasters and (iii)
to acquire existing broadcast transmission networks that are being
privatized around the world.

. PARTNER WITH WIRELESS COMMUNICATIONS CARRIERS TO ASSUME OWNERSHIP OF
THEIR EXISTING TOWERS. The Company is seeking to partner with major
wireless communications carriers in order to assume ownership of their
existing towers directly or through joint ventures. The Company believes
the primary criteria of such carriers in selecting a company to own and
operate their wireless communications infrastructure will be the
company's perceived capability to maintain the integrity of their
networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing
end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure. The Company is
currently in discussions with major wireless communications carriers in
the United States to form joint ventures that would own and operate
their towers and believes that similar opportunities will arise globally
as the wireless communications industry further expands.

. PROVIDE BUILD-TO-SUIT TOWERS FOR WIRELESS COMMUNICATIONS CARRIERS AND
BROADCASTERS. As wireless communications carriers continue to expand and
fill-in their service areas, they will require additional communications
sites and will have to build new towers where co-location is not
available. Similarly, the introduction of DTV in the United States will
require the construction of new broadcasting towers to accommodate new
digital transmission equipment and analog transmission equipment
displaced from existing towers. The Company is aggressively pursuing
these build-to-suit opportunities, leveraging on its ability to offer
end-to-end services. In addition, the Company intends to pursue build-
to-suit opportunities through any joint venture or similar arrangement
it establishes in connection with the acquisition of existing towers
from wireless communications carriers.

. ACQUIRE EXISTING TRANSMISSION NETWORKS. In 1997, CTI successfully
acquired the privatized domestic broadcast transmission network of the
BBC. In addition, the Company is implementing the roll-out of digital
television transmission services throughout the United Kingdom. As a
result of this experience, the Company is well positioned to acquire
other state-owned analog and digital broadcast transmission networks
globally when opportunities arise. These state-owned broadcast
transmission networks typically enjoy premier sites giving an acquiror
the ability to offer unused antenna capacity to new and existing radio
and television broadcasters and wireless communications

carriers, as well as to install new technologies such as digital
terrestrial transmission services. In addition, the Company's experience
in broadcast transmission services allows the Company to consider, when
attractive opportunities arise, acquiring wireless transmission networks
as well as the acquisition of associated wireless communications
infrastructure. The Company is currently pursuing a number of
international acquisition and privatization opportunities.

. CAPITALIZE ON MANAGEMENT EXPERIENCE. The Company's management team has
extensive experience in the tower industry and in the management of
broadcast transmission networks. Many of the senior executives have
worked together for an extended period, which enables them to leverage
their collective strengths in a rapidly changing industry environment.
In addition, management is highly motivated to produce strong operating
results based on their stock ownership in the Company.

BACKGROUND

Founded in 1994, the Company acquired 127 towers located in Texas, Colorado,
New Mexico, Arizona, Oklahoma and Nevada from Pittencrieff Communications,
Inc. ("PCI") in 1995. The Company subsequently continued to build its business
through a variety of transactions, including (i) the acquisition in 1996 of
Motorola's SMR and microwave system (the "Puerto Rico System") in Puerto Rico,
which included 15 communication sites (the "Puerto Rico Acquisition"), (ii)
the purchase through a series of transactions in 1996 and 1997 of TEA Group
Incorporated ("TEA"), a leading domestic and international site acquisition
firm (the "TEA Acquisition"), and (iii) the purchase in February 1997 of a
34.3% ownership interest in CTI (the "CTI Investment").

In August 1997, the Company enhanced its tower footprints and domestic
network services offering by consummating the acquisition of the assets of
Crown Communications (a proprietorship owned by Robert A. and Barbara Crown),
and a merger of subsidiaries of the Company with and into Crown Network
Systems, Inc. ("CNSI") and Crown Mobile Systems, Inc. ("CMSI"). The
acquisition of the assets of Crown Communications and the merger of
subsidiaries of the Company with and into CNSI and CMSI are collectively
referred to herein as the "Crown Merger". The assets acquired through the
Crown Merger included 61 owned towers and exclusive rights to lease antenna
space on 147 other towers and rooftop sites, most of which are located in and
around the greater Pittsburgh area, giving the Company a significant presence
in that market. The remaining acquired sites are located in other areas of
Pennsylvania, West Virginia, Kentucky, Ohio and Delaware.

THE ROLL-UP

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the consummation of the Offering, (i) the
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will exchange its shares of capital stock of CTSH for shares of Class
A Common Stock of the Company (collectively, the "Exchange"). Upon
consummation of the Exchange, the Company will own 80.0% of CTSH and TdF will
own the remaining 20.0%. Concurrently with the Exchange, (i) each share of the
Company's existing Class A Common Stock will be exchanged for shares of
Common Stock, (ii) each share of the Company's Class B Common Stock will be
exchanged for one share of Common Stock, (iii) each share of the Company's
Series A Convertible Preferred Stock will be exchanged for shares of Common
Stock, (iv) each share of the Company's Series B Convertible Preferred Stock
will be exchanged for shares of Common Stock and (v) each share of the
Company's Series C Convertible Preferred Stock will be exchanged for shares
of Common Stock. The Exchange and the transactions set forth in clauses (i)
through (v) in the preceding sentence are collectively referred to herein as
the "Roll-Up". See "The Roll-Up".

Upon the consummation of the Offering, after giving effect to the Roll-Up,
TdF will beneficially own % of the Company's Common Stock, the Candover
Group (as defined) will beneficially own % of the Company's Common Stock,
the Berkshire Group (as defined) will beneficially own % of the Company's
Common Stock, the Centennial Group (as defined) will beneficially own % of
the Company's Common

Stock, the Crown Parties will beneficially own % of the Company's Common
Stock and management of the Company (excluding Mr. Crown) will beneficially own
% of the Company's Common Stock. See "Ownership of Capital Stock".

In connection with the Roll-Up, TdF will gain certain significant governance
and other rights with respect to the Company and the CTI business. Subject to
certain conditions, TdF's consent will be required for the Company or CTI to
undertake certain actions, including making certain acquisitions or
dispositions, entering into strategic alliances with certain parties and
engaging in certain business combinations. See "Risk Factors--Risks Related to
Agreements with TdF" and "The Roll-Up--Roll-Up Agreements".

In addition, subject to certain conditions, (i) during the two year period
following consummation of the Offering, TdF will have the right to exchange its
shares of capital stock of CTSH for shares of Class A Common Stock of the
Company at the Exchange Ratio (as defined) and (ii) on the second anniversary
of the consummation of the Offering, the Company will have the right to require
TdF to exchange its shares of capital stock of CTSH for shares of Class A
Common Stock of the Company at the Exchange Ratio; provided, however, that in
each case TdF will retain its governance rights with respect to CTI until its
ownership interest in the Company falls below 5%. After giving effect to such
an exchange and the exchange of such shares and DFI's shares of Class A Common
Stock for shares of Common Stock, upon consummation of the Offering, TdF would
beneficially own % of the Company's Common Stock. See "Risk Factors--Risks
Related to Agreements with TdF", "The Roll-Up--Roll-Up Agreements" and
"Description of Capital Stock".

RECENT FINANCINGS

On October 31, 1997, Castle Tower Corporation ("CTC"), then a wholly owned
subsidiary of CCIC, borrowed approximately $94.7 million (the "October Bank
Financing") under a Loan Agreement dated April 26, 1995, as amended on June 26,
1996, January 17, 1997, April 3, 1997 and October 31, 1997 (the "Senior Credit
Facility"). In addition, concurrently with the October Bank Financing, CCIC
privately placed $36.5 million of senior convertible preferred stock (the
"Senior Convertible Preferred Stock") and warrants to purchase shares of Common
Stock of CCIC. The proceeds of the October Bank Financing and the private
placement of Senior Convertible Preferred Stock were used to repay a seller
note issued in connection with the Crown Merger, to repay loans outstanding
under a credit agreement at Crown Communications and to pay related fees and
expenses. The October Bank Financing, the private placement of the Senior
Convertible Preferred Stock and the application of the proceeds therefrom are
collectively referred to herein as the "October Refinancing".

On November 20, 1997, the Company privately placed (the "1997 Notes
Offering") $251.0 million principal amount at maturity ($150,010,150 initial
accreted value) of its 10 5/8% Senior Discount Notes due 2007 (the "Notes").
The net proceeds to the Company from the 1997 Notes Offering were used to repay
substantially all outstanding indebtedness of the Company, including the
approximately $94.7 million of indebtedness incurred under the Senior Credit
Facility in connection with the October Refinancing, and to pay related fees
and expenses with the balance being used for general corporate purposes. The
October Refinancing, the 1997 Notes Offering and the application of the net
proceeds from the 1997 Notes Offering, are collectively referred to herein as
the "1997 Refinancing".

----------------

The Company's principal executive offices are located at 510 Bering Drive,
Suite 500, Houston, Texas 77057, telephone (713) 570-3000.

CORPORATE STRUCTURE

The following chart illustrates the organizational structure of the Company
after giving effect to the Roll-Up. See "Capitalization" and "The Roll-Up".

[FLOWCHART DEPICTING CORPORATE STRUCTURE AFTER THE ROLL-UP]

THE OFFERING

Common Stock offered by the Company(a):
U.S. Offering..................... shares
International Offering............ shares
-----
Total........................... shares
=====

Common Stock offered by the Selling Stockholder:
U.S. Offering..................... shares
International Offering............ shares
-----
Total........................... shares
=====

Common Stock to be outstanding
after the Offering:
Common Stock(b)................... shares
Class A Common Stock(c)........... shares

Voting Rights....................... Under the Company's Restated Certificate
of Incorporation, with respect to matters
on which the holders of the Company's
Common Stock have the right to vote,
stockholder approval generally will
require the affirmative vote of the
holders of a majority of the voting power
of the Company, with the holders of the
Common Stock and the Class A Common Stock
voting together as a single class.
However, certain specified actions will
require the approval of the holders of a
majority of the Class A Common Stock. In
addition, the holders of the Class A
Common Stock, voting as a separate class,
will have the right to elect up to two
members of the Company's Board of
Directors and will not vote in the
election of directors by the holders of
the Company's other voting stock entitled
to vote in the election of directors. See
"The Roll-Up" and "Description of Capital
Stock".

Use of Proceeds..................... The proceeds of the Offering will be used
for the redemption of 50% of the
outstanding shares of the Senior
Convertible Preferred Stock, working
capital and general corporate purposes
including (i) acquisitions and (ii)
capital expenditures associated with (A)
the buildout of new infrastructure in the
United Kingdom to support DTT and (B) the
construction of new towers.

Proposed Stock Symbol............ " "

(Footnotes on following page)

- --------
(a) Excludes shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.
(b) Does not include (i) shares of Common Stock issuable pursuant to
options outstanding prior to the Offering, (ii) shares of Common Stock
reserved for issuance upon exercise of outstanding warrants or (iii)
shares of Common Stock reserved for issuance under the Company's Stock
Option Plans. See "Management--Compensation of Directors and Executive
Officers", "Management--Stock Option Plans", "Certain Relationships and
Related Transactions" and "Description of Capital Stock--Warrants".
(c) Upon consummation of the Roll-Up, all outstanding shares of Class A Common
Stock initially will be owned by DFI.

RISK FACTORS

Prospective purchasers of the Common Stock should carefully consider the
factors set forth under "Risk Factors" immediately following this Prospectus
Summary, as well as the other information set forth in this Prospectus.

SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA

The unaudited pro forma financial and other data set forth below have been
derived from the Pro Forma Financial Statements (as defined) included elsewhere
in this Prospectus. The pro forma statement of operations data and other data
for the year ended December 31, 1997, give effect to the Transactions (as
defined under "Unaudited Pro Forma Condensed Consolidated Financial
Statements") as if they had occurred on January 1, 1997. The pro forma
statement of operations data and other data for the three months ended March
31, 1998, give effect to the Roll-Up and the Offering as if they had occurred
on January 1, 1998. The pro forma balance sheet data give effect to the Roll-Up
and the Offering as if they had occurred on March 31, 1998. The information set
forth below should be read in conjunction with "Unaudited Pro Forma Condensed
Consolidated Financial Statements", "Selected Financial and Other Data of
CCIC", "Selected Financial and Other Data of Crown", "Selected Financial and
Other Data of CTI", "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated financial statements
and the notes thereto of CCIC, Crown and CTI included elsewhere in this
Prospectus.

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental and broadcast transmission............. $126,482 $35,871
Network services and other......................... 54,454 10,059
-------- --------
Total net revenues............................... 180,936 45,930
-------- --------
Costs of operations:
Site rental and broadcast transmission(a).......... 57,440 14,909
Network services and other......................... 31,296 6,358
-------- --------
Total costs of operations........................ 88,736 21,267
-------- --------
General and administrative.......................... 19,983 5,725
Corporate development(b)............................ 3,507 3,634
Depreciation and amortization....................... 82,650 22,002
-------- --------
Operating income (loss)............................. (13,940) (6,698)
Other income (expense):
Interest and other income.......................... 1,321 979
Interest expense and amortization of deferred (38,308) (9,887)
financing costs...................................
-------- --------
Income (loss) before income taxes and minority (50,927) (15,606)
interests .........................................
Provision for income taxes.......................... (50) (13)
Minority interests.................................. (1,320) (341)
-------- --------
Net income (loss)................................... (52,297) (15,960)
Dividends on Senior Convertible Preferred Stock..... (4,167) (1,028)
-------- --------
Net income (loss) after deduction of dividends on $(56,464) $(16,988)
Senior Convertible Preferred Stock.................
======== ========
Loss per common share:
Basic.............................................. $ $
======== ========
Diluted............................................ $ $
======== ========
Common shares outstanding:
Basic..............................................
======== ========
Diluted............................................
======== ========
OTHER DATA:
Site data(c):
Towers and rooftop sites at beginning of period.... 1,210 1,254
Towers acquired during the period.................. -- 46
Towers constructed during the period............... 33 37
Addition of managed towers and revenue producing
rooftop sites during the period(d)................ 11 3
-------- --------
Towers and rooftop sites at end of period.......... 1,254 1,340
======== ========

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
(DOLLARS IN THOUSANDS)

EBITDA(e):
Site rental and broadcast $ 60,085 $ 18,980
transmission..........................
Network services and other............. 12,132 (42)
Corporate development expenses(b)...... (3,507) (3,634)
--------- ---------
Total EBITDA......................... $ 68,710 $ 15,304
========= =========
Capital expenditures.................... $ 56,458 $ 36,834
Summary cash flow information:
Net cash provided by operating 61,193 690
activities............................
Net cash used for investing (234,299) (36,656)
activities............................
Net cash provided by financing 242,241 34,015
activities............................

AS OF MARCH 31, 1998
------------------------------------
PRO FORMA PRO FORMA
HISTORICAL FOR FOR ROLL-UP
CCIC ROLL-UP AND OFFERING
---------- ------------ ------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents............... $ 53,395 $ 66,789 $ 312,352
Property and equipment, net............. 105,034 456,363 456,363
Total assets............................ 392,688 1,492,150 1,737,713
Total debt.............................. 187,299 436,516 436,516
Redeemable preferred stock.............. 162,804 70,003 35,002(f)
Total stockholders' equity.............. 33,912 899,698 1,180,262
OTHER DATA:
Ratio of EBITDA to total interest
expense(g)............................. 0.24x 1.55x 1.55x
Ratio of total debt to EBITDA........... 42.18x 7.13x 7.13x
Ratio of net debt to EBITDA(h).......... 30.16x 6.04x 2.03x
Towers and rooftop sites................ 534 1,340 1,340

- --------
(a) Included in costs of operations for site rental and broadcast transmission
for the three months ended March 31, 1998 are non-cash compensation charges
for $1.1 million related to the issuance of stock options to certain
employees of CTI.
(b) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. Included in corporate development expenses for the three
months ended March 31, 1998 are non-cash compensation charges for $1.8
million related to the issuance of stock options to certain executives at
CTI.
(c) Represents the aggregate number of sites of CCIC and its acquired
businesses (including Crown) and CTI for each period.
(d) As of March 31, 1998, the Company had contracts with 1,347 buildings to
manage on behalf of such buildings the leasing of space for antennas on the
rooftops of such buildings. A revenue producing rooftop represents a
rooftop where the Company has arranged a lease of space on such rooftop
and, as such, is receiving payments in respect of its management contract.
The Company generally does not receive any payment for rooftops under
management unless the Company actually leases space on such rooftops to
third parties. As of March 31, 1998, the Company had 1,268 rooftop sites
under management throughout the United States that were not revenue
producing rooftops but were available for leasing to customers.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of the Company's ability to
meet debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, the Company's measure of EBITDA may not be
comparable to similarly titled measures of other companies.
(f) Represents 50% of the outstanding shares of the Senior Convertible
Preferred Stock privately placed by CCIC in August 1997 and October 1997
(the remaining 50% of which will be redeemed by the Company with a portion
of the net proceeds of the Offering), which is mandatorily redeemable on
February 24, 2008.
(g) Total interest expense for the three months ended March 31, 1998 includes
amortization of deferred financing costs and discount of $4.2 million for
CCIC and $0.2 million for CTI.
(h) Net debt represents total debt less cash and cash equivalents.

SUMMARY FINANCIAL AND OTHER DATA OF CCIC

The unaudited pro forma financial and other data for CCIC set forth below for
the year ended December 31, 1997 have been derived from the Pro Forma Financial
Statements included elsewhere in this Prospectus and give effect to the
Acquisitions and the 1997 Refinancing (as defined under "Unaudited Pro Forma
Condensed Consolidated Financial Statements") as if they had occurred on
January 1, 1997. The summary historical consolidated balance sheet data for
CCIC set forth below as of December 31, 1997, have been derived from the
consolidated financial statements of CCIC, which have been audited by KPMG Peat
Marwick LLP, independent certified public accountants. The summary historical
consolidated financial and other data for CCIC set forth below for the three
months ended March 31, 1998, and as of March 31, 1998, have been derived from
the unaudited consolidated financial statements of CCIC, which include all
adjustments that the Company considers necessary for a fair presentation of the
financial position and results of operations for that period. Operating results
for the three months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the entire year. The information set forth
below should be read in conjunction with "Unaudited Pro Forma Condensed
Consolidated Financial Statements", "Selected Financial and Other Data of
CCIC", "Selected Financial and Other Data of Crown", "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and the notes thereto of CCIC and Crown
included elsewhere in this Prospectus.

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
PRO FORMA HISTORICAL
------------ ------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental......................................... $ 15,560 $ 5,061
Network services and other.......................... 41,291 6,776
-------- -------
Total net revenues.................................. 56,851 11,837
-------- -------
Costs of operations:
Site rental......................................... 3,634 1,172
Network services and other.......................... 25,306 4,421
-------- -------
Total costs of operations........................... 28,940 5,593
-------- -------
General and administrative........................... 11,254 3,803
Corporate development(a)............................. 3,507 1,331
Depreciation and amortization........................ 13,189 3,604
-------- -------
Operating income (loss).............................. (39) (2,494)
Other income (expense):
Equity in earnings (losses) of unconsolidated
affiliate.......................................... (1,274) (99)
Interest and other income........................... 769 706
Interest expense and amortization of deferred
financing costs.................................... (17,835) (4,706)
-------- -------
Income (loss) before income taxes.................... (18,379) (6,593)
Provision for income taxes........................... (50) (13)
-------- -------
Net income (loss).................................... (18,429) (6,606)
Dividends on Senior Convertible Preferred Stock...... (8,333) (2,055)
-------- -------
Net income (loss) after deduction of dividends on
Senior Convertible Preferred Stock.................. $(26,762) $(8,661)
======== =======
Loss per common share:
Basic............................................... $ $
======== =======
Diluted............................................. $ $
======== =======
Common shares outstanding:
Basic...............................................
======== =======
Diluted.............................................
======== =======

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
PRO FORMA HISTORICAL
------------ ------------
(DOLLARS IN THOUSANDS)

OTHER DATA:
Site data(b):
Towers and rooftop sites at beginning of period..... 410 453
Towers acquired during the period................... -- 46
Towers constructed during the period................ 32 32
Addition of managed towers and revenue producing
rooftop sites during the period(c)................. 11 3
--------- --------
Towers and rooftop sites at end of period........... 453 534
========= ========
EBITDA(d):
Site rental......................................... $ 10,625 $ 3,490
Network services and other.......................... 6,032 (1,049)
Corporate development expenses(a)................... (3,507) (1,331)
--------- --------
Total EBITDA........................................ $ 13,150 $ 1,110
========= ========
Capital expenditures................................. $ 30,496 $ 24,539
Summary cash flow information:
Net cash provided by (used for) operating
activities......................................... 11,213 (2,951)
Net cash used for investing activities.............. (123,945) (24,539)
Net cash provided by financing activities........... 168,425 25,807

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ ------------
HISTORICAL HISTORICAL
------------ ------------
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 55,078 $53,395
Property and equipment, net........................... 81,968 105,034
Total assets.......................................... 371,391 392,688
Total debt............................................ 156,293 187,299
Redeemable preferred stock(e)......................... 160,749 162,804
Total stockholders' equity............................ 41,792 33,912

- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers.
(b) Represents the aggregate number of sites of CCIC and its acquired
businesses (including Crown) for each period.
(c) As of March 31, 1998, CCIC had contracts with 1,347 buildings to manage on
behalf of such buildings the leasing of space for antennas on the rooftops
of such buildings. A revenue producing rooftop represents a rooftop where
CCIC has arranged a lease of space on such rooftop and, as such, is
receiving payments in respect of its management contract. CCIC generally
does not receive any payment for rooftops under management unless CCIC
actually leases space on such rooftops to third parties. As of March 31,
1998, CCIC had 1,268 rooftop sites under management throughout the United
States that were not revenue producing but were available for leasing to
customers.
(d) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CCIC's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CCIC's measure of EBITDA may not be comparable to
similarly titled measures of other companies.
(e) Represents (i) the Senior Convertible Preferred Stock privately placed by
CCIC in August 1997 and October 1997 (50% of which will be redeemed by the
Company with a portion of the net proceeds of the Offering), which is
mandatorily redeemable on February 24, 2008 and (ii) the Series A
Convertible Preferred Stock, the Series B Convertible Preferred Stock and
the Series C Convertible Preferred Stock privately placed by CCIC in April
1995, July 1996 and February 1997, respectively, all of which will be
converted into shares of Common Stock in connection with the Offering.

SUMMARY FINANCIAL AND OTHER DATA OF CTI

The summary historical financial and other data for CTI, which was 34.3%
owned by CCIC prior to the Roll-Up, presents (i) summary historical financial
and other data of the BBC Home Service Transmission Business (as defined) prior
to its acquisition by CTI (the "Predecessor") for the two months ended February
27, 1997, combined with summary historical consolidated financial and other
data of CTI after such acquisition for the ten months ended December 31, 1997,
and (ii) summary historical consolidated financial and other data of CTI as of
and for the three months ended March 31, 1998. The summary historical
consolidated financial and other data for the ten months ended December 31,
1997 have been derived from the consolidated financial statements of CTI for
the one month ended March 31, 1997 and the nine months ended December 31, 1997,
which have been audited by KPMG, Chartered Accountants. The summary historical
consolidated financial and other data as of and for the three months ended
March 31, 1998 have been derived from the unaudited consolidated financial
statements of CTI, which include all adjustments that CTI considers necessary
for a fair presentation of the financial position and results of operations for
that period. The results of operations for the one month ended March 31, 1997,
the nine months ended December 31, 1997 and the three months ended March 31,
1998 are not necessarily indicative of the results of operations of CTI that
may be expected for the entire year. This information reflects financial data
for CTI as a whole, is not limited to that portion of the financial data
attributable to CCIC's percentage ownership of CTI prior to the Roll-Up and is
not indicative of any distributions or dividends that CCIC might receive in the
future. CTI is subject to significant restrictions on its ability to make
dividends and distributions to CCIC. See "Risk Factors--Holding Company
Structure; Dependence on Dividends to Meet Cash Requirements or Pay Dividends".
The information set forth below should be read in conjunction with "Selected
Financial and Other Data of CTI", "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Results of Operations--CTI" and
the consolidated financial statements and the notes thereto of CTI included
elsewhere in this Prospectus.

THREE MONTHS
YEAR ENDED THREE MONTHS YEAR ENDED, ENDED
DECEMBER 31, ENDED DECEMBER 31, MARCH 31,
1997 MARCH 31, 1998 1997(A) 1998(A)
--------------- -------------- ------------ ------------
(POUNDS STERLING IN THOUSANDS) (DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA (under U.S. GAAP):
Net revenues:
Site rental and
broadcast
transmission.......... (Pounds) 67,709 (Pounds)18,719 $110,922 $30,810
Network services and
other................. 8,281 2,055 13,558 3,382
--------------- -------------- -------- -------
Total net revenues.... 75,990 20,774 124,480 34,192
--------------- -------------- -------- -------
Costs of operations:
Site rental and
broadcast
transmission(b)....... 32,845 8,346 53,806 13,737
Network services and
other................. 3,656 1,177 5,990 1,937
--------------- -------------- -------- -------
Total costs of
operations........... 36,501 9,523 59,796 15,674
--------------- -------------- -------- -------
General and
administrative......... 5,571 1,228 9,124 2,021
Corporate
development(c)......... -- 1,399 -- 2,303
Depreciation and
amortization........... 21,135 5,887 34,627 9,689
--------------- -------------- -------- -------
Operating income........ 12,783 2,737 20,933 4,505
Other income (expense):
Interest and other
income................ 337 166 552 273
Interest expense and
amortization of
deferred financing
costs................. (12,508) (3,148) (20,473) (5,181)
--------------- -------------- -------- -------
Income (loss) before
income taxes........... 612 (245) 1,012 (403)
Provision for income
taxes.................. -- -- -- --
--------------- -------------- -------- -------
Net income (loss)....... (Pounds) 612 (Pounds) (245) $ 1,012 $ (403)
=============== ============== ======== =======

THREE MONTHS
YEAR ENDED THREE MONTHS YEAR ENDED, ENDED
DECEMBER 31, ENDED DECEMBER 31, MARCH 31,
1997 MARCH 31, 1998 1997 (A) 1998 (A)
--------------- -------------- ------------ ------------
(POUNDS STERLING IN THOUSANDS) (DOLLARS IN THOUSANDS)

OTHER DATA (under U.S.
GAAP):
Site data:
Towers and rooftop
sites at beginning of
period................ 800 801
Towers constructed
during the period..... 1 5
--------- --------
Towers and rooftop
sites at end of
period................ 801 806
========= ========
EBITDA(d):
Site rental and
broadcast
transmission.......... (Pounds) 29,948 (Pounds) 9,351 $ 49,065 $ 15,391
Network services and
other................. 3,970 672 6,495 1,106
Corporate development
expenses(c)........... -- (1,399) -- (2,303)
--------------- -------------- --------- --------
Total EBITDA.......... (Pounds) 33,918 (Pounds) 8,624 $ 55,560 $ 14,194
=============== ============== ========= ========
Capital expenditures.... (Pounds) 15,820 (Pounds) 7,470 $ 25,972 $ 12,295
Summary cash flow
information:
Net cash provided by
operating activities.. 30,426 2,212 49,980 3,641
Net cash used for
investing activities.. (67,557) (7,362) (110,354) (12,117)
Net cash provided by
financing activities.. 45,283 4,987 73,816 8,208

AS OF MARCH 31, 1998 AS OF MARCH 31, 1998
-------------------- --------------------
(POUNDS STERLING (DOLLARS
IN THOUSANDS) IN THOUSANDS)

BALANCE SHEET DATA (under U.S.
GAAP):
Cash and cash equivalents........... (Pounds)7,989 $ 13,394
Property and equipment, net......... 209,561 351,329
Total assets........................ 274,833 460,758
Total debt.......................... 148,653 249,217
Redeemable preference shares........ 106,962 179,322
Ordinary shareholders' equity
(deficit).......................... (4,644) (7,786)

- --------
(a) CTI publishes its consolidated financial statements in pounds sterling. For
the convenience of the reader, the information set forth above contains
translations of pound sterling amounts into U.S. dollars at the average
Noon Buying Rate for the periods presented (ranging from (Pounds)1.00 =
$1.6247 to (Pounds)1.00 = $1.6605) and at the Noon Buying Rate on March 31,
1998, of (Pounds)1.00 = $1.6765. No representation is made that the pound
sterling amounts have been, could have been or could be converted into U.S.
dollars at the rates indicated or any other rates. On May 29, 1998, the
Noon Buying Rate was (Pounds)1.00 = $1.6308.

(b) Included in costs of operations for site rental and broadcast transmission
for the three months ended March 31, 1998 are non-cash compensation charges
for (Pounds)0.7 million ($1.1 million) related to the issuance of stock
options to certain executives and employees.

(c) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. Included in corporate development expenses for the three
months ended March 31, 1998 are non-cash compensation charges for
(Pounds)1.1 million ($1.8 million) related to the issuance of stock options
to certain executives at CTI.

(d) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CTI's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CTI's measure of EBITDA may not be comparable to
similarly titled measures of other companies.

RISK FACTORS

Prospective investors should consider carefully the risk factors set forth
below, as well as the other information appearing in this Prospectus, before
making any investment in the Common Stock.

MANAGING INTEGRATION AND GROWTH

The Company's ability to implement its growth strategy depends, in part, on
its successes in integrating its acquisitions, investments, joint ventures and
strategic alliances into the Company's operations. The Company has grown
significantly over the past eighteen months through acquisitions. The Crown
Merger in August 1997 was significantly larger than the Company's previous
acquisitions and represented a substantial increase in the scope of the
Company's business. Crown's revenues for fiscal 1996 were $19.4 million. In
contrast, CCIC's revenues for fiscal 1996 were $6.2 million. Similarly, the
Roll-Up will result in the Company having majority ownership of CTI, which had
consolidated revenues in the twelve months ended December 31, 1997 of
(Pounds)76.0 million ($124.5 million). Successful integration of these
transactions will depend primarily on the Company's ability to manage their
combined operations and to integrate their existing management with and into
CCIC's management. There can be no assurance that the Company can successfully
integrate these acquired businesses or any future acquisitions into its
business or implement its plans without delay and any failure or any inability
to do so may have a material adverse effect on the Company's financial
condition and results of operations.

Implementation of the Company's acquisition strategy may impose significant
strains on the Company's management, operating systems and financial
resources. Failure by the Company to manage its growth or unexpected
difficulties encountered during expansion could have a material adverse effect
on the Company's financial condition and results of operations. The pursuit
and integration of acquisitions, investments, joint ventures and strategic
alliances will require substantial attention from the Company's senior
management, which will limit the amount of time available to devote to the
Company's existing operations. Future acquisitions by the Company could result
in the incurrence of substantial amounts of debt and contingent liabilities
and an increase in amortization expenses related to goodwill and other
intangible assets, which could have a material adverse effect upon the
Company's financial condition and results of operations.

SUBSTANTIAL LEVERAGE; RESTRICTIONS IMPOSED BY THE TERMS OF THE COMPANY'S
INDEBTEDNESS

The Company is highly leveraged. As of March 31, 1998, after giving pro
forma effect to the Roll-Up, the Company had total consolidated indebtedness
of approximately $436.5 million, total redeemable preferred stock of $70.0
million and total stockholders' equity of approximately $899.7 million. Also,
after giving pro forma effect to the Roll-Up, the Company's earnings would
have been insufficient to cover fixed charges by $50.9 million for fiscal
1997. CCIC and its subsidiaries will be permitted to incur additional
indebtedness in the future. See "Capitalization", "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and "Description of Certain Indebtedness".

The degree to which the Company is leveraged could have significant adverse
consequences to the Company, including, but not limited to: (i) increasing the
Company's vulnerability to general adverse economic and industry conditions,
(ii) limiting the Company's ability to obtain additional financing to fund
future working capital, capital expenditures and other general corporate
requirements, (iii) requiring the dedication of a substantial portion of the
Company's cash flow from operations to the payment of principal of, and
interest on, its indebtedness, thereby reducing the availability of such cash
flow to fund working capital, capital expenditures or other general corporate
purposes, (iv) limiting the Company's flexibility in planning for, or reacting
to, changes in its business and the industry, and (v) placing the Company at a
competitive disadvantage vis-a-vis less leveraged competitors. See
"Capitalization", "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources" and "Description
of Certain Indebtedness".

The Company's ability to meet its debt service or to fund planned capital
expenditures, will depend on its future performance, which, to a certain
extent, is subject to general economic, financial, competitive, legislative,

regulatory and other factors that are beyond its control. The Company's
business strategy contemplates substantial capital expenditures in connection
with the expansion of its tower footprints. Based on the Company's current
operations and anticipated revenue growth, management believes that cash flow
from operations and available cash, together with the net proceeds of the
Offering and available borrowings under the Senior Credit Facility and CTI
Credit Facility, will be sufficient to fund the Company's anticipated capital
expenditures for the foreseeable future. However, in the event the Company
consummates any significant acquisitions or exceeds its currently anticipated
capital expenditures, the Company anticipates that it will need to seek
additional equity or debt financing to fund its business plan. Failure to
obtain any such financing could require the Company to significantly reduce
its planned capital expenditures and could have a material adverse effect on
the Company's ability to achieve its business strategy. In addition, the
Company may need to refinance all or a portion of its indebtedness on or prior
to its scheduled maturity. There can be no assurance that the Company will
generate sufficient cash flow from operations in the future, that anticipated
revenue growth will be realized or that future borrowings, equity
contributions or loans from affiliates will be available in an amount
sufficient to service its indebtedness and make anticipated capital
expenditures. In addition, there can be no assurance that the Company will be
able to effect any required refinancings of its indebtedness on commercially
reasonable terms or at all. See "--Holding Company Structure; Dependence on
Dividends to Meet Cash Requirements or Pay Dividends" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations".

The terms of the Company's debt instruments contain numerous restrictive
covenants, including but not limited to covenants that restrict the ability of
the Company and its subsidiaries to incur indebtedness, pay dividends, create
liens, sell assets and engage in certain mergers and acquisitions. In
addition, some of such indebtedness requires certain of the Company's
subsidiaries to maintain certain financial ratios. The ability of the Company
to comply with the covenants and other terms of its indebtedness and to
satisfy its respective debt obligations will depend on the future operating
performance of the Company. In the event the Company fails to comply with the
various covenants contained in its debt instruments, it would be in default
thereunder, and in certain of such cases, the maturity of substantially all of
its long-term indebtedness could be accelerated. See "Description of Certain
Indebtedness".

RISKS RELATED TO AGREEMENTS WITH TDF

In connection with the Roll-Up, the Company has entered into certain
agreements with TdF that grant TdF certain significant protective rights with
respect to the governance of the Company and CTI, the ownership of CTI and the
disposition of its shares in the Company and CTI. See "The Roll-Up".

Governance Rights. The Company has granted to TdF certain rights with
respect to the governance of the Company, including (i) the ability to
prohibit the Company from entering into certain material transactions,
(ii) the issuance to TdF of shares of Class A Common Stock, which gives TdF
the right to elect up to two of the twelve members of the Company's Board of
Directors, and (iii) subject to certain conditions, the inclusion on each of
the executive committee and the nominating committee of the Company's Board of
Directors of at least one director elected by TdF. In addition to its
governance rights with respect to the Company, TdF has significant governance
rights with respect to CTI which, after giving effect to the Roll-Up, would
have accounted for approximately 68.8% of the Company's revenues in 1997.
TdF's rights with respect to CTI are generally characteristic of the rights of
a 50% partner to a joint venture.

While TdF's rights with respect to the governance of the Company and CTI are
subject to certain limitations and forfeiture by TdF in certain circumstances,
during the period in which such rights are exercisable by TdF, such rights
will give TdF and its affiliates, including France Telecom, the ability to
exert significant control over the governance of the Company and CTI. The
exercise of such rights by TdF may be contrary to the interests of the
Company's other stockholders generally, and may prevent the Company and/or CTI
from entering into transactions that the Company's Board of Directors deems to
be in the best interests of the Company and its stockholders. See "--Anti-
Takeover Provisions".

CTSH Option. In addition to TdF's governance rights with respect to the
Company and CTI described above, in the event of (i) the sale of all or
substantially all of the Company's assets, (ii) a merger, consolidation or
similar transaction that would result in any person owning more than 50% of
the Company's voting power or equity securities, (iii) an unsolicited
acquisition by any person of more than 25% (or 30% if the Company elects by
notice in writing to TdF) of such securities or (iv) certain other
circumstances relating to an acquisition by any person that would give rise to
a right of the BBC to terminate the BBC Analog Transmission Contract (as
defined) or the BBC Digital Transmission Contract (as defined) (each, a
"Triggering Event"), which Triggering Event is not approved by TdF, TdF will
have the right, subject to certain conditions, to acquire all of the Company's
shares of capital stock of CTSH or to require the Company to purchase all of
TdF's shares of capital stock of CTSH, in each case at fair market value.
Further, immediately prior to the occurrence of a Triggering Event, TdF will
have the right to require the Company to purchase 50% of the Class A Common
Stock held by TdF and its affiliates in cash at a price per share equal to the
price to be paid upon consummation of the Triggering Event. See "The Roll-up".

TdF's right to purchase the Company's shares of CTSH upon a Triggering Event
may have the effect of preventing a change of control of the Company. If the
Company were required to sell its shares in CTSH to TdF, it would no longer
own or conduct the CTI business. Alternatively, if the Company were required
to purchase all of TdF's shares of CTSH and/or purchase 50% of the Class A
Common Stock of TdF and its affiliates, there can be no assurance that the
Company would have the necessary funds to do so or that such purchase would be
permitted under the terms of the indenture related to the Notes. If the
Company did not have sufficient funds to purchase TdF's shares of capital
stock of CTSH or Class A Common Stock, the Company would need to seek
additional financing. There can be no assurance that any such financing could
be obtained on terms acceptable to the Company, or at all. In the absence of
such financing, the Company could be forced to dispose of other assets under
circumstances that might not be favorable to realizing the highest price for
such assets in order to obtain the funds to purchase the TdF shares. In
addition, the obligation to purchase the TdF shares could result in an event
of default under the terms of the Company's outstanding indebtedness.

Liquidity Rights. If prior to the second anniversary of the consummation of
the Roll-Up (i) TdF has not exchanged its shares of capital stock of CTSH in
accordance with the Governance Agreement (as defined) or (ii) TdF has ceased
to be Qualified (as defined) for purposes of the Governance Agreement, TdF
will thereafter have the right to require the Company to purchase all of TdF's
shares of capital stock of CTSH at their fair market value. The Company may
elect to pay for such shares either (i) in cash or (ii) in shares of its
Common Stock at a discount of 15% to their market value. See "The Roll-up".
There can be no assurance that the Company will have sufficient funds to
purchase such shares for cash in connection with any put of TdF's shares of
capital stock of CTSH or Class A Common Stock. If the Company does not have
sufficient funds for such purchase, it would either have to seek additional
financing or purchase such shares with its Common Stock. There can be no
assurance that any such financing could be obtained on terms acceptable to the
Company, if at all. If the Company were to issue shares of its Common Stock to
effect the purchase, such issuance would result in dilution of the Company's
other stockholders, could adversely affect the market price of the Common
Stock and could impair the Company's ability to raise additional capital
through the sale of its equity securities. See "--Dilution".

HOLDING COMPANY STRUCTURE; DEPENDENCE ON DIVIDENDS TO MEET CASH REQUIREMENTS
OR PAY DIVIDENDS

CCIC is a holding company with no business operations of its own. CCIC's
only significant asset is the outstanding capital stock of its subsidiaries.
CCIC conducts all its business operations through its subsidiaries.
Accordingly, CCIC's only source of cash to pay dividends or make other
distributions on its capital stock is distributions with respect to its
ownership interest in its subsidiaries from the net earnings and cash flow
generated by such subsidiaries. CCIC currently expects that the earnings and
cash flow of its subsidiaries will be retained and used by such subsidiaries
in their operations, including to service their respective debt obligations.
Even if CCIC determined to pay a dividend on or make a distribution in respect
of the capital stock of its subsidiaries, there can be no assurance that
CCIC's subsidiaries will generate sufficient cash flow to pay such a dividend
or distribute such funds to CCIC or that applicable state law and contractual
restrictions, including

negative covenants contained in the debt instruments of such subsidiaries,
will permit such dividends or distributions. Furthermore, the terms of the
Senior Credit Facility and the Notes place restrictions on CCI's ability, and
the terms of the CTI Credit Facility (as defined) and the CTI Bonds (as
defined) place restrictions on CTI's ability, to pay dividends or to make
distributions, and in any event, such dividends or distributions may only be
paid if no default has occurred under the applicable instrument. In addition,
CCIC's subsidiaries will be permitted under the terms of their existing debt
instruments to incur certain additional indebtedness that may restrict or
prohibit the making of distributions, the payment of dividends or the making
of loans by such subsidiaries to CCIC. See "--Substantial Leverage;
Restrictions Imposed by the Terms of the Company's Indebtedness" and
"Description of Certain Indebtedness".

RISKS ASSOCIATED WITH CONSTRUCTION AND ACQUISITIONS OF TOWERS

The Company's growth strategy depends on its ability to construct, acquire
and operate towers in conjunction with the expansion of wireless
communications carriers. As of April 30, 1998, the Company had 26 towers under
construction and had plans to commence construction on an additional 168
towers by the end of 1998. The Company's ability to construct new towers can
be affected by a number of factors beyond its control, including zoning and
local permitting requirements and national regulatory approvals, availability
of construction equipment and skilled construction personnel and bad weather
conditions. In addition, as the concern over tower proliferation has grown in
recent years, certain communities have placed restrictions on new tower
construction or have delayed granting permits required for construction. There
can be no assurance that: (i) the Company will be able to overcome the
barriers to new construction; (ii) the number of towers planned for
construction will be completed in accordance with the requirements of the
Company's customers; or (iii) there will be a significant need for the
construction of new towers once the wireless communications carriers complete
their tower network infrastructure build-out. Further, the Company competes
with certain wireless communications carriers, broadcasters, site developers
and other independent tower owners and operators for acquisitions of towers,
and expects such competition to increase. Increased competition for
acquisitions may result in fewer acquisition opportunities for the Company, as
well as higher acquisition prices. The Company regularly explores acquisition
opportunities. However, there can be no assurance that the Company will be
able to identify suitable towers to acquire in the future. In addition, the
Company may need to seek additional debt or equity financing in order to fund
properties it seeks to acquire. The availability of additional financing
cannot be assured and depending on the terms of proposed acquisitions and
financing, could be restricted by the terms of the Company's debt instruments.
No assurance can be given that the Company will be able to identify, finance
and complete future construction and acquisitions on acceptable terms or that
the Company will be able to manage profitably and market under-utilized
capacity on additional towers. The extent to which the Company is unable to
construct or acquire additional towers, or manage profitably such tower
expansion, may have a material adverse effect on the Company's financial
condition and results of operation.

In addition, the time frame for the current wireless build-out cycle may be
limited to the next few years, and many PCS and PCN networks have already been
built out in large markets. A failure by the Company to move quickly and
aggressively to obtain growth capital and capture this infrastructure
opportunity could have a material adverse effect on the Company's financial
condition and results of operations.

DEPENDENCE ON DEMAND FOR WIRELESS COMMUNICATIONS; RISK ASSOCIATED WITH NEW
TECHNOLOGIES

Demand for the Company's site rentals is dependent on demand for
communication sites from wireless communications carriers, which, in turn, is
dependent on the demand for wireless services. Most types of wireless services
currently require ground-based network facilities, including communication
sites for transmission and reception. The extent to which wireless
communications carriers lease such communication sites depends on a number of
factors beyond the Company's control, including the level of demand for such
wireless services, the financial condition and access to capital of such
carriers, the strategy of carriers with respect to owning or leasing
communication sites, government licensing of broadcasting rights, changes in
telecommunications regulations and general economic conditions.

The wireless communications industry has undergone significant growth in
recent years. A slowdown in the growth of, or reduction in, demand in a
particular wireless segment could adversely affect the demand for
communication sites. For example, the Company anticipates that a significant
amount of its revenues over the next several years will be generated from
carriers in the PCS and PCN market and, as such, the Company will be subject
to downturns in PCS and PCN demand. Moreover, wireless communications carriers
often operate with substantial leverage, and financial problems for the
Company's customers could result in accounts receivable going uncollected, in
the loss of a customer and the associated lease revenue, or in a reduced
ability of these customers to finance expansion activities.

Finally, advances in technology, such as the development of new satellite
systems, could reduce the need for land-based transmission and reception
networks. The occurrence of any of these factors could have a material adverse
effect on the Company's financial condition and results of operations.

VARIABILITY IN DEMAND FOR NETWORK SERVICES

Demand for the Company's network services fluctuates from period to period
and within periods. These fluctuations are caused by a number of factors,
including the timing of customers' capital expenditures, annual budgetary
considerations of customers, the rate and volume of wireless communications
carriers' tower build-outs, timing of existing customer contracts and general
economic conditions. While such demand fluctuates, the Company must incur
certain costs, such as maintaining a staff of network services employees in
anticipation of future contracts, even when there may be no current business.
Consequently, the operating results of the Company's network services
businesses for any particular period may vary significantly, and should not be
considered as necessarily being indicative of longer-term results. For
example, the Company experienced a decline, as compared to the two previous
quarters, in demand for its network services business in the fourth quarter of
1997 and the first quarter of 1998. There can be no assurance that the demand
for such business will return to the level of the two previous quarters.
Furthermore, as wireless communications carriers complete their build-outs,
the need for the construction of new towers and the demand for certain network
services could decrease significantly and could result in fluctuations and,
possibly, significant declines in the Company's operating performance.

COMPETITION

The Company competes for site rental customers with (i) wireless
communications carriers that own and operate their own tower footprints and
lease, or may in the future decide to lease, antenna space to other carriers,
(ii) site development companies which acquire antenna space on existing towers
for wireless communications carriers and manage new tower construction, (iii)
other independent tower companies and (iv) traditional local independent tower
operators. Wireless communications carriers that own and operate their own
tower footprints generally are substantially larger and have greater financial
resources than the Company. The Company believes that tower location and
capacity, price, quality of service and density within a geographic market
historically have been and will continue to be the most significant
competitive factors affecting the site rental business.

The Company competes for acquisition and new tower construction
opportunities with wireless communications carriers, site developers and other
independent tower operators. The Company believes that competition for tower
acquisitions will increase and that additional competitors will enter the
tower market. These additional competitors may have greater financial
resources than the Company.

NTL, which owns the privatized engineering division of the IBA, is the
Company's principal competitor in the terrestrial broadcast transmission
market in the United Kingdom. There can be no assurance that the Company will
not encounter significant competition from NTL for its transmission business
with the BBC or BDB following the expiration of the Company's current
contracts with such broadcasters. See "--Reliance on Significant Agreements".

RELIANCE ON SIGNIFICANT AGREEMENTS

While the Company generally has a diverse customer base, the BBC, Nextel and
NTL accounted for approximately 45.9%, 9.6% and 6.6%, respectively, of the
Company's pro forma revenues for the three months ended March 31, 1998.

The Company's broadcast transmission business is substantially dependent on
contracts with the BBC. See "Business--U.K. Operations--Significant
Contracts". The prices that the Company may charge the BBC for analog
transmission services are subject to regulation by the U.K. Office of
Telecommunications ("OFTEL"). See "Regulation". The BBC Analog Transmission
Contract (as defined) expires on March 31, 2007, and the BBC Digital
Transmission Contract (as defined) will expire 12 years after the date on
which the Company commences digital terrestrial transmission services on a
commercial basis for the BBC, which is expected to be November 1, 1998. In
addition, the BBC Digital Transmission Contract may be terminated by the BBC
during the three-month period following the fifth anniversary of the Company's
commencement of digital terrestrial transmission services for the BBC if the
BBC's Board of Governors determines, in its sole discretion, that DTT in the
United Kingdom does not have sufficient viewership to justify continued DTT
broadcasts. There can be no assurance that the BBC will renew its contracts
with the Company upon expiration of the current contracts, that they will not
negotiate terms less favorable to the Company or that they would not seek to
obtain from third parties a portion of the transmission services currently
provided by the Company. The loss of the BBC contracts would have a material
adverse effect on the Company's business, results of operations and financial
condition.

As of April 30, 1998, the Company had constructed or purchased 92 towers for
Nextel, was in the process of constructing or receiving permits for 30 towers
for Nextel and had the option to construct or purchase up to 117 additional
towers for Nextel. See "Business--Significant Contracts". Nextel may terminate
the Nextel Agreement (as defined) if the Company fails to complete the
construction of towers within an agreed period or if Nextel exercises its
purchase option (following certain construction delays by the Company) for the
greater of five towers or 5% of the aggregate number of total sites committed
to within a rolling eight-month period. Furthermore, the Nextel Agreement may
be terminated by Nextel upon either the insolvency or liquidation of the
Company. The Nextel Agreement represents a significant part of the Company's
business strategy, and the Company expects Nextel to represent an even larger
portion of its business in the future. Termination of the Nextel Agreement
could have a material adverse effect on the Company's ability to achieve its
business strategy.

In order to optimize service coverage in the United Kingdom and enable
viewers to receive all analog UHF television services using one receiving
antenna, pursuant to the Site-Sharing Agreement (as defined), CTI and NTL made
arrangements to share all UHF television sites. Negotiations are in progress
between the Company and NTL to amend the Site-Sharing Agreement to account for
the build-out of digital transmission sites and equipment, a new rate card
related to site sharing fees for new digital facilities and revised operating
and maintenance procedures. The Site-Sharing Agreement may be terminated with
five years' prior notice by either of the parties and in certain other
circumstances and expires on December 31, 2005 or on any tenth anniversary of
that date. Although the Company does not anticipate that the Site-Sharing
Agreement will be terminated, there can be no assurance that such a
termination will not occur. Termination of the Site-Sharing Agreement could
have a material adverse effect on the Company's business.

REGULATORY COMPLIANCE AND APPROVAL

The Company is subject to a variety of foreign, federal, state and local
regulation. In the United States, both the FCC and the Federal Aviation
Authority (the "FAA") regulate towers and other sites used for wireless
communications transmitters and receivers. Such regulations control siting and
marking of towers and may, depending on the characteristics of the tower,
require registration of tower facilities. Wireless communications devices
operating on towers are separately regulated and independently licensed based
upon the regulation of the particular frequency used. Most proposals to
construct new antenna structures or to modify existing antenna structures are
reviewed by both the FCC and the FAA to ensure that a structure will not
present a hazard to

aviation. Owners of towers may have an obligation to paint them or install
lighting to conform to FCC standards and to maintain such painting or
lighting. Tower owners may also bear the responsibility for notifying the FAA
of any tower lighting failures. The Company generally indemnifies its
customers against any failure to comply with applicable standards. Failure to
comply with applicable requirements may lead to civil penalties or require the
Company to assume costly indemnification obligations. Local regulations
include city or other local ordinances, zoning restrictions and restrictive
covenants imposed by community developers. These regulations vary greatly, but
typically require tower owners to obtain approval from local officials or
community standards organizations prior to tower construction. Local
regulations can delay or prevent new tower construction or site upgrade
projects, thereby limiting the Company's ability to respond to customers'
demands. In addition, such regulations increase the costs associated with new
tower construction. There can be no assurance that existing regulatory
policies will not adversely affect the timing or cost of new tower
construction or that additional regulations will not be adopted which increase
such delays or result in additional costs to the Company. Such factors could
have a material adverse effect on the Company's financial condition and
results of operations.

In the United Kingdom, both OFTEL and the Radiocommunications Agency
regulate and monitor telecommunications and frequency licensing for sites used
for wireless communications transmitters and receivers. Site rental fees for
broadcasting (but not telecommunications) are also subject to price regulation
by OFTEL. Regulatory approvals required to construct or materially alter
towers include Civil Aviation Authority (the "CAA") approval, to ensure new
antenna structures do not present a hazard to aviation, and local government
planning authority clearance. In addition, international frequency clearance
may be required to avoid any potential European transmission interference.
Such regulation may delay, restrict or prevent such construction or
alteration, thereby limiting the Company's ability to respond to customers'
demands. There can be no assurance that existing regulatory policies will not
adversely affect the timing or cost of new tower construction or that
additional regulations will not be adopted which increase such delays or
result in additional costs to the Company. Such factors could have a material
adverse effect on the Company's financial condition and results of operations.

The Company's customers may also become subject to new regulations or
regulatory policies which adversely affect the demand for communication sites.
In addition, as the Company pursues international opportunities, it will be
subject to regulation in foreign jurisdictions.

The Company is also subject to laws and regulations relating to worker
health and safety. Failure to comply with such laws and regulations could have
a material adverse effect on the Company's business, results of operation, or
financial condition. See "Business--Regulatory Matters".

ENVIRONMENTAL MATTERS

The Company's operations are subject to foreign, federal, state and local
laws and regulations regarding the management, use, storage, disposal,
emission, release and remediation of, and exposure to, hazardous and
nonhazardous substances, materials or wastes ("Environmental Laws"). Under
certain Environmental Laws, the Company could be held strictly, jointly and
severally liable for the remediation of hazardous substance contamination at
its current or former facilities or at third-party waste disposal sites, and
also could be subject to personal injury or property damage claims related to
such contamination. Although the Company believes that it is in substantial
compliance with all applicable Environmental Laws, there can be no assurance
that the costs of compliance with existing or future Environmental Laws will
not have a material adverse effect on the Company's financial condition and
results of operations. See "Business--Environmental Matters".

PERCEIVED HEALTH RISKS ASSOCIATED WITH RADIO FREQUENCY EMISSIONS

The Company and the wireless communications carriers that utilize the
Company's towers are subject to government requirements and other guidelines
relating to radio frequency ("RF") emissions. The potential connection between
RF emissions and certain negative health effects, including some forms of
cancer, has been the subject of substantial study by the scientific community
in recent years. To date, the results of these studies have been inconclusive.
Although the Company has not been subject to any claims relating to RF
emissions, there can be no assurance that it will not be subject to such
claims. See "--Environmental Matters" and "Business--Regulatory and
Environmental Matters".

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

The Company conducts business in countries outside the United States, which
exposes the Company to fluctuations in foreign currency exchange rates. In
1997, after giving effect to the Roll-Up, approximately 68.8% of the Company's
consolidated revenues would have originated outside the United States, all of
which were denominated in currencies other than U.S. dollars (principally
pounds sterling). The Company has not historically engaged in significant
hedging activities with respect to its non-U.S. dollar operations.

The Company's international operations are subject to other risks, such as
the imposition of government controls, inflation, tariff or taxes and other
trade barriers, difficulties in staffing and managing international operations,
price, wage and exchange controls, and political, social and economic
instability. There can be no assurance that these and other factors will not
have a material adverse effect on the Company's financial condition or results
of operations.

DEPENDENCE ON PRINCIPAL EXECUTIVE OFFICERS

The Company's existing operations and continued future development are
dependent to a significant extent upon the performance and the active
participation of certain key individuals, including the senior management of
the Company and its subsidiaries. There can be no assurance that the Company
will be successful in retaining the services of these, or its other, key
personnel. The loss of the services of one or more of the Company's key
personnel could adversely affect the Company's financial condition and results
of operations. See "Management".

YEAR 2000 COMPLIANCE

The Company is in the process of conducting a comprehensive review of its
computer systems to identify which of its systems will have to be modified,
upgraded or converted to recognize and process dates after December 31, 1999
(the "Year 2000 Issue"), and is in the initial stages of developing an
implementation plan to resolve the issue. The Company expects to incur internal
staff costs, as well as other expenses, related to testing and updating its
systems to prepare for the Year 2000. The Company presently believes that, with
modifications and upgrades to existing software and successful conversion to
new software, the Year 2000 Issue will not pose significant operational
problems for the Company's systems as so modified, upgraded or converted.
Although the Company is in the initial phases of determining the impact of the
Year 2000 Issue, the Company anticipates it will be fully Year 2000 compliant
by September 1, 1999; however, any delays or omissions by the Company or its
customers, suppliers or contractors to resolve the Year 2000 Issue could
materially adversely affect the Company's business, financial condition or
results of operations. There can be no assurance that amounts to be spent on
addressing the Year 2000 Issue will not be material.

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Restated Certificate of Incorporation (the
"Certificate of Incorporation"), the Amended and Restated By-laws (the "By-
laws") and operative agreements entered into in connection with the Roll-Up
could make it more difficult for a third party to acquire, and could discourage
a third party from attempting to acquire, control of the Company. These
provisions include, but are not limited to, the right of the holders of the
Class A Common Stock to elect up to two members of the Board of Directors, a
staggered Board of Directors, the authorization of the Board to issue shares of
undesignated preferred stock in one or more series without the specific
approval of the holders of Common Stock (other than the holders of the Class A
Common Stock), the establishment of advance notice requirements for director
nominations and actions to be taken at annual meetings and the requirement that
the holders of the Class A Common Stock approve certain changes to the
Certificate of Incorporation or the By-laws. In addition, the By-laws permit
special meetings of the stockholders to be called only upon the request of a
majority of the Board of Directors, and deny stockholders the ability to call
such meetings. Pursuant to the Governance Agreement, subject to certain
conditions, TdF has the right to purchase the Company's shares of CTSH upon the
occurrence of a Triggering Event that is not approved by TdF. Such provisions,
as well as the provisions of Section 203 of the Delaware General Corporation
Law (to which the Company is subject), could impede a merger, consolidation,
takeover or other business combination

involving the Company or discourage a potential acquirer from making a tender
offer or otherwise attempting to obtain control of the Company. In certain
circumstances, the fact that corporate devices are in place that will inhibit
or discourage takeover attempts could reduce the market value of the Common
Stock. See "Description of Capital Stock", "--Risks Related to Agreements with
TdF" and "The Roll-Up".

BROAD DISCRETION IN APPLICATION OF PROCEEDS

A substantial portion of the estimated net proceeds from the Offering will
be allocated to the Company's working capital and general corporate purposes.
Due to the number and variability of factors that will be analyzed before the
Company determines how to use such net proceeds, the Company will have broad
discretion in allocating a significant portion of the net proceeds from the
Offering without any action or approval of the Company's stockholders.
Accordingly, investors will not have the opportunity to evaluate the economic,
financial and other relevant information that will be considered by the
Company in determining the application of such net proceeds. See "Use of
Proceeds".

SHARES ELIGIBLE FOR FUTURE SALE

Sales of a substantial number of shares of Common Stock after the Offering
could adversely affect the market price of the Common Stock and could impair
the Company's ability to raise capital through the sale of equity securities.
Upon completion of the Offering, the Company will have shares of Common
Stock outstanding. Of these shares, the shares sold in the Offering will
be freely transferable without restriction under the Securities Act, unless
they are held by "affiliates" of the Company as that term is used under the
Securities Act. See "Shares Eligible for Future Sale".

Approximately shares of Common Stock (including shares issuable upon
conversion or exercise of outstanding securities) outstanding and not issued
in the Offering will be subject to demand and piggyback registration rights.
In addition, shares of Common Stock issuable to TdF (or its affiliates)
pursuant to the exercise of certain rights under the Governance Agreement will
be subject to demand and piggyback registration rights. In connection with the
Offering and subject to certain exceptions, the Company and holders of such
securities have agreed with the Underwriters not to sell any shares of Common
Stock for a period of days after the date of this Prospectus without the
prior written consent of Lehman Brothers Inc. Any shares subject to such lock-
up agreements may be released at any time without notice with the consent of
the Underwriters. See "Underwriting".

DILUTION

Persons purchasing shares of Common Stock in the Offering will incur
immediate and substantial dilution in net tangible book value per share.
Assuming an initial public offering price of $ per share, purchasers of
shares in the Offering will experience dilution of $ per share. In
addition, pursuant to the CTSH Shareholders' Agreement (as defined), until the
second anniversary of the closing of the Roll-Up, TdF has the right, and in
certain circumstances the Company can require TdF, to exchange its CTSH shares
for Common Stock of the Company. Such exchange would be at the Exchange Ratio
(as defined) and, as a result, could result in substantial additional
dilution. To the extent that outstanding options and warrants to purchase
Common Stock are exercised, there could be substantial additional dilution.
See "--Risks Related to Agreements with TdF", "Dilution" and "The Roll-Up".

NO PRIOR MARKET FOR THE COMMON STOCK; POSSIBLE VOLATILITY OF SHARE PRICE

Prior to the Offering, there has been no public market for the Common Stock,
and there can be no assurance that an active trading market will develop upon
completion of the Offering or, if it does develop, that such market will be
sustained. The initial public offering price of the Common Stock will be
determined by negotiation among the Company and the representatives of the
Underwriters, and may not be representative of the price that will prevail in
the open market. See "Underwriting" for a discussion of the factors to be
considered in determining the initial public offering price.

The market price of the Common Stock after the Offering may be significantly
affected by factors such as quarterly variations in the Company's results of
operations, the announcement of new contracts by the Company or its
competitors, technological innovation by the Company or its competitors and
general market conditions specific to particular industries. Such fluctuations
may adversely affect the market price of the Common Stock.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of Common Stock
offered hereby are estimated to be approximately $281.5 million (approximately
$ million if the Underwriters' over-allotment option is exercised in full),
assuming a public offering price of $ per share and after deducting
estimated underwriting discounts, transaction fees and expenses of the
Offering payable by the Company. The net proceeds to the Company of the
Offering will be used for the redemption of 50% of the outstanding shares of
the Senior Convertible Preferred Stock, working capital and general corporate
purposes including (i) acquisitions and (ii) capital expenditures associated
with (A) the buildout of new infrastructure in the United Kingdom to support
DTT and (B) the construction of new towers.

DIVIDEND POLICY

No dividends have ever been paid by the Company on the Common Stock, and the
Company does not anticipate paying dividends in the foreseeable future. Any
determination to pay cash dividends in the future will be at the discretion of
the Company's Board of Directors and will depend upon the Company's results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at that time by the Company's Board of Directors.

The ability of the Company to pay dividends on the Common Stock is dependent
upon the ability of its subsidiaries to pay dividends, or other-wise loan,
advance or transfer funds, to the Company. The terms of the Company's
indebtedness impose limitations on the ability of the Company to pay dividends
or make other distributions on its capital stock. See "Risk Factors--
Substantial Leverage; Restrictions Imposed by the Terms of the Company's
Indebtedness", "Risk Factors--Holding Company Structure; Dependence on
Dividends to Meet Cash Requirements or Pay Dividends" and "Description of
Certain Indebtedness".

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of
the Common Stock offered hereby will exceed the net tangible book value per
share of Common Stock after the Offering. Net tangible book value per share is
determined at any date by subtracting the total liabilities of the Company
from the total book value of the tangible assets of the Company and dividing
the difference by the number of shares of Common Stock deemed to be
outstanding (including shares issuable upon conversion of outstanding shares
of Class A Common Stock and Senior Convertible Preferred Stock) at such date.

The net tangible book value of the Company, after giving effect to the Roll-
Up, on March 31, 1998 was approximately $84.1 million or $ per share. After
giving effect to the receipt of approximately $281.5 million of estimated net
proceeds from the sale by the Company of shares of Common Stock pursuant
to the Offering (assuming a public offering price of $ per share) and the
repurchase of 50% of the outstanding shares of Senior Convertible Preferred
Stock for $35.9 million, the pro forma net tangible book value of the Company
at March 31, 1998 would have been approximately $329.7 million or $ per
share. This represents an immediate increase in pro forma net tangible book
value of $ per share to the existing stockholders and an immediate dilution
of $ per share to new investors purchasing shares of Common Stock in the
Offering. The following table illustrates the substantial and immediate per
share dilution to new investors:

PER SHARE
----------

Assumed initial public offering price per share...................... $
Pro forma net tangible book value before the Offering.............. $
Increase per share attributable to new investors (a)...............
----
Pro forma net tangible book value after the Offering (a).............
-----
Dilution per share to new investors (b)(c)........................... $
=====

- --------
(a) Before deducting underwriting discounts and estimated transaction fees and
expenses of $18.5 million to be paid by the Company in connection with the
Offering.
(b) Dilution is determined by adding net tangible deficit per share after the
Offering to the amount assumed paid by a new investor per share of Common
Stock.
(c) Assuming the Underwriters' over-allotment option is exercised in full, pro
forma net tangible book value of the Company after the Offering would be
$ per share, the immediate increase in pro forma net tangible book
value of shares owned by the existing stockholders would be $ per share
and the immediate dilution to new investors would be $ per share.

The following table summarizes the difference between existing stockholders
(determined as if the Offering had occurred on March 31, 1998) and new
investors with respect to the number of shares of Common Stock purchased from
the Company, the total consideration paid to the Company and the average price
paid per share (assuming the Underwriters' over-allotment option is not
exercised and an initial public offering price of $ per share).

SHARES PURCHASED TOTAL CONSIDERATION
----------------- ------------------------- AVERAGE PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
------ ---------- -------- ----------- -------------

New investors........... % $ % $
Existing stockholders... (a)
--- ----- -------- ---------- ---
Total................. 100.0% $ 100.0% $
=== ===== ======== ========== ===

- --------
(a) Does not include shares of Common Stock that the Underwriters have the
option to purchase from the Company to cover over-allotments, if any,
1,957,574 shares of Common Stock reserved for issuance under the Company's
stock option plans or 262,998 shares of Common Stock issuable upon the
exercise of outstanding warrants. See "Management--Executive
Compensation--Stock Option Plan" and "Underwriting".

All of the foregoing computations include (i) the shares of Common
Stock issuable upon conversion of the shares of Class A Common Stock and (ii)
the shares of Common Stock issuable upon conversion of the shares of
Senior Convertible Preferred Stock. See "The Roll-Up". The foregoing tables
and discussion assume no exercise of options after March 31, 1998 and exclude
(i) shares issuable upon exercise of options outstanding as of March 31,
1998 having a weighted average exercise price of per share under the
Company's Stock Option Plan, (ii) additional shares authorized for
issuance under the Company's Stock Option Plan and (iii) warrants to purchase
shares of Common Stock at a weighted average exercise price of $ per
share. Since March 31, 1998, the Company has granted options to purchase an
additional shares of Common Stock, each at an exercise price of $ . To
the extent that outstanding options or warrants are exercised, there will be
further dilution to new investors. See "Capitalization", "Management--
Executive Compensation--Stock Option Plan", and Notes 7 and 8 of Notes to
Consolidated Financial Statements.

CAPITALIZATION

The following table sets forth as of March 31, 1998 (i) the historical
capitalization of the Company and (ii) the pro forma capitalization of the
Company after giving effect to the Roll-Up and the Offering. See "The Roll-
Up". The information set forth below should be read in conjunction with
"Unaudited Pro Forma Condensed Consolidated Financial Statements",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and the notes thereto
included elsewhere in this Prospectus.

MARCH 31, 1998
------------------------
ACTUAL PRO FORMA
---------- ------------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents....................... $ 53,395 $ 312,352
========== ============
Notes payable and current maturities of long-
term debt...................................... $ -- $ --
========== ============
Long-term debt (less current maturities):
Senior Credit Facility (a).................... $ 31,750 $ 31,750
10 5/8% Senior Discount Notes due 2007........ 155,549 155,549
CTI Credit Facility (a)....................... -- 46,949
9% Guaranteed Bonds due 2007.................. -- 202,268
---------- ------------
Total long-term debt........................ 187,299 436,516
---------- ------------
Minority interests.............................. -- 37,693
Redeemable preferred stock: (b)
Senior Convertible Preferred Stock............ 70,003 35,002
Series A Convertible Preferred Stock.......... 8,300 --
Series B Convertible Preferred Stock.......... 10,375 --
Series C Convertible Preferred Stock.......... 74,126 --
---------- ------------
Total redeemable preferred stock............ 162,804 35,002
---------- ------------
Stockholders' equity:
Common stock:
Existing Class A Common Stock............... 2 --
Existing Class B Common Stock............... 19 --
Common Stock................................ -- 128
Class A Common Stock........................ -- 23
Additional paid-in capital.................... 58,358 1,205,514
Cumulative foreign currency translation ad-
justment..................................... 1,233 1,233
Accumulated deficit........................... (25,700) (26,636)
---------- ------------
Total stockholders' equity.................. 33,912 1,180,262
---------- ------------
Total capitalization...................... $ 384,015 $ 1,651,780
========== ============

- --------
(a) As of May 29, 1998, the Company's principal U.S. subsidiary, CCI, had
approximately $39.5 million of unused borrowing availability under the
Senior Credit Facility, and the Company's principal U.K. subsidiary, CTI,
had approximately (Pounds)35.0 million ($57.1 million) of unused borrowing
availability under the CTI Credit Facility. See "Description of Certain
Indebtedness".
(b) The holders of the redeemable preferred stock have the right to require
redemption on February 24, 2008. See "Description of Capital Stock".

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial
statements (the "Pro Forma Financial Statements") are based on the historical
financial statements of CCIC and the historical financial statements of the
entities acquired by CCIC (including TEA and Crown) during the periods
presented, adjusted to give effect to the following transactions
(collectively, the "Transactions"): (i) the CTI Investment, (ii) the TEA
Acquisition, (iii) the acquisition of TeleStructures (the "TeleStructures
Acquisition"), (iv) the Crown Merger (together with the acquisitions described
in clauses (i), (ii) and (iii), the "Acquisitions"), (v) the 1997 Refinancing,
(vi) the Roll-Up and (vii) the Offering.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 1997 gives effect to the Transactions as if they
had occurred as of January 1, 1997, and the Unaudited Pro Forma Condensed
Consolidated Statement of Operations for the three months ended March 31, 1998
gives effect to the Roll-Up and the Offering as if they had occurred as of
January 1, 1998. The Unaudited Pro Forma Condensed Consolidated Balance Sheet
gives effect to the Roll-Up and the Offering as if they had occurred as of
March 31, 1998. The pro forma adjustments are described in the accompanying
notes and are based upon available information and certain assumptions that
management believes are reasonable.

The Pro Forma Financial Statements do not purport to represent what CCIC's
results of operations or financial condition would actually have been had the
Transactions in fact occurred on such dates or to project CCIC's results of
operations or financial condition for any future date or period. The Pro Forma
Financial Statements should be read in conjunction with the consolidated
financial statements and the notes thereto included elsewhere in this
Prospectus and "Management's Discussion and Analysis of Financial Condition
and Results of Operations".

The Acquisitions and the Roll-Up are accounted for under the purchase method
of accounting. The total purchase price for each Acquisition and the Roll-Up
have been allocated to the identifiable tangible and intangible assets and
liabilities of the applicable acquired business based upon CCIC's preliminary
estimate of their fair values with the remainder allocated to goodwill and
other intangible assets. The allocations of the purchase prices are subject to
revision when additional information concerning asset and liability valuations
is obtained; however, the Company does not expect that any such revisions will
have a material effect on its consolidated financial position or results of
operations.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

PRO
HISTORICAL PRO ADJUSTMENTS FORMA FOR
---------------------------------------- ADJUSTMENTS FORMA FOR ACQUISITIONS
TELE- FOR FOR 1997 AND 1997 CTI
CCIC(A) TEA(A) STRUCTURES(A) CROWN(A) ACQUISITIONS ACQUISITIONS REFINANCING REFINANCING (K)
-------- ------ ------------- -------- ------------ ------------ ----------- ------------ --------

Net revenues:
Site rental and
broadcast
transmission..... $ 11,010 $ -- $ -- $ 4,550 $ -- $ 15,560 $ -- $ 15,560 $110,922
Network services
and other........ 20,395 7,615 1,212 13,137 (1,068)(b) 41,291 -- 41,291 13,558
-------- ------ ------ ------- ------- -------- ------- -------- --------
Total net
revenues........ 31,405 7,615 1,212 17,687 (1,068) 56,851 -- 56,851 124,480
-------- ------ ------ ------- ------- -------- ------- -------- --------
Operating
expenses:
Costs of
operations:
Site rental and
broadcast
transmission..... 2,213 -- -- 1,421 -- 3,634 -- 3,634 53,806
Network services
and other........ 13,137 6,454 1,008 5,841 (1,134)(c) 25,306 -- 25,306 5,990
General and
administrative... 6,824 644 25 3,761 -- 11,254 -- 11,254 9,124
Corporate
development...... 5,731 -- -- -- (2,224)(d) 3,507 -- 3,507 --
Depreciation and
amortization..... 6,952 52 -- 1,006 5,179 (e) 13,189 -- 13,189 34,627
-------- ------ ------ ------- ------- -------- ------- -------- --------
34,857 7,150 1,033 12,029 1,821 56,890 -- 56,890 103,547
-------- ------ ------ ------- ------- -------- ------- -------- --------
Operating income
(loss)............ (3,452) 465 179 5,658 (2,889) (39) -- (39) 20,933
Other income
(expense):
Equity in losses
of unconsolidated
affiliate........ (1,138) -- -- -- (136)(f) (1,274) -- (1,274) --
Interest and
other income
(expense)........ 1,951 9 -- (26) (1,165)(g) 769 -- 769 552
Interest expense
and amortization
of deferred
financing costs.. (9,254) (18) -- (925) (5,291)(h) (15,488) (2,347)(i) (17,835) (20,473)
-------- ------ ------ ------- ------- -------- ------- -------- --------
Income (loss)
before income
taxes and minority
interests......... (11,893) 456 179 4,707 (9,481) (16,032) (2,347) (18,379) 1,012
Provision for
income taxes...... (49) (1) -- -- -- (50) -- (50) --
Minority
interests......... -- -- -- -- -- -- -- -- --
-------- ------ ------ ------- ------- -------- ------- -------- --------
Net income
(loss)............ (11,942) 455 179 4,707 (9,481) (16,082) (2,347) (18,429) 1,012
Dividends on
Senior Convertible
Preferred Stock... (2,199) -- -- -- -- (2,199) (6,134)(j) (8,333) --
-------- ------ ------ ------- ------- -------- ------- -------- --------
Net income (loss)
after deduction of
dividends on
Senior Convertible
Preferred Stock... $(14,141) $ 455 $ 179 $ 4,707 $(9,481) $(18,281) $(8,481) $(26,762) $ 1,012
======== ====== ====== ======= ======= ======== ======= ======== ========
Loss per common
share:
Basic............
Diluted..........
Common shares
outstanding:
Basic............
Diluted..........

PRO FORMA
FOR
ACQUISITIONS,
1997
ADJUSTMENTS REFINANCING ADJUSTMENTS
FOR AND FOR PRO
ROLL-UP ROLL-UP OFFERING FORMA
-------------- ------------- ------------- ---------

Net revenues:
Site rental and
broadcast
transmission..... $ -- $126,482 $ -- $126,482
Network services
and other........ (395)(l) 54,454 -- 54,454
-------------- ------------- ------------- ---------
Total net
revenues........ (395) 180,936 -- 180,936
-------------- ------------- ------------- ---------
Operating
expenses:
Costs of
operations:
Site rental and
broadcast
transmission..... -- 57,440 -- 57,440
Network services
and other........ -- 31,296 -- 31,296
General and
administrative... (395)(l) 19,983 -- 19,983
Corporate
development...... -- 3,507 -- 3,507
Depreciation and
amortization..... 34,834 (m) 82,650 -- 82,650
-------------- ------------- ------------- ---------
34,439 194,876 -- 194,876
-------------- ------------- ------------- ---------
Operating income
(loss)............ (34,834) (13,940) -- (13,940)
Other income
(expense):
Equity in losses
of unconsolidated
affiliate........ 1,274(n) -- -- --
Interest and
other income
(expense)........ -- 1,321 -- 1,321
Interest expense
and amortization
of deferred
financing costs.. -- (38,308) -- (38,308)
-------------- ------------- ------------- ---------
Income (loss)
before income
taxes and minority
interests......... (33,560) (50,927) -- (50,927)
Provision for
income taxes...... -- (50) -- (50)
Minority
interests......... (1,320)(o) (1,320) -- (1,320)
-------------- ------------- ------------- ---------
Net income
(loss)............ (34,880) (52,297) -- (52,297)
Dividends on
Senior Convertible
Preferred Stock... -- (8,333) 4,166 (p) (4,167)
-------------- ------------- ------------- ---------
Net income (loss)
after deduction of
dividends on
Senior Convertible
Preferred Stock... $(34,880) $(60,630) $4,166 $(56,464)
============== ============= ============= =========
Loss per common
share:
Basic............ $ $
============= =========
Diluted.......... $ $
============= =========
Common shares
outstanding:
Basic............
============= =========
Diluted..........
============= =========

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS)

PRO
ADJUSTMENTS FORMA ADJUSTMENTS
HISTORICAL FOR FOR FOR PRO
CCIC CTI(K) ROLL-UP ROLL-UP OFFERING FORMA
---------- ------- ----------- -------- ----------- --------

Net revenues:
Site rental and
broadcast
transmission.......... $ 5,061 $30,810 $ -- $ 35,871 $ -- $ 35,871
Network services and
other................. 6,776 3,382 (99)(l) 10,059 -- 10,059
------- ------- ------- -------- ------ --------
Total net revenues.... 11,837 34,192 (99) 45,930 -- 45,930
------- ------- ------- -------- ------ --------
Operating expenses:
Costs of operations:
Site rental and
broadcast
transmission.......... 1,172 13,737 (q) -- 14,909 -- 14,909
Network services and
other................. 4,421 1,937 -- 6,358 -- 6,358
General and
administrative........ 3,803 2,021 (99)(l) 5,725 -- 5,725
Corporate development.. 1,331 2,303 (q) -- 3,634 -- 3,634
Depreciation and
amortization.......... 3,604 9,689 8,709 (m) 22,002 -- 22,002
------- ------- ------- -------- ------ --------
14,331 29,687 8,610 52,628 -- 52,628
------- ------- ------- -------- ------ --------
Operating income
(loss)................. (2,494) 4,505 (8,709) (6,698) -- (6,698)
Other income (expense):
Equity in losses of
unconsolidated
affiliate............. (99) -- 99 (n) -- -- --
Interest and other
income (expense)...... 706 273 -- 979 -- 979
Interest expense and
amortization of
deferred financing
costs................. (4,706) (5,181) -- (9,887) -- (9,887)
------- ------- ------- -------- ------ --------
Income (loss) before
income taxes and
minority interests..... (6,593) (403) (8,610) (15,606) -- (15,606)
Provision for income
taxes.................. (13) -- -- (13) -- (13)
Minority interests...... -- -- (341)(o) (341) -- (341)
------- ------- ------- -------- ------ --------
Net income (loss)....... (6,606) (403) (8,951) (15,960) -- (15,960)
Dividends on Senior
Convertible Preferred
Stock.................. (2,055) -- -- (2,055) 1,027 (p) (1,028)
------- ------- ------- -------- ------ --------
Net income (loss) after
deduction of dividends
on Senior Convertible
Preferred Stock........ $(8,661) $ (403) $(8,951) $(18,015) $1,027 $(16,988)
======= ======= ======= ======== ====== ========
Loss per common share:
Basic.................. $ $
======== ========
Diluted................ $ $
======== ========
Common share
outstanding:
Basic..................
======== ========
Diluted................
======== ========

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

(a) The historical results of operations for each of the entities acquired by
CCIC in the Acquisitions are included in CCIC's historical results of
operations for the period from their respective dates of acquisition
through the end of the period presented. The historical results of
operations presented for each of the acquired entities are their pre-
acquisition results of operations. Set forth below are the respective
dates of each Acquisition:

COMPANY DATE
------- ----

TEA........................................................ May 12, 1997
TeleStructures............................................. May 12, 1997
Crown...................................................... August 15, 1997

(b) Reflects the following adjustments to net revenues:

YEAR ENDED
DECEMBER 31, 1997
-----------------

Elimination of intercompany sales between TEA and
TeleStructures......................................... $(1,134)
Addition of management fee payable to CCIC from CTI for
the portion of the period preceding the CTI
Investment(i).......................................... 66
-------
Total adjustments to net revenues.................... $(1,068)
=======

--------
(i) The CTI Investment was consummated on February 28, 1997. Management
fees received by CCIC during the period subsequent to the CTI
Investment are reflected in CCIC's historical results of
operations.

(d) Reflects the elimination of (i) nonrecurring cash bonus awards of $913
paid to certain executive officers in connection with the CTI Investment
and (ii) a nonrecurring cash charge of $1,311 related to the purchase by
CCIC of shares of Class B Common Stock from CCIC's former chief executive
officer in connection with the CTI Investment. See "Certain Relationships
and Related Transactions".

(e) Reflects the incremental amortization of goodwill and other intangible
assets and the incremental depreciation of property and equipment as a
result of the Acquisitions. Goodwill is being amortized over twenty years
and other intangible assets (primarily existing contracts) are being
amortized over ten years.

(f) Reflects equity accounting adjustments to include CCIC's percentage in
CTI's losses for the preinvestment period.

(g) Reflects the elimination of a nonrecurring success fee received by CCIC in
connection with the CTI Investment.

(h) Reflects additional interest expense attributable to the seller notes
issued in connection with the Crown Merger and the TEA Acquisition and
borrowings under the Senior Credit Facility prior to October 31, 1997 at
interest rates ranging from 8.0% to 11.0%.

(i) Reflects net increase in interest expense as a result of the issuance of
the Notes in connection with the 1997 Refinancing at an interest rate on
the Notes of 10.625% per annum. The adjustment also includes the
elimination of $1,920 of nonrecurring financing fees charged to interest
expense in September and October of 1997. Such fees related to an unfunded
interim loan facility related to the Crown Merger and an unfunded
revolving credit facility.

(j) Reflects additional dividends attributable to the Senior Convertible
Preferred Stock prior to the dates of issuance.

(k) Reflects the historical results of operations of CTI (under U.S. GAAP) for
the period. Such results have been translated from pounds sterling to U.S.
dollars at the average Noon Buying Rate for the period.

(l) Reflects the elimination of management fees payable to CCIC from CTI.

(m) Reflects the incremental amortization of goodwill as a result of the Roll-
Up. Goodwill is being amortized over twenty years.

(n) Reflects the elimination of equity accounting adjustments to include
CCIC's percentage in CTI's losses.

(o) Reflects the minority interest in dividends accrued on CTI's Redeemable
Preference Shares.

(p) Reflects decrease in dividends attributable to the redemption of 50% of
the outstanding shares of Senior Convertible Preferred Stock.

(q) Included in CTI's costs of operations for site rental and broadcast
transmission, and in CTI's corporate development expenses, are non-cash
compensation charges related to the issuance of stock options to certain
employees and executives amounting to $1.1 million and $1.8 million,
respectively, for the three months ended March 31, 1998.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 1998
(DOLLARS IN THOUSANDS)

PRO FORMA ADJUSTMENTS
HISTORICAL ADJUSTMENTS FOR ROLL- FOR
CCIC CTI(A) FOR ROLL-UP UP OFFERING PRO FORMA
---------- -------- ----------- ---------- ----------- ----------

ASSETS:
Current assets:
Cash and cash
equivalents.......... $ 53,395 $ 13,394 $ -- $ 66,789 $245,563 (h) $ 312,352
Receivables........... 10,937 17,820 (439)(b) 28,318 -- 28,318
Inventories........... 1,220 2,096 -- 3,316 -- 3,316
Prepaid expenses and
other current as-
sets................. 1,028 -- -- 1,028 -- 1,028
-------- -------- -------- ---------- -------- ----------
Total current
assets............. 66,580 33,310 (439) 99,451 245,563 345,014
Property and equipment,
net.................... 105,034 351,329 -- 456,363 -- 456,363
Investments in affili-
ates................... 59,688 -- (57,538)(c) 2,150 -- 2,150
Goodwill and other in-
tangible assets, net... 150,468 76,120 696,680 (d) 923,268 -- 923,268
Deferred financing costs
and other assets, net.. 10,918 -- -- 10,918 -- 10,918
-------- -------- -------- ---------- -------- ----------
$392,688 $460,759 $638,703 $1,492,150 $245,563 $1,737,713
======== ======== ======== ========== ======== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable...... $ 4,964 $ 8,017 $ -- $ 12,981 $ -- $ 12,981
Other current
liabilities.......... 3,102 27,827 (439)(b) 30,490 -- 30,490
Long-term debt, cur-
rent maturities...... -- -- -- -- -- --
-------- -------- -------- ---------- -------- ----------
Total current
liabilities........ 8,066 35,844 (439) 43,471 -- 43,471
Long-term debt, less
current maturities..... 187,299 249,217 -- 436,516 -- 436,516
Other liabilities....... 607 4,162 -- 4,769 -- 4,769
-------- -------- -------- ---------- -------- ----------
Total liabilities... 195,972 289,223 (439) 484,756 -- 484,756
-------- -------- -------- ---------- -------- ----------
Minority interests...... -- -- 37,693 (e) 37,693 -- 37,693
Redeemable preferred
stock.................. 162,804 179,322 (272,123)(f) 70,003 (35,001)(i) 35,002
Stockholders' equity.... 33,912 (7,786) 873,572 (g) 899,698 280,564 (j) 1,180,262
-------- -------- -------- ---------- -------- ----------
$392,688 $460,759 $638,703 $1,492,150 $245,563 $1,737,713
======== ======== ======== ========== ======== ==========

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)

(a) Reflects the historical amounts from CTI's consolidated balance sheet
(under U.S. GAAP) as of March 31, 1998. Such amounts have been translated
from pounds sterling to U.S. dollars at the Noon Buying Rate on March 31,
1998 of (Pounds)1.00 = $1.6765.

(b) Reflects the elimination of management fees payable to CCIC from CTI.

(d) Reflects the incremental goodwill as a result of the Roll-Up.

(e) Reflects the minority interest in CTI's Redeemable Preference Shares.

(f) Reflects the elimination of CTI's Redeemable Preference Shares ($179,322)
and the conversion of the Series A, Series B and Series C Convertible
Preferred Stock to shares of Common Stock ($92,801).

(g) Reflects the following adjustments to stockholders' equity:

Increase resulting from the issuance of CCIC's Common
Stock and Class A Common Stock in exchange for shares of
CTI's capital stock...................................... $772,985
Increase resulting from the elimination of CTI's Ordinary
Shares................................................... 7,786
Increase resulting from the conversion of the Series A,
Series B and Series C Convertible Preferred Stock to
shares of Common Stock................................... 92,801
--------
Total adjustments to stockholders' equity............... $873,572
========

(h) Reflects the following adjustments to cash and cash equivalents:

Increase resulting from the receipt of proceeds from the
Offering................................................. $300,000
Decrease resulting from the payment of underwriting
discounts and commissions and other fees and expenses
related to the Offering.................................. (18,500)
Decrease resulting from the redemption of 50% of the out-
standing shares of Senior Convertible Preferred Stock.... (35,937)
--------
Total adjustments to cash and cash equivalents.......... $245,563
========

(i) Reflects the redemption of 50% of the outstanding shares of Senior
Convertible Preferred Stock.

(j) Reflects the following adjustments to stockholders' equity:

Increase resulting from the receipt of proceeds from the
Offering................................................. $300,000
Decrease resulting from the payment of underwriting
discounts and commissions and other fees and expenses
related to the Offering.................................. (18,500)
Decrease resulting from the redemption of 50% of the out-
standing shares of Senior Convertible Preferred Stock at
a premium over the stated value.......................... (936)
--------
Total adjustments to stockholders' equity............... $280,564
========

SELECTED FINANCIAL AND OTHER DATA OF CCIC

The selected historical consolidated financial data for CCIC presented below
for each of the three years in the period ended December 31, 1997, and as of
December 31, 1995, 1996 and 1997, have been derived from the consolidated
financial statements of CCIC, which have been audited by KPMG Peat Marwick
LLP, independent certified public accountants. The selected historical
consolidated financial data for CCIC presented below for the three months
ended March 31, 1997 and 1998, and as of March 31, 1998, have been derived
from the unaudited consolidated financial statements of CCIC, which include
all adjustments that the Company considers necessary for a fair presentation
of the financial position and results of operations for those periods.
Operating results for the three months ended March 31, 1997 and 1998 are not
necessarily indicative of the results that may be expected for the entire
year. The information set forth below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations--CCIC" and the consolidated financial
statements and the notes thereto of CCIC included elsewhere in this
Prospectus.

THREE MONTHS
YEARS ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------- ----------------
1995 1996 1997 1997 1998
-------- -------- --------- ------- -------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental.................. $ 4,052 $ 5,615 $ 11,010 $ 1,667 $ 5,061
Network services and other... 6 592 20,395 327 6,776
-------- -------- --------- ------- -------
Total net revenues........... 4,058 6,207 31,405 1,994 11,837
-------- -------- --------- ------- -------
Costs of operations:
Site rental.................. 1,226 1,292 2,213 258 1,172
Network services and other... -- 8 13,137 5 4,421
-------- -------- --------- ------- -------
Total costs of operations.... 1,226 1,300 15,350 263 5,593
-------- -------- --------- ------- -------
General and administrative.... 729 1,678 6,824 511 3,803
Corporate development(a)...... 204 1,324 5,731 2,105 1,331
Depreciation and
amortization................. 836 1,242 6,952 408 3,604
-------- -------- --------- ------- -------
Operating income (loss)....... 1,063 663 (3,452) (1,293) (2,494)
Equity in earnings (losses) of
unconsolidated affiliate..... -- -- (1,138) 197 (99)
Interest and other income(b).. 53 193 1,951 1,301 706
Interest expense and
amortization of deferred
financing costs.............. (1,137) (1,803) (9,254) (626) (4,706)
-------- -------- --------- ------- -------
Income (loss) before income
taxes........................ (21) (947) (11,893) (421) (6,593)
Provision for income taxes.... -- (10) (49) (22) (13)
-------- -------- --------- ------- -------
Net income (loss)............. (21) (957) (11,942) (443) (6,606)
Dividends on Senior
Convertible Preferred Stock.. -- -- (2,199) -- (2,055)
-------- -------- --------- ------- -------
Net income (loss) after
deduction of dividends on
Senior Convertible Preferred
Stock........................ $ (21) $ (957) $ (14,141) $ (443) $(8,661)
======== ======== ========= ======= =======
Loss per common share:
Basic........................ $ $
========= =======
Diluted...................... $ $
========= =======
Common shares outstanding:
Basic........................
========= =======
Diluted......................
========= =======
OTHER DATA:
Site data (at period end)(c):
Towers owned................. 126 155 240 318
Towers managed............... 7 7 133 137
Rooftop sites managed
(revenue producing)(d)...... 41 52 80 79
-------- -------- --------- -------
Total sites owned and
managed..................... 174 214 453 534
======== ======== ========= =======
EBITDA(e)..................... $ 1,899 $ 1,905 $ 3,500 $ (885) $ 1,110
Capital expenditures.......... 161 890 18,035 232 24,539
Summary cash flow information:
Net cash provided by (used
for) operating activities... 1,672 (530) (624) (625) (2,951)
Net cash used for investing
activities.................. (16,673) (13,916) (111,484) (57,774) (24,539)
Net cash provided by
financing activities........ 15,597 21,193 159,843 67,825 25,807
BALANCE SHEET DATA (AT PERIOD
END):
Cash and cash equivalents..... $ 596 $ 7,343 $ 55,078 $53,395
Property and equipment, net... 16,003 26,753 81,968 105,034
Total assets.................. 19,875 41,226 371,391 392,688
Total debt.................... 11,182 22,052 156,293 187,299
Redeemable preferred
stock(f)..................... 5,175 15,550 160,749 162,804
Total stockholders' equity
(deficit).................... 619 (210) 41,792 33,912

- --------
(a) Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of allocated compensation, benefits and overhead costs
that are not directly related to the administration or management of
existing towers. For the year ended December 31, 1997, includes (i)
nonrecurring cash bonuses of $0.9 million paid to certain executive
officers in connection with the CTI Investment and (ii) a nonrecurring
cash charge of $1.3 million related to the purchase by CCIC of shares of
Common Stock from CCIC's former chief executive officer in connection with
the CTI Investment. See "Certain Relationships and Related Transactions".
(b) Includes a $1.2 million fee received in March 1997 as compensation for
leading the investment consortium which provided the equity financing for
CTI in connection with the CTI Investment.
(c) Represents the aggregate number of sites of CCIC as of the end of each
period.
(d) As of March 31, 1998, CCIC had contracts with 1,347 buildings to manage on
behalf of such buildings the leasing of space for antenna on the rooftops
of such buildings. A revenue producing rooftop represents a rooftop where
CCIC has arranged a lease of space on such rooftop and, as such, is
receiving payments in respect of its management contract. CCIC generally
does not receive any payment for rooftops under management unless CCIC
actually leases space on such rooftops to third parties. As of March 31,
1998, CCIC had 1,268 rooftop sites under management throughout the United
States that were not revenue producing but were available for leasing to
customers.
(e) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CCIC's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CCIC's measure of EBITDA may not be comparable
to similarly titled measures of other companies.
(f) Represents (i) the Senior Convertible Preferred Stock privately placed by
CCIC in August 1997 and October 1997 (50% of which will be redeemed by the
Company with a portion of the net proceeds of the Offering), which is
mandatorily redeemable on February 24, 2008 and (ii) the Series A
Convertible Preferred Stock, the Series B Convertible Preferred Stock and
the Series C Convertible Preferred Stock privately placed by CCIC in April
1995, July 1996 and February 1997, respectively, all of which will be
converted into shares of Common Stock in connection with the Offering.

SELECTED FINANCIAL AND OTHER DATA OF CROWN

The selected historical combined financial data for Crown presented below
for each of the two years in the period ended December 31, 1996 and the seven
months ended July 31, 1997, have been derived from the combined financial
statements of Crown, which have been audited by KPMG Peat Marwick LLP,
independent certified public accountants. Crown was acquired by CCIC in the
Crown Merger in August 1997 and, as a result, twelve-month historical
financial data for Crown is not presented. The information set forth below
should be read in conjunction with the combined financial statements and the
notes thereto of Crown included elsewhere in this Prospectus.

YEARS ENDED
DECEMBER 31, SEVEN MONTHS
---------------- ENDED JULY 31,
1995 1996 1997
------- ------- --------------
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS DATA:
Net revenues:
Site rental................................. $ 3,632 $ 5,120 $ 4,550
Network services and other.................. 7,384 14,260 13,137
------- ------- -------
Total net revenues.......................... 11,016 19,380 17,687
------- ------- -------
Costs of operations:
Site rental................................. 763 1,691 1,421
Network services and other.................. 3,944 8,632 5,841
------- ------- -------
Total costs of operations................... 4,707 10,323 7,262
------- ------- -------
General and administrative................... 2,625 3,150 3,761
Depreciation and amortization................ 568 1,168 1,006
------- ------- -------
Operating income............................. 3,116 4,739 5,658
Interest and other income (expense).......... 19 (53) (26)
Interest expense............................. (785) (1,175) (925)
------- ------- -------
Income before income taxes................... 2,350 3,511 4,707
Provision for income taxes................... -- -- --
------- ------- -------
Net income................................... $ 2,350 $ 3,511 $ 4,707
======= ======= =======
OTHER DATA:
Site data (at period end)(a):
Towers owned................................ 45 53 61
Towers managed.............................. 122 127 127
Rooftop sites managed (revenue producing)... 9 16 20
------- ------- -------
Total sites owned and managed............... 176 196 208
======= ======= =======
EBITDA(b):
Site rental................................. $ 2,589 $ 3,098 $ 2,943
Network services and other.................. 1,095 2,809 3,721
------- ------- -------
Total EBITDA................................ $ 3,684 $ 5,907 $ 6,664
======= ======= =======
EBITDA as a percentage of net revenues(b):
Site rental................................. 71.3% 60.5% 64.7%
Network services and other.................. 14.8 19.7 28.3
Total EBITDA as a percentage of net
revenues................................... 33.4 30.5 37.7
Capital expenditures......................... $ 5,670 $ 8,658 $12,425
Summary cash flow information:
Net cash provided by operating activities... 2,974 4,162 5,199
Net cash used for investing activities...... (5,670) (8,652) (12,425)
Net cash provided by financing activities... 2,367 4,100 7,018

- --------
(a) Represents the aggregate number of sites of Crown as of the end of each
period.
(b) EBITDA is defined as operating income plus depreciation and amortization.
EBITDA is presented as additional information because management believes
it to be a useful indicator of a company's ability to meet debt service
and capital expenditure requirements. It is not, however, intended as an
alternative measure of operating results or cash flow from operations (as
determined in accordance with generally accepted accounting principles).
Furthermore, Crown's measure of EBITDA may not be comparable to similarly
titled measures of other companies.

SELECTED FINANCIAL AND OTHER DATA OF CTI

The summary historical financial data for CTI, which was 34.3% owned by CCIC
prior to the Roll-Up, presents (i) summary historical financial data of the
BBC Home Service Transmission Business prior to its acquisition by CTI (the
"Predecessor") for the year ended March 31, 1996 and the eleven months ended
February 27, 1997, (ii) summary historical consolidated financial data of CTI
after such acquisition for the one month ended March 31, 1997 and for the nine
months ended December 31, 1997, and (iii) summary historical consolidated
financial data of CTI as of and for the three months ended March 31, 1998. The
summary historical financial data for the year ended March 31, 1996 and the
eleven months ended February 27, 1997 have been derived from the financial
statements of the Predecessor, which have been audited by KPMG, Chartered
Accountants. The summary financial data for the one month ended March 31, 1997
and the nine months ended December 31, 1997 have been derived from the
consolidated financial statements of CTI, which have been audited by KPMG,
Chartered Accountants. The summary historical financial data as of and for the
three months ended March 31, 1998 have been derived from the unaudited
consolidated financial statements of CTI, which include all adjustments that
CTI considers necessary for a fair presentation of the financial position and
results of operations for that period. The results of operations for the one
month ended March 31, 1997, the nine months ended December 31, 1997 and the
three months ended March 31, 1998 are not necessarily indicative of the
results of operations of CTI that may be expected for the entire year. This
information reflects financial data for CTI as a whole, is not limited to that
portion of the financial data attributable to CCIC's percentage ownership of
CTI prior to the Roll-Up and is not indicative of any distributions or
dividends that CCIC might receive in the future. CTI is subject to significant
restrictions on its ability to make dividends and distributions to CCIC. See
"Risk Factors--Holding Company Structure; Dependence on Dividends to Meet Cash
Requirements or Pay Dividends". The information set forth below should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Results of Operations--CTI" and the
consolidated financial statements and the notes thereto of CTI included
elsewhere in this Prospectus.

PREDECESSOR COMPANY CTI
-------------------------------- -----------------------------------------------
ELEVEN ONE NINE
YEAR MONTHS MONTH MONTHS
ENDED ENDED ENDED ENDED THREE MONTHS
MARCH 31, FEBRUARY 27, MARCH 31, DECEMBER 31, ENDED
1996 1997 1997 1997 MARCH 31, 1998
--------------- --------------- -------------- --------------- --------------
(POUNDS STERLING IN THOUSANDS)

STATEMENT OF OP-
ERATIONS DATA:
Net revenues.... (Pounds) 70,367 (Pounds) 70,614 (Pounds) 6,433 (Pounds) 56,752 (Pounds)20,774
Operating
expenses(b).... 62,582 56,612 5,188 47,976 18,076
--------------- --------------- -------------- --------------- --------------
Operating
income......... 7,785 14,002 1,245 8,776 2,698
Interest and
other income... -- -- 49 288 166
Interest expense
and
amortization of
deferred
financing
costs.......... -- -- (969) (12,419) (3,461)
--------------- --------------- -------------- --------------- --------------
Income (loss)
before income
taxes.......... 7,785 14,002 325 (3,355) (597)
Provision for
income taxes... -- -- -- -- --
--------------- --------------- -------------- --------------- --------------
Net income
(loss) under
U.K. GAAP...... 7,785 14,002 325 (3,355) (597)
Adjustments to
convert to U.S.
GAAP........... 3,707 3,993 78 866 352
--------------- --------------- -------------- --------------- --------------
Net income
(loss) under
U.S. GAAP...... (Pounds) 11,492 (Pounds) 17,995 (Pounds) 403 (Pounds) (2,489) (Pounds) (245)
=============== =============== ============== =============== ==============
OTHER DATA:
EBITDA (under
U.S. GAAP)(c).. (Pounds) 20,620 (Pounds) 27,040 (Pounds) 3,064 (Pounds) 25,695 (Pounds) 8,624
Capital
expenditures
(under U.S.
GAAP).......... 18,079 21,810 748 14,361 7,470
Summary cash
flow
information
(under U.S.
GAAP):
Net cash
provided by
operating
activities..... 24,311 28,146 4,871 25,555 2,212
Net cash used
for investing
activities..... (17,190) (21,811) (52,889) (14,668) (7,362)
Net cash
provided by
(used for)
financing
activities..... (7,121) (6,335) 57,706 (12,423) 4,987

CTI
--------------------------------
ONE NINE THREE
MONTH MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, DECEMBER 31, MARCH 31,
1997(A) 1997(A) 1998(A)
--------- ------------ ---------
(DOLLARS IN THOUSANDS)

STATEMENT OF OP-
ERATIONS DATA:
Net revenues.... $10,785 $ 95,145 $34,828
Operating
expenses(b).... 8,698 80,432 30,304
--------- ------------ ---------
Operating
income......... 2,087 14,713 4,524
Interest and
other income... 82 483 278
Interest expense
and
amortization of
deferred
financing
costs.......... (1,625) (20,820) (5,802)
--------- ------------ ---------
Income (loss)
before income
taxes.......... 544 (5,624) (1,000)
Provision for
income taxes... -- -- --
--------- ------------ ---------
Net income
(loss) under
U.K. GAAP...... 544 (5,624) (1,000)
Adjustments to
convert to U.S.
GAAP........... 131 1,452 590
--------- ------------ ---------
Net income
(loss) under
U.S. GAAP...... $ 675 $ (4,172) $ (410)
========= ============ =========
OTHER DATA:
EBITDA (under
U.S. GAAP)(c).. $ 5,137 $ 43,078 $14,458
Capital
expenditures
(under U.S.
GAAP).......... 1,254 24,076 12,523
Summary cash
flow
information
(under U.S.
GAAP):
Net cash
provided by
operating
activities..... 8,166 42,843 3,708
Net cash used
for investing
activities..... (88,668) (24,591) (12,342)
Net cash
provided by
(used for)
financing
activities..... 96,744 (20,827) 8,361

AS OF MARCH 31, 1998 AS OF MARCH 31, 1998
-------------------- --------------------
(POUNDS STERLING (DOLLARS IN
IN THOUSANDS) THOUSANDS)

- --------
(a) CTI publishes its consolidated financial statements in pounds sterling.
For the convenience of the reader, the information set forth above
contains translations of pound sterling amounts into U.S. dollars at the
Noon Buying Rate on March 31, 1998, of (Pounds)1.00 = $1.6765. No
representation is made that the pound sterling amounts have been, could
have been or could be converted into U.S. dollars at the rate indicated or
any other rates. On May 29, 1998, the Noon Buying Rate was (Pounds)1.00 =
$1.6308.

(b) Included in operating expenses for the three months ended March 31, 1998
are non-cash compensation charges for (Pounds)1.8 million ($2.9 million)
related to the issuance of stock options to certain executives and
employees.

(c) EBITDA is defined as operating income (loss) plus depreciation and
amortization. EBITDA is presented as additional information because
management believes it to be a useful indicator of CTI's ability to meet
debt service and capital expenditure requirements. It is not, however,
intended as an alternative measure of operating results or cash flow from
operations (as determined in accordance with generally accepted accounting
principles). Furthermore, CTI's measure of EBITDA may not be comparable to
similarly titled measures of other companies.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion sets forth separately the historical consolidated
results of operations of CCIC and CTI and is intended to assist in
understanding (i) CCIC's consolidated financial condition as of March 31, 1998
and its consolidated results of operations for the three-month periods ended
March 31, 1997 and 1998 and for each year in the three-year period ended
December 31, 1997 and (ii) CTI's consolidated results of operations for each
twelve-month period in the three-year period ended March 31, 1998. The
statements in this discussion regarding the industry outlook, the Company's
expectations regarding the future performance of its businesses, and the other
nonhistorical statements in this discussion are forward-looking statements.
These forward-looking statements are subject to numerous risks and
uncertainties, including but not limited to the uncertainties relating to
capital expenditures decisions to be made in the future by wireless
communications carriers and broadcasters and the risks and uncertainties
described in "Risk Factors". This discussion should be read in conjunction
with "Unaudited Pro Forma Condensed Consolidated Financial Statements",
"Selected Financial and Other Data of CCIC", "Selected Financial and Other
Data of Crown", "Selected Financial and Other Data of CTI" and the
consolidated financial statements and the notes thereto included elsewhere in
this Prospectus. Results of operations of the acquired businesses which are
wholly owned are included in the Company's consolidated financial statements
for the periods subsequent to the respective dates of acquisition. As such,
the Company's results of operations for the three months ended March 31, 1997
are not comparable to the results of operations for the three months ended
March 31, 1998, and the results for the year ended December 31, 1996 are not
comparable to the year ended December 31, 1997.

OVERVIEW

Following consummation of the Roll-Up, the continued growth of the Company's
business will depend substantially on the condition of the wireless
communications and broadcast industries. The Company believes that the demand
for communications sites will continue to grow and expects that, due to
increased competition, wireless communications carriers will continue to seek
operating and capital efficiencies by (i) outsourcing certain network services
and the build-out and operation of new and existing infrastructure and (ii)
co-locating antennas and transmission equipment on multiple tenant towers. In
addition, the Company expects that, in order to free up capital for the growth
and management of their customer base and expansion of their service offering,
wireless communications carriers have begun to seek to sell their wireless
communications infrastructure to, or establish joint ventures with,
experienced infrastructure providers, such as the Company, that have the
ability to manage networks.

Further, the Company believes that wireless communications carriers and
broadcasters ultimately will seek to outsource the operation of their towers
and transmission networks, including the transmission of their signals.
Management believes that the Company's ability to manage towers and
transmission networks and its proven track record of providing end-to-end
services to the wireless communications and broadcasting industries position
it to capture such business.

The willingness of wireless communications carriers to utilize the Company's
infrastructure and related services is affected by numerous factors, including
consumer demand for wireless services, interest rates, cost of capital,
availability of capital to wireless carriers, tax policies, willingness to co-
locate equipment, local restrictions on the proliferation of towers, cost of
building towers and technological changes affecting the number of
communications sites needed to provide wireless communications services to a
given geographic area. The Company's revenues that are derived from the
provision of transmission services to the broadcasting industry will be
affected by the timing of the commencement of digital terrestrial television
broadcasts in both the United Kingdom and the United States, as well as in
other countries around the world, the consumer demand for digital terrestrial
broadcasting, interest rates, cost of capital to broadcasters, zoning
restrictions on tall towers and the cost of building towers.

As an important part of its business strategy, the Company will continue (i)
to take advantage of the operating leverage of its site rental business by
increasing the antenna space leased on its owned or managed communications
sites, (ii) to leverage its in-house technical and operational expertise,
(iii) to expand its tower footprints by partnering with wireless
communications carriers to assume ownership of their existing towers and by
pursuing build-to-suit opportunities and (iv) to acquire existing transmission
networks globally as opportunities arise.

RESULTS OF OPERATIONS

CCIC

CCIC's primary sources of revenues are from (i) the rental of antenna space
on towers and rooftop sites and (ii) the provision of network services, which
includes network design and site selection, site acquisition, site development
and construction and antenna installation.

Site rental revenues are received primarily from wireless communications
companies, including cellular, PCS, paging, specialized mobile radio/enhanced
specialized mobile radio ("SMR/ESMR") and microwave operators. Site rental
revenues are generally recognized on a monthly basis under lease agreements,
which typically have original terms of five years (with three or four optional
renewal periods of five years each). Average monthly site rental revenues per
owned site as of December 31, 1997 were approximately $3,000 for the towers
located in the southwestern United States, $7,000 for the towers in Puerto
Rico, $12,500 for the towers in and around the greater Pittsburgh area, and
$2,000 for CCIC's other revenue producing towers. Average revenues for CCIC's
managed rooftop sites are less than for the owned and managed towers because a
substantial portion of the revenues from the tenants at rooftop sites is
remitted to the building owner or manager.

Network services revenues consist of revenues from (i) network design and
site selection, (ii) site acquisition, (iii) site development and
construction, (iv) antenna installation and (v) other services. Network
services revenues are received primarily from wireless communications
companies. Network services revenues are recognized under service contracts
which provide for billings on either a fixed price basis or a time and
materials basis. Demand for CCIC's network service fluctuates from period to
period and within periods. See "Risk Factors--Variability in Demand for
Network Services". Consequently, the operating results of CCIC's network
services businesses for any particular period may vary significantly, and
should not be considered as indicative of longer-term results. CCIC also
derives revenues from the ownership and operation of microwave radio and SMR
networks in Puerto Rico where CCIC owns radio wave spectrum in the 2,000 MHz
and 6,000 MHz range (for microwave radio) and the 800 MHz range (for SMR).
These revenues are generally recognized under monthly management or service
agreements. Average monthly revenues as of December 31, 1997 from SMR and
microwave services were approximately $77,000 and $12,000, respectively.

Costs of operations for site rental primarily consist of land leases,
repairs and maintenance, utilities, insurance, property taxes and monitoring
costs and, in the case of managed sites, rental payments. For any given tower,
such costs are relatively fixed over a monthly or an annual time period. As
such, operating costs for owned towers do not generally increase significantly
as additional customers are added. However, rental expenses at certain managed
towers increase as additional customer antennas are added, resulting in higher
incremental revenues but lower incremental margins than on owned towers. Costs
of operations for network services consist primarily of employee compensation
and related benefits costs, subcontractor services, consulting fees, and other
on-site construction and materials costs. CCIC incurs these network services
costs (i) to support its internal operations, including construction and
maintenance of its owned towers, and (ii) to maintain the employees necessary
to provide end-to-end services to third parties regardless of the level of
such business at any time. The Company believes that its experienced staff
enables it to provide the type of end-to-end services that enhance its ability
to acquire access to the infrastructure of wireless communications carriers
and to attract significant build-to-suit contracts.

General and administrative expenses consist primarily of employee
compensation and related benefits costs, advertising, professional and
consulting fees, office rent and related expenses and travel costs. Corporate
development expenses represent costs incurred in connection with acquisitions
and development of new business

initiatives. These expenses consist primarily of allocated compensation,
benefits and overhead costs that are not directly related to the
administration or management of existing towers.

Depreciation and amortization charges relate to CCIC's property and
equipment (primarily towers, construction equipment and vehicles), goodwill
and other intangible assets recorded in connection with business acquisitions.
Depreciation of towers and amortization of goodwill are computed with a useful
life of 20 years. Amortization of other intangible assets (principally the
value of existing site rental contracts at Crown) is computed with a useful
life of 10 years. Depreciation of construction equipment and vehicles are
generally computed with useful lives of 10 years and 5 years, respectively.

The following information is derived from CCIC's Historical Consolidated
Statements of Operations for the periods indicated.

YEAR ENDED YEAR ENDED THREE MONTHS THREE MONTHS
DECEMBER 31, DECEMBER 31, YEAR ENDED ENDED ENDED
1995 1996 DECEMBER 31, 1997 MARCH 31, 1997 MARCH 31, 1998
----------------- ----------------- ------------------ ---------------- -----------------
PERCENT PERCENT PERCENT PERCENT PERCENT
OF NET OF NET OF NET OF NET OF NET
AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES AMOUNT REVENUES
------- -------- ------- -------- -------- -------- ------ -------- ------- --------
(DOLLARS IN THOUSANDS)

Net revenues:
Site rental............ $ 4,052 99.9% $ 5,615 90.5% $ 11,010 35.1% $1,667 83.6% $ 5,061 42.8%
Network services and
other................. 6 0.1 592 9.5 20,395 64.9 327 16.4 6,776 57.2
------- ----- ------- ----- -------- ----- ------ ----- ------- -----
Total net revenues..... 4,058 100.0 6,207 100.0 31,405 100.0 1,994 100.0 11,837 100.0
------- ----- ------- ----- -------- ----- ------ ----- ------- -----
Operating expenses:
Costs of operations:
Site rental............ 1,226 30.3 1,292 23.0 2,213 20.1 258 15.5 1,172 23.2
Network services and
other................. -- -- 8 1.4 13,137 64.4 5 1.5 4,421 65.2
------- ------- -------- ------ -------
Total costs of opera-
tions................ 1,226 30.2 1,300 21.0 15,350 48.9 263 13.2 5,593 47.3
General and administra-
tive.................. 729 18.0 1,678 27.0 6,824 21.7 511 25.6 3,803 32.1
Corporate development.. 204 5.0 1,324 21.3 5,731 18.3 2,105 105.6 1,331 11.2
Depreciation and amor-
tization.............. 836 20.6 1,242 20.0 6,952 22.1 408 20.4 3,604 30.5
------- ----- ------- ----- -------- ----- ------ ----- ------- -----
Operating income
(loss)................. 1,063 26.2 663 10.7 (3,452) (11.0) (1,293) (64.8) (2,494) (21.1)
Other income (expense):
Equity in earnings
(losses) of
unconsolidated
affiliate............. -- -- -- -- (1,138) (3.6) 197 9.9 (99) (0.8)
Interest and other in-
come.................. 53 1.3 193 3.1 1,951 6.2 1,301 65.2 706 6.0
Interest expense and
amortization of de-
ferred financing
costs................. (1,137) (28.0) (1,803) (29.0) (9,254) (29.5) (626) (31.4) (4,706) (39.8)
------- ----- ------- ----- -------- ----- ------ ----- ------- -----
Loss before income tax-
es..................... (21) (0.5) (947) (15.2) (11,893) (37.9) (421) (21.1) (6,593) (55.7)
Provision for income
taxes.................. -- -- (10) (0.2) (49) (0.1) (22) (1.1) (13) (0.1)
------- ----- ------- ----- -------- ----- ------ ----- ------- -----
Net loss................ $ (21) (0.5)% $ (957) (15.4)% $(11,942) (38.0)% $ (443) (22.2)% $(6,606) (55.8)%
======= ===== ======= ===== ======== ===== ====== ===== ======= =====

Comparison of Three Months Ended March 31, 1998 and 1997

Consolidated revenues for the three months ended March 31, 1998 were $11.8
million, an increase of $9.8 million from the three months ended March 31,
1997. This increase was primarily attributable to (i) a $3.4 million, or
203.6%, increase in site rental revenues, of which $3.3 million was
attributable to the Crown operations; (ii) $2.3 million in network services
revenues from TEA; and (iii) $3.3 million in network services revenues from
the Crown operations.

Costs of operations for the three months ended March 31, 1998 were $5.6
million, an increase of $5.3 million from the three months ended March 31,
1997. This increase was primarily attributable to (i) $1.9 million of network
services costs related to the TEA operations; (ii) $2.1 million of network
services costs related to the Crown operations; and (iii) $0.9 million in site
rental costs attributable to the Crown operations. Costs of operations for
site rental as a percentage of site rental revenues increased to 23.2% for the
three months ended March 31, 1998 from 15.5% for the three months ended March
31, 1997 because of higher costs attributable to the Crown operations. Costs
of operations for network services as a percentage of network services
revenues were 65.2% for the three months ended March 31, 1998, reflecting
lower margins that are inherent in the network services businesses acquired in
1997.

General and administrative expenses for the three months ended March 31,
1998 were $3.8 million, an increase of $3.3 million from the three months
ended March 31, 1997. This increase was primarily attributable to $2.2 million
of expenses related to the Crown operations and $0.6 million of expenses
related to the TEA operations, along with an increase in costs of $0.4 million
at the Company's corporate office. General and administrative expenses as a
percentage of revenues increased for the three months ended March 31, 1998 to
32.1% from 25.6% for the three months ended March 31, 1997 because of higher
overhead costs as a percentage of revenues for Crown and the increase in costs
at CCIC's corporate office.

Corporate development expenses for the three months ended March 31, 1998
were $1.3 million, a decrease of $0.8 million from the three months ended
March 31, 1997. Corporate development expenses for the three months ended
March 31, 1997 include a $1.3 million nonrecurring compensation charge
associated with the CTI Investment resulting from the repurchase of shares of
CCIC's common stock from a member of its Board of Directors. Corporate
development expenses for the three months ended March 31, 1998 include
discretionary bonuses related to CCIC's performance totaling approximately
$0.8 million for certain members of CCIC's management.

Depreciation and amortization for the three months ended March 31, 1998 was
$3.6 million, an increase of $3.2 million from the three months ended March
31, 1997. This increase was primarily attributable to (i) $2.9 million of
depreciation and amortization related to the property and equipment, goodwill
and other intangible assets acquired in the Crown Merger; and (ii) $0.2
million of depreciation and amortization related to the property and equipment
and goodwill acquired in the TEA and TeleStructures Acquisitions.

The equity in earnings (losses) of unconsolidated affiliate represents
CCIC's 34.3% share of CTI's net earnings (losses) for the periods beginning in
March 1997. For the three months ended March 31, 1998, after making
appropriate adjustments to CTI's results of operations for such period to
conform to generally accepted accounting principles of the United States, CTI
had net revenues, operating income, interest expense (including amortization
of deferred financing costs) and net losses of $34.2 million, $4.5 million,
$5.2 million and $0.4 million, respectively. Included in CTI's results of
operations for such period are noncash compensation charges for approximately
$2.9 million related to the issuance of stock options to certain members of
CTI's management. If successful, the consummation of a share exchange
agreement with certain shareholders of CTI would accelerate the vesting of
certain options granted to CTI's management and employees, resulting in
additional noncash compensation charges of approximately $0.7 million.

Interest and other income for the three months ended March 31, 1997 includes
a $1.2 million fee received in March 1997 as a compensation for leading the
investment consortium which provided the equity financing for

CTI. Interest income for the three months ended March 31, 1998 resulted
primarily from the investment of excess proceeds from the sale of CCIC's 10
5/8% Senior Discount Notes due 2007 (the "Notes") in November 1997.

Interest expense and amortization of deferred financing costs for the three
months ended March 31, 1998 was $4.7 million, an increase of $4.1 million, or
651.8%, from the three months ended March 31, 1997. This increase was
primarily attributable to amortization of the original issue discount on the
Notes.

Comparison of Years Ended December 31, 1997 and 1996

Consolidated revenues for 1997 were $31.4 million, an increase of $25.2
million from 1996. This increase was primarily attributable to (i) a $5.4
million, or 96.1%, increase in site rental revenues, of which $4.2 million was
attributable to the Crown operations and $0.7 million was attributable to the
Puerto Rico operations; (ii) $10.4 million in network services revenues from
TEA; and (iii) $7.2 million in network services revenues from the Crown
operations. The remainder of the increase was largely attributable to higher
revenues from SMR and microwave radio services in Puerto Rico and the monthly
service fees received from CTI beginning in March 1997.

Costs of operations for 1997 were $15.4 million, an increase of $14.1
million from 1996. This increase was primarily attributable to (i) $8.5
million of network services costs related to the TEA operations; (ii) $3.9
million of network services costs related to the Crown operations; and (iii)
$0.9 million in site rental costs attributable to the Crown operations. Costs
of operations for site rental as a percentage of site rental revenues
decreased to 20.1% for 1997 from 23.0% for 1996 because of increased
utilization of the towers located in the southwestern United States and Puerto
Rico. Costs of operations for network services as a percentage of network
services revenues were 64.4% for 1997, reflecting lower margins that are
inherent in the network services businesses acquired in 1997.

General and administrative expenses for 1997 were $6.8 million, an increase
of $5.1 million from 1996. This increase was primarily attributable to $3.0
million of expenses related to the Crown operations and $1.4 million of
expenses related to the TEA operations, along with an increase in costs of
$0.2 million at CCIC's corporate office. General and administrative expenses
as a percentage of revenues decreased for 1997 to 21.7% from 27.0% for 1996
because of lower overhead costs as a percentage of revenues for Crown and TEA.

Corporate development expenses for 1997 were $5.7 million, an increase of
$4.4 million from 1996. A substantial portion of this increase was
attributable to nonrecurring compensation charges associated with the CTI
Investment of (i) $0.9 million for certain executive bonuses and (ii) the
repurchase of shares of CCIC's common stock from a member of its Board of
Directors, which resulted in compensation charges of $1.3 million. The
remaining $2.2 million of the increase in corporate development expenses was
attributable to a higher allocation of personnel costs, along with an overall
increase in such costs, associated with an increase in acquisition and
business development activities.

Depreciation and amortization for 1997 was $7.0 million, an increase of $5.7
million from 1996. This increase was primarily attributable to (i) $4.7
million of depreciation and amortization related to the property and
equipment, goodwill and other intangible assets acquired in the Crown Merger;
(ii) $0.5 million of depreciation and amortization related to the property and
equipment and goodwill acquired in the TEA and TeleStructures Acquisitions;
and (iii) $0.3 million resulting from twelve months of depreciation related to
the property and equipment acquired in the Puerto Rico Acquisition.

The equity in losses of unconsolidated affiliate of $1.1 million represents
CCIC's 34.3% share of CTI's net loss for the period from March through
December 1997. After making appropriate adjustments to CTI's results of
operations for such period to conform to generally accepted accounting
principles of the United States, CTI had net revenues, operating income,
interest expense (including amortization of deferred financing costs) and net
losses of $103.5 million, $16.5 million, $20.4 million and $3.3 million,
respectively.

Interest and other income for 1997 includes a $1.2 million fee received in
March 1997 as compensation for leading the investment consortium which
provided the equity financing for CTI, the impact on earnings of which was
partially offset by certain executive bonuses related to the CTI Investment
and included in corporate development expenses. Interest income for 1997
resulted primarily from the investment of excess proceeds from the sale of
CCIC's Series C Convertible Preferred Stock in February 1997.

Interest expense and amortization of deferred financing costs for 1997 was
$9.3 million, an increase of $7.5 million, or 413.3%, from 1996. This increase
was primarily attributable to (i) commitment fees related to an unfunded
interim loan facility related to the Crown Merger and an unfunded revolving
credit facility; (ii) interest on notes payable to the former stockholders of
Crown for a portion of the purchase price of the Crown Business; (iii)
amortization of the original issue discount on the Notes; (iv) interest and
fees associated with borrowings under CCIC's bank credit facility which were
used to finance the Crown Merger on an interim basis; (v) interest on
outstanding borrowings assumed in connection with the Crown Merger; and (vi)
interest on borrowings under CCIC's bank credit facility which were used to
finance the acquisition of the Puerto Rico System.

Comparison of Years Ended December 31, 1996 and 1995

Consolidated revenues for 1996 were $6.2 million, an increase of $2.1
million, or 53.0%, from 1995. This increase was primarily attributable to (i)
$0.6 million in site rental revenues attributable to the Puerto Rico
operations; (ii) $0.6 million in site rental revenues resulting from the
effect of a full year's activity for the operations of Spectrum (which was
acquired in October 1995); (iii) an increase in site rental revenues of $0.3
million, or 6.9%, from the towers acquired from PCI; and (iv) $0.5 million in
SMR and microwave radio services revenues attributable to the Puerto Rico
operations.

Costs of operations for 1996 were $1.3 million, an increase of $0.1 million,
or 6.0%, from 1995. Additional costs in 1996 of $0.3 million attributable to
the Puerto Rico operations were largely offset by decreased costs of $0.2
million associated with the towers acquired from PCI. Such towers were managed
by PCI during 1995 under an agreement with CCIC, and the management fees
charged to CCIC amounted to $0.6 million. CCIC began managing the towers on
January 1, 1996. As a result of these factors, costs of operations as a
percentage of revenues decreased to 21.0% in 1996 from 30.2% in 1995.

General and administrative expenses for 1996 were $1.7 million, an increase
of $0.9 million from 1995. This increase was primarily attributable to costs
of $0.5 million and $0.1 million associated with the Spectrum and Puerto Rico
Acquisitions, respectively, along with an increase in costs of $0.3 million,
or 41.7%, at CCIC's corporate office. General and administrative expenses at
CCIC's corporate office increased because of additional personnel costs and
higher overhead resulting from CCIC's internal management of the PCI towers
beginning in 1996. As a result of these factors, general and administrative
expenses as a percentage of revenues increased to 27.0% in 1996 from 18.0% in
1995.

Corporate development expenses for 1996 were $1.3 million, an increase of
$1.1 million from 1995. This increase was primarily attributable to a higher
allocation of personnel costs, along with an overall increase in such costs
associated with an increase in acquisition and business development activities
during the last half of 1996.

Depreciation and amortization for 1996 was $1.2 million, an increase of $0.4
million from 1995. This increase was primarily associated with depreciation
associated with towers purchased in the Puerto Rico Acquisition and goodwill
created in the Spectrum Acquisition.

Interest and other income for 1996 was $0.2 million, an increase of $0.1
million from 1995, primarily resulting from the investment of excess proceeds
from the sale of CCIC's Series B Convertible Preferred Stock in July 1996.
Interest expense and amortization of deferred financing costs for 1996 were
$1.8 million, an increase of $0.7 million, or 58.6%, from 1995, primarily
resulting from borrowings under CCIC's bank credit agreement which were used
to finance the Puerto Rico Acquisition.

CTI

CTI's primary sources of revenues are from (i) the provision of analog and
digital broadcast transmission services to the BBC and commercial
broadcasters; (ii) the rental of antenna space on towers and (iii) the
provision of network services, which includes broadcast consulting, network
design and site selection, site acquisition, site development and antenna
installation and site management and other services.

Broadcast transmission services revenues are received for both analog and
digital transmission services. Monthly analog transmission revenues of
approximately $6.5 million (as of March 31, 1998) are received from the BBC
under a contract with an initial 10 year term through March 31, 2007.
Additional monthly analog revenues of $0.1 million per station (as of March
31, 1998) are received from two national commercial radio stations under
contracts with eight year terms commencing from March 31, 1993 and February 4,
1995, respectively. Digital transmission services revenues from the BBC and
BDB are recognized under contracts with initial terms of 12 years from the
date on which the Company commences digital terrestrial transmission services
for the BBC and BDB, respectively. Monthly revenues from these digital
transmission contracts increase over time as the network rollout progresses,
with monthly revenues as of March 31, 1998 of approximately $0.5 million and
$0.4 million from the BBC and BDB, respectively. See "Business--U.K.
Operations--Significant Contracts".

Site rental revenues are received from other broadcast transmission service
providers (primarily NTL) and wireless communications companies, including all
four U.K. cellular operators (Cellnet, Vodafone, One2One and Orange).
Currently, approximately 200 companies rent space on approximately 405 of
CTI's 806 towers and rooftops. Site rental revenues are generally recognized
on a monthly basis under lease agreements with original terms of three to
twelve years. Such lease agreements generally require annual payments in
advance, and include rental rate adjustment provisions between one and three
years from the commencement of the lease. Monthly revenues from CTI's largest
site rental customer, NTL, were approximately $1.0 million as of March 31,
1998. Site rental revenues are expected to become an increasing portion of
CTI's total U.K. revenue base, and the Company believes that the demand for
site rental from communication service providers will increase in line with
the expected growth of these communication services in the United Kingdom.

Network services revenues consist of (i) network design and site selection,
site acquisition, site development and antenna installation (collectively,
"network design and development") and (ii) site management and other services.
Network design and development services are provided to (i) a number of
broadcasting and related organizations, both in the United Kingdom and other
countries; (ii) all four U.K. cellular operators; and (iii) a number of other
wireless communications companies, including Dolphin and Highway One. These
services are usually subject to a competitive bid, although a significant
proportion result from an operator coming onto an existing CTI site. Revenues
from such services are recognized on either a fixed price or a time and
materials basis. Site management and other services, consisting of both
network monitoring and equipment maintenance, are carried out in the United
Kingdom for a number of emergency service organizations. Revenues for such
services are received under contracts with original terms of between three and
five years. They provide for fixed prices with respect to network monitoring
and variable pricing dependent on the level of equipment maintenance carried
out in a given period.

Costs of operations for broadcast transmission services consist primarily of
employee compensation and related benefits costs, utilities, rental payments
under the Site-Sharing Agreement with NTL, circuit costs and repairs and
maintenance on both transmission equipment and structures.

Site rental operating costs consist primarily of employee compensation and
related benefits costs, utilities and repairs and maintenance. The majority of
such costs are relatively fixed in nature, with increases in revenue from new
installations on existing sites generally being achieved without a
corresponding increase in costs.

Costs of operations for network services consist primarily of employee
compensation and related benefits costs and on-site construction and materials
costs.

General and administrative expenses consist primarily of office occupancy
and related expenses, travel costs, professional and consulting fees,
advertising, insurance and employee training and recruitment costs.

Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives. These expenses
consist primarily of external professional fees related to specific activities
and allocated compensation, benefits and overhead costs that are not directly
related to the administration or management of CTI's existing lines of
business.

Depreciation and amortization charges relate to CTI's property and equipment
(primarily towers, broadcast transmission equipment and associated buildings)
and goodwill recorded in connection with the acquisition of the Home Service
Transmission business from the BBC (the "BBC Home Service Transmission
Business"). Depreciation of towers is computed with useful lives of 20 to 25
years; depreciation of broadcast transmission equipment is computed with a
useful life of 20 years; and depreciation of buildings is computed with useful
lives ranging from 20 to 50 years. Amortization of goodwill is computed with a
useful life of 20 years.

The following information is derived from the Consolidated Profit and Loss
Accounts of (i) CTI for periods subsequent to February 28, 1997 (the date of
inception of CTI's operations) and (ii) the BBC Home Service Transmission
Business for periods prior to that date. For purposes of the following
discussion, CTI's results for the month ended March 31, 1997 have been
combined with the results of the BBC Home Service Transmission Business for
the eleven months ended February 27, 1997, and CTI's results for the nine
months ended December 31, 1997 have been combined with its results for the
three months ended March 31, 1998. The following discussion presents an
analysis of such combined results for the twelve-month periods ended March 31,
1998 and 1997. Results for CTI are not comparable to results from the BBC Home
Service Transmission Business due to differences in the carrying amounts of
property and equipment and goodwill. As of December 31, 1997, CTI changed its
fiscal year end for financial reporting purposes from March 31 to December 31;
as such, the results for the three months ended March 31, 1998 are unaudited.

CTI uses the U.K. pound sterling as the functional currency for its
operations. The following amounts have been translated to U.S. dollars using
the average Noon Buying Rate for each period. The average exchange rates for
such periods ranged from (Pounds)1.00 = $1.5841 to (Pounds)1.00 = $1.6459. In
addition, the following amounts reflect certain adjustments to present the
results of operations in accordance with generally accepted accounting
principles ("GAAP") of the U.S. For the results of the BBC Home Service
Transmission Business, such adjustments effect depreciation and amortization
expense as a result of differences in the carrying amounts for property and
equipment; for CTI, such adjustments effect (i) operating expenses as a result
of differences in the accounting for pension costs, and (ii) interest expense
as a result of the capitalization of interest costs in connection with
constructed assets.

TWELVE MONTHS TWELVE MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1997 1998
------------------ ------------------
PERCENT PERCENT
OF NET OF NET
AMOUNT REVENUES AMOUNT REVENUES
-------- -------- -------- --------
(DOLLARS IN THOUSANDS)

Net revenues:
Site rental and broadcast
transmission.................. $112,122 91.7% $113,558 89.2%
Network services and other..... 10,090 8.3 13,731 10.8
-------- ----- -------- -----
Total net revenues........... 122,212 100.0 127,289 100.0
-------- ----- -------- -----
Operating expenses:
Costs of operations:
Site rental and broadcast
transmission................ 61,339 54.7 53,957 47.5
Network services and other... 5,912 58.6 6,075 44.2
-------- --------
Total costs of operations.. 67,251 55.0 60,032 47.1
General and administrative..... 7,196 5.9 8,626 6.8
Corporate development.......... -- -- 2,303 1.8
Depreciation and amortization.. 17,256 14.1 37,382 29.4
-------- ----- -------- -----
Operating income................. 30,509 25.0 18,946 14.9
Other income (expense):
Interest and other income...... 79 0.1 746 0.6
Interest expense and amortiza-
tion of deferred financing
costs......................... (1,434) (1.2) (24,201) (19.0)
-------- ----- -------- -----
Income (loss) before income tax-
es.............................. 29,154 23.9 (4,509) (3.5)
Provision for income taxes..... -- -- -- --
-------- ----- -------- -----
Net income (loss)................ $ 29,154 23.9% $ (4,509) (3.5)%
======== ===== ======== =====

Comparison of Twelve Months Ended March 31, 1998 and Twelve Months Ended
March 31, 1997

Consolidated revenues for the twelve months ended March 31, 1998 were $127.3
million, an increase of $5.1 million from the twelve months ended March 31,
1997. This increase was primarily attributable to (i) a $1.4 million increase
in broadcast transmission services and site rental revenues and (ii) a $3.6
million increase in network services and other revenues. Revenues from the BBC
for the twelve months ended March 31, 1998 amounted to $79.5 million, or 62.5%
of total revenues, as compared to $85.5 million, or 70.0% of total revenues,
for the twelve months ended March 31, 1997. Revenues from NTL for the twelve
months ended March 31, 1998 amounted to $11.8 million, or 9.2% of total
revenues. Network services revenues for the twelve months ended March 31, 1998
consisted of $10.6 million from network design and development services and
$3.1 million from site management and other services.

Costs of operations for the twelve months ended March 31, 1998 were $60.0
million, a decrease of $7.2 million from the twelve months ended March 31,
1997. This decrease was primarily attributable to a $7.4 million decrease in
broadcast transmission services and site rental costs, partially offset by a
$0.2 million increase in network services and other costs. Costs of operations
as a percentage of revenues for broadcast transmission services and site
rental were 47.5% for the twelve months ended March 31, 1998, as compared to
54.7% for the twelve months ended March 31, 1997. This decrease was
attributable to (i) increases in site rental revenues from existing sites with
little change in site operating costs; and (ii) the elimination, as of
February 28, 1997, of certain costs recharged to the BBC Home Service
Transmission Business by the BBC. Costs of operations as a percentage of
revenues for network services and other were 44.2% for the twelve months ended
March 31, 1998, as compared to 58.6% for the twelve months ended March 31,
1997. This decrease was attributable to (i) a higher proportion of broadcast
consulting revenues, which result in higher margins than certain other network
design and development services and (ii) the elimination, as of February 28,
1997, of

certain costs recharged to the BBC Home Service Transmission Business by the
BBC. Costs of operations for site rental and broadcast transmission for the
twelve months ended March 31, 1998 includes non-cash compensation charges for
$1.1 million related to the issuance of stock options to certain employees.

General and administrative expenses for the twelve months ended March 31,
1998 were $8.6 million, an increase of $1.4 million from the twelve months
ended March 31, 1997. As a percentage of revenues, general and administrative
expenses were 6.8% and 5.9% for the twelve months ended March 31, 1998 and
1997, respectively. This increase was attributable to costs incurred by CTI as
a separate enterprise which were not directly incurred by the BBC Home Service
Transmission Business as a part of the BBC.

Corporate development expenses for the twelve months ended March 31, 1998
relate primarily to costs incurred in connection with certain projects in
Australasia and non-cash compensation charges for $1.8 million related to the
issuance of stock options to certain executives.

Depreciation and amortization for the twelve months ended March 31, 1998 was
$37.4 million, an increase of $20.1 million from the twelve months ended March
31, 1997. Monthly charges for depreciation and amortization increased for
periods subsequent to February 28, 1997 due to (i) a decrease in the estimated
useful lives for certain transmission and power plant equipment from 25 to 20
years; and (ii) the amortization of goodwill recorded in connection with the
acquisition of the BBC Home Service Transmission Business.

Interest and other income for the twelve months ended March 31, 1998
resulted primarily from (i) the investment of excess proceeds from amounts
drawn under CTI's bank credit facilities in February 1997; and (ii) the
investment of cash generated from operations during the period.

Interest expense and amortization of deferred financing costs for the twelve
months ended March 31, 1998 was $24.2 million. This amount was comprised of
(i) $4.9 million related to amounts drawn under the CTI Credit Facility; (ii)
$15.6 million related to the CTI Bonds; and (iii) $3.7 million for the
amortization of deferred financing costs. Interest expense and amortization of
deferred financing costs of $1.4 million for the twelve months ended March 31,
1997 was attributable to amounts drawn under the CTI Credit Facility. The BBC
Home Service Transmission Business did not incur any financing costs as a part
of the BBC prior to February 28, 1997.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 1998, after giving pro forma effect to the Roll-Up and the
Offering, the Company had consolidated cash and cash equivalents of $312.4
million (including $13.4 million at CTI), consolidated long-term debt of
$436.5 million, invested capital from the issuance of its redeemable preferred
stock of $35.0 million and consolidated stockholders' equity of $1,180.3
million.

The Company's business strategy contemplates substantial capital
expenditures in connection with (i) the expansion of its tower footprints by
partnering with wireless communications carriers to assume ownership of their
existing towers and by pursuing build-to-suit opportunities and (ii) to
acquire existing transmission networks globally as opportunities arise. The
exact amount of such capital expenditures will depend on the number of such
opportunities that the Company is able to pursue. In addition, the Company
anticipates that it will build or acquire, through the end of 1999,
approximately 1,000 towers in the United States at a cost of approximately
$237.0 million and approximately 300 towers in the United Kingdom at a cost of
approximately $33.5 million. The Company also expects that the capital
expenditure requirements related to the rollout of digital broadcast
transmission in the United Kingdom will be approximately (Pounds)110.0 million
($184.4 million).

To fund the execution of the Company's business strategy, the Company and
its subsidiaries expect to use the net proceeds of the Offering, the
borrowings available under the Senior Credit Facility, the borrowings
available under the CTI Credit Facility and the remaining net proceeds from
the 1997 Notes Offering. Whether the Company utilizes the Senior Credit
Facility and the CTI Credit Facility to finance expansion opportunities will
depend upon a number of factors, including (i) the attractiveness of the
opportunities, (ii) the time frame in

which they are identified, (iii) the number of pre-existing projects to which
the Company is committed and (iv) the Company's liquidity at the time of any
potential opportunity. In the event the Company does not otherwise have cash
available (from the net proceeds of the 1997 Notes Offering, the net proceeds
of the Offering or otherwise), or borrowings under the Senior Credit Facility
or the CTI Credit Facility have otherwise been utilized, when an opportunity
arises, the Company would be forced to seek additional debt or equity
financing or to forego the opportunity. In the event the Company determines to
seek additional debt or equity financing, there can be no assurance that any
such financing will be commercially available or permitted by the terms of the
Company's existing indebtedness. To the extent the Company is unable to
finance future capital expenditures, it will be unable to achieve its
currently contemplated business strategy.

For the years ended December 31, 1995, 1996 and 1997, and for the three
months ended March 31, 1998, CCIC's net cash provided by (used for) operating
activities was $1.7 million, ($0.5 million), ($0.6 million) and ($3.0
million), respectively. Since its inception, CCIC has generally funded its
activities (other than its acquisitions and investments) through excess
proceeds from contributions of equity capital. CCIC has financed its
acquisitions and investments with the proceeds from equity contributions,
borrowings under its bank credit facility and the issuance of promissory notes
to sellers. For the ten months ended December 31, 1997 and for the three
months ended March 31, 1998, CTI's net cash provided by operating activities
was $51.0 million and $3.7 million, respectively. Since its inception, CTI has
generally funded its activities (other than the acquisition of the BBC Home
Service Transmission Business) through cash provided by operations and
borrowings under the CTI Credit Facility. CTI financed the acquisition of the
BBC Home Service Transmission Business with the proceeds from equity
contributions and the issuance of the CTI Bonds.

On a pro forma basis, capital expenditures (excluding acquisitions) were
$56.5 million for the year ended December 31, 1997 (of which $3.4 million was
for CCIC and TEA, $27.1 million was for Crown and $26.0 million was for CTI)
and $36.8 million for the three months ended March 31, 1998 (of which $0.8
million was for CCIC, $23.7 million was for Crown and $12.3 million was for
CTI).

In August and October of 1997, CCIC issued shares of its Senior Convertible
Preferred Stock for aggregate net proceeds of $29.3 million and $36.5 million,
respectively. The proceeds from the August issuance were used to make a $25.0
million payment as part of the cash purchase price for the Crown Merger. On
October 31, 1997, the Company entered into an amendment to the Senior Credit
Facility. As amended, the Senior Credit Facility provides for available
borrowings of $100.0 million and expires on December 31, 2004. On October 31,
1997, in connection with the October Refinancing, new borrowings under the
Senior Credit Facility of $94.7 million, along with the proceeds from the
October issuance of the Senior Convertible Preferred Stock, were used to repay
the seller note issued in connection with the Crown Merger, to repay loans
outstanding under a credit agreement at CCI and to pay related fees and
expenses. The Senior Credit Facility requires the Company to maintain certain
financial covenants and places restrictions on the ability of the Company and
its subsidiaries to, among other things, incur debt and liens, pay dividends,
make capital expenditures, undertake transactions with affiliates and make
investments.

CCIC used the net proceeds from the 1997 Notes Offering to repay
substantially all of its outstanding indebtedness, including borrowings under
the Senior Credit Facility, and to pay related fees and expenses. The balance
of the net proceeds from the 1997 Notes Offering is being used for general
corporate purposes. As of May 29, 1998, CCIC's subsidiaries had unused
borrowing availability under the Senior Credit Facility of approximately $39.5
million.

On February 28, 1997, CTI used the proceeds from equity contributions and
borrowings under the CTI Credit Facility to finance the acquisition of the BBC
Home Service Transmission Business. On May 21, 1997, CTI used the net proceeds
from the sale of the CTI Bonds to repay substantially all of the outstanding
borrowings under the CTI Credit Facility. As of May 29, 1998, CTI had unused
borrowing availability under the CTI Credit Facility of approximately
(Pounds)35.0 million ($57.1 million). The CTI Credit Facility requires CTI to
maintain certain financial covenants and places restrictions on the ability of
CTI to, among other things, incur debt and liens, pay

dividends, make capital distributions, make acquisitions, undertake
transactions with affiliates and make investments. The terms of the CTI Credit
Facility require mandatory prepayment upon the consummation of the Offering;
as such, the Company intends to seek to refinance the CTI Credit Facility in
connection with the Offering.

Prior to May 15, 2003, CCIC's interest expense on the Notes will be
comprised solely of the accretion of original issue discount. Thereafter, the
Notes will require annual cash interest payments of approximately
$26.7 million. In addition, the Senior Credit Facility, the CTI Credit
Facility and the CTI Bonds will require periodic interest payments on amounts
borrowed thereunder. The Company's ability to make scheduled payments of
principal of, or to pay interest on, its debt obligations, and its ability to
refinance any such debt obligations (including the Notes and the CTI Bonds),
will depend on its future performance, which, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond its control. As discussed above, the Company's
business strategy contemplates substantial capital expenditures in connection
with the expansion of its tower footprints. There can be no assurance that the
Company will generate sufficient cash flow from operations in the future, that
anticipated revenue growth will be realized or that future borrowings, equity
contributions or loans from affiliates will be available in an amount
sufficient to service its indebtedness and make anticipated capital
expenditures. The Company anticipates that it may need to refinance all or a
portion of its indebtedness (including the Notes and the CTI Bonds) on or
prior to its scheduled maturity. There can be no assurance that the Company
will be able to effect any required refinancings of its indebtedness
(including the Notes and the CTI Bonds) on commercially reasonable terms or at
all. See "Risk Factors".

Because of the relatively low levels of inflation experienced in 1995, 1996
and 1997, inflation did not have a significant effect on CCIC's, Crown's or
CTI's results in such years.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 128, Earnings per Share
("SFAS 128"). SFAS 128 establishes new standards for computing and presenting
earnings per share ("EPS") amounts for companies with publicly held common
stock or potential common stock. The new standards require the presentation of
both basic and diluted EPS amounts for companies with complex capital
structures. Basic EPS is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding for
the period, and excludes the effect of potentially dilutive securities (such
as options, warrants and convertible securities) which are convertible into
common stock. Dilutive EPS reflects the potential dilution from such
convertible securities. SFAS 128 is effective for periods ending after
December 15, 1997. The Company has adopted the requirements of SFAS 128 in its
financial statements for the year ended December 31, 1997.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS 130 establishes
standards for the reporting and display of comprehensive income in a company's
financial statements. Comprehensive income includes all changes in a company's
equity accounts (including net income or loss) except investments by, or
distributions to, the company's owners. Items which are components of
comprehensive income (other than net income or loss) include foreign currency
translation adjustments, minimum pension liability adjustments and unrealized
gains and losses on certain investments in debt and equity securities. The
components of comprehensive income must be reported in a financial statement
that is displayed with the same prominence as other financial statements. SFAS
130 is effective for fiscal years beginning after December 15, 1997. The
Company has adopted the requirements of SFAS 130 in its financial statements
for the three months ended March 31, 1998.

SFAS 131 also requires that certain information about operating segments be
reported in interim financial statements. SFAS 131 is effective for periods
beginning after December 15, 1997. The Company will adopt the requirements of
SFAS 131 in its financial statements for the year ending December 31, 1998.

YEAR 2000 COMPLIANCE

The Company is in the process of conducting a comprehensive review of its
computer systems to identify which of its systems will have to be modified,
upgraded or converted to recognize and process dates after December 31, 1999
(the "Year 2000 Issue"), and is in the initial stages of developing an
implementation plan to resolve the issue. The Company expects to incur
internal staff costs, as well as other expenses, related to testing and
updating its systems to prepare for the Year 2000. The Company presently
believes that, with modifications and upgrades to existing software and
successful conversion to new software, the Year 2000 Issue will not pose
significant operational problems for the Company's systems as so modified,
upgraded or converted. Although the Company is in the initial phases of
determining the impact of the Year 2000 Issue, the Company anticipates it will
be fully Year 2000 compliant by September 1, 1999; however, any delays or
omissions by the Company or its customers, suppliers or contractors to resolve
the Year 2000 Issue could materially adversely affect the Company's business,
financial condition or results of operations. There can be no assurance that
amounts to be spent on addressing the Year 2000 Issue will not be material.

INDUSTRY BACKGROUND

GENERAL

The wireless communications industry is growing rapidly as new wireless
technologies are developed and consumers become more aware of the benefits of
wireless services. Wireless technologies are being used in more applications
and the cost of wireless services to consumers is declining. A significant
number of new competitors in the wireless communications industry have
developed as additional frequency spectrum has become available for a wide
range of uses, most notably PCS and PCN. This competition, combined with an
increasing reliance on wireless communications by consumers and businesses,
has led to an increased demand for higher quality, uninterrupted service and
improved coverage, which, in turn, has led to increased demand for
communications sites as new carriers build out their networks and existing
carriers upgrade and expand their networks to maintain their competitiveness.
These trends are affecting the wireless communications industry around the
world.

As the wireless communications industry has become more competitive,
wireless communications carriers have sought operating and capital
efficiencies by outsourcing certain network services and the build-out and
operation of new and existing infrastructure and by co-locating transmission
equipment with other carriers on multiple tenant towers. The need for co-
location has also been driven by the growing trend by municipalities to slow
the proliferation of towers. Further, the Company believes that there has been
a fundamental shift in strategy among established wireless communications
carriers relating to infrastructure ownership. The Company believes that in
order to free up capital for the growth and management of their customer base
and expansion of their service offerings, such carriers are beginning to seek
to sell their wireless communications infrastructure to, or establish joint
ventures with, experienced infrastructure providers that have the ability to
manage networks. The Company believes that those infrastructure providers with
a proven track record of providing end-to-end services will be best positioned
to successfully acquire access to such wireless communications infrastructure.

The television broadcasting industry is experiencing significant change
because of the impending widespread deployment of digital terrestrial
television. In the United States, the FCC has required the four major networks
(ABC, CBS, NBC and Fox) to commence DTV broadcasts in the top ten markets by
May 1999 and in the top 30 markets by November 1999. In the United Kingdom,
pursuant to the Broadcasting Act 1996, six digital television transmission
multiplexes, which permit the holders to transmit digital television
broadcasting services, have been allocated with digital transmission expected
to commence on a commercial basis in late 1998. Denmark has introduced digital
television and Australia, France and Sweden are expected to be the next
countries to do so, followed by other European nations and later by developing
countries. Many countries are expected to start to establish digital services
within the next five years. The shift to digital transmission will require
network design, development and engineering services and the significant
enhancement of existing broadcast transmission infrastructure, including new
transmission and monitoring equipment and the modification, strengthening and
construction of towers (including over 1,000 tall towers in the United
States). In addition, state-run broadcast transmission networks are continuing
to be privatized throughout the world.

The Company expects these trends to continue around the world in both the
wireless communications and broadcasting industries. The Company believes that
the next logical step in the outsourcing of infrastructure by wireless
communications carriers and broadcasters will be the outsourcing of the
operation of their towers and transmission networks, including the
transmission of their signals, in much the same way as the BBC has done with
its transmission network. This outsourcing will allow carriers to realize
additional operating and capital efficiencies and to focus on management of
their customer base and expansion of their service offerings. Management
believes that such carriers will only entrust the transmission of their
signals to those infrastructure

providers, such as the Company, that have the ability to manage towers and
transmission networks and a proven track record of providing end-to-end
services to the wireless communications and broadcasting industries.

DEVELOPMENT OF THE TOWER INDUSTRY

United States. The U.S. wireless communications industry was transformed in
the 1970s through the issuance of licenses by the FCC to provide high quality
communications services to vehicle-mounted and hand-held portable telephones,
pagers and other devices. The licensees built and began operating wireless
networks that were supported by communication sites, transmission equipment
and other infrastructure. In the early 1980s, the number of towers began to
expand significantly with the development of more advanced wireless
communications systems, particularly cellular and paging. Nevertheless, as
additional towers were built by the wireless communications carriers, they
often were built for a single purpose rather than as multiple tenant towers.
Further, these towers were generally owned and maintained by carriers and were
treated as corporate cost centers operated primarily for the purpose of
transmitting or receiving such carriers' signals.

During the mid-to-late 1980s, a number of independent operators of towers
began to emerge. These independent tower operators focused on owning and
managing towers with multiple tenants by adding lessees to existing and
reconstructed towers. The Company believes the majority of these operators
were small business owners with a small number of local towers and few
services other than site rental. In the last five years, however, several
larger independent tower operators have emerged as demand for wireless
services has continued to grow and as additional high frequency licenses have
been awarded for new wireless services (including PCS, narrowband paging and
wireless local loop), each requiring networks with extensive tower
infrastructure. These independent tower operators have sought to acquire
smaller operators as well as suitable clusters of towers formerly owned by
carriers and broadcasters in order to establish regional and national "tower
footprints". Carriers expanding or building a network in a geographic area
generally seek to lease space for antennas from a tower company with a
strategically located cluster of towers and other communication sites in that
area in order to efficiently and effectively establish service coverage in a
given market.

Today, towers are owned by a variety of companies, including wireless
communications carriers, local and long distance telecommunications companies,
broadcasting companies, independent tower operators, utilities and railroad
companies. Despite the increasing demand for towers, the tower industry in the
United States remains highly fragmented, with only a few independent tower
operators owning a large number of towers. The pace of consolidation has begun
to accelerate, however, as the larger independent operators continue to
acquire small local operators and purchase towers from wireless communications
companies. In addition, wireless communications carriers are building out new,
or filling in existing, tower footprints for new and existing wireless
services. Independent operators have also expanded into a number of associated
network and communication site services, including the design of communication
sites and networks, the selection and acquisition of tower and rooftop sites
(including the resolution of zoning and permitting issues) and the
construction of towers. Previously, carriers typically handled such services
through in-house departments, and local nonintegrated service contractors
focused on specific segments such as radio frequency engineering and site
acquisition.

Broadcast towers in the United States have typically been owned and operated
on a fragmented basis. Typically, each network affiliate in each major market
owns and operates its own television broadcasting tower. Local stations often
have co-located their transmission equipment on these towers. Radio broadcast
towers have also typically been erected by each station in a given market.
Both television and radio broadcast towers have generally been constructed
only for a single user and would require substantial strengthening to house
new digital transmission equipment or other analog transmission equipment. As
a result, similar to wireless communications towers, such towers historically
have been treated as corporate cost centers operated primarily for the purpose
of transmitting such broadcasters' signals.

United Kingdom. The first towers in the United Kingdom were built for the
BBC's MF radio services. Additional towers were built in the 1940s to transmit
HF radio services around the world. In the 1950s, both the BBC and Independent
Television Authority built towers for transmission of VHF television. The BBC
used some of these towers and built additional towers in the 1960s for its
VHF/FM radio services. UHF television started in 1964 and is now transmitted
from some 1,100 towers. These towers have been built at a relatively constant
rate (compared with wireless communications towers). The majority of tall
towers were built in the 1950s and 1960s. The number of smaller towers built
peaked at approximately 80 per year in the 1970s, reducing to approximately 25
per year in the early 1990s. The size and structure of towers varies widely
due to location, antenna requirements and wind loading. Towers built primarily
for broadcast transmission are often able to carry wireless communications
antennas. Those that are currently incapable of doing so can be strengthened
or replaced.

Since 1982, the growth of wireless communications in the United Kingdom has
led to significant expansion in the number of towers. Historically, there have
been four major wireless communications carriers in the United Kingdom, each
of which, in general, built towers for its own use, rather than as multiple
tenant owners. These towers are owned and maintained by such carriers and, as
in the United States, were treated as corporate cost centers operated
primarily for the purpose of transmitting or receiving their signals. With the
smaller geographic size of the United Kingdom, as compared to the United
States, these carriers typically constructed their tower footprint to provide
national coverage. Because of this nationwide buildout, independent tower
owners have not developed as they have in the United States. In addition to
wireless communications providers, towers in the United Kingdom are owned by a
variety of companies, such as telecommunications companies, utilities and
railroad companies.

Today, tower owners are upgrading their networks to provide more capacity
and better service to their customers, while new entrants to the wireless
communications market have sought to acquire rapid access to networks that
provide national coverage. With the significant costs associated with the
approval process for and the construction of new towers, and the significant
capital requirements associated with ownership of tower infrastructure,
wireless communications carriers have begun to look to third party tower
owners to co-locate their antennas on existing towers, to build, own and
operate new towers and to acquire such carriers' portfolios of existing
towers.

CHARACTERISTICS OF THE TOWER INDUSTRY

Management believes that, in addition to the favorable growth and
outsourcing trends in the wireless communications and broadcasting industries
and high barriers to entry as a result of regulatory and local zoning
restrictions associated with new tower sites, tower operators benefit from
several favorable characteristics. The ability of tower operators to provide
antenna sites to customers on multiple tenant towers provides them with
diversification against the specific technology, product and market risks
typically faced by any individual carrier. The emergence of new technologies,
carriers, products and markets may allow independent tower operators to
further diversify against such risks. Additionally, tower operators face
increased "Not-In-My-Backyard" ("NIMBY") sentiment by communities and
municipalities, which is reducing the number of opportunities for new towers
to be built and driving the trend toward co-location on multiple tenant
towers.

The Company believes that independent tower operators also benefit from the
contractual nature of the site rental business and the predictability and
stability of monthly, recurring revenues. In addition, the site rental
business has low variable costs and significant operating leverage. Towers
generally are fixed cost assets with minimal variable costs associated with
additional tenants. A tower operator can generally expect to experience
increasing operating margins when new tenants are added to existing towers.

The site rental business typically experiences low tenant churn as a result
of the high costs that would be incurred by a wireless communications carrier
were it to relocate an antenna to another site and consequently be forced to
re-engineer its network. Moving a single antenna may alter the pre-engineered
maximum signal coverage, requiring a reconfigured network at significant cost
to maintain the same coverage. Similarly, a television or FM broadcaster would
incur significant costs were it to relocate a transmitter because, in order to
avoid interruption of its transmissions, it would be necessary for the
broadcaster to install and commence

operations of a second broadcast site prior to ceasing signal transmission at
the first site. In addition, regulatory problems associated with registering
the location of the new antenna with the FCC, in the United States, or being
licensed for the location by the Radiocommunications Agency (the "RA") in the
United Kingdom, may arise if the new location is at the edge of the wireless
communication carrier's coverage area and if there is a possible adverse
impact on other carriers. Municipal approvals are becoming increasingly
difficult to obtain and may also affect the carrier's decision to relocate.
The costs associated with network reconfiguration and FCC, RA and municipal
approval and the time required to complete these activities may not be
justified by any potential savings in reduced site rental expense.

TRENDS IN THE WIRELESS COMMUNICATIONS AND BROADCASTING INDUSTRIES

The Company's existing and future business opportunities are affected by the
ongoing trends within the two major industries it serves, namely the wireless
communications industry and the radio and television broadcasting industry.
Each of these industries is currently experiencing a period of significant
change that the Company believes is creating an increasing demand for
communication sites and related infrastructure and network support services.

Wireless Communications

The wireless communications industry now provides a broad range of services,
including cellular, PCS, paging, SMR and ESMR. The industry has benefitted in
recent years from increasing demand for its services, and industry experts
expect this demand to continue to increase.

The Company believes that more communication sites will be required in the
future to accommodate the expected increase in demand for wireless
communications services. Further, the Company sees additional opportunities
with the development of higher frequency technologies (such as PCS), which
have a reduced cell range as a result of signal propagation characteristics
that require a more dense network of towers. In addition, network services may
be required to service the network build-outs of new carriers and the network
upgrades and expansion of existing carriers.

In addition to the increasing demand for wireless services and the need to
develop and expand wireless communications networks, the Company believes that
other trends influencing the wireless communication industry have important
implications for independent tower operators. In order to speed new network
deployment or expansion and generate efficiencies, carriers are increasingly
co-locating transmission equipment with that of other network operators. The
trend towards co-location has been furthered by the NIMBY arguments generated
by local zoning/planning authorities in opposition to the proliferation of
towers. Further, the number of competitors in wireless communications is
increasing due to the auction of new spectrum and the deployment of new
technologies. In this increasingly competitive environment, many carriers are
dedicating their capital and operations primarily to those activities that
directly contribute to subscriber growth, such as marketing and distribution.
These carriers, therefore, have sought to reduce costs and increase efficiency
through the outsourcing of infrastructure network functions such as
communication site ownership, construction, operation and maintenance.
Further, the Company believes that these carriers are beginning to seek to
move their tower portfolios off their balance sheets through sales to, or
joint ventures with, experienced tower operators who have the proven
capability to provide end-to-end services to the wireless communications
industry.

United States. Current emerging wireless communications systems, such as PCS
and ESMR, represent an immediate and sizable market for independent tower
operators and network services providers as carriers build out large
nationwide and regional networks. While several PCS and ESMR carriers have
already built limited networks in certain markets, these carriers still need
to fill in "dead zones" and expand geographic coverage. The Cellular
Telecommunications Industry Association ("CTIA") estimates that, as of
December 31, 1997, there were 51,600 antenna sites in the United States. The
Personal Communications Industry Association ("PCIA") estimates that the
wireless communications industry will construct at least 100,000 new antenna
sites over the next 10 years. As a result of advances in digital technology,
ESMR operators, including Nextel, have also begun to design and deploy digital
mobile telecommunications networks in competition with cellular carriers. In
particular response to the increased competition, cellular operators are re-
engineering their networks by

increasing the number of sites, locating sites within a smaller radius,
filling in "dead zones" and converting from analog to digital cellular service
in order to manage subscriber growth, extend geographic coverage and provide
competitive services. The demand for communication sites is also being
stimulated by the development of new paging applications, such as e-mail and
voicemail notification and two-way paging, as well as other wireless data
applications. In addition, as wireless communications networks expand and new
networks are deployed, the Company anticipates that demand for microwave
transmission facilities that provide "backhaul" of traffic between
communications sites to or from a central switching facility will also
increase.

Licenses are also being awarded, and technologies are being developed, for
numerous new wireless applications that will require networks of communication
sites. Future potential applications include those that will be deployed by
the winners of licenses auctioned in February and March 1998 for local multi-
point distribution services, including wireless local loop, wireless cable
television, wireless data and wireless Internet access. Radio spectrum
required for these technologies has, in many cases, already been awarded and
licensees have begun to build out and offer services through new wireless
systems. Examples of these systems include local loop networks operated by
WinStar and Teligent, wireless cable networks operated by companies such as
Cellular Vision and CAI Wireless, and data networks being constructed and
operated by RAM Mobile Data, MTEL and Ardis.

United Kingdom. As in the United States, the development of newer wireless
communications technologies, such as PCN and digital Terrestrial Trunked Radio
("TETRA"), provides tower operators with immediate opportunities for site
rental and new tower buildout. The four existing national GSM/PCN carriers
continue to fill in dead zones and add capacity to their networks. Also, the
carrier that is using the TETRA standard, which is similar to GSM and has been
adopted throughout Europe, is deploying a network across the United Kingdom.
The United Kingdom's newly-licensed wireless local loop operators have the
potential to be important site rental customers. Wireless local loop operators
provide telephony services that are comparable to the range and quality of
services delivered over the fixed wire networks. This technology is being
rapidly deployed as a low-cost alternative to fixed networks. To date, a total
of seven spectrum licenses have been awarded to companies planning to deploy
wireless loop systems. In addition, the deployment of a new national digital
PMR system (using the TETRA standard) for the use of the U.K. emergency
services and the announced licensing in early 1999 by the U.K. government of
UMTS (Universal Mobile Telecommunications Service) networks, which will be the
third generation of cellular, should create additional demand for antenna
space and tower sites.

Radio and Television Broadcasting

General. There are currently three main transmission delivery methods for
television and radio broadcasts: terrestrial, direct-to-home ("DTH") satellite
and cable. Terrestrial technology, the most common delivery method in the
United States and many other countries including the United Kingdom, relies on
signal transmission by wireless telegraphy from a network of terrestrial
transmitters for direct reception by viewers or listeners through an aerial
system. Satellite signals are transmitted to satellites that then beam the
signal over a target area (satellite footprint) for reception by a customer's
satellite dish. A satellite customer must either purchase or rent a dish and a
receiver/decoder and pay subscription fees to the relevant provider. A cable
television customer typically rents a receiver/decoder and pays a subscription
fee to receive services that are distributed to the home through co-axial or
fiber optic cable.

Until the 1990s, all three delivery methods used analog technology, which
remains the most widespread technology in use today. In the early 1990s,
digital technology was developed for radio and television broadcasting and has
begun to be introduced for the transmission of radio and television signals.
Digital transmission is now possible by terrestrial, satellite and cable
methods.

Digital technology allows a number of signals to be compressed and
interleaved, using a technical process called "multiplexing", before the
combined signal is transmitted within a single frequency channel. This process
makes the signal more robust, allowing the use of parts of the spectrum
unavailable to analog. A greater quantity

of audio-visual information can be transmitted with the same amount of
frequency spectrum allowing higher resolution or multiple channels to be
broadcast. At the point of reception, the compression and interleaving are
decoded and individual signals recovered.

Some of the principal advantages of digital compared to analog transmission
include: (i) greater number, choice and flexibility of broadcasting services
offered; (ii) scope for greater interactivity on the part of viewers and
listeners; (iii) greater capacity for pay-television (subscription and pay-
per-view) as well as free-to-air services; and (iv) enhanced picture quality
and sound. The development and timing of implementation of digital
transmission technology to the general public is a function of several
factors, including technological advancement, cost of equipment and conversion
process, quality improvement of visual and sound transmission and demand for
terrestrial bandwidth. The transition to digital transmission will involve
additional costs to viewers and program and transmission service providers.
Viewers will require additional equipment such as set-top boxes or digital
televisions. Program providers have begun to re-equip their studios and
production facilities with digital technology.

United States. Prior to the introduction of digital transmission, the U.S.
broadcasting industry had generally been a mature one in terms of demand for
transmission tower capacity, although even then opportunities existed for
independent tower operators to purchase transmission networks, manage them on
behalf of broadcasters under long-term contracts and lease space on
broadcasting towers to wireless communications carriers.

The FCC-mandated introduction of digital television broadcasting will
provide new opportunities for independent tower operators. The conversion of
broadcasting systems from analog to digital technology will require a
substantial number of new towers to be constructed to accommodate the new
systems and analog equipment displaced from existing towers. Even with DTV
transmissions, television station owners will likely continue to broadcast the
existing analog signals for a number of years. Broadcasters that own their own
tower infrastructure may elect to remove third-party tenants from their towers
to make room for their own DTV equipment. These displaced tenants, and tower
owners that are unable to remove existing third party tenants from their
towers, will require new towers to accommodate their transmission equipment.
The National Association of Broadcasters projects that by the year 2010
approximately 1,400 tall towers will be required to be built, strengthened or
modified to support DTV, with 200 towers required in the top 50 markets within
the next five years. Further, because of the need for broadcasters to purchase
new transmission equipment to deploy DTV, they will have fewer resources to
devote to the buildout of new tower infrastructure. The Company believes that
these circumstances, along with the relative scarcity of suitable sites and
prevalent NIMBY attitudes, will allow experienced tower operators to build and
operate multiple tenant broadcast towers to transmit DTV signals. These towers
will also be attractive sites for the distribution of FM radio broadcasts.

United Kingdom. The broadcasting industry in the United Kingdom has
generally been a mature one in terms of demand for transmission tower
capacity. Existing towers provide almost universal coverage for analog
transmission, which remains the primary mode of transmission for television
and radio programs in the United Kingdom. Most of the BBC's radio services,
three Independent National Radio services and many local services are
broadcast by analog terrestrial means. Some radio services are also available
by satellite and cable for reception on fixed installations, but not portable
or mobile sets.

Digital television services in the United Kingdom will be launched in 1998
from terrestrial transmitters (DTT), satellite (DST) and cable (DCT). The
Broadcasting Act of 1996 sets out a framework for the licensing of digital
terrestrial multiplexes and an industry interest group has been established to
coordinate the establishment of digital television in the United Kingdom. The
British Government has allocated six multiplexes for DTT: two and one-half of
these multiplexes were reserved for the BBC, ITV, Channel 4, "S4C Digital
Network" and Channel 5, three were recently awarded to BDB (which is a joint
venture of Carlton Communications PLC and Granada Group PLC) and the other
one-half was awarded to SDN. The Company has been awarded the digital
transmission contract for the four multiplexes held by the BBC and BDB, while
NTL has been awarded the digital transmission contract for the other two
multiplexes.

Build-out of digital terrestrial transmission equipment in the United
Kingdom is being based on existing analog terrestrial infrastructure,
including transmission sites and towers. In the initial phase of the rollout
of digital terrestrial transmission equipment, 81 analog transmission sites
and towers will be upgraded with new transmitters and associated systems
required to support DTT. Digital broadcasts from these sites are expected to
reach approximately 90% of the U.K. population. It is expected that additional
sites will continue to be upgraded until the "vast majority" of viewers can
receive digital broadcasts.

While no formal timetable has been set for the discontinuation of analog
terrestrial television broadcasting, the British Government has announced its
intention to review, by 2002, the timing of analog "switch-off". When analog
television transmission ceases, large amounts of frequency spectrum will be
released. New uses for this spectrum have not yet been defined but
applications are likely to include other digital broadcasting applications and
mobile communications. The spectrum is inherently suitable for terrestrial
transmission, so it is likely that existing towers will be used to provide
many of the new services.

In September 1995, the BBC launched the United Kingdom's first digital radio
service, which is now broadcast to approximately 60% of the U.K. population
from 29 transmission sites. Independent National Radio ("INR") and Independent
Local Radio licenses for additional digital radio multiplexes are expected to
be issued by the end of 1998.

To date, existing broadcast towers have been used as transmission sites for
the BBC's digital radio service, and it is anticipated that existing towers
also will be used for the independent services, often sharing the antennas
used for the BBC's digital radio service. While digital radio has the
advantage of using a single frequency network, which enables expanded
geographic coverage as compared with the multiple frequency networks used for
analog radio, to replicate the coverage of analog radio it will be necessary
to broadcast digital radio from more sites than at present. Although detailed
planning has not yet begun, it is expected that existing towers will provide
the necessary sites. As with DTT, the Company believes that ownership of key
broadcasting sites across the United Kingdom will allow an experienced
operator to provide the infrastructure necessary to accomodate the growth in
digital radio at minimum cost.

BUSINESS

The Company is a leading U.S. and international provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company owns, operates and manages towers, rooftop sites and broadcast
transmission networks, and provides a full range of complementary services
including network design and site selection, site acquisition, site
development and construction, antenna installation and network management and
maintenance. The Company has 19 years of experience in the ownership, leasing
and management of wireless communications sites and a 75-year history of
broadcast transmission and network management. Based on its industry position
and experience, the Company believes it is positioned to capitalize on global
growth opportunities arising from (i) the expansion of existing networks and
the introduction of new networks in the wireless communications industry, (ii)
the consolidation of tower ownership generally, including the transfer of
infrastructure ownership from major wireless communications carriers to
independent infrastructure providers, (iii) the ongoing privatization of
state-run broadcast transmission networks around the world and (iv) the
widespread introduction of digital transmission technology in the broadcasting
industry. For the year ended December 31, 1997 and the three months ended
March 31, 1998, the Company had pro forma revenues of $180.9 million and $45.9
million, respectively, and pro forma EBITDA of $68.7 million and $15.3
million, respectively.

The Company's site rental business involves leasing antenna space to
customers on its owned and managed towers and rooftop sites. The Company
generally receives fees for installing a customer's equipment and antennas on
a tower and also receives monthly rental payments from customers under site
leases that typically range in term from three to five years. The Company's
major site rental customers include Aerial Communications, American Paging,
AT&T Wireless, Bell Atlantic Mobile, BellSouth Mobility, Motorola, Nextel,
PageNet and Sprint PCS in the United States and Cellnet, National
Transcommunications Limited, One2One, Orange Personal Communications and
Vodafone in the United Kingdom.

The Company's broadcast transmission business includes both the transmission
of analog and digital television and radio broadcasts and the construction of
new multiple tenant broadcast towers. In the United Kingdom, the Company
provides analog transmission services for two national television services,
seven national radio services and 37 local radio stations through its network
of 3,462 transmitters. These services are provided under long-term contracts
with the BBC and two national commercial radio companies. In addition, the
Company has long-term contracts to provide digital transmission services to
the BBC and BDB, which together are the holders of four of the six multiplexes
for digital terrestrial television broadcasting throughout the United Kingdom.
In the United States, the Company plans to build new multiple tenant broadcast
towers in locations where additional tower capacity is required to accommodate
digital transmission equipment and analog transmission equipment displaced
from existing towers.

The Company has developed, maintains and deploys primarily for its own use
extensive wireless communications and broadcast transmission network design
and radio frequency engineering expertise, as well as site acquisition, site
development and construction and antenna installation capabilities. The
Company has a team of over 300 engineers with state-of-the-art wireless
communications and broadcast transmission network design and radio frequency
engineering expertise. The Company plans to leverage its technical expertise
and operational experience to enter into build-to-suit and purchase contracts
with, and to enter into joint ventures to own and operate the wireless
communications infrastructure of, various wireless communications carriers
around the world. The Company believes the primary criteria of such carriers
in selecting a company to construct, own or operate their wireless
communications infrastructure will be the company's capability to maintain the
integrity of their networks, including their transmission signals. Therefore,
the Company believes that those companies with a proven track record of
providing end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure.

leasing to customers. The Company's major tower footprints consist of 752
owned and managed towers located across the United Kingdom, 187 owned and
managed towers located in western Pennsylvania (primarily in and around the
greater Pittsburgh area), 185 owned and managed towers located in the
southwestern United States (primarily in Texas), 14 owned towers located on
mountaintops across Puerto Rico and 29 towers along I-95 in South Carolina and
Virginia and I-75 in Ohio. In addition, the Company is currently constructing
26 new towers on existing sites and has 29 site acquisition projects in
process for sites for its own use.

BACKGROUND

Founded in 1994, the Company acquired 127 towers located in Texas, Colorado,
New Mexico, Arizona, Oklahoma and Nevada from PCI in 1995. Also in 1995, in
order to expand its geographic coverage, scope of services and client base,
the Company consummated the Spectrum Acquisition for a leading rooftop
management and engineering firm that manages rooftop sites. The Spectrum
Acquisition provided the Company with management revenues for 44 rooftop
sites, as well as important relationships with carriers, and gave the Company
an entry into the market for wireless network services.

In 1996, the Company acquired from Motorola a strategic cluster of 14 towers
located on mountaintops across Puerto Rico, as well as one rooftop site and an
island-wide microwave and SMR system. The Puerto Rico Acquisition gave the
Company a strategic tower footprint, and positioned the Company to be a
leading independent tower operator in the Puerto Rican market. In addition, in
July 1996, CCIC purchased an option to acquire 36% of TEA, which represented a
significant step for the Company towards becoming a full service provider of
wireless network services. TEA is a leading site acquisition firm offering
carriers specialized expertise in site selection, site acquisition, zoning,
permit procurement and project management. In May 1997, CCIC acquired all the
outstanding shares of TEA. In June 1997, the Company purchased a minority
interest in VISI, which intends to provide computerized geographic information
for a variety of business applications (including site acquisition and
telecommunication network design).

In February 1997, CCIC, along with Candover Investments plc, TdF and
Berkshire, formed CTI to purchase the BBC Home Service Transmission Business.
Following the CTI Investment, the Company owned 34.3% of CTI. The BBC Home
Service Transmission Business included ownership of approximately 730 towers
in the United Kingdom and rights to locate broadcast transmission equipment on
an additional 558 towers in the United Kingdom owned by NTL, CTI's primary
competitor. In addition, CTI entered into a 10-year contract with the BBC to
provide analog television and analog and digital radio transmission services.
With the acquisition of the BBC Transmission Business, the Company, through
its affiliation with CTI, gained access to an expertise in broadcast
transmission upon which the Company believes it can capitalize in other
markets.

In August 1997, CCIC expanded its tower footprints and enhanced its network
services offering in the United States by consummating the Crown Merger. The
assets acquired through the Crown Merger included 61 owned towers and
exclusive rights to lease antenna space on 147 other towers and rooftop sites,
most of which are located in and around the greater Pittsburgh area, giving
the Company a significant presence in that market. The remaining acquired
Crown communication sites are located in Pennsylvania, West Virginia,
Kentucky, Ohio and Delaware. The Crown assets included engineering and
operational expertise and management experience. The Crown Merger also
provided the Company with relationships with major wireless communications
carriers such as Aerial Communications, AirTouch Cellular, Bell Atlantic
Mobile, AT&T Wireless, PageNet, Nextel and Sprint PCS.

THE ROLL-UP

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the closing of the Offering, (i) all
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will

exchange its shares of capital stock of CTSH for shares of Class A Common
Stock of the Company (collectively, the "Exchange"). Upon consummation of the
Exchange, the Company will own 80.0% of the CTI business and TdF will own the
remaining 20.0%. Concurrently with the Exchange, (i) each share of the
Company's existing Class A Common Stock will be exchanged for shares of
Common Stock, (ii) each share of the Company's Class B Common Stock will be
exchanged for one share of Common Stock, (iii) each share of the Company's
Series A Convertible Preferred Stock will be exchanged for shares of Common
Stock, (iv) each share of the Company's Series B Convertible Preferred Stock
will be exchanged for shares of Common Stock and (v) each share of the
Company's Series C Convertible Preferred Stock will be exchanged for shares
of Common Stock. The Exchange and the transactions set forth in clauses (i)
through (v) in the preceding sentence are collectively referred to herein as
the "Roll-Up". See "The Roll-Up".

Upon the consummation of the Offering, after giving effect to the Roll-Up,
TdF will beneficially own % of the Company's Common Stock, the Candover
Group will beneficially own % of the Company's Common Stock, the Berkshire
Group will beneficially own % of the Company's Common Stock, the Centennial
Group will beneficially own % of the Company's Common Stock, the Crown
Parties will beneficially own % of the Company's Common Stock and management
of the Company (excluding Mr.Crown) will beneficially own % of the Company's
Common Stock. See "Ownership of Capital Stock".

In addition, subject to certain conditions, (i) during the two year period
following consummation of the Offering, TdF will have the right to exchange
its shares of capital stock of CTSH for shares of Class A Common Stock of the
Company at the Exchange Ratio (as defined) and (ii) on the second anniversary
of the consummation of the Offering, the Company will have the right to
require TdF to exchange its shares of capital stock of CTSH for shares of
Class A Common Stock of the Company at the Exchange Ratio; provided, however,
that in each case TdF will retain ownership of one CTSH share and, therefore,
will retain its governance rights with respect to CTI. After giving effect to
such an exchange and the exchange of such shares and DFI's shares of Class A
Common Stock for shares of Common Stock, upon consummation of the Offering,
TdF would beneficially own % of the Company's Common Stock. See "Risk
Factors--Risks Related to Agreements with TdF", "The Roll-Up--Roll-Up
Agreements" and "Description of Capital Stock".

BUSINESS STRATEGY

The Company's objective is to become the premier global provider of wireless
communications and broadcast transmission infrastructure and related services.
The Company's experience in establishing and expanding its existing tower
footprints, its experience in owning and operating both analog and digital
transmission networks, its significant relationships with wireless
communications carriers and broadcasters and its ability to offer customers
its in-house technical and operational expertise, uniquely position it to
capitalize on global growth opportunities. The key elements of the Company's
business strategy are to:

. MAXIMIZE UTILIZATION OF TOWER CAPACITY. The Company is seeking to take
advantage of the substantial operating leverage of its site rental
business by increasing the number of antenna leases on its owned and
managed communications sites. The Company believes that many of its
towers have significant capacity available for additional antenna space
rental and that increased utilization of its tower capacity can be
achieved at low incremental cost. For example, prior to the Company's
purchase of the BBC's broadcast transmission network in 1997, the rental
of available antenna capacity on the BBC's premier tower sites was not
actively marketed to third parties. The Company believes there is
substantial demand for such capacity. In addition, the Company believes
that the extra capacity on its tower footprints in the United States and
the United Kingdom will be highly desirable to new entrants into the
wireless communications industry. Such carriers are able to launch
service quickly and

relatively inexpensively by designing the deployment of their networks
based on the Company's attractive existing tower footprints. Further,
the Company intends to selectively build and acquire additional towers
to improve the coverage of its existing tower footprints to further
increase their attractiveness. The Company intends to use targeted sales
and marketing techniques to increase utilization of and investment
return on its existing, newly constructed and acquired towers.

. LEVERAGE EXPERTISE OF CCI AND CTI PERSONNEL TO IMPLEMENT GLOBAL GROWTH
STRATEGY. The Company is seeking to leverage the skills of its personnel
in the United States and the United Kingdom. The Company believes that
its ability to manage networks, including the transmission of signals,
will be an important competitive advantage in its pursuit of global
growth opportunities. With its wireless communications and broadcast
transmission network design and radio frequency engineering expertise,
the Company is well positioned (i) to partner with major wireless
communications carriers to assume ownership of their existing towers,
(ii) to provide build-to-suit towers for wireless communications
carriers and broadcasters and (iii) to acquire existing broadcast
transmission networks that are being privatized around the world.

. PARTNER WITH WIRELESS COMMUNICATIONS CARRIERS TO ASSUME OWNERSHIP OF
THEIR EXISTING TOWERS. The Company is seeking to partner with major
wireless communications carriers to assume ownership of their existing
towers directly or through joint ventures. The Company believes the
primary criteria of such carriers in selecting a company to own and
operate their wireless communications infrastructure will be the
company's perceived capability to maintain the integrity of their
networks, including their transmission signals. Therefore, the Company
believes that those companies with a proven track record of providing
end-to-end services will be best positioned to successfully acquire
access to such wireless communications infrastructure. The Company is
currently in discussions with major wireless communications carriers in
the United States to form joint ventures that would own and operate
their towers and believes that similar opportunities will arise globally
as the wireless communications industry further expands.

. ACQUIRE EXISTING BROADCAST TRANSMISSION NETWORKS. In 1997, CTI
successfully acquired the privatized domestic broadcast transmission
network of the BBC. In addition, the Company is implementing the roll-
out of digital television transmission services throughout the United
Kingdom. As a result of this experience, the Company is well positioned
to acquire other state-owned analog and digital broadcast transmission
networks globally when opportunities arise. These state-owned broadcast
transmission networks typically enjoy premier sites giving an acquiror
the ability to offer unused antenna capacity to new and existing radio
and television broadcasters and wireless communications carriers, as
well as to install new technologies such as digital terrestrial
transmission services. In addition, the Company's experience in
broadcast transmission services allows the Company to consider, when
attractive opportunities arise, acquiring wireless transmission networks
as well as the acquisition of associated wireless communications
infrastructure. The Company is currently pursuing a number of
international acquisition and privatization opportunities.

THE COMPANY

CCIC is a holding company that conducts all of its business through its
subsidiaries. CCIC's two principal operating subsidiaries are CCI, through
which it conducts its U.S. operations, and CTI, through which it conducts its
U.K. operations.

U.S. OPERATIONS

The Company's primary business focus in the United States is the leasing of
antenna space on multiple tenant towers and rooftops to a variety of wireless
communications carriers under long-term lease contracts. Supporting its
competitive position in the site rental business, the Company maintains in-
house expertise in, and offers its customers, infrastructure and network
support services that include network design and communication site selection,
site acquisition, site development and construction and antenna installation.

The Company leases antenna space to its customers on its owned and managed
towers. The Company generally receives fees for installing customers'
equipment and antennas on a tower and also receives monthly rental payments
from customers payable under site rental leases that generally range in length
from three to five years. The Company's U.S. customers include such companies
as Aerial Communications, AirTouch Cellular, American Paging, AT&T Wireless,
Bell Atlantic Mobile, BellSouth Mobility, Cellular One, Federal Express,
Lucent Technologies, Motorola, Nextel, Nokia, PageNet, Skytel, Sprint PCS and
USA Mobile, as well as private network operators and various federal and local
government agencies, such as the Federal Bureau of Investigation, the Internal
Revenue Service and the U.S. Postal Service.

At April 30, 1998, the Company owned or managed 467 towers and 80 revenue
producing rooftop sites in the United States and Puerto Rico. In addition, the
Company had 1,268 rooftop sites under management throughout the United States
that were not revenue producing but were available for leasing to customers.
The Company's major U.S. tower footprints are located in western Pennsylvania
(primarily in and around the greater Pittsburgh area), in the southwestern
United States (primarily in western Texas), across Puerto Rico and along I-95
in South Carolina and Virginia and I-75 in Ohio. The Company plans to enhance
and expand its tower footprints by building and acquiring multiple tenant
towers in locations attractive to site rental customers. To that end, the
Company has developed, maintains and deploys for its own use extensive network
design and radio frequency engineering expertise, as well as site selection,
site acquisition and tower construction capabilities. The Company plans to
leverage CCI's expertise and experience in building and acquiring new towers
by entering into build-out, purchase or management contracts with various
carriers and tower owners. For example, pursuant to an agreement with Nextel,
as of April 30, 1998, the Company had constructed or purchased 46 sites, was
in the process of constructing or receiving permits for an additional 30 sites
and has the option to construct or purchase up to 113 additional multiple
tenant towers with Nextel as an anchor tenant along certain interstate
corridors. In addition, pursuant to this agreement, the Company purchased 46
of Nextel's existing towers clustered in various markets, including
Philadelphia, Houston, Dallas and San Antonio and has the option to purchase
four additional towers. The Company has also recently entered into a contract
to manage existing towers, properties and rooftop facilities owned by the
State of New York and to construct and manage all new towers on State
property. The Company will act as the liaison between wireless communications
carriers and the State of New York regarding site rental and tower
construction.

Communication Site Footprints

At April 30, 1998, the Company owned 351 towers and managed an additional
116 towers and 73 revenue producing rooftop sites in the United States and
Puerto Rico. The Company is in the process of building 23

towers. The following table indicates, as of April 30, 1998, the type and
geographic concentration of CCI's towers and revenue producing rooftop sites:

TYPE OF SITE NUMBER % OF TOTAL
------------ ------ ----------

Towers:
Pennsylvania................................................ 203 37.1%
Texas....................................................... 124 22.7
New Mexico.................................................. 34 6.2
Mississippi................................................. 21 3.8
Puerto Rico................................................. 14 2.6
West Virginia............................................... 14 2.6
Arizona..................................................... 12 2.2
North Carolina.............................................. 11 2.0
All Others.................................................. 34 6.2
--- -----
467 85.4
Rooftops(a)................................................... 80 14.6
--- -----
Total..................................................... 547 100.0%
=== =====

- --------
(a) CCI manages an additional 1,268 rooftop sites throughout the United States
that do not currently produce revenue but are available for leasing to its
customers.

The Company expects to significantly broaden its existing U.S. tower
footprints and expand into new strategically clustered sites by building
additional towers. To that end, the Company, through CCI, has developed and
maintains and deploys for its own use extensive network design and radio
frequency engineering expertise and tower construction capabilities. The
Company plans to leverage CCI's network design expertise to build towers in
areas where carriers' signals fail to transmit in their coverage area. The
areas, commonly known as "dead zones", are attractive tower locations.
Building a tower only after securing an anchor tenant, the Company usually has
been able to add additional carriers that have the same "dead zone", the
Company also plans to leverage CCI's expertise and experience in building new
towers by entering into build-out or purchase contracts with various carriers,
such as the Nextel Agreement. As of April 30, 1998, the Company was
constructing 23 towers (including one tower pursuant to the Nextel Agreement)
in western Pennsylvania, Ohio, Texas, South Carolina and North Carolina to
enhance its regional presence in these areas. As part of the Nextel Agreement,
the Company had the option to build or purchase up to 250 towers along
interstate highways in the midwestern and eastern United States over the next
two years. As of April 30, 1998, 46 of these sites had been completed, an
additional 30 sites were in various stages of permitting and construction and
61 sites had been rejected because they did not meet the Company's investment
criteria. See "--Significant Contracts--Nextel Agreement".

The Company plans to use the towers acquired in the Crown Merger as a model
for the towers it intends to build when population density and perceived
demand are such that the Company believes the economics of constructing such
towers are justified. Management believes the Crown towers are superior to
those of its competitors because of their capacity and quality engineering.
The multiple tenant design of the Crown towers obviates the need for expensive
and time consuming modifications to upgrade undersized towers, saving critical
capital and time for carriers facing time-to-market constraints. Using only
hot dipped galvanized structures exceeding the standards of the American
National Standards Institute, Electronics Industry Association and
Telecommunications Industry Association, the Company builds towers capable of
accommodating a large number of wireless antennas. The towers are also
designed to easily add additional customers, and the equipment shelters are
built to accommodate another floor for new equipment and air conditioning
units when additional capacity is needed. The tower site is zoned for multiple
carriers at the time the tower is constructed to allow new carriers to quickly
utilize the site. In addition, the towers, equipment shelters and site
compounds are engineered to protect and maintain the structural integrity of
the site. Tower sites are designed to withstand severe wind, lightning and
icing conditions, have shelters with exclusive security card access and are
surrounded by ten foot barbed wire fences.

The Company also plans to acquire towers in order to develop new tower
footprints or to broaden its existing tower footprints. The Company believes
that wireless communications carriers have begun to seek to sell, or establish
joint ventures for the ownership of, their tower networks. See "Industry
Background". The Company is actively seeking to enter into such arrangements
with major wireless communications carriers. On a smaller scale, as part of
the Nextel Agreement, the Company has purchased 46 of Nextel's existing towers
and has the option to purchase an additional four towers. The Company believes
that these towers will provide it with a portfolio of strategic clusters in
Philadelphia, Houston, Dallas and San Antonio. The Company plans to continue
to acquire additional towers from carriers, such as Nextel, and other
independent tower operators as opportunities present themselves, although the
Company currently has no agreements with regard to any such acquisitions.

The Company generally believes it has significant capacity on a number of
its towers in the United States and Puerto Rico. Many of the towers it
acquired prior to the Crown Merger, however, may require significant
modifications and improvements to raise them to the quality specifications of
the Crown towers or to add additional customers. The Company intends to pursue
these upgrades where it believes it can achieve appropriate returns to merit
the necessary expenditure.

Products and Services

The Company's products and services can be broadly categorized as either
site rental, network services or broadcast site rental and services. Network
services provided through CCI include network design and site selection, site
acquisition, site development and construction and antenna installation.

Site Rental

In the United States, the Company rents antennae space on its owned and
managed towers and rooftops to a variety of carriers operating cellular, PCS,
SMR, ESMR, paging and other networks. The Company's U.S. site rental business
has its headquarters in Pittsburgh, with sales offices in Houston,
Albuquerque, Philadelphia and San Juan.

Tower Site Rental. The Company leases space to its customers on its owned
and managed towers. The Company generally receives fees for installing
customers' equipment and antennas on a tower (as provided in the Company's
network services programs) and also receives monthly rental payments from
customers payable under site leases. In the United States, the majority of the
Company's outstanding customer leases, and the new leases typically entered
into by the Company, have original terms of five years (with three or four
optional renewal periods of five years each) and provide for annual price
increases based on the Consumer Price Index.

The Company also provides a range of site maintenance services in order to
support and enhance its site rental business. The Company believes that by
offering services such as antenna, bay station and tower maintenance and
security monitoring, it is able to offer quality services to retain its
existing customers and attract future customers to its communication sites.
The Company was the first site management company in the United States
selected by a major wireless communications company to exclusively manage its
tower network and market the network to other carriers for co-location.

The following table describes the Company's top ten revenue producing towers
in the United States and Puerto Rico:

NUMBER OF NUMBER OF MARCH 1998
NAME LOCATION HEIGHT (FT) TENANT LEASES ANTENNA MONTHLY REVENUE
- ---- ------------ ----------- ------------- --------- ---------------

Crane................... Pennsylvania 450 100 131 $ 77,040
Bluebell................ Pennsylvania 300 110 98 50,804
Lexington............... Kentucky 500 89 85 35,212
Monroeville............. Pennsylvania 500 64 90 36,058
Sandia Crest............ New Mexico 140 16 37 29,216
Cranberry............... Pennsylvania 400 50 86 26,054
Cerro de Punta.......... Puerto Rico 220 39 61 25,175
Beaver.................. Pennsylvania 500 43 56 23,880
El Yunque............... Puerto Rico 200 36 81 25,895
Greensburg.............. Pennsylvania 375 36 62 24,568
--- --- --------
Total............... 583 787 $353,902
=== === ========

The Company has entered into master lease agreements with Aerial
Communications, AT&T Wireless, Bell Atlantic Mobile, Nextel and Sprint PCS,
among others, which provide certain terms (including economic terms) that
govern new leases entered into by such parties during the term of their master
lease agreements, including the lease of space on towers in the Pittsburgh
major trading area ("Pittsburgh MTA"), which includes greater Pittsburgh and
parts of Ohio, West Virginia and western Pennsylvania. Each of the Aerial
Communications and Sprint PCS agreements has a 10-year master lease term
through December 2006, with one 10-year and one five-year renewal period.
Rents are adjusted periodically based on the cumulative Consumer Price Index.
Nextel's master lease agreement with the Company has a 10-year master lease
term through October 2006, with two 10-year renewal options. The Company has
also entered into an independent contractor agreement with Nextel. The Bell
Atlantic Mobile agreement has a 25-year master lease term through December
2020. The Company has also entered into a master lease agreement with Bell
Atlantic whereby the Company has the right to lease antenna space to customers
on towers controlled by Bell Atlantic Mobile. See "--Significant Contracts".

The Company has significant site rental opportunities arising out of its
agreements with Bell Atlantic Mobile and Nextel. In its lease agreement with
Bell Atlantic Mobile, the Company has exclusive leasing rights for 130
existing towers and currently has sublessees on 44 of these towers in the
greater Pittsburgh area. The lease agreement provides that CCI may sublet
space on any of these towers to another carrier subject to certain approval
rights of Bell Atlantic Mobile. To date Bell Atlantic Mobile has never failed
to approve a sublease proposed by CCI. In connection with the Nextel
Agreement, as of April 30, 1998, the Company has the option to own and operate
up to 113 additional towers. See "--Significant Contracts".

Rooftop Site Rental. The Company is a leading rooftop site management
company in the United States with approximately 1,441 rooftop sites in its
management portfolio. Through its subsidiary, Spectrum, the Company develops
new sources of revenue for building owners by effectively managing all aspects
of rooftop telecommunications, including two-way radio systems, microwave
facilities, fiber optics, wireless cable, paging and rooftop infrastructure
services. Spectrum's staff includes radio frequency engineers, managers,
technicians and licensing personnel with extensive experience.

The Company generally enters into management agreements with building owners
and receives a percentage of the revenues generated from the tenant license
agreements. Specifically, the Company designs and contracts these sites,
actively seeks multiple wireless communications carriers, prepares end-user
license agreements, and then manages and enforces the agreements. In addition,
the Company handles billing and collections and all calls and questions
regarding the site, totally relieving the building's management of this
responsibility.

Through Spectrum, the Company focuses on providing electronic compatibility
for antennas, and maximization of revenue for building owners. In the United
States, radio frequencies are assigned by the FCC but are not coordinated by
proposed site. For this reason, Spectrum has developed its own computerized
engineering program to determine the electronic compatibility of all users at
each site. This program enables Spectrum to maximize site usage. Spectrum
surveys each site and evaluates its location, height, physical and electronic
characteristics, and its engineers prepare a computer analysis to determine
the optimum location for different types of equipment and frequencies. Based
on this analysis, potential site users are identified.

In addition to the technical aspects of site management, the Company
provides operational support for both wireless communications carriers looking
to build out their wireless networks, and building owners seeking to outsource
their site rental activities. CCI stores and regularly updates relevant site
data, such as the location of communications and broadcast equipment, into a
database, which can be utilized to help wireless communications carriers plan
and build out their networks.

Network Services

Through designing, building and operating its own communication sites, the
Company, through CCI, has developed an in-house expertise in certain value-
added services that it offers to the wireless communications and

broadcasting industries. Because the Company views CCI as a turnkey provider
with "end-to-end" design, construction and operating expertise, it offers its
customers the flexibility of choosing between the provision of a full ready-
to-operate network infrastructure or any of the component services involved
therein. Such services include network design and site selection, site
acquisition, site development and construction and antenna installation.

Network Design and Site Selection. The Company has extensive experience in
network design and engineering and site selection. While the Company maintains
sophisticated network design services primarily to support the location and
construction of Company-owned multiple tenant towers, the Company does from
time to time provide network design and site selection services to carriers
and other customers on a consulting contract basis. The Company's network
design and site selection services provide customers with relevant information
including recommendations regarding location and height of towers, appropriate
types of antennas, transmission power and frequency selection and related
fixed network considerations. In 1997, the Company provided network design
services primarily for its own footprints and also for certain customers,
including Triton Communications, Nextel, Aerial Communications and Sprint.
These customers were typically charged on a time and materials basis.

To capitalize on the growing concerns over tower proliferation, the Company
has developed a program called "Network Solutions" through which it will
attempt to form strategic alliances with local governments to create a single
communications network in their communities. To date the Company's efforts
have focused on western Pennsylvania, where it has formed alliances with three
municipalities. These alliances are intended to accommodate wireless
communications carriers and local public safety, emergency services and
municipal services groups as part of an effort to minimize tower
proliferation. By promoting towers designed for co-location, these alliances
will reduce the number of towers in communities while serving the needs of
wireless communications carriers and wireless customers.

Site Acquisition. In the United States, the Company is engaged in site
acquisition services for its own purposes and for third parties. Based on data
generated in the network design and site selection process, a "search ring",
generally of a one-mile radius, is issued to the site acquisition department
for verification of possible land purchase or lease deals within the search
ring. Within each search ring, Geographic Information Systems ("GIS")
specialists select the most suitable sites, based on demographics, traffic
patterns and signal characteristics. Once a site is selected and the terms of
an option to purchase or lease the site are completed, a survey is prepared
and the resulting site plan is created. The plan is then submitted to the
local zoning/planning board for approval. If the site is approved, the
Company's construction department takes over the process of constructing the
site.

The Company provides solutions to the NIMBY dilemma of wireless companies by
building more environmentally neutral and aesthetically acceptable towers.
Designs have included a clock tower, bell tower and others that will allow
communications companies to build in areas that otherwise would not permit a
tower to be built.

In 1997, CCI provided site acquisition services to eight customers,
including Aerial Communications, AirTouch Cellular, AT&T Wireless, Bell
Atlantic Mobile, BellSouth Mobility, GTE Mobilnet, Nextel, Omnipoint,
Pagemart, Sprint PCS and Teligent. These customers engage the Company for such
site acquisition services on either a fixed price contract or a time and
materials basis.

Site Development and Construction and Antenna Installation. The Company has
provided site development and construction and antenna installation services
to the U.S. communications industry for over 14 years. The Company has
extensive experience in the development and construction of tower sites and
the installation of antenna, microwave dishes and electrical and
telecommunications lines. The Company's site development and construction
services include clearing sites, laying foundations and electrical and
telecommunications lines, and constructing equipment shelters and towers. The
Company has designed and built and presently maintains tower sites for a
number of its wireless communications customers and a substantial part

of its own tower network. The Company can provide cost-effective and timely
completion of construction projects in part because its site development
personnel are cross-trained in all areas of site development, construction and
antenna installation. A varied inventory of heavy construction equipment and
materials are maintained by the Company at its 45-acre equipment storage and
handling facility in Pittsburgh, which is used as a staging area for projects
in major cities in the eastern region of the United States. The Company
generally sets prices for each site development or construction service
separately. Customers are billed for these services on a fixed price or time
and materials basis and the Company may negotiate fees on individual sites or
for groups of sites. The Company has the capability and expertise to install
antenna systems for its paging, cellular, PCS, SMR, ESMR, microwave and
broadcasting customers. As this service is performed, the Company uses its
technical expertise to ensure that there is no interference with other
tenants. The Company typically bills for its antenna installation services on
a fixed price basis.

The Company's construction management capabilities reflect Crown's extensive
experience in the construction of networks and towers. For example, Crown was
instrumental in launching networks for Sprint PCS, Nextel and Aerial
Communications in the Pittsburgh MTA. In addition, Crown supplied these
carriers with all project management and engineering services which included
antenna design and interference analyses.

In 1997, the Company provided site development and construction and antenna
services to approximately 21 customers in the United States, including Nextel,
Sprint PCS, AT&T Wireless, Aerial Communications and Bell Atlantic Mobile.

Broadcast Site Rental and Services

The Company also provides site rental and related services to customers in
the broadcasting industry in the United States. The launch of DTV in the
United States will require significant expansion and modification of the
existing broadcast infrastructure. Because of the significant cost involved in
the construction or modification of tall towers, along with the large capital
expenditures broadcasters will incur in acquiring digital broadcast equipment,
management believes that the television broadcasting industry, which has
historically been opposed to co-location and third party ownership of
broadcast infrastructure, will seek to outsource tower ownership due to cost
constraints. See "Industry Background".

The Company is in the process of forming a joint venture with TdF to pursue
tall tower buildout and network ownership opportunities. This entity, which is
expected to be approximately 70% owned by the Company, will seek to capitalize
on CTI's and TdF's experience in the broadcast transmission market.
Management's objective is to become a leader in the buildout of the
approximately 200 tall towers expected to be built in the United States over
the next five years. Management believes that the Company's experience in
providing digital transmission services in the United Kingdom will make the
joint venture an attractive provider of broadcast services to the major
networks and their affiliates. In addition, the joint venture will seek to
partner with public broadcasting stations that own property zoned for tall
towers, but that lack sufficient resources and expertise to build a tower.
After reaching agreement with the public broadcasting station, the joint
venture will attempt to co-locate on the tower the transmitters of major and
medium-sized commercial broadcast television stations and high powered FM
radio stations as well as wireless communications carriers.

Electronic news gathering ("ENG") systems benefit from the towers and
services offered by the Company. The ENG trucks, often in the form of local
television station news vans with telescoping antennas on their roofs, send
live news transmission back to the studio from the scene of an important
event. Typically, these vans cannot transmit signals beyond about 25 miles. In
addition, if they are shielded from the television transmitter site, they
cannot make the connection even at close range. The Company has developed an
ENG repeater system that can be used on many of its towers in western
Pennsylvania and expects to develop similar systems in other markets in which
it has or develops tower footprints. This system allows the ENG van to send a
signal to one of the Company's local towers where the signal is retransmitted
back to the television transmitter site. The retransmission of the signal from
the Company's tower to the various television transmitter sites is done via a

microwave link. The Company charges the station for the ENG receiver system at
the top of its tower and also charges them for the microwave dish they place
on its tower. The Company's ENG customers are affiliates of the NBC, ABC, CBS
and Fox networks.

The Company also has employees with considerable direct construction
experience and market knowledge in the U.S. broadcasting industry, having
worked with numerous television networks around the United States, and a
number of other local broadcasting companies. The Company has installed master
FM and television systems on buildings across the country. It has supervised
the construction and operation of the largest master FM antenna facility in
the United States and has engineered and installed two 2,000 foot broadcast
towers with master FM antennas. Management believes that this experience may
help the Company negotiate favorable antenna site lease rates and construction
contracts for both tower and rooftop sites, and to gain an expertise in the
complex issues surrounding electronic compatibility and RF engineering.

Significant Contracts

The Company has many agreements with telecommunications providers in the
United States, including leases, site management contracts and independent
contractor agreements. The Company also has an agreement with the State of New
York to manage all State-owned real estate for wireless communications
purposes. The Company's reciprocal leasing arrangements with Bell Atlantic
Mobile, its agreement with Nextel and the New York State contract present
unique opportunities for CCI to (i) acquire clusters of towers in new markets,
(ii) expand its existing tower footprints by constructing multiple tenant
towers with long-term anchor tenants and (iii) increase utilization of
existing towers and rooftop sites.

Bell Atlantic Mobile

On December 29, 1995, the Company and Bell Atlantic Mobile entered into two
separate 25-year master lease agreements relating to their towers in the
Pittsburgh MTA, one establishing certain terms and conditions of Bell Atlantic
Mobile's tenancy on the Company's towers and the other establishing certain
terms and conditions of the Company's sale of tenancy to other parties on
towers controlled by Bell Atlantic Mobile. In addition to providing site
rental revenue to the Company, the master leases allow each of the Company and
Bell Atlantic Mobile to sublease space on each other's towers in return for a
percentage of the rental revenue generated thereby.

Bell Atlantic Mobile's master lease of space on the Company's towers
provides that Bell Atlantic Mobile's monthly site rental payments per tower
depend on the size of the equipment installed on the tower, the size of the
equipment building and the number of antennas. Rents are adjusted periodically
based on the Consumer Price Index. The Company performs all work at Bell
Atlantic Mobile's sites for tenants, including antennae installation,
grounding and foundations. Both of these master lease agreements included
rights of first refusal relating to certain spaces on towers leased by one of
the parties for which the other party had received a bona fide offer to buy.
In connection with the Crown Merger, the parties amended these master lease
agreements to eliminate the rights of first refusal, and Bell Atlantic waived
any such rights under these agreements that otherwise would have arisen in
connection with the Crown Merger.

The Company also leases space on all of Bell Atlantic Mobile's towers in the
Pittsburgh MTA (the "Bell Atlantic Agreement"). The terms and conditions of
the Company's master lease of space on towers controlled by Bell Atlantic
Mobile are substantially similar to Bell Atlantic Mobile's master lease with
the Company. The Company may sublease space on a tower controlled by Bell
Atlantic Mobile to another tenant, however, if the subtenant is to be AT&T,
the Company must receive the written consent of Bell Atlantic Mobile. To date,
the Company has 120 sublease contracts on Bell Atlantic Mobile-controlled
towers.

Nextel Agreement

On July 11, 1997, in connection with Nextel's proposed merger with PCI, the
Company and Nextel entered into the Nextel Agreement (the "Nextel Agreement"),
which establishes the framework under which the Company and Nextel will
conduct joint operations for the development of infrastructure within the
Nextel markets described below. Under the first part of this agreement, the
Company has purchased 46 existing towers from Nextel used in digital or analog
transmission in the greater metropolitan areas of Denver and Philadelphia and
in certain areas of the states of Texas and Florida, for a purchase price of
approximately $10.0 million.

In addition to the tower purchase, the Nextel Agreement provides that the
Company has the exclusive right and option to (i) develop, construct, own and
operate or (ii) purchase and operate, up to 250 new towers within selected
metropolitan areas, including Dallas and Houston, and parts of the interstate
highway corridors traversing the following states: Texas, Oklahoma, Louisiana,
Arkansas, Mississippi, Alabama, Georgia, South Carolina, North Carolina,
Tennessee, Kentucky, Virginia, Pennsylvania, New York, Ohio, Maryland and
New Jersey. This option extends from July 1997 until a minimum of 250
potential sites have been tendered to the Company. At April 30, 1998, Nextel
had tendered 137 sites to the Company, 76 of which met the Company's criteria
for investing in towers and, therefore, were accepted by the Company. Of these
76 sites, 29 sites are in the permitting process, one site is under
construction and 46 sites have been completed. Nextel will perform all site
acquisition work, including entering into agreements with the fee owners of
sites. If the Company waives its option to construct or purchase new towers
for an identified site tendered to it by Nextel, Nextel may construct the
tower itself or contract with a third party for the construction. If the
Company exercises its option to construct and own a tower, it will reimburse
Nextel for all costs of such site acquisition work. If Nextel constructs a
tower and the Company elects to purchase the constructed tower, the Company
will reimburse Nextel for all site acquisition and construction costs
associated with such towers. Following the completion of construction of each
tower, Nextel and the Company will, pursuant to Nextel's master lease
agreement, enter into a five-year lease contract with four five-year renewal
periods, at the option of Nextel. Nextel has a one-time right of first refusal
for a five-year period to lease additional space within one designated 20-foot
section of each tower.

If the Company elects to construct a new site, construction is to be
completed within a 60-day construction period that will not begin prior to
receipt of all regulatory permits and approvals (or a shorter period as
mutually agreed). In the event that the Company fails to complete any site
within the construction period, Nextel will be entitled to receive liquidated
damages for each such failure. If the Company fails to commence or complete
construction or to complete the installation of towers and related equipment
within the construction period, Nextel may exercise its option to purchase
such site at cost (after giving the Company an opportunity to cure). Nextel
may terminate the Nextel Agreement if the Company fails to complete
construction within the prescribed construction period or if Nextel exercises
its purchase option following certain construction delays by the Company for
the greater of five towers or 5% of the aggregate number of total sites
committed to within a rolling eight-month period. In addition, the Nextel
Agreement provides that it may be terminated by Nextel upon the insolvency or
liquidation of CCI and it may be terminated by the Company upon the insolvency
or liquidation of Nextel. See "Risk Factors--Reliance on Nextel Agreement".

New York State

On August 25, 1997, the Company was awarded a contract by the State of New
York to manage all State-owned real estate for wireless communications
purposes for the next 20 years, with renewal options totaling an additional 20
years. This contract includes the rights to more than 16,000 structures and
rooftops, tens of thousands of miles of rights-of-way and millions of acres of
State-owned land. The Company believes this is the first contract pursuant to
which a telecommunications or infrastructure services company has successfully
attained the rights to build extensively on New York State lands. Pursuant to
the contract, the Company will work with the many wireless communications
carriers seeking access to State-owned towers or new towers to be built on
State-owned land. The Company will receive a percentage of site rental revenue
generated by the renewal of existing leases and by the addition of new tenants
to State-owned infrastructure.

Customers

In both its site rental and network services businesses, the Company works
with a number of customers in a variety of businesses including PCS, ESMR,
paging and broadcasting. The Company works with both large national carriers
such as Sprint PCS, Nextel, AT&T/Cellular One, Omnipoint and BellSouth
Mobility, and smaller local regional or private operators such as Aerial
Communications and Crescent Communications. For the three months ended March
31, 1998, the Company's largest U.S. customers were Sprint PCS and Nextel,
together representing 8.4% and 49.3%, respectively, of CCI's site rental
revenue and 12.4% and 28.6%, respectively, of CCI's network services revenues.
For the three months ended March 31, 1998, no customer accounted for more than
10.0% of CCI's revenues, other than Sprint PCS and Nextel, which accounted for
approximately 10.7% and 37.4%, respectively, of CCI's consolidated revenues.
Nextel revenues are expected to grow as CCI purchases Nextel towers and builds
out Nextel interstate corridor sites. The following is a list of CCI's top ten
site rental and network and other services customers, by percentage of
revenues for the quarter ended March 31, 1998.

TOP 10 SITE RENTAL AND NETWORK SERVICES CUSTOMERS

REVENUES FOR
THREE MONTHS ENDED % OF TOTAL SITE
SITE RENTAL MARCH 31, 1998 RENTAL REVENUES
- ----------- ------------------- -------------------

Nextel.................................. $ 2,494,725 49.3%
Sprint PCS.............................. 423,881 8.4
PageNet................................. 300,935 5.9
Aerial Communications................... 259,766 5.1
Motorola................................ 170,928 3.4
Bell Atlantic Mobile.................... 112,411 2.2
AT&T/Cellular One....................... 99,409 2.0
Mobile Communications................... 99,239 2.0
American Paging......................... 83,068 1.6
USA Mobile.............................. 64,401 1.3
----------- ----
Total................................. $ 4,108,763 81.2%
=========== ====

REVENUES FOR % OF TOTAL NETWORK
THREE MONTHS ENDED SERVICES &
NETWORK SERVICES & OTHER MARCH 31, 1998 OTHER REVENUES
- ------------------------ ------------------- -------------------

Nextel.................................. $ 1,936,620 28.6%
Sprint PCS.............................. 837,098 12.4
Omnipoint............................... 739,988 10.9
Hawaiian Wireless....................... 188,803 2.8
Aerial Communications................... 150,064 2.2
AT&T/Cellular One....................... 127,530 1.9
US Cellular............................. 85,558 1.3
GTE..................................... 73,100 1.1
BSI (Brazil)............................ 66,769 1.0
BellSouth............................... 58,331 0.9
----------- ----
Total................................. $ 4,263,861 62.9%
=========== ====

As of March 31, 1998, CCI had approximately 2,449 individual leases on its
534 tower and rooftop sites. The following is a list of some of CCI's leading
site rental customers by industry segment and the percentage of CCI's March
1998 monthly site rental revenues derived from each industry segment:

CUSTOMERS BY INDUSTRY

MARCH 1998 % OF TOTAL
MONTHLY MARCH 1998
NUMBER OF REVENUES SITE RENTAL
INDUSTRY SELECTED CUSTOMERS TENANT LEASES BY INDUSTRY REVENUES
-------- ---------------------------- ------------- ----------- ------------

Paging.................... AirTouch Cellular, American 784 $ 350,397 24.5%
Paging, PageNet
SMR/ESMR.................. Nextel, SMR Direct 306 338,594 23.7
PCS....................... Aerial Communications, 233 337,177 23.6
Sprint PCS, Western Wireless
Cellular.................. AT&T Wireless, Bell Atlantic 155 127,985
Mobile 9.0
Private Industrial Users.. IBM, Phillips Petroleum 529 92,186 6.5
Governmental Agencies..... FBI, INS, Puerto Rico Police 186 76,039 5.3
Broadcasting.............. Hearst Argyle Television, 87 44,574 3.1
Trinity Broadcasting
Data...................... Ardis, RAM Mobile Data 103 30,714 2.1
Other..................... WinStar 46 20,323 1.4
Utilities................. Equitable Resources, Nevada 20 10,787
Power 0.8
----- ---------- -----
Totals................. 2,449 $1,428,776 100.0%
===== ========== =====

Sales and Marketing

CCI's sales and marketing personnel, located in Pittsburgh, Houston,
Albuquerque, Atlanta, Philadelphia, Albany, San Juan, Puerto Rico and Sao
Paulo, Brazil, target carriers expanding their networks, entering new markets,
bringing new technologies to market and requiring maintenance or add-on
business. All types of wireless service providers are targeted including
broadcast, cellular, paging, PCS, microwave and two-way radio. CCI is also
interested in attracting 9-1-1, federal, state, and local government agencies,
as well as utility and transportation companies to locate on existing sites.
CCI's objective is to pre-sell capacity on CCI's towers by promoting sites
prior to construction. Rental space on existing towers is also aggressively
marketed and sold.

CCI utilizes numerous public and proprietary databases to develop detailed
target marketing programs directed at auction block license awardees, existing
tenants and specific market groups. Mailings focus on regional buildouts, new
sites and services. The use of databases, such as those with information on
sites, demographic data, licenses and deployment status, coupled with measured
coverage data and RF coverage prediction software, allows CCI's sales and
marketing personnel to target specific carriers' needs for specific sites. To
foster productive relationships with its major existing tenants and potential
tenants, CCI has formed a team of account relationship managers. These
managers work to develop build-to-suit, site leasing services and site
management opportunities, as well as ensure that customers' emerging needs are
translated into new site products and services.

The marketing department maintains CCI's visibility within the wireless
communications industry through regular advertising and public relations
efforts including actively participating in trade shows and generating regular
press releases, newsletters and targeted mailings (including promotional
flyers). CCI's promotional activities range from advertisements and site
listings in industry publications to maintaining a presence at national trade
shows. Potential clients are referred to CCI's Web site, which contains
Company information as well as site listings. In addition, CCI's sites are
listed on the Cell Site Express Web site. This Web site enables potential
tenants to locate existing structures by latitude, longitude or address.
Clients can easily contact CCI via e-mail through the Web site or Cell Site
Express. CCI's network services capabilities are marketed in conjunction with
its tower footprints.

To follow up on targeted mailings and to cold-call on potential clients, CCI
has established a telemarketing department. Telemarketers field inbound and
outbound calls and forward leads to local sales representatives or
relationship managers for closure. Local sales representatives are stationed
in each cluster to develop and foster close business relationships with
decision-makers in each customer organization. Sales professionals work with
marketing specialists to develop sales presentations targeting specific client
demands.

In addition to a dedicated, full-time sales and marketing staff, a number of
senior managers spend a significant portion of their efforts on sales and
marketing activities. These managers call on existing and prospective
customers and also seek greater visibility in the industry through speaking
engagements and articles in national publications. Furthermore, many of these
managers have been recognized as industry experts, are regularly quoted in
articles and are called on to testify at local hearings and to draft local
zoning ordinances.

Public and community relations efforts include coordinating community
events, such as working with amateur radio clubs to supply emergency and
disaster recovery communications, charitable event sponsorship, and promoting
charitable donations through press releases.

Competition

In the United States, the Company competes with other independent tower
owners, some of which also provide site rental and network services; wireless
communications carriers, which own and operate their own

tower networks; service companies that provide engineering and site
acquisition services; and other potential competitors, such as utilities,
outdoor advertisers and broadcasters, some of which have already entered the
tower industry. Wireless communications carriers that own and operate their
own tower networks generally are substantially larger and have greater
financial resources than the Company. The Company believes that tower
location, capacity, price, quality of service and density within a geographic
market historically have been and will continue to be the most significant
competitive factors affecting tower rental companies. The Company also
competes for acquisition and new tower construction opportunities with
wireless communications carriers, site developers and other independent tower
operating companies and believes that competition for tower site acquisitions
will increase and that additional competitors will enter the tower market,
some of which may have greater financial resources than the Company.

The following is a list of certain of the tower companies that compete with
the Company in the United States: American Tower Corporation, Lodestar
Communications, Motorola, Specialty Teleconstructors, Pinnacle Tower, SBA
Communications, TeleCom Towers (an affiliate of Cox Communications), Unisite
and SpectraSite.

The following companies are primarily competitors for the Company's rooftop
site management activities in the United States: AAT, APEX, Commsite
International, JJS Leasing, Inc., Motorola, Signal One, Subcarrier
Communications, Tower Resources Management and Unisite.

The Company believes that the majority of its competitors in the site
acquisition business operate within local market areas exclusively, while a
small minority of firms appear to offer their services nationally, including
SBA Communications Corporation, Whalen & Company and Gearon & Company (a
subsidiary of American Tower Corporation). The Company offers its services
nationwide and the Company believes it is currently one of the largest
providers of site development services to the U.S. and international markets.
The market includes participants from a variety of market segments offering
individual, or combinations of, competing services. The field of competitors
includes site acquisition consultants, zoning consultants, real estate firms,
right-of-way consulting firms, construction companies, tower owners/managers,
radio frequency engineering consultants, telecommunications equipment vendors
(which provide turnkey site development services through multiple
subcontractors) and carriers' internal staff. The Company believes that
carriers base their decisions on site development services on certain
criteria, including a company's experience, track record, local reputation,
price and time for completion of a project. The Company believes that it
competes favorably in these areas.

U.K. OPERATIONS

The Company, through CTI, owns and operates one of the world's most
established television and radio transmission networks and is expanding its
leasing of antenna space on its towers to a variety of wireless communications
carriers. The Company provides transmission services for two BBC television
services, six national BBC radio services (including the first digital audio
broadcast service in the United Kingdom), 37 local BBC radio stations and two
national commercial radio services through its network of transmitters, which
reach 99.4% of the U.K. population. These transmitters are located on
approximately 1,300 towers, more than half of which are Company-owned (or
leased or licensed to it by third parties) and the balance of which are
licensed to the Company under a site-sharing agreement (the "Site-Sharing
Agreement") with NTL, the Company's principal competitor in the United
Kingdom. The Company has also secured long-term contracts to provide digital
television transmission services to the BBC and BDB. See "Significant
Contracts". In addition to providing transmission services, the Company also
leases antenna space on its transmission infrastructure to various
communications service providers and provides telecommunications network
installation and maintenance services and engineering consulting services.

The Company's core revenue generating activity in the United Kingdom is the
analog terrestrial transmission of radio and television programs broadcast by
the BBC. CTI's business, which was formerly owned by the BBC, was privatized
under the Broadcasting Act 1996 and sold to CTI in February 1997. At the time
the BBC Home Service Transmission Business was acquired, CTI entered into a
10-year transmission contract with

the BBC (the "BBC Analog Transmission Contract") for the provision of
terrestrial analog television and analog and digital radio transmission
services in the United Kingdom. In the twelve months ended March 31, 1998,
approximately 63% of CTI's consolidated revenues were derived from the
provision of services to the BBC.

Communication Site Footprints

At April 30, 1998, the Company owned, leased or licensed 747 transmission
sites on which it operated 752 towers, was constructing three new towers on
existing sites and had 29 site acquisition projects in process for new tower
sites. The Company has 54 revenue producing rooftop sites that are occupied by
the Company's transmitters but are not available for leasing to customers. The
Company's sites are located throughout England, Wales, Scotland and Northern
Ireland. The following table indicates, as of April 30, 1998, the type and
geographic concentration of the Company's U.K. towers and rooftop sites.

TYPE OF SITE NUMBER % OF TOTAL
- ------------ ------ ----------

Towers:
England..................................................... 442 54.8%
Wales....................................................... 127 15.8
Scotland.................................................... 138 17.1
Northern Ireland............................................ 45 5.6
--- -----
752 93.3
Rooftops...................................................... 54 6.7
--- -----
Total..................................................... 806 100.0%
=== =====

The Company expects to significantly expand its existing tower footprints in
the United Kingdom by building and acquiring additional towers. The Company
believes its existing tower network encompasses many of the most desirable
tower locations in the United Kingdom for wireless communications. However,
due to the shorter range over which communications signals carry (especially
newer technologies such as PCN) as compared to broadcast signals, wireless
communications providers require a denser footprint of towers to cover a given
area. Therefore, in order to increase the attractiveness of its tower
footprints to wireless communications providers, the Company will seek to
build or acquire new communications towers. Using its team of over 300
engineers with state-of-the-art network design and radio frequency engineering
expertise, the Company locates sites and designs towers that will be
attractive to multiple tenants. The Company seeks to leverage such expertise
by entering into build-to-suit contracts with various carriers, such as BT,
Cable & Wireless Communications, Cellnet, Dolphin, Energis, Highway One,
Ionica, One2One, Orange and Scottish Telecom, thereby securing an anchor
tenant for a site before incurring capital expenditures for the site buildout.
As of April 30, 1998, the Company was building three towers that it will own.
In addition, the Company expects to make strategic acquisitions of existing
communications sites (primarily those owned by wireless communications
operators) in order to expand its infrastructure and to further leverage its
site management experience.

The Company believes that it generally has significant capacity on its
towers in the United Kingdom. Although approximately 160 of its towers are
poles with limited capacity, the Company typically will be able to build new
towers that will support multiple tenants on these sites (subject to the
applicable planning process). The Company intends to upgrade these sites with
limited capacity where it believes it can achieve appropriate returns to merit
the necessary capital expenditure. For example, in connection with a contract
with Vodafone, the Company is upgrading 65 of these sites with limited
capacity. See "--Significant Contracts--Vodafone". Approximately 59 of the
Company's sites are used for Medium Frequency ("MF") broadcast transmissions.
At this frequency, the entire tower is used as the transmitting antenna and is
therefore electrically "live". Such towers are therefore unsuitable for
supporting other tenant's communications equipment. However, MF sites
generally have substantial ground area available for the construction of new
multiple tenant towers.

Products and Services

Transmission Business

Analog. For the three months ended March 31, 1998, CTI generated
approximately 58% of its revenues from the provision of analog broadcast
transmission services to the BBC. Pursuant to the BBC Analog Transmission
Contract, the Company provides terrestrial transmission services for the BBC's
analog television and radio programs and certain other related services
(including BBC digital radio) for an initial 10-year term through March 31,
2007. See "--Significant Contracts". For the twelve months ended March 31,
1998, the BBC Analog Transmission Contract generated revenues of approximately
(Pounds)46.0 million ($77.1 million) for the Company.

In addition to the BBC Analog Transmission Contract, the Company has
separate contracts to provide maintenance and transmission services for two
national radio stations, Virgin Radio and Talk Radio. These contracts are for
periods of eight years commencing from, respectively, March 31, 1993 and
February 4, 1995.

The Company owns all of the transmission equipment used for broadcasting the
BBC's domestic radio and television programs, whether located on one of CTI's
sites or on an NTL or other third-party site. As of April 30, 1998, CTI had
3,462 transmitters, of which 2,195 were for television broadcasting and 1,267
were for radio. These transmitters could be analyzed by transmission frequency
band as follows:

TRANSMITTER FREQUENCY BAND NUMBER
-------------------------- ------

UHF television...................................................... 2,195
VHF/FM national radio............................................... 854
VHF/FM local and regional radio..................................... 232
MW/LW national and commercial radio*................................ 89
MW local radio...................................................... 51
MW regional radio................................................... 14
DAB................................................................. 27
-----
Total............................................................. 3,462
=====

- --------
* Includes eleven transmitters owned by Virgin Radio and Talk Radio but
operated and maintained by CTI.

A few of the Company's most powerful transmitters together cover the
majority of the U.K. population. The coverage achieved by the less powerful
transmitters is relatively low, but is important to the BBC's ambition of
attaining universal coverage in the United Kingdom. This is illustrated by the
following analysis of the population coverage of the Company's analog
television transmitters:

COMBINED
POPULATION
NUMBER OF SITES (RANKED BY COVERAGE) COVERAGE
------------------------------------ -----------

1 (Crystal Palace).......................................... 21%
top 16...................................................... 79
top 26...................................................... 86
top 51...................................................... 92
all......................................................... 99.4

All of the Company's U.K. transmitters are capable of unmanned operation and
are maintained by mobile maintenance teams from 27 bases located across the
United Kingdom. Access to the sites is strictly controlled for operational and
security reasons, and buildings at 140 of the sites are protected by security
alarms connected to CTI's Technical Operations Centre at Warwick. The Site-
Sharing Agreement provides the Company with reciprocal access rights to NTL's
broadcast transmission sites on which the Company has equipment.

Certain of the Company's transmitters that serve large populations or
important geographic areas have been designated as priority services. These
transmitters have duplicated equipment so that a single failure will not

result in total loss of service but will merely result in an output-power
reduction that does not significantly degrade the service to most viewers and
listeners.

Digital. The Company has entered into contracts with the holders (including
the BBC) of four of the six DTT multiplexes allocated by the U.K. government
to design, build and operate their digital transmission networks. In
connection with the implementation of DTT, new transmission infrastructure
will be required. The Company is committed to invest approximately
(Pounds)110.0 million ($184.4 million) for the buildout of new infrastructure
to support DTT over the next two years. By the year 2000, 81 transmission
sites will need to be upgraded with new transmitters and associated systems to
support DTT. Of these sites, 49 are owned by the Company with the remainder
owned by NTL. Currently, 24 sites are being upgraded. An arrangement similar
to that of the Site-Sharing Agreement is being negotiated to govern the
sharing of digital transmission sites between the Company and NTL.

CTI's capital costs are expected to be incurred in connection with the
acquisition and development of new transmission equipment.

The Company currently is the sole provider of transmission services for
digital radio broadcasts in the United Kingdom. In September 1995, the BBC
launched its initial DAB scheme over the Company's transmission network, and
this service is now broadcast to approximately 60% of the U.K. population. A
new independent national digital radio license is scheduled to be awarded in
mid-1998. The Company's existing infrastructure and its experience with the
BBC's DAB network position it well to compete to provide transmission services
to the winner of this new radio license. In addition, local digital radio
licenses will be allocated in late 1998 or early 1999. The Company believes it
is similarly well situated to become the transmission service provider to the
winners of such licenses.

Site Rental

The BBC transmission network provides a valuable initial footprint for the
creation of wireless communications networks. Currently, approximately 200
companies rent antenna space on approximately 405 of CTI's 806 towers and
rooftops. These site rental agreements have normally been for three to 12
years and are generally subject to rent reviews every three years. Site
sharing customers are generally charged annually in advance, according to rate
cards that are based on the antenna size and position on the tower. The
Company's largest site rental customer in the United Kingdom is NTL under the
Site-Sharing Agreement. This agreement generated (Pounds)551,000 ($923,752) of
site rental revenue in March 1998.

The Company also provides a range of site maintenance services in order to
support and enhance its U.K. site rental business. The Company believes that
by offering services such as antenna, base station and tower maintenance and
monitoring, it is able to offer quality services to retain its existing
customers and attract future customers to its communications sites. The
Company complements its U.K. transmission experience with its site management
experience in the United States to provide customers with a top-of-the-line
package of service and technical support.

The following table describes the Company's top ten revenue producing towers
in the United Kingdom:

NUMBER OF MARCH 1998 MARCH 1998
NAME LOCATION HEIGHT (FT) TENANT LEASES MONTHLY REVENUE MONTHLY REVENUE
- ---- ------------- ----------- ------------- --------------- ---------------

Brookmans Park.......... S. E. England 147 10 (Pounds) 16,445 $ 27,570
Bow Brickhill........... S. E. England 197 12 15,885 26,631
Mendip.................. S. W. England 924 17 15,105 25,324
Crystal Palace.......... London 653 14 12,545 21,032
Hannington.............. S. England 440 11 11,500 19,280
Heathfield.............. S. England 443 16 10,154 17,023
Wrotham................. S. England 379 12 10,100 16,933
Waltham................. C. England 954 8 9,971 16,716
Redruth................. S. W. England 500 14 9,818 16,460
Oxford.................. C. England 507 14 9,740 16,329
--- --------------- --------
Total................. 128 (Pounds)121,263 $203,298
=== =============== ========

Other than NTL, CTI's largest (by revenue) site rental customers consist
mainly of wireless communications carriers such as Cellnet, One2One, Orange
and Vodafone. Revenues from these non-BBC sources are expected to become an
increasing portion of CTI's total U.K. revenue base, as the acquired BBC Home
Service Transmission Business is no longer constrained by governmental
restrictions on the BBC's commercial activities. The Company believes that the
demand for site rental from communication service providers will increase in
line with the expected growth of these communication services in the United
Kingdom.

The Company has master lease agreements with all of the major U.K.
telecommunications site users including BT, Cable & Wireless Communications,
Cellnet, Dolphin, Energis, Highway One, Ionica, One2One, Orange, Scottish
Telecom and Vodafone. These agreements typically specify the terms and
conditions (including pricing and volume discount plans) under which these
customers have access to all sites within the Company's U.K. portfolio.
Customers make orders for specific sites using the standard terms included in
the master lease agreements. There are currently approximately 250
applications in process for installations at existing sites under such
agreements.

Network Services

CTI provides broadcast and telecommunications engineering services to
various customers in the United Kingdom. All the BBC Home Service Transmission
Business employees were retained by the Company upon CTI's acquisition.
Accordingly, the Company has engineering and technical staff of the caliber
and experience necessary not only to meet the requirements of its current
customer base, but also to meet the challenges of developing digital
technology. Within the United Kingdom, CTI has worked with several
telecommunications operations on design and build projects as they roll-out
their networks. CTI has had success in bidding for broadcast consulting
contracts, including, over the last three years, in Thailand, Taiwan, Poland
and Sri Lanka.

With the expertise of its engineers and technical staff, the Company is a
turn-key provider to the wireless communications and broadcast industries. The
Company can provide customers with a ready-to-operate network infrastructure
or any of the component services involved therein. Such services include
network design and site selection, site acquisition, site development and
antenna installation.

Site Acquisition. In the United Kingdom, the Company is involved in site
acquisition services for its own purposes and for third parties. The Company
recognizes that the site acquisition phase often carries the highest risk for
a project. To ensure the greatest possible likelihood of success and timely
acquisition, the Company combines a desktop survey of potential barriers to
development with a physical site search that includes initial design analyses,
CDM assessments and, where necessary, line-of-sight surveys. The Company
leverages off its experience in site acquisition and co-location when meeting
with local planning authorities.

Site Development and Antenna Installation. The Company uses a combination of
external and internal resources for site construction. The Company's engineers
are experienced in both construction techniques and construction management,
ensuring an efficient and simple construction phase. Selected civil
contractors are managed by CTI staff for the ground works phase. Specialist
erection companies, with whom the Company has a long association, are used for
tower installation. Final antenna installation is undertaken by the Company's
own experienced teams.

Site Management and Other Services. The Company also provides complete site
management, preventive maintenance, fault repair and system management
services to the Scottish Ambulance Service. It also maintains a mobile radio
system for the Greater Manchester Police and provides maintenance and repair
services for transmission equipment and site infrastructure.

Significant Contracts

CTI's principal analog broadcast transmission contract is the BBC Analog
Transmission Contract (which covers analog television and analog and digital
radio transmission services to the BBC). CTI also has entered into two digital
television transmission contracts, the BBC Digital Transmission Contract and
the BDB Digital Transmission Contract (as defined) (which cover digital
television transmission services to the BBC and BDB, respectively). CTI also
provides facilities to NTL (in its capacity as a broadcast transmission
provider to non-CTI customers) under the Site-Sharing Agreement. The Company
also has long-term service agreements with broadcast customers such as Virgin
Radio and Talk Radio. In addition, CTI has several agreements with
telecommunications providers, including leases, site management contracts and
independent contractor agreements. The Company has entered into contracts to
design and build communications equipment and related infrastructure for
customers such as Cellnet, One2One, Orange, Scottish Telecom and Vodafone.

BBC Analog Transmission Contract

The BBC Analog Transmission Contract provides for charges of approximately
(Pounds)46.5 million ($78.0 million) to be payable by the BBC to CTI for the
year ended March 31, 1998 and each year thereafter to the termination date,
adjusted annually at the inflation rate less 1%. In addition, for the duration
of the contract an annual payment of (Pounds)300,000 ($502,950) is payable by
the BBC for additional broadcast-related services. At the BBC's request, since
October 1997, the terms of the contract have been modified to increase the
television broadcast hours to 24 hours per day for the BBC's two national
television services, which has added over (Pounds)500,000 ($838,250) annually
to the payments made by the BBC to the Company.

The BBC Analog Transmission Contract also provides for CTI to be liable to
the BBC for "service credits" (i.e., rebates of its charges) in the event that
certain standards of service are not attained as a result of what the contract
characterizes as "Accountable Faults". The Company believes that CTI is well-
equipped to meet the BBC's service requirements by reason of the collective
experience its existing management gained while working with the BBC.
Following completion of two formal six-month performance reviews, CTI achieved
a 100% "clean sheet" performance, incurring no service credit penalties.

The initial term of the BBC Analog Transmission Contract ends on March 31,
2007. Thereafter, the BBC Analog Transmission Contract may be terminated with
12 months' prior notice by either of the parties, expiring

on March 31 in any contract year, from and including March 31, 2007. It may
also be terminated earlier (i) by mutual agreement between CTI and the BBC,
(ii) by one party upon the bankruptcy or insolvency of the other party within
the meaning of section 123 of the Insolvency Act 1986, (iii) upon certain
force majeure events with respect to the contract as a whole or with respect
to any site (in which case the termination will relate to that site only),
(iv) by the non-defaulting party upon a material breach by the other party and
(v) upon the occurrence of a Change of Control (as defined in the BBC Analog
Transmission Contract).

BBC Commitment Agreement

On February 28, 1997, in connection with the acquisition of the BBC Home
Service Transmission Business, Castle Tower Holding Corp. ("CTHC") (the
predecessor to CCIC), TdF, TeleDiffusion de France S.A., the parent company of
TdF and DFI ("TdF S.A."), and the BBC entered into the BBC Commitment
Agreement (the "BBC Commitment Agreement"), whereby CTHC and TdF agreed (i)
not to "dispose" (as such term is defined in the BBC Commitment Agreement) of
any shares in CTSH until February 28, 2000; and (ii) to maintain various
minimum indirect ownership interests in CTI and CTSH for periods ranging from
three to five years commencing February 28, 1997. These provisions restrict
the ability of CCIC and TdF to sell, transfer or otherwise "dispose" of their
respective CTSH shares (and, indirectly, their CTI shares). The restrictions
do not apply to disposals of which the BBC has been notified in advance and to
which the BBC has given its prior written consent, which, subject to certain
exceptions, consent shall not be unreasonably withheld or delayed. The BBC has
consented to waive the above restrictions in connection with the Governance
Agreement and the CTSH Shareholders' Agreement, which contain provisions
relating to dispositions of shares.

The BBC Commitment Agreement also required TdF S.A. and CCIC to enter into
services agreements with CTI. The services agreement entered into by CTHC and
CTI is being terminated pursuant to the CTSH Shareholders' Agreement. The
services agreement entered into by TdF S.A. and CTI (pursuant to which TdF
makes available certain technical consultants, executives and engineers to CTI
for a minimum term of three years commencing February 28, 1997) is being
renegotiated. See "The Roll-Up--Roll-Up Agreements--CTI Services Agreement".

BDB Digital Transmission Contract

In 1997, the Independent Television Commission awarded BDB three of the five
available commercial digital terrestrial television multiplexes for new
program services. The Company bid for and won the 12 year contract from BDB to
build and operate its digital television transmission network (the "BDB
Digital Transmission Contract"). The contract provides for approximately
(Pounds)20.0 million ($33.5 million) of revenue per year from 2001 to 2008,
with lesser amounts payable before and after these years and with service
credits repayable for performance below agreed thresholds.

BBC Digital Transmission Contract

In 1998, the Company bid for and won the 12 year contract from the BBC to
build and operate its digital terrestrial television transmission network (the
"BBC Digital Transmission Contract"). This contract provides for approximately
(Pounds)10.5 million ($17.6 million) of revenue per year (assuming the BBC
commits to the full DTT roll-out contemplated by the BBC Digital Transmission
Contract) during the 12 year period, with service credits repayable for
performance below agreed thresholds. There is a termination provision during
the three-month period following the fifth anniversary of the Company's
commencement of digital terrestrial transmission services for the BBC
exercisable by the BBC but only if the BBC's Board of Governors determines, in
its sole discretion, that DTT in the United Kingdom does not have sufficient
viewership to justify continued DTT broadcasts. Under this provision, the BBC
will pay the Company a termination fee in cash that substantially recovers the
Company's capital investment in the network, and any residual ongoing
operating costs and liabilities. Like the BBC Analog Transmission Contract,
the contract is terminable in certain circumstances involving the acquisition
by third parties of control of CTI.

BT Digital Distribution Contract

Under the BBC Digital Transmission Contract and the BDB Digital Transmission
Contract, in addition to providing digital terrestrial transmission services,
CTI has agreed to provide for the distribution of the BBC's and BDB's
broadcast signals from their respective television studios to CTI's
transmission network. Consequently, in May 1998, CTI entered into a
distribution contract (the "BT Digital Distribution Contract") with British
Telecommunications PLC ("BT"), which will expire 12 years after the date on
which the Company commences digital terrestrial television transmission
services in the United Kingdom (with provisions for extending the term), in
which BT has agreed to provide fully duplicated, fiber-based, digital
distribution services, with penalties for late delivery and service credits
for failure to deliver 99.99% availability.

Site-Sharing Agreement

In order to optimize service coverage and enable viewers to receive all
analog UHF television services using one receiving antenna, the BBC, as the
predecessor to CTI, and NTL made arrangements to share all UHF television
sites. This arrangement was introduced in the 1960s when UHF television
broadcasting began in the United Kingdom. In addition to service coverage
advantages, the arrangement also minimizes costs and avoids the difficulties
of obtaining additional sites.

Under the Site-Sharing Agreement, the party that is the owner, lessee or
licensee of each site is defined as the "Station Owner". The other party (the
"Sharer") is entitled to request a license to use certain facilities at that
site. The Site-Sharing Agreement and each site license provide for the Station
Owner to be paid a commercial license fee in accordance with the Site-Sharing
Agreement ratecard and for the Sharer to be responsible, in normal
circumstances, for the costs of accommodation and equipment used exclusively
by it. The Site-Sharing Agreement may be terminated with five years' prior
notice by either of the parties and expires on December 31, 2005 or on any
tenth anniversary of that date. It may also be terminated (i) following a
material breach by either party which, if remediable, is not remedied within
30 days of notice of such breach by the non-breaching party, (ii) on the
bankruptcy or insolvency of either party and (iii) if either party ceases to
carry on a broadcast transmission business or function.

Negotiations are in progress between the Company and NTL to amend the Site-
Sharing Agreement to account for the build-out of digital transmission sites
and equipment, a new rate card related to site sharing fees for new digital
facilities and revised operating and maintenance procedures related to digital
equipment.

Vodafone

On April 16, 1998, under Vodafone's master lease agreement with the Company,
Vodafone agreed to locate antennas on 122 of the Company's existing
communication sites in the United Kingdom. Approximately 20 sites are expected
to be completed by the end of July 1998. Another 17 sites will require the
acquisition of additional land or significant tower upgrade and are expected
to take six to nine months to complete. Finally, 65 of the sites presently are
composed of a limited capacity tower. Such sites will require the construction
of new towers, which will require full planning and zoning approvals. These
sites are expected to require six to 12 months to complete. After their
upgrade, these sites will be able to accommodate additional tenants.

Customers

For the three months ended March 31, 1998, the BBC accounted for
approximately 59% of CTI's revenues. This percentage has decreased from 63% in
1997 and is expected to continue to decline as CTI continues to expand its
site rental business and as DTT begins to be transmitted. CTI provides all
four U.K. PCN/cellular operators (Cellnet, One2One, Orange and Vodafone) with
infrastructure services and also provides fixed telecommunications operators,
such as British Telecom, Cable & Wireless Communications, Energis, Scottish
Telecom and Ionica, with microwave links and backhaul infrastructure. The
following is a list of CTI's four broadcast service customers and top ten site
rental customers by percentage of revenues for the quarter ended March 31,
1998:

REVENUES FOR REVENUES FOR
THREE MONTHS ENDED THREE MONTHS ENDED % OF TOTAL BROADCAST
BROADCAST SERVICES MARCH 31, 1998 MARCH 31, 1998 SERVICES REVENUES
- ------------------ ------------------- ------------------- ---------------------

BBC..................... (Pounds)12,813,000 $21,480,995 91.0%
British Digital
Broadcasting........... 832,000 1,394,848 5.9
Commercial radio
services............... 441,000 739,337 3.1
------------------ ----------- -----
Total................. (Pounds)14,086,000 $23,615,180 100.0%
================== =========== =====

REVENUES FOR REVENUES FOR
THREE MONTHS ENDED THREE MONTHS ENDED % OF TOTAL SITE
SITE RENTAL MARCH 31, 1998 MARCH 31, 1998 RENTAL REVENUES
- ----------- ------------------- ------------------- ---------------------

NTL..................... (Pounds) 1,834,000 $3,074,701 39.6%
Cellnet................. 538,000 901,957 11.6
Vodafone................ 418,000 700,777 9.0
Orange.................. 387,000 648,806 8.4
One2One................. 329,000 551,569 7.1
BBC (non-broadcast)..... 160,000 268,240 3.5
BT plc.................. 138,000 231,357 3.0
Cable & Wireless
Communications......... 114,000 191,121 2.5
Aerial Sites............ 77,000 129,091 1.7
BT Mobile
Communications......... 58,000 97,237 1.3
------------------ ----------- -----
Total................. (Pounds) 4,053,000 $6,794,856 87.5%
================== =========== =====

The following is a list of some of CTI's leading site rental customers by
industry segment and the percentage of CTI's March 1998 monthly site rental
revenues derived from each industry segment.

MARCH MARCH % OF TOTAL
MONTHLY MONTHLY MARCH
NUMBER OF REVENUES REVENUES SITE RENTAL
INDUSTRY SELECTED CUSTOMERS TENANT LEASES BY INDUSTRY BY INDUSTRY REVENUES
-------- -------------------------------- ------------- ----------------- ----------- ------------

Paging..................... Page One, Hutchinson 180 (Pounds) 63,000 $105,620 3.7%
Public Telecommunications.. BT, Cable & Wireless
Communications 270 144,000 241,416 8.4
PCN........................ Orange, One2One 311 257,000 430,861 15.1
Cellular................... Cellnet, Vodafone 357 342,000 573,363 20.0
PMR/TETRA.................. National Band 3, Dolphin 76 35,000 58,678 2.1
Governmental Agencies...... Ministry of Defense 45 22,000 36,883 1.3
Broadcasting............... XFM, BBC, NTL 133 708,000 1,186,962 41.5
Data....................... RAM Mobile Data, Cognito 54 18,000 30,177 1.0
Other...................... Aerial Sites, Health Authorities 253 99,000 165,974 5.9
Utilities.................. Welsh Water, Southern Electric 56 18,000 30,177 1.0
----- ----------------- ---------- -----
Totals.................................................... 1,735 (Pounds)1,706,000 $2,860,111 100.0%
===== ================= ========== =====

Sales and Marketing

The Company has 22 sales and marketing personnel in the United Kingdom who
identify new revenue-generating opportunities, develop and maintain key
account relationships, and tailor service offering to meet the needs of
specific customers. An excellent relationship has been maintained with the
BBC, and successful new relationships have been developed with many of the
major broadcast and wireless communications carriers in the United Kingdom.
The Company has begun to actively cross-sell its products and services so
that, for example, site rental customers are also offered build-to-suit
services. In addition, the Company recently hired a new Sales & Marketing
Director with 10 years of experience in the U.K. and U.S. wireless
telecommunications industries.

The Company follows a proactive sector-marketing approach in identifying and
prioritizing new opportunities and within its chosen target markets, is
currently pursuing the following objectives:

(i) Television: the Company is seeking to expand its existing contracts
with the BBC and BDB to include additional value-added services and to
provide increased geographic coverage;

(ii) Radio: the Company is seeking to secure additional contracts for
analog and digital radio transmission from both new and existing radio
operators in the United Kingdom;

(iii) Mobile Telecommunications: the Company is seeking to increase the
number of sites which it provides to all of the major mobile communications
operators in the United Kingdom, and to extend the range of services which
it offers to these customers to include site acquisition, site management,
microwave link installation, network operation and maintenance; and

(iv) Fixed Telecommunications: the Company is seeking to take advantage
of the rapid growth in the provision of fixed telecommunications by radio
in the United Kingdom by becoming preferred supplier of sites and related
infrastructure services to this rapidly emerging customer segment.

Competition

NTL, the privatized engineering division of the IBA and now a subsidiary of
NTL Inc. (formerly International CableTel Inc.), is CTI's primary competition
in the terrestrial broadcast transmission market in the United Kingdom. NTL
provides analog transmission services to ITV, Channels 4 and 5, and S4C. It
also has been awarded the transmission contract for the new DTT multiplex
service from Digital 3 & 4 Limited, and is expected to be awarded a similar
contract for the DTT service for SDN (CTI has been awarded similar contracts
for the BBC and BDB--serving a total of four multiplexes compared with NTL's
two). Since its creation in 1991, NTL has diversified from its core television
broadcasting business using its transmission infrastructure to enter into the
radio transmission and telecommunications sectors.

Although CTI and NTL are direct competitors, they have reciprocal rights to
the use of each others sites for broadcast transmission usage in order to
enable each of them to achieve the necessary country-wide coverage. This
relationship is formalized by the Site-Sharing Agreement entered into in 1991,
the time at which NTL was privatized.

NTL also offers site rental on approximately 1,000 of its sites (some of
which are managed on behalf of third parties). Like CTI, NTL offers a full
range of site-related services to its customers, including installation and
maintenance. CTI believes its towers to be at least as well situated as NTL's
and that it will be able to expand its own third-party site-sharing
penetration. CTI also believes that its penetration of this market has to date
lagged behind NTL only because of the governmental restrictions on the
commercial activities of CTI's business prior to its privatization.

All four U.K. mobile operators own site infrastructure and lease space to
other users. Their openness to sharing with direct competitors varies by
operator. Cellnet and Vodafone have agreed to cut site costs by jointly
developing and acquiring sites in the Scottish Highlands. BT and Cable &
Wireless Communications are both major site sharing customers but also compete
by leasing their own sites to third-parties. BT's position in the market is
even larger when considered in combination with its interest in Cellnet.

Several other companies compete in the market for site rental. These include
British Gas, Racal Network Systems, Aerial Sites Plc, Simoco, Relcom Aerial
Services and the Royal Automobile Club. Some companies own sites initially
developed for their own networks, while others are developing sites
specifically to exploit this market.

CTI faces competition from a large number of companies in the provision of
network services. The companies include NTL, specialty consultants and
equipment manufacturers such as Nortel and Ericsson.

PROPERTIES

In the United States, the Company's interests in its tower sites are
comprised of a variety of fee interests, leasehold interests created by long-
term lease agreements, private easements and easements, licenses or rights-of-
way granted by government entities. In rural areas, a tower site typically
consists of a three- to five-acre tract, which supports towers, equipment
shelters and guy wires to stabilize the structure. Less then 3,000 square feet
are required for a self-supporting tower structure of the kind typically used
in metropolitan areas. The Company's land leases generally have five- or ten-
year terms and frequently contain one or more renewal options. Some land
leases provide "trade-out" arrangements whereby the Company allows the
landlord to use tower space in lieu of paying all or part of the land rent. As
of April 30, 1998, the Company had approximately 466 land leases. Pursuant to
the Senior Credit Facility, the Company's senior lenders have liens on a
substantial number of the Company's land leases and other property interests
in the United States.

In the United Kingdom, tower sites range from less than 400 square feet for
a small rural TV booster station to over 50 acres for a high-power radio
station. As in the United States, the site accommodates the towers, equipment
buildings or cabins and, where necessary, guy wires to support the structure.
Land is either owned freehold, which is usual for the larger sites, or is held
on long-term leases that generally have terms of 21 years or more.

LEGAL PROCEEDINGS

The Company is occasionally involved in legal proceedings that arise in the
ordinary course of business. Most of these proceedings are appeals by
landowners of zoning and variance approvals of local zoning boards. While the
outcome of these proceedings cannot be predicted with certainty, management
does not expect any pending matters to have a material adverse effect on the
Company's financial condition or results of operations.

EMPLOYEES

At April 30, 1998, the Company employed 709 people worldwide. Other than in
the United Kingdom, the Company is not a party to any collective bargaining
agreements. In the United Kingdom, the Company is party to a collective
bargaining agreement with the Broadcast, Entertainment, Cinematographic and
Technicians Union. This agreement establishes bargaining procedures relating
to the terms and conditions of employment for all of CTI's non-management
staff. The Company has not experienced any strikes or work stoppages, and
management believes that the Company's employee relations are good.

REGULATORY MATTERS

United States

Federal Regulations. Both the FCC and FAA regulate towers used for wireless
communications transmitters and receivers. Such regulations control the siting
and marking of towers and may, depending on the characteristics of particular
towers, require registration of tower facilities. Wireless communications
devices operating on towers are separately regulated and independently
licensed based upon the particular frequency used.

Pursuant to the requirements of the Communications Act of 1934, as amended,
the FCC, in conjunction with the FAA, has developed standards to consider
proposals for new or modified antenna structures. These standards mandate that
the FCC and the FAA consider the height of proposed antenna structures, the
relationship of the structure to existing natural or man-made obstructions and
the proximity of the antenna structures to

runways and airports. Proposals to construct or to modify existing antenna
structures above certain heights are reviewed by the FAA to ensure the
structure will not present a hazard to aviation. The FAA may condition its
issuance of a no-hazard determination upon compliance with specified lighting
and/or marking requirements. The FCC will not license the operation of
wireless telecommunications devices on towers unless the tower has been
registered with the FCC or a determination has been made that such
registration is not necessary. The FCC will not register a tower unless it has
been cleared by the FAA. The FCC may also enforce special lighting and
painting requirements. Owners of wireless transmissions towers may have an
obligation to maintain painting and lighting to conform to FCC standards.
Tower owners may also bear the responsibility of notifying the FAA of any
tower lighting outage. The Company generally indemnifies its customers against
any failure to comply with applicable regulatory standards. Failure to comply
with the applicable requirements may lead to civil penalties.

The 1996 Telecom Act preempted certain state and local zoning authorities'
jurisdiction over the construction, modification and placement of towers. The
new law prohibits any action that would (i) discriminate between different
providers of personal wireless services or (ii) ban altogether the
construction, modification or placement of radio communications towers.
Finally, the 1996 Telecom Act requires the federal government to help
licensees for wireless communications services gain access to preferred sites
for their facilities. This may require that federal agencies and departments
work directly with licensees to make federal property available for tower
facilities.

Local Regulations. Local regulations include city and other local
ordinances, zoning restrictions and restrictive covenants imposed by community
developers. These regulations vary greatly, but typically require tower owners
to obtain approval from local officials or community standards organizations
prior to tower construction. Local zoning authorities generally have been
hostile to construction of new transmission towers in their communities
because of the height and visibility of the towers.

United Kingdom

Telecommunications systems and equipment used for the transmission of
signals over radio frequencies have to be licensed in the United Kingdom.
These licenses are issued on behalf of the British Government by the Secretary
of State for Trade and Industry under the Telecommunications Act 1984 and the
Wireless Telegraphy Acts 1949, 1968 and 1998. CTI has a number of such
licenses under which it runs the telecommunications distribution and
transmission systems which are necessary for the provision of its transmission
services. CTI's operations are subject to comprehensive regulation under the
laws of the United Kingdom.

Licenses under the Telecommunications Act 1984

CTI has the following three licenses under the Telecommunications Act 1984:

Transmission License. The Transmission License is a license to run
telecommunications systems for the transmission via wireless telegraphy of
broadcasting services. This license is for a period of at least twenty-five
years from January 23, 1997, and is CTI's principal license. Its main
provisions include:

(i) a price control condition covering the provision of all analog radio
and television transmission services to the BBC under the BBC Analog
Transmission Agreement (for an initial price of approximately
(Pounds)44 million for regulated elements of the services provided by CTI
under the BBC Analog Transmission Agreement in the year ended March 31,
1997, subject to an increase cap which is 1% below the rate of increase in
the Retail Price Index over the previous calendar year). The current price
control condition applies until March 31, 2006;

(ii) a change of control provision which requires notification of
acquisitions of interest in CTI of more than 20% by a public
telecommunications operator or any Channel 3 or Channel 5 licensee, which
acquisitions entitle the Secretary of State to revoke the license;

(iii) a site sharing requirement requiring CTI to provide space on its
towers to analog and digital broadcast transmission operators and including
a power for the Director General of Telecommunications ("OFTEL"), as the
regulator, to determine prices if there is failure between the site owner
and the prospective site sharer to agree to a price;

(iv) a fair trading provision enabling OFTEL to act against anti-
competitive behavior by the licensee; and

(v) a prohibition on undue preference or discrimination in the provision
of the services it is required to provide third parties under the
Transmission License.

OFTEL is in the process of assessing a complaint made by Classic FM and NTL
in respect of certain charges, imposed previously by the BBC under the Site-
Sharing Agreement with NTL for the use by Classic FM of BBC radio antennas and
passed on to Classic FM by NTL. OFTEL is currently taking the position that
the Site-Sharing Agreement did not cover charges for new services to customers
such as classic FM, thereby enabling OFTEL to intervene and determine the
appropriate rate under the "Applicable Rate" mechanism in CTI's Transmission
License, although as of June 15, 1998, it had not yet issued a final decision
to this effect. This procedure could result in an amendment to the Site-
Sharing Agreement and could in turn lead to a diminution of CTI's income of
approximately (Pounds)300,000 per annum (equivalent to approximately 0.4% of
revenues and 1.0% of EBITDA for the fiscal year ended March 31, 1997).

The Secretary of State has designated the Transmission License a public
telecommunications operator ("PTO") license in order to reserve to himself
certain emergency powers for the protection of national security. The PTO
designation is, however, limited to this objective. CTI does not have a full
domestic PTO license and does not require one for its current activities. The
Department of Trade and Industry has, nevertheless, indicated that it would be
willing to issue CTI such a license. As a result CTI would gain wider powers
to provide services to third parties including public switched voice telephony
and satellite uplink and would grant CTI powers to build out its network over
public property (so-called "code powers").

General Telecom License. The General Telecom License is a general license to
run telecommunications systems and authorizes CTI to run all the necessary
telecommunications systems to convey messages to its transmitter sites (e.g.,
via leased circuits or using its own microwave links). The license does not
cover the provision of public switched telephony networks (which would require
a PTO license as described above).

Satellite License. The Satellite License is a license to run
telecommunications systems for the provision of satellite telecommunication
services and allows the conveyance via satellite of messages, including data
and radio broadcasting. The license excludes television broadcasting direct to
the home via satellite although distribution via satellite of television
broadcasting services which are to be transmitted terrestrially is permitted.

Licenses under the Wireless Telegraphy Acts 1949, 1968 and 1998

CTI has three licenses under the Wireless Telegraphy Acts 1949, 1968 and
1998, authorizing the use of radio equipment for the provision of certain
services over allocated radio frequencies:

(i) a Broadcasting Services License in relation to the transmission
services provided to the BBC, Virgin Radio and Talk Radio;

(ii) a Fixed Point-to-Point Radio Links License; and

(iii) two DAB Test and Development Licenses.

All the existing licenses under the Wireless Telegraphy Acts 1949, 1968 and
1998 have to be renewed annually with the payment of a significant fee. The
BBC is obligated under the BBC Analog Transmission Contract and the BBC
Digital Transmission Contract to pay those fees.

ENVIRONMENTAL MATTERS

The Company's operations are subject to foreign, federal, state and local
laws and regulations relating to the management, use, storage, disposal,
emission, and remediation of, and exposure to, hazardous and nonhazardous
substances, materials and wastes ("Environmental Laws"). As an owner and
operator of real property, the Company is subject to certain Environmental
Laws that impose strict, joint and several liability for

the cleanup of on-site or off-site contamination relating to existing or
historical operations, and also could be subject to personal injury or
property damage claims relating to such contamination. The Company is
potentially subject to cleanup liabilities in both the United States and the
United Kingdom.

The Company also is subject to regulations and guidelines that impose a
variety of operational requirements relating to RF emissions. The potential
connection between RF emissions and certain negative health effects, including
some forms of cancer, has been the subject of substantial study by the
scientific community in recent years. To date, the results of these studies
have been inconclusive. Although the Company has not been subject to any
claims relating to RF emissions, it has established operating procedures
designed to reduce employee exposures to RF emissions and is presently
evaluating certain of its towers and transmission equipment in the United
States and the United Kingdom to determine whether RF emission reductions are
possible.

In addition, the Company is subject to licensing, registration and related
requirements concerning tower siting, construction and operation. In the
United States, the FCC's decision to license a proposed tower may be subject
to environmental review pursuant to the National Environmental Policy Act of
1969 ("NEPA"), which requires federal agencies to evaluate the environmental
impacts of their decisions under certain circumstances. The FCC regulations
implementing NEPA place responsibility on each applicant to investigate any
potential environmental effects of a proposed operation and to disclose any
significant effects on the environment in an environmental assessment prior to
commencing construction. In the event the FCC determines that a proposed tower
would have a significant environmental impact, the FCC would be required to
prepare an environmental impact statement. This process could significantly
delay or prevent the registration or construction of a particular tower, or
make tower construction more costly. In certain jurisdictions, local laws or
regulations may impose similar requirements.

The Company believes that it is in substantial compliance with all
applicable Environmental Laws. Nevertheless, there can be no assurance that
the costs of compliance with existing or future Environmental Laws will not
have a material adverse effect on the Company's business, results of
operations, or financial condition.

THE ROLL-UP

GENERAL

On April 24, 1998, the Company entered into a Share Exchange Agreement
pursuant to which, concurrently with the consummation of the Offering (i) all
shareholders of CTSH (other than the Company, TdF and DFI) will exchange their
shares of capital stock of CTSH for shares of Common Stock of the Company and
(ii) DFI will exchange its shares of capital stock of CTSH for shares of Class
A Common Stock of the Company (collectively, the "Exchange"). Upon
consummation of the Exchange, the Company will own 80.0% of CTSH and TdF will
own the remaining 20.0%. Concurrently with the Exchange, (i) each share of the
Company's existing Class A Common Stock will be exchanged for shares of
Common Stock, (ii) each share of the Company's Class B Common Stock will be
exchanged for one share of Common Stock, (iii) each share of the Company's
Series A Convertible Preferred Stock will be exchanged for shares of
Common Stock, (iv) each share of the Company's Series B Convertible Preferred
Stock will be exchanged for shares of Common Stock and (v) each share of
the Company's Series C Convertible Preferred Stock will be exchanged for
shares of Common Stock. The Exchange and the transactions set forth in clauses
(i) through (v) in the preceding sentence are collectively referred to herein
as the "Roll-Up".

Upon the consummation of the Offering, after giving effect to the Roll-Up,
TdF will own % of the Company's Common Stock, the Candover Group will
beneficially own % of the Company's Common Stock, the Berkshire Group will
beneficially own % of the Company's Common Stock, the Centennial Group will
beneficially own % of the Company's Common Stock, the Crown Parties will
beneficially own % of the Company's Common Stock and management of the
Company (excluding Mr. Crown) will own % of the Company's Common Stock. See
"Ownership of Capital Stock".

In addition, subject to certain conditions, (i) during the two year period
following consummation of the Offering, TdF will have the right to exchange
its shares of capital stock of CTSH for shares of Class A Common Stock of the
Company at the Exchange Ratio (as defined) and (ii) on the second anniversary
of the consummation of the Offering, the Company will have the right to
require TdF to exchange its shares of capital stock of CTSH for shares of
Class A Common Stock of the Company at the Exchange Ratio; provided, however,
that in each case TdF will retain its governance rights with respect to CTI
until its ownership interest in the Company falls below 5%. After giving
effect to such an exchange and the exchange of such shares and DFI's shares of
Class A Common Stock for shares of Common Stock, upon consummation of the
Offering, TdF would beneficially own % of the Company's Common Stock. See
"Risk Factors--Risks Related to Agreements with TdF", "--Roll-Up Agreements"
and "Description of Capital Stock".

ROLL-UP AGREEMENTS

The following descriptions of the Share Exchange Agreement, the Governance
Agreement, the Stockholders Agreement, the CTSH Shareholders Agreement and the
CTI Operating Agreement (each defined below), which are related to the Roll-Up
and to which the Company is a party, are qualified in their entirety by
reference to the complete texts of the agreements, each of which has been
filed as an exhibit to the registration statement of which this Prospectus
forms a part. Certain capitalized terms used but not defined below have the
meanings assigned to such terms under "--Certain Definitions" below.

Share Exchange Agreement

On April 24, 1998, the Company entered into a Share Exchange Agreement (the
"Share Exchange Agreement") with CTSH, TdF, DFI, and certain shareholders of
CTSH (the "CTSH Shareholders") in order to effect the exchange of certain CTSH
ordinary shares, nominal value 1 pence ("CTSH Ordinary Shares"), and CTSH
preference shares, nominal value 1 pence each ("CTSH Preference Shares" and,
together with the CTSH

Ordinary Shares, the "CTSH Shares"), held by DFI and the CTSH Shareholders for
shares of Class A Common Stock of the Company, in the case of DFI, and shares
of Common Stock of the Company, in the case of the CTSH Shareholders. DFI will
exchange 1,620,000,000 CTSH Shares for shares of Class A Common Stock of
the Company and the remaining CTSH Shareholders will exchange, in the
aggregate, 2,981,000,000 CTSH Shares for shares of Common Stock of the
Company. The exchange ratio, in the case of each CTSH Shareholder, was
shares of Common Stock and, in the case of DFI, was shares of Class A
Common Stock, in each case for one CTSH Ordinary Share together with 999 CTSH
Preference Shares. Following consummation of the Exchange, the Company and TdF
will remain as the only two shareholders of CTSH with the Company and TdF
holding 80% and 20%, respectively, of the outstanding capital stock of CTSH.

Governance Agreement

Concurrently with the consummation of the Offering, the Company, TdF and DFI
will enter into the Governance Agreement (the "Governance Agreement") to
provide for certain rights and obligations of the Company, TdF and DFI with
respect to the governance of the Company following the consummation of the
Exchange.

Governance

Subject to certain limitations and conditions described below, super-
majority voting requirements or veto rights of TdF may apply in connection
with certain actions proposed to be undertaken by the Company as described
below.

Super-Majority Voting Requirements. Subject to certain limitations and the
termination of such super-majority voting requirements as described in "--
Governance Limitations" below, as long as TdF is Qualified, a Special Majority
Vote of the Board is required for the Company to take any of the following
actions:

(i) the amendment of the Certificate of Incorporation or By-laws;

(ii) any acquisition of any assets, business, operations or securities
(other than with respect to any redemption of the Senior Convertible
Preferred Stock in accordance with its terms) by the Company or any
subsidiary thereof by merger, joint venture or otherwise (whether in one
transaction or a series of related transactions) other than any such
acquisition by the Company or any of its subsidiaries if the Company's
and/or any such subsidiary's pro rata Total Enterprise Value in respect of
such acquisition, prior to giving effect thereto, is less than or equal to
the greater of $20.0 million and 2% of the Total Enterprise Value of the
Company and its subsidiaries taken as a whole;

(iii) any disposition (other than with respect to asset swaps) of any
assets, business, operations or securities by the Company or any subsidiary
thereof (whether in one transaction or a series of related transactions)
other than a disposition by the Company or any of its subsidiaries where
the Company's and/or any such subsidiary's pro rata Total Enterprise Value
in the consideration received in respect of such disposition, prior to
giving effect thereto, is less than or equal to the greater of $20.0
million and 2% of the Total Enterprise Value of the Company and its
subsidiaries taken as a whole;

(iv) any Strategic Alliance which is material to the Company and its
subsidiaries, taken as a whole;

(v) any incurrence, assumption or issuance by the Company or any of its
subsidiaries of Indebtedness other than (A) Indebtedness existing on the
date hereof and any Permitted Indebtedness (including in each case any
refinancings which do not increase the principal amount thereof), (B) any
other Indebtedness if the Company's Debt to Adjusted Consolidated Cash Flow
Ratio at the time of incurrence of such Indebtedness, after giving pro
forma effect to such incurrence or issuance as of such date and to the use
of proceeds therefrom as if the same had occurred at the beginning of the
most recently ended four full fiscal quarterly periods of the Company for
which internal financial statements are available, would have been no
greater than 5.5 to 1.0 and (C) any refinancing of any Indebtedness the
incurrence of which was approved by the Board in accordance with this
paragraph, which refinancing does not increase the principal amount of such
Indebtedness;

(vi) any transaction between (A) the Company or any of its subsidiaries,
on the one hand, and (B) any Stockholder (as defined below) or affiliate of
the Company (other than any subsidiary of the Company and other than TdF
and its affiliates), on the other hand;

(vii) the issuance of any equity security of the Company or any
subsidiaries of the Company (subject to certain limitations, including
without limitation, the grant or exercise of certain options to purchase
Common Stock to employees, directors or consultants of the Company and the
issuance of shares of Common Stock issuable upon conversion of, or in
respect of dividends on, the Preferred Stock, or upon exercise of the
warrants granted in connection with the issuance of the Preferred Stock
(the "Senior Preferred Warrants"));

(viii) any Business Combination entered into by the Company;

(ix) the dissolution of the Company, the adoption of a plan of
liquidation of the Company or any action by the Company relating to
bankruptcy or insolvency; and

(x) any amendment to the Rights Plan other than any such amendment for
the purpose of permitting any transaction which is permitted under the
terms of the Governance Agreement or required by applicable law.

Veto Rights. Subject to certain limitations and the termination of such
rights as described in "--Governance Limitations" below, TdF has a veto right
(the "Veto") over the following actions of the Company:

(i) (A) the creation or issuance of any new class of security of the
Company or any class of security of a subsidiary of the Company (other than
where all such subsidiary's securities are issued to the Company), or any
right to acquire such security, (B) the issuance of any Class A Common
Stock to any person other than TdF or its affiliates (other than the
Company) (the "TdF Group") or (C) any amendment to the charter or by-laws
(other than any amendment required by applicable law or any ruling or order
of any court or governmental body) (including without limitation any such
amendment to increase the number of directors constituting the entire
Board), with, in the case of clause (A) or (B), the intent or effect of
materially adversely affecting the legal rights of TdF under the Governance
Agreement or the Stockholders Agreement;

(ii) the acquisition in one or a series of related transactions,
including without limitation any enforceable right of any other person to
require any deferred acquisition (whether by merger, consolidation, joint
venture, the purchase of stock or assets or otherwise) of a business,
operations, securities or assets not in a Permitted Business Line, which
acquisition by the Company or any of its subsidiaries if the Company's
and/or any such subsidiary's pro rata Total Enterprise Value in respect of
such acquisition, immediately prior to giving effect thereto, would
constitute more than 10% of the Total Enterprise Value of the Company and
its subsidiaries taken as a whole (it being understood that at the time of
any subsequent optional purchase relating to such acquisition the value of
the Company's and/or any such subsidiary's pro rata Total Enterprise Value
will be the pro forma value of the entire interest);

(iii) the acquisition in one or a series of related transactions,
including without limitation any enforceable right of any other person to
require any deferred acquisition (whether by merger, consolidation, joint
venture, the purchase of stock or assets or otherwise) of a business,
operations, securities or assets which is (or are) in a Permitted Business
Line (other than any part thereof which is not material in relation to the
whole of such business, operations, securities or assets), which
acquisition, by the Company or any of its subsidiaries if the value of the
Company's and/or any such subsidiary's pro rata Total Enterprise Value in
respect of such acquisition, immediately prior to giving effect thereto,
would constitute, (A) prior to December 31, 1999, the greater of $750.0
million and more than 25% of the Total Enterprise Value of the Company and
its subsidiaries taken as a whole and (B) following December 31, 1999, more
than 25% of the Total Enterprise Value of the Company and its subsidiaries
taken as a whole (it being understood that at the time of any subsequent
optional purchase relating to such acquisition the value of the Company's
and/or any such subsidiary's pro rata Total Enterprise Value will be the
pro forma value of the entire interest);

(iv) any Strategic Alliance with certain parties;

(v) the disposition (other than with respect to asset swaps) in one or a
series of related transactions, including without limitation any
enforceable right of any other person to require any deferred disposition
of a business or assets, if the value of the Company's and/or any such
subsidiary's pro rata Total Enterprise Value in the consideration received
in respect of such disposition, immediately prior to giving effect thereto,
(including the assumption of any Indebtedness of the Company in connection
therewith) exceeds 10% of the Total Enterprise Value of the Company and its
subsidiaries taken as a whole; provided, however, that excluded from the
foregoing will be any disposition by the Company or any of its subsidiaries
of any specific interest of the Company and/or any of its subsidiaries in
certain other permitted acquisitions, which interest the Board, as
evidenced by resolution duly adopted by the Board prior to such
acquisition, firmly intended to dispose of following such acquisition, and
which is disposed of by the Company or any subsidiary of the Company within
twelve months of such acquisition;

(vi) any Business Combination, except as permitted pursuant to the
exercise of the CTSH Option, as described below; and

(vii) the issuance by the Company to any person in one or more
transactions of equity securities or the right to purchase equity
securities (other than with respect to the Rights issued under the Rights
Plan) representing 25% (or if the Company elects by notice in writing to
TdF, 30%) (the "Relevant Percentage") or more of the aggregate amount of
the outstanding equity securities of the Company (it being understood that
any such issuance the consummation of which would result in a Business
Combination will be treated solely under the foregoing clause (vi)).

Governance Limitations. Subject to certain conditions, the super-majority
requirements described under "--Super-Majority Voting Requirements" above will
not apply if there is a vote of the Board under the following circumstances:
(i) following the second anniversary of the consummation of Exchange, six
independent directors have been elected to the Board and vote on the proposed
action; provided, however, that one existing independent director previously
has been replaced, (ii) seven independent directors have been elected to the
Board and vote on the proposed action; provided, however, that one existing
independent director previously has been replaced or (iii) any vote of the
Board after the fifth anniversary of the consummation of the Exchange.

Subject to certain conditions, following the fifth anniversary of the
consummation of the Exchange, the Company or any of its subsidiaries may take
any of the actions set forth in clauses (ii), (iii), (iv) and (v) under "--
Veto Rights" above without the prior written consent of TdF, and following the
tenth anniversary of the consummation of the Exchange, the Company or any of
its subsidiaries may take the action set forth in clauses (i), (vi) and (vii)
under "--Veto Rights" above without the prior written consent of TdF. Prior to
such fifth or tenth anniversary, as applicable, so long as TdF is Qualified,
no action by the Company or any subsidiary, other than, in the case of clauses
(iii) and (iv) under "--Veto Rights" above, may be taken without the prior
written consent of TdF other than an action which, to TdF's knowledge (after
having made all reasonable inquiries in the circumstances of appropriate
management of the members of the TdF Group), is not proposed to be entered
into by any member of the TdF Group in competition with, or to the exclusion
of, the Company or any subsidiary of the Company. In addition, no member of
the TdF Group may enter into any transaction falling within a Permitted
Business Line that TdF vetoed within six months after the relevant Veto.

Anti-dilution

Except in certain circumstances described below, as long as TdF remains
Qualified, the Company will not issue, sell or transfer any equity securities
to any person (other than in connection with the Offering but only to the
extent that the percentage ownership interest of the TdF Group is not thereby
reduced to less than 20%) unless TdF is offered in writing the right to
purchase, at the same cash price and on the same other terms proposed, an
amount of such equity securities as is necessary for the TdF Group to maintain
its percentage ownership in the Company.

The anti-dilutive right set forth above does not apply in a number of
circumstances, including without limitation, the grant or exercise of certain
options to purchase Common Stock to employees, directors or consultants of the
Company and the issuance of shares of Common Stock issuable upon conversion
of, or in respect of dividends on, the Preferred Stock, or upon exercise of
the Senior Preferred Warrants.

Standstill

Subject to certain exceptions and the time limitations described under "--
Time Limitations" below, no member of the TdF Group will, without the prior
written consent of the Board: (a) acquire, offer to acquire, or agree to
acquire, by purchase, gift or otherwise, the beneficial ownership of any
voting securities of the Company if the ownership interest of the TdF Group
(the "TdF Group Interest") upon the consummation thereof would be greater than
the Relevant Percentage; (b) publicly propose that TdF or any member of the
TdF Group enter into, directly or indirectly, any Business Combination
involving the Company or propose to purchase, directly or indirectly, a
material portion of the assets of the Company or any subsidiary of the
Company, or make any such proposal privately (other than any such proposal
with respect to CTSH and its assets) if it would reasonably be expected to
require the Company to make a public announcement regarding such proposal; (c)
make, or in any way participate in, directly or indirectly, any "solicitation"
of "proxies" (as such terms are used in Regulation 14A promulgated under the
Exchange Act) to vote or consent with respect to any voting securities of the
Company in opposition to the recommendation of a Special Majority Vote of the
Board or become a "participant" in any "election contest" (as such terms are
defined or used in Rule 14a-11 under the Exchange Act) in opposition to the
recommendation of a Special Majority Vote of the Board; (d) act in concert
with any person for the purposes prohibited by subparagraph (a) or (b) above;
(e) except in accordance with the terms of the Stockholders Agreement, seek
election to or seek to place a representative on the Board or seek the removal
of any member of the Board; (f) (i) solicit, seek to effect, negotiate with or
provide nonpublic information to any other person with respect to or (ii)
otherwise make any public announcement or proposal whatsoever with respect to,
any form of business combination (with any person) involving a change of
control of the Company or the acquisition of a substantial portion of the
voting securities and/or equity securities or assets of the Company or any
subsidiary of the Company, including a merger, consolidation, tender offer,
exchange offer or liquidation of the Company assets, or any restructuring,
recapitalization or similar transaction with respect to the Company or any
subsidiary of the Company; or (g) publicly disclose any intention, plan or
arrangement, or provide advice or assistance to any person, inconsistent with
the foregoing.

Transfer Restrictions

Subject to certain time limitations described under "--Time Limitations"
below, TdF is subject to certain transfer restrictions on its voting
securities of the Company, including without limitation, an underwritten
public offering, a sale pursuant to Rule 144(e) and Rule 144(f) under the
Securities Act and sales upon five business days' prior notice to the Company,
pursuant to the terms of any tender or exchange offer for voting securities of
the Company made pursuant to the applicable provisions of the Exchange Act or
pursuant to any business combination. If TdF or any member of the TdF Group
desires to transfer to any person 5% or more of the voting securities of the
Company, the Company will have the right to purchase all, or any part in
excess of such 5%, of the voting securities of the Company for cash at the
price at which they are to be transferred.

Voting

Whenever TdF has the right to vote any voting securities of the Company and
any person has initiated, proposed or otherwise solicited stockholders of the
Company in a "proxy-contest" or with respect to any proposal for the election
of any member to the Board, which in either case, the Board has recommended
(by a Special Majority Vote) to receive a negative vote, TdF will be present
and vote or consent with respect to all voting securities of the Company
beneficially owned by it in the manner recommended by a Special Majority Vote
of the Board or, if so requested by a Special Majority Vote of the Board, vote
or cause to be voted all voting securities of the Company beneficially owned
by it in the same proportion as the votes cast by or on behalf of the other
holders of voting securities of the Company.

Time Limitations

The standstill, transfer restriction and voting provisions described above
will cease to apply after the fifth anniversary of the consummation of the
Exchange or the earlier of: (i) any person (other than Berkshire Fund III, A
Limited Partnership, Berkshire Investors LLC and Berkshire Fund IV, Limited
Partnership, their affiliates and their respective partners or members (the
"Berkshire Group")) who holds, in person or as a group, less than the amount
permitted to be held by the Berkshire Group without such person constituting
an "Acquiring Person" under the Rights Plan), beneficially owns or controls
15% of the voting securities and/or 15% of the outstanding equity securities
(other than certain issuances of preferred stock) of the Company without a
standstill agreement (which includes customary standstill provisions and terms
no more favorable than those to which TdF is subject under the Governance
Agreement) being entered into between the Company and such person; (ii) a
business combination or other change in control of the Company has occurred or
has been agreed to or acquiesced in by the Board or the consummation of (A)
any bona fide unsolicited written offer by any person to acquire voting
securities and/or equity securities of the Company, which, if consummated, or
any acquisition by any person of any such securities which, when consummated,
results in such person beneficially owning, directly or indirectly, more than
the Relevant Percentage of the voting securities and/or equity securities of
the Company (an "Unsolicited Offer") or (B) a bona fide unsolicited written
offer to acquire a percentage of the equity securities of the Company which,
if it were to be consummated or otherwise allowed to occur without the consent
or approval of the BBC would or might result in the BBC having the right to
terminate the BBC Analog Contract or the BBC Digital Contract (a "Special
Business Combination"); (iii) TdF is no longer Qualified; (iv) no voting
security of the Company is publicly traded; or (v) the Company has redeemed
the Rights under the Rights Plan.

In addition, the standstill and voting provisions described above will be
suspended during any period from the date of the commencement by any person
(other than TdF or any member of the TdF Group) of an Unsolicited Offer or a
Special Business Combination to the date of closing, abandonment or
termination of all such Offers and will thereafter be reinstated as in effect
prior to the commencement of any such Unsolicited Offer or Special Business
Combination.

CTSH Option

TdF will have the right to exercise the CTSH Option (as defined below) if
TdF is Qualified and (i) the Board has approved a Business Combination by a
Special Majority Vote, TdF thereafter vetoes such Business Combination and,
subsequent to the exercise of the Veto by TdF, a majority of the entire Board
(excluding the two TdF Designees) resolves to override such Veto by TdF; (ii)
an Unsolicited Offer by any person (other than any member of the TdF Group)
has commenced or occurred; or (iii) a Special Business Combination has been
commenced by any person (other than any member of the TdF Group). The CTSH
Option is exersisable irrevocably by notice in writing given to the Company
within five days following agreement between the parties as to, or receipt of
notice of the determination of, the fair market value per share of the CTSH
Shares and certain warrants to purchase CTSH Shares (the "CTSH Warrants")
(assuming the payment of the exercise price of such Warrants) (the "CTSH Per
Share Value"). Upon exercise, TdF will have the option (the "CTSH Option") to
(x) acquire for cash by itself or together with any other person, all, but not
less than all, the CTSH Shares beneficially owned by the Company (the "Company
CTSH Shares") at such CTSH Per Share Value, (y) sell for cash to the Company
the CTSH Shares beneficially owned by TdF (the "TdF CTSH Shares") and the CTSH
Warrants beneficially owned by TdF (the "TdF CTSH Warrants") at such CTSH Per
Share Value or (z) maintain the TdF CTSH Shares and the TdF CTSH Warrants
without regard to the event giving rise to the CTSH Option.

In the case of an Unsolicited Offer or a Special Business Combination, if
TdF has elected to exercise the CTSH Option pursuant to clause (x) of the
first paragraph under "--CTSH Option" and the satisfaction or waiver of
certain specified conditions to such CTSH Option has not been obtained under
certain conditions, TdF will have the option to declare the exercise of the
CTSH Option pursuant to such clause (x) to be null and void and to exercise
the CTSH Option pursuant to either clause (y) or clause (z) of the first
paragraph under "--CTSH Option" in lieu thereof.

If the Business Combination is not consummated (or an Unsolicited Offer or
Special Business Combination is abandoned or terminated) by reason primarily
of the exercise by TdF of the CTSH Option pursuant to clause (x) above, then
the Company may nevertheless require TdF to proceed with the purchase (the
"Required Purchase") of the Company CTSH Shares at the CTSH Per Share Value,
subject to the satisfaction or waiver of certain specified conditions and the
non-occurrence prior to the closing of the Required Purchase of (i) any event
or development of a state of circumstances or facts which has had or is
reasonably likely to have, individually or in the aggregate, a material
adverse effect on CTSH and its subsidiaries taken as a whole or (ii)(A) a
suspension of trading in the Company's Common Stock by the Commission or
Nasdaq or the establishment of limited or minimum prices in trading of
securities generally on the New York Stock Exchange, Inc., or Nasdaq or (B)
banking moratoriums having been declared either by Federal or New York State
authorities. If TdF exercises the CTSH Option pursuant to clause (x) in the
first paragraph of this section, TdF may pay all or any part of the purchase
price therefor by surrendering to the Company on the closing of such exercise
shares of Class A Common Stock (which will be valued at the offer price per
share of Common Stock pursuant to the Business Combination, Unsolicited Offer,
or Special Business Combination, as applicable, giving rise to the CTSH
Option).

Immediately prior to the consummation of any Business Combination,
Unsolicited Offer or Special Business Combination, TdF will have the right to
require the Company to purchase one-half of the shares of Class A Common Stock
held by the TdF Group, as applicable, for cash in an amount equal to the
product of (x) the offer price per share of Common Stock pursuant to the
Business Combination, Unsolicited Offer or Special Business Combination, as
applicable, and (y) one-half of the number of such shares of Class A Common
Stock held by the TdF Group.

Put and Call Rights

TdF Put Right. From the date of the Governance Agreement and continuing
until the second anniversary of the consummation of the Exchange, TdF will
have the right in its sole discretion (the "TdF Put Right"), upon the delivery
of a notice (the "TdF Put Notice") by TdF to the Company, to require the
Company, subject to the satisfaction of certain specified conditions (A),
subject to proviso (B) in "--Put and Call Limitations" below, to purchase all,
but not less than all (except for one CTSH Ordinary Share), of the TdF CTSH
Shares beneficially owned by the TdF Group in exchange for that number of
shares of Class A Common Stock which is equal to the product of (x) the
Exchange Ratio and (y) the number of all (but one CTSH Ordinary Share) of such
TdF CTSH Shares (the "TdF Put Shares") and (B) to issue in exchange for the
TdF CTSH Warrants (i) the warrants for Company Stock issued to TdF upon
exercise of the TdF Put Right (the "TdF CCIC Warrants") for a number of shares
of Class A Common Stock which is equal to the product of (x) the Exchange
Ratio and (y) the number of TdF CTSH Shares represented by the TdF CTSH
Warrants and (ii) 100,000 shares of Class A Common Stock (as adjusted from
time to time in accordance with the Share Exchange Agreement).

Company Call Right. On the second anniversary of the consummation of the
Exchange (or, if an Unsolicited Offer or Special Business Combination is
outstanding on such date, such date as is five days following the termination
or abandonment of such Unsolicited Offer or Special Business Combination)
unless (i) the closing of the TdF Put Right has previously been consummated,
(ii) the weighted average price per share of Common Stock over the five
trading days immediately preceding the second anniversary of the date of the
consummation of the Exchange (the "Common Stock Call Price") is less than or
equal to $60 (as adjusted for any stock split, stock dividend, rights
offering, recapitalization, reclassification or other similar transaction), or
(iii) a Business Combination has been consummated, or an Unsolicited Offer or
a Special Business Combination is outstanding or has been consummated and TdF
has exercised the CTSH Option pursuant to clause (x) of the first paragraph in
CTSH Option section above, the Company will have the right in its sole
discretion (the "Company Call Right"), upon the delivery of a notice (the
"Company Call Notice") by the Company to TdF on such date, to require, subject
to the satisfaction of certain specified conditions, subject to proviso (B) in
"--Put and Call Limitations" below, TdF to transfer and deliver to the Company
all, but not less than all (except for one CTSH Ordinary Share), of the TdF
CTSH Shares beneficially owned by the TdF Group in exchange for the TdF Put
Shares, the TdF CCIC Warrants and 100,000 shares of Class A Common Stock (as
adjusted from time to time in accordance with the provisions contained in the
Share Exchange Agreement).

Put and Call Limitations. Subject to certain conditions, the closing of the
Company Call Right or the TdF Put Right, as the case may be, shall take place
on the tenth business day after the date on which TdF received the Company
Call Notice or the TdF Put Notice, as the case may be. Notwithstanding the
foregoing, if (A) (i) a legal prohibition prevents consummation of the Company
Call Right or the TdF Put Right, as the case may be, and TdF uses its
reasonable best efforts to remove any such legal prohibition, TdF will be
deemed to be Qualified for purposes of the Governance Agreement for the lesser
of (x) the first anniversary of the date of the Company Call Notice or the TdF
Put Notice, as the case may be, and (y) the closing of the Company Call Right
or the TdF Put Right, as the case may be, or (ii) the BBC has not approved the
exercise of the Company Call Right or the TdF Put Right, as the case may be,
or has approved the Company Call Right or the TdF Put Right, as the case may
be, subject to conditions which are reasonably deemed by the Company or TdF to
be onerous and TdF uses its reasonable best efforts to obtain such BBC
approval and to permit the Company to consummate the Company Call Right or the
TdF Put Right, as the case may be, TdF will be deemed to be Qualified for
purposes of the Governance Agreement for so long as (x) TdF continues to
exercise its reasonable best efforts to obtain such removal or approval and
(y) the TdF Consolidated Group Interest is not less than 10.5%; or (B) if the
BBC does not approve the exercise of the Company Call Right or the TdF Put
Right in whole, as the case may be, or has approved the Company Call Right or
the TdF Put Right in whole subject to conditions that are reasonably deemed by
the Company or TdF to be onerous, the Company shall be permitted to consummate
the Company Call Right or the TdF Put Right in respect of so many of the TdF
CTSH Shares and TdF CTSH Warrants as do not require the consent of the BBC,
and TdF shall be deemed to be Qualified for purposes of the Governance
Agreement for so long as (x) TdF continues to exercise its reasonable best
efforts to obtain such removal or approval and (y) the TdF Consolidated Group
Interest is not less than 10.5%.

Stockholders Agreement

Concurrently with the consummation of the Offering, the Company will enter
into the Stockholders Agreement (the "Stockholders Agreement") with certain
stockholders of the Company (the "Stockholders") to provide for the certain
rights and obligations of the Company and the Stockholders with respect to the
governance of the Company and the Stockholders' shares of Common Stock or
Class A Common Stock, as the case may be, following the consummation of the
Exchange.

General Restrictions On Transfers

Each Stockholder agreed that it will not, directly or indirectly, sell or
otherwise transfer any shares of Common Stock (and Class A Common Stock in the
case of TdF and DFI) (the "Shares") held by such Stockholder to any of its
affiliates or permitted transferees, unless, prior to the consummation of any
such sale or transfer, the affiliate or permitted transferee executes the
Stockholders Agreement and makes certain specified representations and
warranties regarding its ability to execute the Stockholders Agreement.

Subject to certain exceptions, if a sale or transfer of Shares is made by a
Stockholder to a third party, such Shares will immediately cease to be subject
to the Stockholders Agreement.

Governance

Board of Directors. The Board will consist of 12 members.

Board Representation. (i) So long as TdF is Qualified, TdF will have the
right to appoint two directors pursuant to the terms of the Class A Common
Stock set forth in the charter (the "TdF Designees"); provided, however, that
if TdF is not Qualified, such members of the TdF Group shall, so long as the
ownership interest of the TdF Group is at least 5.0%, have the right to
appoint a director pursuant to the terms of such Class A Common Stock (the
"TdF Designee"); (ii) so long as the ownership interest of Robert A. Crown,
Barbara Crown and their permitted transferees (the "Crown Parties"), exceeds
the members of the Crown Group holding in the aggregate a majority of the
aggregate number of Shares held of record by the Crown Group will have the
right to designate one nominee for election as a director (the "Crown
Designee"); (iii) so long as the Ted B.

Miller, Jr. and his permitted transferees (the "Initial Stockholder Group")
maintains an ownership interest, the members of the Initial Stockholder Group
holding in the aggregate a majority of the aggregate number of Shares held of
record by the Initial Stockholder Group will have the right to designate one
nominee for election as a director (the "Initial Stockholder Designee"); (iv)
the Chief Executive Officer of the Company will have the right to designate
one nominee for election as a director (the "CEO Designee"); (v) so long as
the ownership interest of Centennial Fund IV, L.P., Centennial Fund V, L.P.,
Centennial Entrepreneurs Fund V, L.P., their affiliates and respective
partners (the "Centennial Group") is at least 5.0%, members of the Centennial
Group holding in the aggregate a majority of the aggregate number of Shares
held of record by the Centennial Group will have the right to designate one
nominee for election as a director (the "Centennial Designee"); (vi) so long
as the ownership interest of the Berkshire Group is at least 5.0%, the members
of the Berkshire Group holding in the aggregate a majority of the aggregate
number of Shares held of record by the Berkshire Group will have the right to
designate one nominee for election as a director (the "Berkshire Designee");
(vii) so long as the ownership interest of Nassau Capital Partners II, L.P.,
NAS Partners I, L.L.C., their affiliates and their respective partners (the
"Nassau Group") is not less than the ownership interest of the Nassau Group
immediately following the closing of the Offering, the members of the Nassau
Group holding in the aggregate a majority of the aggregate number of Shares
held of record by the Nassau Group will have the right to designate one
nominee for election as a director (the "Nassau Designee"); and (viii) all
directors other than the Designees ("General Directors") will be nominated in
accordance with the charter and by-laws.

Solicitation and Voting of Shares. With respect to each meeting of
stockholders of the Company at which directors are to be elected, the Company
will use its best efforts to solicit from the stockholders of the Company
eligible to vote in the election of directors proxies in favor of the nominees
selected in accordance with the provisions of the Stockholders Agreement
(including without limitation the inclusion of each director nominee in
management's slate of nominees and in the proxy statement prepared by
management of the Company in respect of each annual meeting, vote or action by
written consent).

Each Stockholder will vote or act by written consent with respect to (or
cause to be voted or acted upon by written consent) (i) all Shares held of
record or beneficially owned by such Stockholder at the time of such vote or
action by written consent and (ii) all Shares as to which such Stockholder at
the time of such vote or action by written consent has voting control, in each
case (A) in favor of the election of the persons nominated pursuant to the
provisions described in "--Board Representation" above to serve on the Board
and (B) against the election of any other person nominated to be a director.

Committees of the Board. Each of the Nominating and Corporate Governance
Committee and the Executive Committee will contain, so long as TdF is
Qualified, at least one TdF Designee.

Registration Rights

Subject to certain exceptions, limitations and the suspension of such rights
by the Company under certain conditions, the Stockholders have been granted
certain piggy-back registration rights, demand registration rights, S-3
registration rights and tag-along rights with respect to their shares of
Common Stock.

Tag-Along Rights. Subject to certain exceptions, including without
limitation in the case of the Offering, any registered sale of securities
under the Securities Act or any other sales of securities on the market, if at
any time Stockholders holding at least 2% of the voting securities of the
Company (the "Initiating Stockholder(s)") determine to sell or transfer 2% or
more of the voting securities then issuable or outstanding in one or a series
of bona fide arm's-length transactions to a third party who is not an
affiliate of any of the Initiating Stockholders, Stockholders may have the
opportunity and the right to sell to the purchasers in such proposed transfer
(upon the same terms and conditions as the Initiating Stockholders) up to that
number of Shares owned by such Stockholder equaling the product of (i) a
fraction, the numerator of which is the number of Shares owned by such
Stockholder as of the date of such proposed transfer and the denominator of
which is the aggregate number of Shares owned by the Initiating Stockholders
and by all Stockholders exercising tag-along rights multiplied by (ii) the
number of securities to be offered.

Certain Definitions

"Business Combination" shall mean any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), of all or substantially all of the assets of the Company and
its Subsidiaries, taken as whole, to any person or (ii) any transaction
(including, without limitation, any merger or consolidation) the consummation
of which would result in any person (other than any person which becomes a
holding company of the Company, all shares in which (other than shares not
exceeding the Relevant Percentage) are held by the same persons as were
stockholders in the Company prior to such person becoming a holding company of
the Company) becoming, directly or indirectly, the beneficial owner of more
than 50% of the Voting Securities and/or Equity Securities (other than
Customary Preferred Stock) of the Company (measured in the case of Voting
Securities by Voting Power rather than number of shares).

"Consolidated Cash Flow" shall mean, with respect to any person for any
period, the consolidated net income of such person for such period plus (i)
provision for taxes based on income or profits of such person and its
Subsidiaries for such period, to the extent that such provision for taxes was
included in computing such consolidated net income, plus (ii) consolidated
interest expense of such person and its Subsidiaries for such period, whether
paid or accrued and whether or not capitalized (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with capital lease
obligations, imputed interest with respect to attributable Indebtedness,
commissions, discounts and other fees and charges incurred in respect of
letters of credit or bankers acceptance financings, and net payments (if any)
pursuant to hedging obligations), to the extent that any such expense was
deducted in computing such consolidated net income, plus (iii) depreciation,
amortization (including amortization of goodwill and other intangibles and
other non-cash expenses (excluding any such non-cash expense to the extent
that it represents an accrual of or reserve for cash expenses in any future
period) of such person and its Subsidiaries for such period to the extent that
such depreciation, amortization and other non-cash expenses were deducted in
computing such consolidated net income, minus (iv) non-cash items increasing
such consolidated net income for such period (excluding any items that were
accrued in the ordinary course of business), in each case on a consolidated
basis and determined in accordance with U.S. generally accepted accounting
principles.

"Debt to Adjusted Consolidated Cash Flow Ratio" shall mean, as of any date
of determination, the ratio of (a) the Indebtedness of the Company as of such
date to (b) the sum of (1) the Consolidated Cash Flow of the Company for the
four most recent full fiscal quarters ending immediately prior to such date
for which internal financial statements are available, less the Company's
Tower Cash Flow for such four-quarter period, plus (2) the product of four
times the Company's Tower Cash Flow for the most recent quarterly period (such
sum being referred to as "Adjusted Consolidated Cash Flow"), in each case
determined on a pro forma basis after giving effect to all acquisitions or
dispositions of assets made by the Company and its Subsidiaries from the
beginning of such four-quarter period through and including such date of
determination (including any related financing transactions) as if such
acquisitions and dispositions had occurred at the beginning of such four-
quarter period. For purposes of making the computation referred to above, (i)
acquisitions that have been made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related
financing transactions, during the reference period or subsequent to such
reference period and on or prior to the calculation date shall be deemed to
have occurred on the first day of the reference period and Consolidated Cash
Flow for such reference period shall be calculated, and (ii) the Consolidated
Cash Flow attributable to discontinued operations, as determined in accordance
with U.S. generally accepted accounting principles, and operations or
businesses disposed of prior to the calculation date, shall be excluded.

"Indebtedness" shall mean all obligations, without duplication, (including
without limitation hedging obligations), contingent and otherwise, which
should, in accordance with U.S. generally accepted accounting principles
consistently applied, be classified upon the obligor's consolidated balance
sheet as liabilities, including, without limitation, liabilities secured by
any mortgage on property owned or acquired subject to such mortgage, and also
including, without limitation, (i) all guaranties, endorsements and other
contingent obligations, in respect of Indebtedness of others, whether or not
the same are or should be so reflected in the

said balance sheet, except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of
business, (ii) a preferred share which is mandatorily redeemable for cash or
exchangeable for debt securities and (iii) the present value of any lease
payments due under leases required to be capitalized in accordance with
applicable Statements of Financial Accounting Standards, determined in
accordance with applicable Statements of Financial Accounting Standards;
provided that the foregoing shall not include any such obligations with
respect to trade payables under 90 days old.

"Permitted Business Line" shall mean (i) the ownership, operation or
management (for third party owners or otherwise) of terrestrial wireless
communication (including without limitation voice, data and video)
infrastructure (including equipment and facilities principally related
thereto) and (ii) the provision of infrastructure services principally
relating thereto, including but not limited to network transmission and
services (it being understood for the avoidance of doubt that the transmission
of radio and television broadcasting shall be within the foregoing
definition).

"Permitted Indebtedness" shall mean any of the following items of
Indebtedness of the Company or any of its Subsidiaries: (i) any Indebtedness
under the Senior Credit Facility up to an aggregate principal amount of $100.0
million outstanding at any one time; (ii) Indebtedness represented by the 10
5/8% Senior Discount Notes due 2007 of the Company; (iii) Indebtedness under
the CTSH Credit Agreement up to an aggregate principal amount of (Pounds)85.0
million outstanding at any one time; or (iv) Indebtedness represented by the
9% Guaranteed Bonds due 2007 of CTSH.

"permitted transferee" of any person shall mean (a) if the transferor is a
natural person, (i) in the case of the death of such person, such person's
executors, administrators, testamentary trustees, heirs, devisees and
legatees, (ii) such person's current or future spouse, parents, siblings or
descendants or such parents', siblings' or descendants' spouses (each a
"Family Member"), (iii) any trust for the benefit of any Family Member and
(iv) any charitable organization described in Section 501(c)(3) of the Code
and any charitable income or lead trust for which, under the Code and
regulations thereunder and Internal Revenue Service interpretations thereof,
an income, gift or estate tax charitable deduction is available to the grantor
of the trust, (b) whether or not the transferor is a natural person, a
corporation or corporations and a partnership or partnerships (or other entity
for collective investment, such as a fund or a limited liability company)
which at the date of transfer are directly or indirectly controlled by,
controlling or under common control with such person and the officers,
employees, general partners and limited partners of such person, and (c) if
the transferor, whether or not a natural person, itself received the
transferred interest as a permitted transferee as to the original transferor,
a permitted transferee of such person is any person, whether or not a natural
person, who would be a permitted transferee under subparagraph (a) or (b)
above, as to the original transferor; provided that any such transferee shall
agree in writing with the Company and the other parties to the Stockholders
Agreement to be bound by all of the provisions of the Stockholders Agreement
to the same extent as if such transferee were the individual.

TdF will be "Qualified" for purposes of the Governance Agreement if (i)
during the period from the date of the consummation of the Exchange to (and
including) the second anniversary of such date, (A) the TdF Consolidated Group
Interest is not at any time less than 10.5%, (B) a Business Combination has
not at any time been consummated and (C) there has not occurred a TdF Change
of Control and (ii) following the occurrence of such second anniversary
without any loss of Qualification by TdF under clauses (i)(A), (B) or (C)
preceding, (A) the TdF Put Right has been exercised by TdF on or prior to the
second anniversary of the Closing, or the Company Call Right has been
exercised by the Company on such second anniversary, (B) the TdF Group
Interest is not at any time less than 10.5%, (C) a Business Combination has
not at any time been consummated and (D) there has not occurred a TdF Change
of Control. Notwithstanding the foregoing, TdF shall also be deemed to be
Qualified for purposes of the Governance Agreement in certain circumstances
relating to exercise of the TdF Put Right and the Company Call Right.

"Special Majority Vote of the Board" shall mean approval by two-thirds of
the entire Board (it being understood that in the event that two-thirds shall
not be a whole number then the number shall be rounded up to the next integral
number); provided, however, that one existing independent director (other than
the independent

director initially appointed by TdF pursuant to the Stockholders Agreement) is
replaced and that at such time as five independent directors shall have been
duly elected and shall have qualified and shall be present, in person or by
proxy, and voting, such two-thirds number shall be rounded down to the next
integral number.

"Strategic Alliance" shall mean any merger, consolidation, joint venture,
cooperative agreement or arrangement or co-ownership with, or investment by or
in any person. Strategic Alliance shall not, however, include any purchase,
lease or disposition for cash to or from any such person of all but not part
of certain of the assets (other than securities or other interests in any
person) of such person. If such Strategic Alliance also constitutes a Business
Combination, such Strategic Alliance shall be deemed to be only a Business
Combination for all purposes of the Governance Agreement.

"TdF Change of Control" shall occur if (i) TdF S.A. does not own, directly
or indirectly, at least 30% of TdF, and any other person owns, directly or
indirectly, 30% or more of TdF or (ii) (x) France Telecom does not own,
directly or indirectly, at least 30% of TdF S.A., and any other person owns,
directly or indirectly, 30% or more of TdF S.A. and (y) such other person
conducts a core business in the Company's Permitted Business Line in a
geographic area in which the Company conducts more than de-minimis business in
its Permitted Business Line at the time of the occurrence of the circumstances
described in the preceding clause (x).

"TdF Consolidated Group Interest" means the percentage of voting power that
is controlled directly or indirectly by the TdF Group or would be controlled
directly or indirectly by the TdF Group on the exercise of the TdF Put Right
(assuming the exercise of the TdF CTSH Warrants).

"Total Enterprise Value" of any person shall mean, as of any date of
determination, the sum (without duplication) of (i) the Total Equity Market
Capitalization of such person and (ii) the Indebtedness of such person.

"Total Equity Market Capitalization" of any person shall mean, as of any day
of determination, the sum of (i) the product of (A) the aggregate number of
outstanding shares of Equity Securities of such person on such day (which
shall include any options or warrants on, or securities convertible or
exchangeable into, shares of Equity Securities of such person) multiplied by
(B) the average closing price of such common stock listed on the New York
Stock Exchange, the American Stock Exchange or Nasdaq over the 20 consecutive
Business Days immediately preceding such day, plus (ii) the liquidation value
of any outstanding shares of preferred stock of such Person on such day, which
preferred stock does not constitute Indebtedness for purposes of the
Governance Agreement.

"Tower Cash Flow" means the Consolidated Cash Flow of the Company and its
subsidiaries that is directly attributable to site rental revenue or license
fees paid to lease or sublease space on communications sites owned or leased
by the Company, excluding revenue or expenses attributable to non-site rental
services provided by the Company or its subsidiaries to lessees of
communications sites or revenues derived from the sale of assets.

CTSH Shareholders' Agreement

Concurrently with the consummation of the Offering, CCIC, TdF and CTSH will
enter into a Shareholders' Agreement to govern the relationship between CCIC
and TdF as shareholders of CTSH (the "CTSH Shareholders' Agreement").

Corporate Governance. The CTSH Shareholders' Agreement establishes that the
Board of CTSH will be comprised of six directors, of which CCIC and TdF will
each have the right to appoint and remove two directors with the remaining two
directors to be mutually agreed upon by the Company and TdF. Immediately
following consummation of the Offering, the Board will consist of Ted B.
Miller, Jr., who will serve as Chairman of the Board, Charles C. Green III,
Michel Azibert, Michel Combes, George Reese and Alan Rees. CCIC has the right
to nominate the chairman, chief executive officer, chief operating officer and
chief financial officer of CTSH, subject to approval by a special majority of
the Board of CCIC.

The affirmative vote of a majority of the Board, including a director
nominated by CCIC and a director nominated by TdF, is necessary for the
adoption of a resolution. Further, the prior written consent of each of

100

CCIC and TdF, in their capacities as shareholders, is required for the
following actions, among others, significant acquisitions and dispositions;
issuances of new shares; entry into transactions with shareholders, except
pursuant to the CTI Operating Agreement; entry into new lines of business;
capital expenditures outside the budget; entry into joint venture
arrangements; payment of dividends, except for (i) dividends payable in
respect of CTSH's redeemable preferred shares and (ii) dividends permitted by
CTSH's financing facilities; and establishing a public market for CTSH shares.
Similar governance arrangements also apply to CTSH's subsidiaries.

If either CCIC or TdF vetoes a transaction (either at Board or shareholder
level), the other shareholder is entitled to pursue that transaction in its
own right and for its own account.

Transfer Provisions. Subject to certain exceptions, neither CCIC nor TdF may
transfer any interest in shares held in CTSH to a third party. Transfers of
shares to affiliated companies are permitted, subject to certain conditions.
No shares may be transferred if such transfer would (a) entitle the BBC to
terminate either of the BBC contracts, (b) subject CTSH to possible revocation
of its licenses under the Telecommunications Act 1984 or the Wireless
Telegraphy Acts 1949, 1968 and 1998 or (c) cause CCIC or TdF to be in breach
of the Commitment Agreement between the Company, TdF, TdF S.A. and the BBC
(under which the Company and TdF have agreed to maintain certain minimum
ownership levels in CTSH for a period of five years). See "Business--U.K.
Operations--Significant Contracts--BBC Commitment Agreement".

In addition, shares may be sold to a third party, subject to a right of
first refusal by the other party, after the later of (a) the second
anniversary of the closing of the Roll-up, and (b) the expiration of the
period for the exercise of the TdF Put Right (as defined) or the Company Call
Right (as defined). If CCIC purchases TdF's shares pursuant to such right of
first refusal, it may elect (instead of paying the consideration in cash) to
discharge the consideration by issuing its Common Stock at a discount of 15%
to its market value. If the right of first refusal is not exercised, the
selling shareholder must procure an offer on the same terms for the shares
held by the other party. If the Company elects to issue Common Stock to TdF
pursuant to the right of first refusal, TdF will be entitled to certain demand
registration rights and tag along rights.

TdF Put Right. TdF has the right to put its shares of CTSH to CCIC for cash
(the "TdF Put Right") if there is a change of control of CCIC. Such right is
exercisable if (a) TdF has not exchanged its shares pursuant to the Governance
Agreement by the second anniversary of the closing of the Roll-Up, or (b)
prior to the second anniversary of the closing of the Roll-Up, if TdF has
ceased to be Qualified for the purposes of the Governance Agreement.

The consideration payable on the exercise of the TdF Put Right will be an
amount agreed between CCIC and TdF or, in the absence of agreement, the fair
market value as determined by an independent appraiser.

TdF Exit Right. TdF also has the right after the earlier of (a) the second
anniversary of the closing of the Roll-Up, or (b) TdF ceasing to be Qualified
for purposes of the Governance Agreement, to require CCIC, upon at least six
months' notice, to purchase all, but not less than all, of the shares it
beneficially owns in CTSH (the "TdF Exit Right").

The consideration to be paid to TdF, and the manner in which it is
calculated, upon exercise of the TdF Exit Right is substantially the same as
described upon exercise of the TdF Put Right.

CCIC is entitled to discharge the consideration payable on the exercise of
the TdF Exit Right either in cash or by issuing Common Stock to TdF at a
discount of 15% to its market value. If CCIC elects to issue Common Stock to
TdF on the exercise of the TdF Exit Right, TdF will be entitled to certain
demand registration rights and tag-along rights.

CCIC Deadlock Right. CCIC has the right to call TdF's shares of CTSH,
subject to certain procedural requirements, for cash if, after the third
anniversary of the closing of the Roll-Up, TdF refuses on three occasions
during any consecutive six-month period to agree to the undertaking by CTSH of
certain types of transactions (including acquisitions and disposals) that
would fall within the normal course of CTSH's business (the "CCIC

101

Deadlock Right"). The consideration due on the exercise of the CCIC Deadlock
Right is payable in cash, the fair market value of the TdF interest to be
determined in the same manner described above upon exercise of the TdF Put or
Exit Rights.

CCIC Shotgun Right. Provided that TdF has not, pursuant to the Governance
Agreement, exchanged its share ownership in CTSH for shares of CCIC, CCIC may
(a) by notice expiring the fifth anniversary of the closing of the Roll-Up, or
(b) at any time within 45 days of CCIC becoming aware of a TdF Change of
Control (as defined in the Governance Agreement) offer to purchase TdF's
shares in CTSH. TdF is required to either sell its shares or agree to purchase
CCIC's shares in CTSH at the same price contained in CCIC's offer for TdF's
shares of CTSH.

The consummation of any transfer of shares between CCIC and TdF pursuant to
any of the transfer provisions described above is subject to the fulfillment
of certain conditions precedent, including obtaining the consent of the BBC
and all necessary governmental and regulatory consents.

Termination. The Shareholders' Agreement terminates if either CCIC or TdF
ceases to be qualified. CCIC remains qualified on the condition that it holds
at least 10% of the share capital of CTSH.

CTI Services Agreement

On February 28, 1997, CTI and Telediffusion de France S.A., the parent
company of TdF and DFI ("TdF S.A.") entered into a Services Agreement (the
"CTI Services Agreement") pursuant to which TdF S.A. agreed to provide certain
consulting services to CTI in consideration for an annual fee of
(Pounds)400,000 ($670,000) and reimbursement for reasonable out-of-pocket
expenses. TdF S.A. has agreed to, among other things, provide the services of
ten executives or engineers to CTI and to provide a benchmarking review of
CTI. In addition, TdF S.A. has agreed to provide additional services relating
to research, development and professional training on terms (including as to
price) to be determined.

The CTI Services Agreement has a minimum term of three years (which is
expected to be extended for a minimum of four additional years), terminable on
12-month's prior notice given by CTI to TdF, on the condition that CTI's Board
of Directors determine that the services provided by TdF are not required or
value enhancing.

The CTI Services Agreement is currently being renegotiated. The Company
expects that CTI will enter into a new agreement with TdF on substantially the
same terms as the CTI Services Agreement, with certain modifications such as
the fee structure.

CTI Operating Agreement

The following summary of the terms of the CTI Operating Agreement is subject
to the negotiation of definitive documentation, although the Company expects
such agreement to have the general terms described herein. Under the CTI
Operating Agreement (the "CTI Operating Agreement"), the Company is permitted
to develop business opportunities relating to terrestrial wireless
communications (including the transmission of radio and television
broadcasting) anywhere in the world except the United Kingdom. CTI is
permitted to develop such business opportunities solely in the United Kingdom.
The Company and TdF also intend to establish, pursuant to the CTI Operating
Agreement, a joint venture to develop digital terrestrial transmission
services in the United States. See "Business--U.S. Operations--Network
Services--Broadcast Site Rental and Services".

The CTI Operating Agreement also establishes a framework for the provision
of business support and technical services to the Company and its subsidiaries
(other than CTI) in connection with the development of any international
business by the Company. TdF shall have the right, if called upon to do so by
the Company or CTSH, to provide all or part of such services to the Company
and it subsidiaries (other than CTI) in connection with the provision of
broadcast transmission services.

102

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to persons
who are expected to serve as directors or executive officers and other key
personnel of the Company upon consummation of the Offering:

NAME AGE POSITIONS WITH THE COMPANY
---- --- --------------------------

Ted B. Miller, Jr.................... 46 Chief Executive Officer and Vice
Chairman of the Board of Directors
David L. Ivy......................... 51 President and Director
Charles C. Green, III................ 51 Executive Vice President and Chief
Financial Officer
John L. Gwyn......................... 50 Executive Vice President
Wesley D. Cunningham................. 38 Vice President, Corporate Controller
and
Chief Accounting Officer
Alan Rees............................ 55 Chief Operating Officer and Director
of CTSH
George E. Reese...................... 47 Chief Financial Officer, Secretary and
Director of CTSH
Michel Azibert....................... 42 Director
Bruno Chetaille...................... 44 Director
Robert A. Crown...................... 43 Director
Carl Ferenbach....................... 56 Chairman of the Board of Directors
Randall A. Hack...................... 50 Director
Edward C. Hutcheson, Jr.............. 52 Director
J. Landis Martin..................... 52 Director
Robert F. McKenzie................... 54 Director
William A. Murphy.................... 30 Director
Jeffrey H. Schutz.................... 46 Director

Pursuant to the Certificate of Incorporation and By-laws of the Company, the
Board of Directors, other than those directors who may be elected by holders
of any series of Preferred Stock or holders of the Class A Common Stock, will
be classified into three classes of directors, denoted as Class I, Class II
and Class III. Messrs. Ferenbach, Schutz and McKenzie will be Class I
directors. Messrs. Crown, Murphy and Ivy will be Class II directors, and
Messrs. Hack, Hutcheson, Martin and Miller will be Class III directors. The
terms of Class I, Class II and Class III directors expire at the annual
meetings of stockholders to be held in 1999, 2000 and 2001 respectively. See
"Description of Capital Stock--Certificate of Incorporation and Bylaws--
Classified Board of Directors and Related Provisions". Messrs. Azibert and
Chetaille are expected to be elected to the Board of Directors by the holders
of the Class A Common Stock upon consummation of the Roll-Up and the Offering.

TED B. MILLER, JR. has been the Chief Executive Officer since November 1996,
Vice Chairman of the Board of Directors since August 1997 and a director of
the Company since 1995. Mr. Miller co-founded CTC in 1994. He was the
President of the Company and CTC from November 1996 to August 1997. Since
February 1997, Mr. Miller has been the Managing Director, Chief Executive
Officer and a director of CTI. Mr. Miller is a founding member of InterComp
Technologies, L.C., a company providing payroll tax services in the former
Soviet Union, and has served on its Board of Managers since 1994. In 1986, Mr.
Miller founded Interstate Realty Corporation ("Interstate"), a real estate
brokerage and consulting company, and has been its President and Chief
Executive Officer since inception. Mr. Miller is a director of VISI and a
director and/or an officer of each wholly owned subsidiary of the Company.

DAVID L. IVY has been the President of the Company since August 1997, and
was elected as a director of the Company in June 1997. From October 1996 to
August 1997, he served as Executive Vice President and Chief Financial Officer
of the Company and is a director of CTI. Since 1995, he has been the President
of DLI, Inc., a real estate consulting company. From 1993 to 1995, Mr. Ivy was
a senior executive with, and later the President

103

and Chief Operating Officer of, J.E. Robert Companies, where he managed a
joint venture with Goldman, Sachs & Co. that was established to acquire
distressed assets from financial institutions. From 1987 to 1993, Mr. Ivy
served as Chairman of the Board of Directors of Interstate. Mr. Ivy is a
director of each wholly owned subsidiary of the Company.

CHARLES C. GREEN, III has been an Executive Vice President and Chief
Financial Officer of the Company since September 1997. Mr. Green was the
President and Chief Operating Officer of Torch Energy Advisors Incorporated
("Torch"), a major energy asset management and outsourcing company, from 1993
to 1995, and Vice Chairman of the Board of Directors and Chief Investment
Officer from 1995 to 1996. From 1992 to September 1997, he was an officer, and
later the Executive Vice President and Chief Financial Officer, of Bellwether
Exploration Company, an oil and gas exploration and production company and an
affiliate of Torch. From 1982 to 1992, Mr. Green was President, Chief
Operating Officer and Chief Financial Officer of Treptow Development Company,
a real estate development company. Mr. Green currently serves on the Board of
Directors of Teletouch Communications, Inc. He has been a Chartered Financial
Analyst since 1974. Mr. Green is a director and/or officer of each wholly
owned subsidiary of the Company.

JOHN L. GWYN has been an Executive Vice President of the Company since
August 1997. From February to August 1997, Mr. Gwyn served as Senior Vice
President of the Company and CTC. From 1994 to February 1997, Mr. Gwyn was a
Vice President and Director of Commercial Real Estate Asset Management of
Archon Group, L.P., a real estate asset management company and a wholly owned
subsidiary of Goldman, Sachs & Co. From 1989 to 1993, he was a Senior Vice
President of The Robert C. Wilson Company, a mortgage banking company. Mr.
Gwyn is a director of VISI.

WESLEY D. CUNNINGHAM has been a Vice President and Chief Accounting Officer
of the Company since April 1998. He has been the Corporate Controller of the
Company since February 1997. Mr. Cunningham was the Assistant Corporate
Controller of Drilex International Inc., an oilfield services company, from
1996 to January 1997. From 1990 to 1996, he was the Manager of Financial
Reporting of Maxxam Inc., an aluminum, forest products and real estate
company. He has been a Certified Public Accountant since 1984. Mr. Cunningham
is an officer of each wholly owned subsidiary of the Company.

ALAN REES has been the Chief Operating Officer of CTSH and each of its
wholly owned subsidiaries since February 1997. He was elected as a director of
CTSH and each of its wholly owned subsidiaries in May 1997. From 1994 to 1997,
Mr. Rees served as the General Manager of Transmission for the broadcast
transmission division of the BBC.

GEORGE E. REESE has been the Chief Financial Officer and Secretary of CTSH
and each of its wholly owned subsidiaries since February 1997. He was elected
as a director of CTSH and each of its wholly owned subsidiaries in May 1997.
Since April 1995, Mr. Reese has served as President of Tatinvest, Inc. and as
a principal with Tatinvest, L.L.C., affiliates of Reese Ventures, Inc., an
international investment consulting firm which he established in 1995. From
1972 to 1995, Mr. Reese was employed by Ernst & Young, L.L.P. where he was
named Partner In Charge of the Houston office's energy department and was
appointed Managing Partner of the firm's operations in the former Soviet
Union. Mr. Reese was a founder of the Council on Foreign Investment in Russia
and was a founding member of the American Chamber of Commerce in Russia.

MICHEL AZIBERT is expected to be elected as a director of the Company upon
consummation of the Roll-Up. Mr. Azibert has been International Director of
TdF S.A. since 1989 and Chief Executive Officer of TdF since 1994. Mr. Azibert
took an active role in the preparation of the Media Law enacted in France in
1986. Pursuant to the Governance Agreement, Mr. Azibert is expected to be one
of the two directors elected by the holders of the Class A Common Stock.

BRUNO CHETAILLE is expected to be elected as a director of the Company upon
consummation of the Roll-Up. Mr. Chetaille has been Chairman and Chief
Executive Officer of TdF since 1992. Prior to 1992, Mr. Chetaille was a
technical advisor to the President of the French Republic for four years.
Pursuant to the Governance Agreement, Mr. Chetaille is expected to be one of
the two directors elected by the holders of the Class A Common Stock.

104

ROBERT A. CROWN founded the Crown Business in 1980 and has been the
President and Chief Operating Officer since its inception. Mr. Crown is the
Chief Executive Officer of Crown Communication and was elected as a director
of the Company in August 1997. Mr. Crown has been responsible for the initial
construction in Pittsburgh of the Cellular One system, as well as a
substantial portion of the Bell Atlantic Mobile system in Pittsburgh. He also
negotiated one of the first complete end-to-end build-outs for Nextel for the
Pittsburgh MTA. Pursuant to the Stockholders Agreement, Mr. Crown was the
nominee of the Crowns for election as a director of the Company. Mr. Crown is
a director and officer of CCI and each of its wholly owned subsidiaries.

CARL FERENBACH was elected as the Chairman of the Board of Directors of the
Company in April 1997. Since its founding in 1986, Mr. Ferenbach has been a
Managing Director of Berkshire, a private equity investment firm that manages
four investment funds with approximately $750.0 million of capital. Mr.
Ferenbach is also the Chairman of the Board of Directors of CTI, and currently
serves on the Board of Directors of Wisconsin Central Transportation
Corporation, Tranz Rail Limited, English, Welsh & Scottish Railway Limited,
Australian Transport Network Limited and U.S. Can Corporation. Pursuant to the
Stockholders Agreement, Mr. Ferenbach was the nominee of Berkshire Partners
Group (as defined) for election as a director of the Company.

RANDALL A. HACK was elected as a director of the Company in February 1997.
Since January 1995, Mr. Hack has been a member of Nassau Capital L.L.C., an
investment management firm. From 1990 to 1994, he was the President and Chief
Executive Officer of Princeton University Investment Company, which manages
the endowment for Princeton University. Mr. Hack also serves on the Board of
Directors of several private companies. Pursuant to the Stockholders
Agreement, Mr. Hack was the nominee of Nassau Group for election as a director
of the Company.

EDWARD C. HUTCHESON, JR. has been a director of the Company since 1995, was
the Chief Executive Officer of the Company from its inception to October 1996
and was the Chairman of the Board of Directors of the Company from its
inception to March 1997. Mr. Hutcheson co-founded CTC in 1994. Since 1997, Mr.
Hutcheson has been a principal with HWG Capital, an affiliate of the Houston
investment banking firm of Harris Webb & Garrison. During 1994, he was
involved in private investment activities leading to the creation of the
Company. From 1990 to 1993, he was the President, Chief Operating Officer and
a director of Baroid Corporation ("Baroid"), a company engaged the petroleum
services business. Mr. Hutcheson also serves on the Board of Directors of
Trico Marine Services and Titanium Metals Corporation ("Timet").

J. LANDIS MARTIN was elected as a director of the Company in 1995. Mr.
Martin has been Chairman of Timet since 1987 and Chief Executive Officer of
Timet since January 1995. Mr. Martin has served as President and Chief
Executive Officer of NL Industries, Inc. ("NL"), a manufacturer of specialty
chemicals, since 1987 and as a director of NL since 1986. Mr. Martin has
served as Chairman of Tremont Corporation ("Tremont") since 1990 and as Chief
Executive Officer and a director of Tremont since 1988, a holding company
which primarily owns stock in Timet and NL. From 1990 until its acquisition by
Dresser Industries, Inc. ("Dresser") in 1994, Mr. Martin served as Chairman of
the Board and Chief Executive Officer of Baroid. In addition to Tremont and
NL, Mr. Martin is a director of Dresser, which is engaged in the petroleum
services, hydrocarbon processing and engineering industries, and Apartment
Investment Management Corporation, a real estate investment trust.

ROBERT F. MCKENZIE was elected as a director of the Company in 1996. From
1990 to 1994, Mr. McKenzie was the Chief Operating Officer and a director of
OneComm, Inc., a mobile communications provider that he helped found in 1990.
From 1980 to 1990, he held general management positions with Northern Telecom,
Inc. and was responsible for the marketing and support of its Meridian
Telephone Systems and Distributed Communications networks to businesses
throughout the western United States. Mr. McKenzie also serves on the Board of
Directors of Centennial Communications Corporation.

WILLIAM A. MURPHY is expected to be elected as a director of the Company
upon consummation of the Roll-Up. Mr. Murphy has been a Director of Mergers &
Acquisitions at Salomon Smith Barney since 1997. From 1990 to 1997, Mr. Murphy
held various positions in Mergers & Acquisitions with Salomon Smith Barney.

105

JEFFREY H. SCHUTZ was elected as a director of the Company in 1995. Mr.
Schutz has been a General Partner of Centennial Fund IV and Centennial Fund V,
each a venture capital investing fund, since 1994 and 1996, respectively. Mr.
Schutz also serves on the Board of Directors of Preferred Networks, Inc. and
several other private companies. Pursuant to the Stockholders Agreement, Mr.
Schutz was the nominee of Centennial Group for election as a director of the
Company.

BOARD COMMITTEES

The Company's Board of Directors has an Executive Committee, a Compensation
Committee, a Finance and Audit Committee and a Nominating and Corporate
Governance Committee. The Executive Committee, composed of Messrs. Azibert,
Crown, Ferenbach, Hack, Miller and Schutz, acts in lieu of the full Board in
emergencies or in cases where immediate and necessary action is required and
the full Board cannot be assembled. The Compensation Committee, composed of
Messrs. Ferenbach, Martin, McKenzie and Schutz, establishes salaries,
incentives and other forms of compensation for executive officers and
administers incentive compensation and benefit plans provided for employees.
The Finance and Audit Committee, composed of Messrs. Hack, Hutcheson McKenzie
and Murphy, reviews the Company's audit policies and oversees the engagement
of the Company's independent auditors, as well as developing financing
strategies for the Company and approving outside suppliers to implement these
strategies. The Nominating and Corporate Governance Committee, composed of
Messrs. Azibert, Hutcheson, Martin and Miller, is responsible for nominating
new Board members and for an annual review of Board performance. Pursuant to
the Governance Agreement, the holders of the Class A Common Stock have the
right to appoint at least one member to each of the Executive and Nominating
and Corporate Governance Committees.

DIRECTORS' COMPENSATION AND ARRANGEMENTS

The three outside directors of the Company receive compensation for their
service as directors ($1,000 per meeting for attendance at meetings of the
Board of Directors and each committee thereof), and all directors are
reimbursed for expenses incidental to attendance at such meetings. In
September 1997, CCIC's Board of Directors approved a fee of $150,000 per annum
to the Berkshire Group (half of which is to be paid by CTI) for general
consulting services and for the services of Mr. Ferenbach as Chairman of the
Board. In addition, Mr. McKenzie received approximately $10,000 in 1996 for
specific consulting assignments requested by the Chief Executive Officer.
Messrs. Ferenbach, Hull and Schutz are indemnified by the respective entities
which they represent on CCIC's Board of Directors.

106

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of the Company to its Chief Executive Officer and the four
other executive officers (collectively, the "named executive officers") for
each of the three years ended December 31, 1997.

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
-------------
NUMBER OF
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL OTHER
---------------------- OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#)(A) ($)
- --------------------------- ---- ---------- --------- ------------- ------------

Ted B. Miller, Jr........ 1997 $281,575 $ 626,250 125,000 $ --
Chief Executive Officer 1996 152,600 75,000 -- --
and Vice Chairman of 1995 146,154 -- 69,000 --
the Board of Directors
David L. Ivy............. 1997 200,000 300,000 50,000 --
President and Director 1996 37,500(b) -- 35,000 35,000(c)
1995 -- -- -- --
Charles C. Green, III.... 1997 75,000(d) -- 50,000 --
Executive Vice President 1996 -- -- -- --
and Chief Financial 1995 -- -- -- --
Officer
John L. Gwyn............. 1997 160,424(e) -- 45,000 --
Executive Vice President 1996 -- -- -- --
1995 -- -- -- --
Robert A. Crown.......... 1997 109,961(f) -- -- --
Director and Chief 1996 -- -- -- --
Executive Officer of 1995 -- -- -- --
Crown Communication

- --------
(a) All awards are for options to purchase the number of shares of Common
Stock indicated.
(b) Mr. Ivy began working for CCIC on October 1, 1996, at an annual salary of
$150,000.
(c) Mr. Ivy worked as a consultant to CCIC from May 1996 to September 1996
before joining the Company as an employee in October 1996.
(d) Mr. Green began working for CCIC on September 1, 1997, at an annual salary
of $225,000.
(e) Mr. Gwyn began working for CCIC on February 3, 1997, at an annual salary
of $175,000.
(f) Mr. Crown began working for the Company upon consummation of the Crown
Merger on August 15, 1997, at an annual salary of $275,000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS/ AT ASSUMED ANNUAL RATES OF
UNDERLYING SARS STOCK PRICE APPRECIATION
OPTIONS/ GRANTED TO EXERCISE FOR OPTION TERM (A)
SARS EMPLOYEES IN OR BASE EXPIRATION ---------------------------
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
---- ----------- ------------ ------------ ---------- ------------- -------------

Ted B. Miller, Jr....... 125,000 20.5% $21.00 5/31/07 $1,650,848 $4,183,574
David L. Ivy............ 50,000 8.2 21.00 5/31/07 660,339 1,673,430
Charles C. Green, III... 50,000 8.2 21.00 8/3/07 660,339 1,673,430
John L. Gwyn............ 45,000 7.4 21.00 5/31/07 594,305 1,506,087
Robert A. Crown......... -- -- -- -- -- --

- --------
(a) The potential realizable value assumes a per-share market price at the
time of the grant to be approximately equal to the exercise price with an
assumed rate of appreciation of 5% and 10%, respectively, compounded
annually for 10 years.

The following table details the December 31, 1997 year end estimated value
of each named executive officer's unexercised stock options. All unexercised
options are to purchase the number of shares of Class B Common Stock
indicated.

107

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-
OPTIONS/ MONEY OPTIONS/
SARS AT YEAR-END(#) SARS AT YEAR-END ($)
SHARES ACQUIRED VALUE EXERCISABLE (E)/ EXERCISABLE (E)/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE (U)(A) UNEXERCISABLE (U)(B)
---- --------------- ------------ ---------------------- --------------------

Ted B. Miller, Jr....... -- -- 81,500(E) $2,659,010(E)
112,500(U) 1,860,750(U)
David L. Ivy............ -- -- 13,750(E) 306,175(E)
71,250(U) 1,414,725(U)
Charles C. Green, III... -- -- -- (E) -- (E)
50,000(U) 827,000(U)
John L. Gwyn............ -- -- -- (E) -- (E)
45,000(U) 744,300(U)
Robert A. Crown......... -- -- -- (E) -- (E)
-- (U) -- (U)

- --------
(a) Fifty percent of the options to purchase Common Stock granted in 1994,
1995 and 1996 become exercisable at 10% per year from the date of grant.
The other fifty percent of the options vest upon achievement of a stated
internal rate of return.
(b) The estimated value of exercised in-the-money stock options held at the
end of 1997 assumes a per-share fair market value of $37.54 and per-share
exercise prices of $2.00, $12.00 and $21.00, as applicable.

Employment agreements and compensation arrangements for certain of the
Company's executive officers are presently being negotiated.

Stock Option Plan

The Company is in the process of determining the specific terms of revised
option arrangements.

The Company has adopted the 1995 Stock Option Plan, which was reamended on
April 1, 1998 (the "Stock Option Plan"). The purpose of the Stock Option Plan
is to advance the interests of the Company by providing additional incentives
and motivations which help the Company to attract, retain and motivate key
employees, directors and consultants. The description set forth below
summarizes the general terms of the Stock Option Plan and the options granted
pursuant to the Stock Option Plan.

Pursuant to the Stock Option Plan, the Company can grant options to purchase
up to 2,300,000 shares of Class B Common Stock. Options granted under the
Stock Option Plan are nonqualified stock options which will not qualify as
incentive stock options pursuant to Section 422 of the Code. The price at
which a share of Class B Common Stock may be purchased upon exercise of an
option granted under the Stock Option Plan will be determined by the Board of
Directors and may be less than the fair market value of the Class B Common
Stock on the date that the option is granted. The exercise price may be paid
in cash, in shares of Class B Common Stock (valued at fair market value at the
date of exercise) or by a combination of such means of payment, as may be
determined by the Board.

Key employees, directors or consultants of the Company (including its
subsidiaries and affiliates) are eligible to receive options under the Stock
Option Plan. The Stock Option Plan is administered by the Board and the Board
is authorized to interpret and construe the Stock Option Plan. Subject to the
terms of the Stock Option Plan, the Board is authorized to select the
recipients of options from among those eligible, to establish the number of
shares that may be issued under each option and to take any actions
specifically contemplated or necessary or advisable for the administration of
the Stock Option Plan.

No options may be granted under the Stock Option Plan after July 31, 2005,
which is ten years from the date the Stock Option Plan was originally adopted
and approved by the Board and stockholders of the Company. The Stock Option
Plan will remain in effect until all options granted under the Stock Option
Plan have been exercised or expired. The Board, in its discretion, may
terminate the Stock Option Plan at any time with respect

108

to any shares of Class B Common Stock for which options have not been granted.
The Stock Option Plan may be amended by the Board without the consent of the
stockholders of the Company, other than as to a material increase in benefits,
an increase in the number of shares that may be subject to options under the
Stock Option Plan or a change in the class of individuals eligible to receive
options under the Stock Option Plan. However, no change in any option
previously granted under the Stock Option Plan may be made which would impair
the rights of the holder of such option without the approval of the holder.

Pursuant to the Stock Option Plan, options are exercisable during the period
specified in each option agreement; provided, that no option is exercisable
later than ten years from the date the option is granted. Options generally
have been exercisable over a period of ten years from the grant date and
vested in equal installments over a four or five year period of service with
the Company as an employee, director or consultant. A change in control
generally accelerates the vesting of options granted to employees and some of
the options vest upon an initial public offering or the achievement of
specific business goals or objectives. An option generally must be exercised
within 12 months of a holder ceasing to be involved with the Company as an
employee, director or consultant as a result of death and within three months
if the cessation is for other reasons; however, these periods can be extended
by decision of the Board of Directors. Shares of Class B Common Stock subject
to forfeited or terminated options again become available for option awards.
The Board may, subject to certain restrictions in the Stock Option Plan,
extend or accelerate the vesting or exercisability of an option or waive
restrictions in an option agreement.

The Stock Option Plan provides that the total number of shares covered by
the Stock Option Plan, the number of shares covered by each option, and the
exercise price per share under each option will be proportionately adjusted in
the event of a recapitalization, stock split, dividend, or a similar
transaction.

No grant of any option will constitute realized taxable income to the
grantee. Upon exercise of the option, the holder will recognize ordinary
income in an amount equal to the excess of the fair market value of the stock
received over the exercise price paid therefor and the tax basis in any shares
of Class B Common Stock received pursuant to the exercise of the option will
be equal to the fair market value of the shares on the exercise date if the
exercise price is paid in cash. The Company will generally have a deduction in
parity with the amount realized by the holder. The Company has the right to
deduct and withhold applicable taxes relating to taxable income realized by
the holder upon exercise of the option and may withhold cash, shares or any
combination in order to satisfy or secure its withholding tax obligation.

As of May 31, 1998, options to purchase a total of 1,206,227 shares of Class
B Common Stock have been granted. Options for 72,625 shares of Class B Common
Stock have been exercised, options for 32,500 shares have been forfeited and
options for 1,101,102 shares remain outstanding. The outstanding options are
for (i) 69,000 shares with an exercise price of $2.00 per share, (ii) 18,750
shares with an exercise price of $6.00 per share, (iii) 10,000 shares with an
exercise price of $8.00 per share, (iv) 35,000 shares with an exercise price
of $12.00 per share, (v) 336,125 shares with an exercise price of $21.00 per
share, (vi) 4,627 shares with an exercise price of $23.80 per share, (vii)
40,000 shares with an exercise price of $30.00 per share, and (viii) 587,600
shares with exercise prices of $37.50 or $37.54 per share. The options
exercisable at $2.00 per share are fully vested and held by Ted B. Miller, Jr.
As of May 31, 1998, vested and exercisable options also include options for
(i) 7,750 shares at $6.00 per share, (ii) 2,500 shares at $8.00 per share,
(iii) 8,750 shares at $12.00 per share, (iv) 41,900 shares at $21.00 per
share, (v) 4,627 shares at $23.80 per share and (vi) 32,500 shares at $30.00
per share. Except for the 4,627 options with an exercise price of $23.80 per
share, the exercise prices for these options were equal to or in excess of the
estimated fair value of the Class B Common Stock at the dates on which the
numbers of shares and the exercise prices were determined; as such, in
accordance with the "intrinsic value based method" of accounting for stock
options, the Company did not recognize compensation cost related to the grant
of these options. The 4,627 options were issued in 1998 in exchange for
services received from nonemployees; as such, the Company will account for the
issuance of these options in 1998 based on the fair value of the services
received.

109

Upon consummation of the Roll-Up, an additional 851,751 options will have
vested (all CTI employee converted options) of which there are (i) 42,000
shares with an exercise price of $29.60 per share, (ii) 743,330 shares with an
exercise price of $11.84 per share and (iii) 66,421 shares with an exercise
price of $0.00 per share. Effectively upon consummation of the Offering, an
additional 398,350 options will vest of which there are (i) 5,000 shares with
an exercise price of $6.00 per share, (ii) 7,500 shares with an exercise price
of $8.00 per share, (iii) 26,250 shares with an exercise price of $12.00 per
share, (iv) 246,500 shares with an exercise price of $21.00 per share, (v)
7,500 shares with an exercise price of $30.00 per share and (vi) 105,600 with
an exercise price of $37.54 per share.

The Company is currently reviewing its stock option plan and other
compensation arrangements in light of its recent acquisition of the Crown
Business. The Company expects to make some changes to the Stock Option Plan,
but there are no definitive proposals at this time. The changes to the Stock
Option Plan could be material.

Employee One-Time Stock Option Grant

Around the time of the Offering, the Company expects to make a one-time
grant of stock options to non-executive, non-senior U.S. employees of the
Company who have not previously been awarded options to give those employees a
continuing proprietary interest in the success of the Company. It is
anticipated that each individual will receive options with a targeted value of
approximately one time their existing base salary.

This one-time grant is expected to consist of approximately 122,200 shares.
The exercise price of the options is expected to be $37.54. The vesting period
for these options is expected to be over a five-year period.

110

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1995 INVESTMENTS

On January 11, 1995, Ted B. Miller, Jr. and Edward C. Hutcheson, Jr.
(collectively, the "Initial Stockholders") acquired 270,000 shares of CTC
Class A Common Stock, par value $.01 per share, for $270,000. Also, on January
11, 1995, pursuant to a Securities Purchase and Loan Agreement, dated as of
January 11, 1995, among CTC, Centennial Fund IV, Berkshire Fund III, A Limited
Partnership (via Berkshire Fund III Investment Corp.), and certain trusts and
natural persons which are now members of Berkshire Investors LLC
(collectively, the "Berkshire Fund III Group") and J. Landis Martin
(collectively, the "CTC Purchasers"), CTC issued to the CTC Purchasers (i)
270,000 shares of CTC Class B Common Stock, par value $.01 per share, for
$270,000, (ii) 730,380 shares of CTC Series A Convertible Preferred Stock, par
value $.01 per share, for $4,382,280 and (iii) $3,867,720 principal amount of
CTC Convertible Secured Subordinated Notes for $3,867,720. As of February
1997, all the CTC Convertible Secured Subordinated Notes had been converted
into 644,620 shares of Company Series A Convertible Preferred Stock. The
proceeds received on January 11, 1995 were used by the Company for the
acquisition of towers and ancillary assets from PCI and for working capital.

Pursuant to a Securities Exchange Agreement (the "Securities Exchange
Agreement"), dated as of April 27, 1995, among the Company, CTC, the Initial
Stockholders and the CTC Purchasers, such parties effectively made CCIC the
holding company of CTC and converted some of the obligations of CTC into
capital stock of CCIC. Transactions pursuant to the Securities Exchange
Agreement included (i) Centennial Fund IV transferring 208,334 shares of CTC
Series A Convertible Preferred Stock to Berkshire Fund III Group in exchange
for $1,250,004 principal amount of CTC Convertible Secured Subordinated Notes,
(ii) Berkshire Fund III Group and J. Landis Martin converting all remaining
CTC Convertible Secured Subordinated Notes held by them ($742,452 principal
amount) into 123,742 shares of CTC Series A Convertible Preferred Stock, (iii)
all the outstanding shares of capital stock of CTC being exchanged for similar
stock of CCIC and (iv) the remaining CTC Convertible Secured Subordinated
Notes ($3,125,268 principal amount) becoming convertible into shares of CCIC
Series A Convertible Preferred Stock, par value $.01 per share ("Series A
Convertible Preferred Stock") (all of which notes were subsequently converted
in February 1997).

As a result of the exchange of CTC capital stock for CCIC capital stock,
each Initial Stockholder received 135,000 shares of Class A Common Stock, par
value $.01 per share, of CCIC ("Class A Common Stock"), Centennial Fund IV
received 216,000 shares of Class B Common Stock and 145,789 shares of Series A
Preferred Stock, Mr. Martin received 41,666 shares of Series A Preferred Stock
and Berkshire Fund III Group received 54,000 shares of Class B Common Stock
and 666,667 shares of Series A Preferred Stock. In July 21, 1995, Robert F.
McKenzie became a party by amendment to the Securities Exchange Agreement and
received 8,333 shares of Series A Preferred Stock.

1996 INVESTMENTS

Pursuant to a Securities Purchase Agreement, dated as of July 15, 1996,
among the Company, Berkshire Fund III Group, Centennial Fund IV, J. Landis
Martin, Edward C. Hutcheson, Jr. and Robert F. McKenzie, the Company privately
placed 864,568 shares of its Series B Convertible Preferred Stock, par value
$.01 per share ("Series B Convertible Preferred Stock"), for an aggregate
purchase price of $10,374,816. Berkshire Fund III Group paid $6,000,000 for
500,000 shares, Centennial Fund IV paid $3,724,812 for 310,401 shares, Mr.
Martin paid $500,004 for 41,667 shares, Mr. Hutcheson paid $99,996 for 8,333
shares and Mr. McKenzie paid $50,004 for 4,167 shares. The proceeds received
on July 15, 1996 were used for (i) the purchase of the towers and microwave
and SMR businesses from Motorola in Puerto Rico, (ii) an option payment
relating to the acquisition of TEA and TeleStructures and (iii) working
capital.

1997 INVESTMENTS

Pursuant to a Securities Purchase Agreement, dated as of February 14, 1997,
among the Company, Centennial Fund V and Centennial Entrepreneurs Fund V, L.P.
(collectively, the "Centennial Fund V

111

Investors"), Berkshire Fund IV, Limited Partnership (via Berkshire Fund IV
Investment Corp.), and certain trusts and natural persons which are members of
Berkshire Investors LLC (collectively, the "Berkshire Fund IV Group" and,
together with Berkshire Fund III Group, the "Berkshire Partners Group"), PNC
Venture Corp., Nassau Capital Partners II L.P. ("Nassau Capital"), NAS
Partners I L.L.C. ("NAS Partners"), Fay, Richwhite Communications Limited
("Fay Richwhite"), J. Landis Martin and Robert F. McKenzie, the Company
privately placed 3,529,832 shares of its Series C Convertible Preferred Stock,
par value $.01 per share ("Series C Convertible Preferred Stock"), for an
aggregate purchase price of $74,126,472. Centennial Fund V Investors paid
$15,464,001 for 736,381 shares, Berkshire Fund IV Group paid $21,809,991 for
1,038,571 shares, PNC Venture Corp. paid $6,300,000 for 300,000 shares, Nassau
Group paid an aggregate of $19,499,991 for 928,571 shares, Fay Richwhite paid
$9,999,990 for 476,190 shares, Mr. Martin paid $999,999 for 47,619 shares and
Mr. McKenzie paid $52,500 for 2,500 shares. The proceeds received on February
14, 1997 were used by the Company to fund a portion of its investment in CTI.

In March 1997, Edward C. Hutcheson, Jr. exercised stock options for 69,000
shares of Class B Common Stock. The Company repurchased these shares and
61,687 shares of his Class A Common Stock for $3,422,118.

In May 1997, in connection with the Company's acquisition of the stock of
TeleStructures, TEA and TeleShare, Inc. (the "TEA Companies"), the Company
issued 107,142 shares of Class B Common Stock to the shareholders of the TEA
Companies: 48,214 shares to Bruce W. Neurohr, 48,214 shares to Charles H.
Jones and 10,714 shares to Terrel W. Pugh.

In June 1997, Messrs. Miller and Ivy received special bonuses, related to
their services in structuring and negotiating the CTI Investment, including
arranging the consortium partners who participated with the Company in the CTI
transaction, of $600,000 and $300,000, respectively.

In August 1997, Robert A. Crown and Barbara Crown sold the assets of Crown
Communications to, and merged CNSI and CMSI with, subsidiaries of the Company.
As consideration for these transactions, the Crowns received a cash payment of
$25.0 million, a promissory note of the Company aggregating approximately
$75.0 million, approximately $2.3 million to pay certain taxes (part of which
amount was paid in September 1997 as a dividend to stockholders of record of
CNSI on August 14, 1997), and 1,465,000 shares of Class B Common Stock. In
addition, the Company assumed approximately $26.0 million of indebtedness of
the Crown Business. The Company repaid the Seller Note in full on October 31,
1997. Robert A. Crown and Barbara Crown are both parties to the Stockholders
Agreement and are subject to its restrictions.

Pursuant to a Securities Purchase Agreement, dated as of August 13, 1997,
among the Company, American Home Assurance Company ("AHA"), New York Life
Insurance Company ("New York Life"), The Northwestern Mutual Life Insurance
Company ("Northwestern Mutual"), PNC Venture Corp., J. Landis Martin and
affiliates of AHA, the Company privately placed of 292,995 shares of its
Senior Convertible Preferred Stock for an aggregate purchase price of
$29,299,500, together with warrants to purchase 117,198 shares of Class B
Common Stock at $37.54 per share (subject to adjustment, including weighted
average antidilution adjustments). AHA and its affiliates paid $15,099,500 for
150,995 shares and warrants to purchase 60,338 shares of Class B Common Stock.
New York Life and Northwestern Mutual each paid $6,000,000 for 60,000 shares
and warrants to purchase 24,000 shares of Class B Common Stock. PNC Venture
Corp. paid $2,000,000 for 20,000 shares and warrants to purchase 8,000 shares
of Class B Common Stock. Mr. Martin paid $200,000 for 2,000 and warrants to
purchase 800 shares of Class B Common Stock. The proceeds received on August
13, 1997 were used by the Company to fund a portion of the Crown Merger and
working capital.

Pursuant to a Securities Purchase Agreement, dated as of October 31, 1997,
among the Company, Berkshire Partners Group, Centennial Fund V Investors,
Nassau Group, Fay Richwhite, Harvard Private Capital Holdings, Inc.
("Harvard"), Prime VIII, L.P. ("Prime") and the prior purchasers of Senior
Convertible Preferred Stock (other than affiliates of AHA), an additional
364,500 shares of Senior Convertible Preferred Stock were issued for an
aggregate purchase price of $36,450,000, together with warrants to purchase
145,800 shares of Class B

112

Common Stock at $37.54 per share (subject to adjustment, including weighted
average antidilution adjustments). Berkshire Partners Group paid $3,500,000
for 35,000 shares and warrants to purchase 14,000 shares of Class B Common
Stock. Centennial V Investors paid $1,000,000 for 10,000 shares and warrants
to purchase 4,000 shares of Class B Common Stock. Nassau Group and Fay
Richwhite each paid $2,500,000 for 25,000 shares and warrants to purchase
10,000 shares of Class B Common Stock. Harvard paid $14,950,000 for 149,500
shares and warrants to purchase 59,800 shares of Class B Common Stock. Prime
paid $5,000,000 for 50,000 shares and warrants to purchase 20,000 shares of
Class B Common Stock. AHA paid $1,500,000 for 15,000 shares and warrants to
purchase 6,000 shares of Class B Common Stock. New York Life paid $300,000 for
3,000 shares and warrants to purchase 1,200 shares of Class B Common Stock.
Northwestern Mutual paid $4,000,000 for 40,000 shares and warrants to purchase
16,000 shares of Class B Common Stock. PNC Venture Corp. paid $1,000,000 for
10,000 shares and warrants to purchase 4,000 shares of Class B Common Stock.
J. Landis Martin paid $200,000 for 2,000 shares and warrants to purchase 600
shares of Class B Common Stock.

OTHER TRANSACTIONS

Robert J. Coury, a director of Crown Communication, and Crown Communication
have entered into a 15-month management consulting agreement beginning in
October 1997, with compensation set at $20,000 for the first month and $10,000
per month thereafter. In addition, pursuant to a Memorandum of Understanding
Regarding Management and Governance of CCIC and Crown Communication, dated as
of August 15, 1997, Mr. Coury received options for 15,000 shares of Class B
Common Stock. As of December 31, 1997, 7,500 of these options have vested. In
connection with the Crown Merger, Mr. Coury acted as financial advisor to the
Crowns and received a fee for such services, paid by the Crowns.

The Company leases office space in a building formerly owned by its Vice
Chairman and Chief Executive Officer. Lease payments for such office space
amounted to $130,000, $50,000 and $22,000 for the years ended December 31,
1997, 1996 and 1995, respectively. The amount of space leased increased from
6,497 square feet at $23.80 per square foot (or $154,836 in annual rent) to
19,563 square feet at $16.00 per square foot (or $313,008 in annual rent)
pursuant to a lease agreement effective November 1, 1997. The lease term is
for a period of five years with an option to terminate in the third year or to
renew at $18.40 per square foot. The lease also provides the Company a right
of first refusal on the entire fifth floor of the building. Interstate Realty
Corporation, a company owned by the Company's Vice Chairman and Chief
Executive Officer, received a commission of $62,000 in connection with this
new lease.

Crown Communication leases its equipment storage and handling facility in
Pittsburgh from Idlewood Road Property Company ("Idlewood"), a Pennsylvania
limited partnership. HFC Development Corp., a Pennsylvania corporation owned
by Mr. Crown's parents, is the general partner of Idlewood. The annual rent
for the property is $60,000.

Employment agreements and compensation arrangements for certain of the
Company's executive officers are presently being negotiated.

113

OWNERSHIP OF CAPITAL STOCK

The table below sets forth, as of May 31, 1998, after giving effect to the
Roll-Up, certain information with respect to the beneficial ownership of
Capital Stock by (i) each person who is known by the Company to be the
beneficial owner of more than 5% of any class or series of Capital Stock of
the Company and (ii) each of the directors and executive officers of the
Company and all directors and executive officers as a group. As of that date,
the Company had outstanding the following amounts: . This table also gives
effect to shares that may be acquired pursuant to options and convertible
preferred stock, as described in the footnotes below.

[To be updated for Stock Split]

SHARES SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY OF TOTAL
OWNED PRIOR NUMBER OWNED AFTER VOTING
TO THE OFFERING OF THE OFFERING POWER AFTER
----------------- SHARES ----------------- THE
EXECUTIVE OFFICERS AND DIRECTORS(A) TITLE OF CLASS NUMBER(B) PERCENT OFFERED NUMBER(B) PERCENT OFFERING(C)
- ----------------------------------- -------------------- --------- ------- ------- --------- ------- -----------

Ted B. Miller, Jr. ..... Common Stock(d) 690,225 5.5% -- 690,225
David L. Ivy............ Common Stock(e) 209,000 1.7 -- 209,000
Charles C. Green, III... Common Stock(f) 65,000 * -- 65,000
John L. Gwyn............ Common Stock(g) 19,500 * -- 19,500
Robert A. Crown(h)...... Common Stock 1,465,000 12.1
Edward C. Hutcheson(i).. Common Stock(j) 130,000 1.1 -- 130,000
J. Landis Martin(k)..... Common Stock(l) 162,845 1.3 -- 162,845
Senior Convertible
Preferred Stock 2,000 * -- 5,793
Robert F. McKenzie(m)... Common Stock(n) 39,500 * -- 39,500
Directors and Executive
Officers as a group (8
persons total)......... Common Stock(o) 2,781,070 22.7
Senior Convertible
Preferred Stock 2,000 * -- 2,000
BERKSHIRE GROUP(p) --
Berkshire Fund III, A
Limited Partnership.... Common Stock(q) 1,192,724 9.8 -- 1,192,724
Senior Convertible
Preferred Stock 8,984 2.7 -- 25,702
Berkshire Fund IV,
Limited Partnership.... Common Stock(r) 2,577,757 21.2 -- 2,577,757
Senior Convertible
Preferred Stock 7,314 2.2 -- 20,923
Berkshire Investors
LLC.................... Common Stock(s) 320,331 2.6 -- 320,331
Senior Convertible
Preferred Stock 1,203 * -- 3,440
CANDOVER GROUP(t) --
Candover Investments,
plc.................... Common Stock 507,476 4.2 -- 507,476
Candover (Trustees)
Limited................ Common Stock 51 * -- 51
Candover Partners
Limited................ Common Stock 1,758,513 14.5 -- 1,758,513
CENTENNIAL GROUP(u) --
Centennial Fund IV,
L.P. .................. Common Stock 1,193,068 9.8 -- 1,193,068
Centennial Fund V,
L.P. .................. Common Stock(v) 732,041 6.0 -- 732,041
Senior Convertible
Preferred Stock 4,850 1.5 -- 13,875
Centennial Entrepreneurs
Fund V, L.P. .......... Common Stock(w) 22,644 * -- 22,644
Senior Convertible
Preferred Stock 150 -- 429
NASSAU GROUP(x) --
Nassau Capital Partners
II, L.P.(y)............ Common Stock 968,308 8.0 -- 968,308
Senior Convertible
Preferred Stock 12,423 3.8 -- 35,539
NAS Partners I,
L.L.C.(z).............. Common Stock 6,024 * -- 6,024
Senior Convertible
Preferred Stock 78 * -- 222
Digital Future
Investments B.V.(aa)... Class A Common Stock 2,268,000 100.0 -- 2,268,000

(footnotes on following page)

114

(footnotes from preceding page)

- --------

* Less than 1%.
(a) Except as otherwise indicated, the address of each person in this table
is c/o Crown Castle International Corp., 510 Bering Drive, Suite 500,
Houston, TX 77057.
(b) In determining the number and percentage of shares beneficially owned by
each person, shares that may be acquired by such person pursuant to
options, convertible notes or convertible stock exercisable or
convertible within 60 days of the date hereof are deemed outstanding for
purposes of determining the total number of outstanding shares for such
person and are not deemed outstanding for such purpose for all other
stockholders. To the best of the Company's knowledge, except as otherwise
indicated, beneficial ownership includes sole voting and dispositive
power with respect to all shares.
(c)
(d) Includes 35,000 shares received pursuant to the Share Exchange Agreement
and 449,600 options that will be vested upon consummation of the Roll-Up
and the Offering. A trust for the benefit of Mr. Miller's children holds
19,999 shares, and a trust for the benefit of Mr. Miller and his two
brothers holds 14,000 shares after the exchange pursuant to the Share
Exchange Agreement.
(e) Includes 14,000 shares received pursuant to the Share Exchange Agreement
and 185,000 options that will be vested upon consummation of the Roll-Up
and the Offering.
(f) Represents 65,000 options that will be vested upon consummation of the
Roll-Up and the Offering.
(g) Includes 9,000 options that have vested as of May 31, 1998, and 10,000
options which vest upon consummation of the Offering.
(h) Includes 555,875 shares owned by Mr. Crown, 517,875 shares owned by his
spouse, over which she has sole voting and dispositive power, 25,000
shares that are jointly owned, and 183,125 shares owned by a grantor
retained annuity trust for Mr. Crown and 183,125 shares owned by a
grantor retained annuity trust for Ms. Crown. Mr. Crown's principal
business address is c/o Crown Communication Inc., 375 Southpointe Blvd.,
Canonsburg, PA 19317.
(i) A trust for the benefit of Mr. Hutcheson's children holds 10,000 shares.
Mr. Hutcheson's principal business address is 5599 San Felipe, Suite 301,
Houston, TX 77056.
(j) Includes 10,000 options which will be vested upon consummation of the
Roll-Up and the Offering. Includes 1,250 options that have vested as of
May 31, 1998.
(k) A trust for the benefit of Mr. Martin's children holds 6,000 shares. Mr.
Martin's principal business address is c/o Titanium Metals Corporation,
1999 Broadway, Suite 4300, Denver, CO 80202.
(l) Includes 24,500 options that will be vested upon consummation of the
Roll-Up and the Offering, and warrants for 1,600 shares of Common Stock.
(m) Mr. McKenzie's principal business address is 60 Kearney Street, Denver,
CO 80220.
(n) Includes 20,875 options that will be vested upon consummation of the
Roll-Up and the Offering.
(o) Includes 773,975 options that will be vested upon consummation of the
Roll-Up and the Offering and warrants for 1,600 shares of Common Stock.
(p) Berkshire Group has approximately % of the total voting power of Common
Stock. Carl Ferenbach, Chairman of the Board of Directors of the Company,
a director of the Company, is a Managing Director of Berkshire Fund III,
A Limited Partnership, and Berkshire Fund IV, Limited Partnership. The
principal business address of the Berkshire Partners Group is c/o
Berkshire Partners LLC, One Boston Place, Suite 3300, Boston, MA 02108-
4401.
(q) Includes warrants for 7,187 shares of Common Stock.
(r) Includes warrants for 5,851 shares of Common Stock.
(s) Includes warrants for 962 shares of Common Stock.
(t) Candover Group has approximately % of the Voting Power of Common Stock.
The principal business address of Candover Partners is 20 Old Bailey,
London EC4M 7LM, United Kingdom.
(u) Centennial Group has approximately % of the Voting Power of Common
Stock. Jeffrey Schutz, a director of the Company, is a General Partner of
Centennial Fund IV and Centennial Fund V. In addition, Messrs. Hutcheson,
Martin and McKenzie are investors in Centennial Entrepreneurs Fund V,
L.P., which is managed by CHI. Mr. Martin is also an investor in and a
director of CHI and is a limited partner in Centennial Fund IV and
Centennial Fund V. The principal business address of Centennial Group is
c/o The Centennial Funds, 1428 Fifteenth Street, Denver, CO 80202-1318.
(v) Includes warrants for 3,880 shares of Common Stock.
(w) Includes warrants for 120 shares of Common Stock.
(x) Nassau Group has approximately % of the Voting Power of Common Stock.
Randall Hack, a director of the Company, is a member of Nassau Capital
L.L.C., an affiliate of Nassau Group. The principal business address of
Nassau Capital Partners II, L.P. is 22 Chambers Street, Princeton, NJ
08542.
(y) Includes warrants for 9,938 shares of Common Stock.
(z) Includes warrants for 62 shares of Common Stock.
(aa) Digital Future Investments B.V. is an affiliate of TeleDiffusion de
France International S.A. Upon consummation of the Roll-Up, TdF will
retain ownership of shares in CTSH worth approximately 20% of the CTI
business. Pursuant to the Share Exchange Agreement and subject to certain
conditions, TdF will have the ability to roll-up its 20% stake in CTI in
exchange for the equivalent of 3,488,700 shares of Common Stock of the
Company. As of May 31, 1998, such amount would represent % of the
Voting Power of the Common Stock. Combined, TdF and DFI would have % of
the Voting Power of Common Stock. The principal business address of DFI
is c/o Telediffusion de France International S.A., 10 Rue d'Oradour sur
Glane, 75732 Paris 15 France.

115

DESCRIPTION OF CAPITAL STOCK

The following summary does not purport to be complete and is subject to the
detailed provisions of, and qualified in its entirety by reference to, the
Certificate of Incorporation, the By-laws and the Stockholders' Agreement that
will be in effect upon consummation of this Offering, forms of which have been
filed as exhibits to this Registration Statement, and to the applicable
provisions of the Delaware General Corporation Law (the "DGCL").

GENERAL

Upon consummation of the Roll-Up, the authorized capital stock of the
Company will consist of shares of Common Stock, par value $.01 per share
(the "Common Stock"), shares of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), shares of Preferred Stock, par value
$.01 per share and shares of Senior Convertible Preferred Stock, par value
$.01 per share. Upon consummation of the Roll-Up, after giving effect to the
-for-one stock split, there were shares of Common Stock outstanding.

COMMON STOCK

Voting Rights

Each share of Common Stock is entitled to one vote. The Common Stock votes
together as a single class on all matters presented for a vote of the
stockholders, except as provided under the DGCL. All the outstanding shares of
Common Stock are held by directors, executive officers, other employees and
affiliates of the Company or its subsidiaries.

Dividends

Each share of Common Stock is entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available therefor,
subject to approval of certain holders of the Senior Convertible Preferred
Stock.

Liquidation Rights

In the event of the dissolution of the Company, after satisfaction of
amounts payable to creditors and distribution to the holders of outstanding
Senior Convertible Preferred Stock, if any, of amounts to which they may be
preferentially entitled, holders of Common Stock are entitled to share ratably
in the assets available for distribution to the stockholders.

Other Provisions

There are no preemptive rights to subscribe for any additional securities
which the Company may issue, and there are no redemption provisions or sinking
fund provisions applicable to the Common Stock. All outstanding shares of
Common Stock are legally issued, fully paid and nonassessable.

CLASS A COMMON STOCK

Voting Rights

Each share of Class A Common Stock is entitled to one vote for each such
share on all matters presented to the stockholders, except with respect to the
election of directors. The holders of the shares of Class A Common Stock vote,
except as provided under the DGCL, together with the holders of the Common
Stock and any other class or series of stock of the Company accorded such
general voting rights, as a single class.

So long as TdF is Qualified, holders of shares of Class A Common Stock
voting as a separate class have the right to elect two directors to the Board
of Directors of the Company; provided, however, that if TdF is not

116

Qualified, so long as the ownership interest of the TdF Group is at least 5%,
holders of Class A Common Stock voting as a separate class have the right to
elect one director.

The holders of Class A Common Stock, subject to certain limitations
described in "The Roll-Up--Governance Agreement--Governance--Governance
Limitations", have a Veto over certain significant actions, described in
"Governance--Veto Rights", taken by the Company.

Convertibility

Each share of Class A Common Stock is convertible, at the option of its
record holder, into one share of Common Stock at any time.

In the event of any transfer of any share of Class A Common Stock to any
Person other than an Affiliate (as defined in Rule 12b-2 of the Exchange Act),
such share of Class A Common Stock automatically converts, without any further
action, into one share of Common Stock; provided, however, and subject to
certain conditions described in the Certificate of Incorporation, that a
holder of shares of Class A Common Stock may pledge such holder's shares to a
financial institution pursuant to a bona fide pledge of such shares of Class A
Common Stock as collateral security for any indebtedness or other obligation
of any Person due to the pledgee or its nominee.

Further, each share of Class A Common Stock automatically converts into one
share of Common Stock on the first date on which the ownership interest of TdF
Group is less than 5%.

Other Provisions

Pursuant to the Governance Agreement, so long as it remains Qualified, TdF
has anti-dilutive rights in connection with maintaining a certain percentage
of voting power in the Company and, accordingly, the Company may not, subject
to certain exceptions relating primarily to compensation of directors and
employees, issue, sell or transfer additional securities (except for the
Offering) unless TdF is offered the right to purchase, at the same price, an
amount such that it would maintain such percentage of voting power in the
Company. All outstanding shares of Class A Common Stock are legally issued,
fully paid and nonassessable.

PREFERRED STOCK

Pursuant to the Certificate of Incorporation, the Company may issue up to
shares of Preferred Stock in one or more series. The Board of Directors
has the authority, without any vote or action by the stockholders (other than
any rights of TdF under the Governance Agreement), to create one or more
series of Preferred Stock up to the limited of the Company's authorized but
unissued shares of Preferred Stock and to fix the designations, preferences,
rights, qualifications, limitations and restrictions thereof, including the
voting rights, dividend rights, dividend rate, conversion rights, terms of
redemption (including sinking fund provisions), redemption price or prices,
liquidation preferences and the number of shares constituting any series. Upon
completion of the Offering, there will be no shares of Preferred Stock
outstanding other than 50% of the Senior Convertible Preferred Stock currently
outstanding. See "Risk Factors--Anti-Takeover Provisions".

SENIOR CONVERTIBLE PREFERRED STOCK

Voting Rights

The Senior Convertible Preferred Stock is entitled to vote together with all
classes and series of capital stock except as provided under the DGCL. Each
share of Senior Convertible Preferred Stock entitles the holder thereof to
such number of votes per share as equals the number of shares of Common Stock
into which each share of Senior Convertible Preferred Stock is then
convertible.

Dividends

Subject to the terms of the Indenture, the holders of the Senior Convertible
Preferred Stock are entitled to receive dividends at a compound rate of 12.5%
per share per annum based upon (i) $ per share (subject to adjustment) and
(ii) accrued unpaid cumulative dividends. Such dividends accrued will be
cumulative until paid, and if any such accrued cumulative dividends are not
declared and paid, the deficiency will first be paid in full before any
dividend or other distribution is paid or declared with respect to the
Company's capital stock now or hereinafter outstanding. Further, any such
dividend not paid in cash within five days of the annual dividend date shall
be paid only in the form of Senior Convertible Preferred Stock.

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Convertibility

Each share of Senior Convertible Preferred Stock plus accrued unpaid
dividends may be converted at the holder's option into shares of Common Stock.
The conversion ratio equals $ per share (subject to adjustment) of Senior
Convertible Preferred Stock plus accrued unpaid dividends divided by $37.54
(subject to adjustment in the case of stock dividends, stock splits,
reorganizations, reclassifications or similar events affecting the Common
Stock).

Rank

The Senior Convertible Preferred Stock ranks, with respect to dividend
rights and rights on liquidation, senior to the Common Stock and the Class A
Common Stock.

Liquidation Rights

In the event of the dissolution, liquidation or winding up of the affairs of
the Company, after satisfaction of amounts payable to creditors, holders of
shares of Senior Convertible Preferred Stock are entitled to receive
distributions in an amount equal to the greater of (i) $ per share (subject
to adjustment), plus, in the case of each share, accrued unpaid cumulative
dividends thereon and such additional incremental amount sufficient to produce
an annualized cumulative internal rate of return of 18% based upon $ per
share (subject to adjustment), or (ii) such amount per share that such holders
would have received if such shares had been converted into shares of Common
Stock immediately prior to the dissolution, liquidation or winding up of the
affairs of the Company, in preference to any payment to holders of all other
capital stock of the Company.

Other Provisions

There are no preemptive rights to subscribe for any additional securities
which the Company may issue, and there are no sinking fund provisions
applicable to the Senior Convertible Preferred Stock, nor is the Senior
Convertible Preferred Stock subject to assessments by the Company.

SENIOR PREFERRED WARRANTS

In connection with the offering of the Senior Convertible Preferred Stock in
August 1997 and October 1997, the Company issued warrants to purchase an
aggregate of 262,998 shares of Common Stock at a price of $37.54 per share,
provided that the price per share shall be reduced to 85% of the price per
share to the public if the Company consummates an initial registered public
offering of Common Stock with a priced below $ per share. The exercise
price is subject to weighted average antidilution protection on terms similar
to the Senior Preferred Stock conversion price. These warrants are exercisable
at any time prior to August 16, 2007, in the case of the warrants issued in
August 1997 and October 31, 2007, in the case of the warrants issued in
October 1997.

CERTIFICATE OF INCORPORATION AND BY-LAWS

Stockholders' rights and related matters are governed by the DGCL, the
Certificate of Incorporation and the By-laws. Certain provisions of the
Certificate of Incorporation and By-laws, which are summarized below, may have
the effect, either alone or in combination with each other, of discouraging or
making more difficult a tender offer or takeover attempt that is opposed by
the Company's Board of Directors but that a stockholder might consider to be
in its best interest. Such provisions may also adversely affect prevailing
market prices for the Common Stock. The Company believes that such provisions
are necessary to enable the Company to develop its business in a manner that
will foster its long-term growth without disruption caused by the threat of a
takeover not deemed by the Board of Directors to be in the best interests of
the Company and its stockholders.

Classified Board of Directors and Related Provisions

The Certificate of Incorporation provides that the directors of the Company,
other than those directors who may be elected by holders of any series of
Preferred Stock or holders of the Class A Common Stock, initially are to be
divided into three classes of directors, initially consisting of three, three
and four directors. One class of directors, initially consisting of three
directors, will be elected for a term expiring at the annual meeting of

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shareholders to be held in 1999, another class initially consisting of three
directors will be elected for a term expiring at the annual meeting of
stockholders to be held in 2000, and another class initially consisting of
four directors shall be initially elected for a term expiring at the annual
meeting of stockholders in 2001. The classified board provisions will prevent
a party who acquires control of a majority of the outstanding Voting Stock of
the Company from obtaining control of the Board of Directors until the second
annual stockholders meeting following the date such party obtains the
controlling interest. The provisions of the Certificate of Incorporation
relating to the classified nature of the Company's Board of Directors may not
be amended without the affirmative vote of the holders of at least 80% of the
voting power of the Company's outstanding Voting Stock. "Voting Stock" is
defined in the Certificate of Incorporation as the outstanding shares of
capital stock of the Company entitled to vote in a general vote of
stockholders of the Corporation as a single class with shares of Common Stock
of the Company, which shares of capital stock include the shares of Class A
Common Stock.

No Stockholder Action by Written Consent; Special Meeting

The Certificate of Incorporation prohibits stockholders (other than holders
of Class A Common Stock with respect to matters upon which such holders are
entitled to vote as a separate class) from taking action by written consent in
lieu of an annual or special meeting and, thus, stockholders may only take
action at an annual or special meeting called in accordance with the By-laws.
The By-laws provide that special meetings of stockholders may only be called
by the Secretary of the Company at the direction of the Board of Directors
pursuant to a resolution adopted by the Board.

These provisions could have the effect of delaying consideration of a
stockholder proposal until the next annual meeting. The provisions would also
prevent the holders of a majority of the voting power of the capital stock of
the Company entitled to vote from unilaterally using the written consent
procedure to take stockholder action.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations

The By-laws establish advance notice procedures with regard to stockholder
proposals and the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors. These procedures
provide that the notice of stockholder proposals and stockholder nominations
for the election of directors at an annual meeting must be in writing and
received by the Secretary no less than 90 days nor more than 120 days prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that with respect to the annual meeting to be held in 1999, the
anniversary date shall be deemed to be , 1999; provided further that in
the event that the date of the annual meeting is advanced by more than 30
days, or delayed by more than 90 days, from such anniversary date, notice by
the stockholder to be timely must be delivered not earlier than the 120th day
prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following
the day on which public disclosure of the date of the annual meeting was made.
The notice of nominations for the election of directors must set forth certain
information with respect to the stockholder giving the notice and with respect
to each nominee.

By requiring advance notice of nominations by stockholders, the foregoing
procedures will afford the Board of Directors an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about such
qualifications. By requiring advance notice of other proposed business, such
procedures will provide the Board of Directors with an opportunity to inform
stockholders, prior to such meetings, of any business proposed to be conducted
at such meetings, together with any recommendations as to the Board of
Directors' position regarding action to be taken with respect to such
business, so that stockholders can better decide whether to attend such a
meeting or to grant a proxy regarding the disposition of any such business.

Dilution

The Certificate of Incorporation provides that the Board of Directors is
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights

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entitling the holders to purchase from the Company shares of stock or other
securities of the Company or any of other corporation, recognizing that, under
certain circumstances, the creation and issuance of such rights could have the
effect of discouraging third parties from seeking, or impairing their right to
seek, to acquire a significant portion of the outstanding securities of the
Company, to engage in any transaction which might result in a change of
control of the corporation or to enter into any agreement, arrangement or
understanding with another party to accomplish the foregoing or for the
purpose of acquiring, holding, voting or disposing of any securities of the
Company.

Indemnification

The Certificate of Incorporation and By-laws provide that the Company shall
indemnify each director or officer of the Company to the fullest extent
permitted by law.

Amendments

The Certificate of Incorporation and By-laws provide that the Company may at
any time and from time to time, amend, alter, change or repeal any provision
contained in the Certificate of Incorporation or a Preferred Stock
designation; provided, however, the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding Voting Stock, voting
together as a single class, is required to amend, repeal or adopt any
provision inconsistent with certain provisions of the Certificate of
Incorporation, including the provisions referred to above relating to the
classification of the Board of Directors, prohibiting stockholder action by
written consent, and prohibiting the calling of special meetings by
stockholders.

The By-laws may be amended by either the holders of 80% of the voting power
of the Voting Stock or by the majority of the Board; provided that the Board
may alter, amend or repeal or adopt new By-laws in conflict with certain
provisions thereof by a two-thirds vote of the entire Board.

RIGHTS PLAN

Rights

The Board of Directors of the Company has declared a dividend of one right
(the "Rights") for each outstanding share of Common Stock and each outstanding
share of Class A Common Stock. The Rights will be issued to the holders of
record of Common Stock and Class A Common Stock outstanding on the date of the
consummation of the Offering (the "Issuance Date"), and with respect to Common
Stock and Class A Common Stock issued thereafter until the Distribution Date
(as defined below), and, in certain circumstances, with respect to Common
Stock and Class A Common Stock issued after the Distribution Date. Each Right,
when it becomes exercisable as described below, will entitle the registered
holder to purchase from the Company one one-thousandth (1/1000th) of a share
of Series A Participating Cumulative Preferred Stock (the "Preferred Shares")
at a price of $ per (1/1000th) of a share, subject to adjustment in certain
circumstances (the "Purchase Price"). The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and the Rights Agent named therein. The Rights will not be exercisable
until the Distribution Date and will expire on the tenth annual anniversary of
the Rights Agreement (the "Expiration Date"), unless earlier redeemed by the
Company. Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends with respect to the Rights or the
Preferred Shares relating thereto.

Distribution Date

Under the Rights Agreement, the Distribution Date is the earlier of (i) such
time as the Company learns that a person or group (including any affiliate or
associate of such person or group) has acquired, or has obtained the right to
acquire, beneficial ownership of more than 15% of the outstanding voting
securities of the Company (such person or group being an "Acquiring Person"),
subject to the exceptions relating to the TDF Group and

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the Berkshire Group described in the paragraph below, unless provisions
preventing accidental triggering of the distribution of the Rights apply, and
(ii) the close of business on such date, if any, as may be designated by the
Board of Directors following the commencement of, or first public disclosure
of an intent to commence, a tender or exchange offer for more that 15% or more
of the outstanding shares of Voting Securities.

Each member of the TdF Group will not otherwise be considered an Acquiring
Person if (a) during the first five years following the adoption of the Rights
Agreement, the aggregate ownership interest of the TdF Group does not exceed
25% (or 30% if the Board so elects) of the outstanding Voting Securities or
(b) thereafter, the aggregate ownership interest of the TdF Group does not
exceed the lesser of (i) 25% or 30%, as applicable, of the Voting Securities
then outstanding and (ii) the greater of (x) the aggregate interest of the TdF
Group as of the fifth anniversary of the Rights Agreement and (y) 15% of the
then outstanding Voting Securities. Each member of the Berkshire Group will
not otherwise be deemed an Acquiring Person if the aggregate interest of the
Berkshire Group does not exceed the greater of (a) % of the outstanding
Voting Securities, reduced by an amount equal to any disposition of Voting
Securities following the date the Rights Agreement is executed and (b) 15% of
the outstanding Voting Securities.

Triggering Event and Effect of Triggering Event

At such time as there is an Acquiring Person, the Rights will entitle each
holder (other than such Acquiring Person) of a Right to purchase, at the
Purchase Price, that number of one-thousandths (1/1000ths) of a Preferred
Share equivalent to the number of shares of Common Stock that at the time of
such event would have a market value of twice the Purchase Price.

In the event the Company is acquired in a merger or other business
combination by an Acquiring Person or an affiliate or associate of an
Acquiring Person that is a publicly traded corporation or 50% or more of the
Company's assets or assets representing 50% or more of the Company's revenues
or cash flow are sold, leased, exchanged or otherwise transferred (in one or
more transactions) to an Acquiring Person or an affiliate or associate of an
Acquiring Person, each Right will entitle its holder (other than Rights
beneficially owned by such Acquiring Person or its affiliates or associates)
to purchase, for the Purchase Price, that number of common shares of such
corporation which at the time of the transaction would have a market value or,
in certain circumstances, book value of twice the Purchase Price. In the event
the Company is acquired in a merger or other business combination by an
Acquiring Person or an affiliate or associate of an Acquiring Person that is
not a publicly traded entity or 50% or more of the Company's assets or assets
representing 50% or more of the Company's revenues or cash flow are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to an
Acquiring Person or affiliate or associate of an Acquiring Person that is not
a publicly traded entity, each right will entitle its holder (subject to the
next paragraph) to purchase, for the Purchase Price, at such holder's option,
(i) that number of shares of the surviving corporation in the transaction with
such entity (which surviving corporation could be the Company) which at the
time of the transaction would have a book value of twice the Purchase Price,
(ii) that number of shares of such entity which at the time of the transaction
would have a book value of twice the Purchase Price or (iii) if such entity
has an affiliate which has publicly traded common shares, that number of
common shares of such affiliate which at the time of the transaction would
have market value of twice the Purchase Price.

Any Rights that are at any time beneficially owned by an Acquiring Person
(or any affiliate or associate of an Acquiring Person) will be null and void
and nontransferable and any holder of any such right (including any purported
transferee or subsequent holder) will be unable to exercise or transfer any
such Right.

Redemption

At any time prior to the earlier of (i) such time as a person or group
becomes an Acquiring Person and (ii) the Expiration Date, the Board of
Directors may redeem the Rights in whole, but not in part, at a price (in cash
or Common Stock or other securities of the Company deemed by the Board of
Directors to be at least equivalent in value) of $.01 per Right (which amount
shall be subject to adjustment as provided in the Rights Agreement)

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(the "Redemption Price"). Immediately upon the action of the Board of
Directors ordering the redemption of the Rights, and without any further
action and without any notice, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

In addition, at any time after there is an Acquiring Person, the Board of
Directors may elect to exchange each Right for consideration per Right
consisting of one-half of the securities that would be issuable at such time
upon exercise of one Right pursuant to the terms of the Rights Agreement.

Amendment

At any time prior to the Distribution Date, the Company may, without the
approval of any holder of any Rights, supplement or amend any provision of the
Rights Agreement (including, without limitation, the date on which the
Expiration Date or Distribution Date shall occur, the definition of Acquiring
Person, the time during which the Rights may be redeemed or the terms of the
Preferred Shares), except that no supplement or amendment shall be made which
reduces the Redemption Price (other than pursuant to certain adjustments
therein).

Certain Effects of the Rights Plan

The Rights plan is designed to protect stockholders of the Company in the
event of unsolicited offers to acquire the Company and other coercive takeover
tactics which, in the opinion of the Board of Directors, could impair its
ability to represent stockholder interests. The provisions of the Rights Plan
may render an unsolicited takeover of the Company more difficult or less
likely to occur or might prevent such a takeover, even though such takeover
may offer the Company's stockholders the opportunity to sell their stock at a
price above the prevailing market rate and may be favored by a majority of the
stockholders of the Company.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder", which is defined as a person who,
together with any affiliates and/or associates of such person, beneficially
owns, directly or indirectly, 15% or more of the outstanding voting shares of
a Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other
dispositions of assets having an aggregate value of 10% or more of the
consolidated assets of the corporation, and certain transactions that would
increase the interested stockholder's proportionate share ownership in the
corporation) between an interested stockholder and a corporation for a period
of three years after the date the interested stockholder acquired its stock,
unless: (i) the business combination is approved by the corporation's Board of
Directors prior to the date the interested stockholder acquired shares; (ii)
the interested stockholder acquired at least 85% of the voting stock of the
corporation in the transaction in which it became an interested stockholder;
or (iii) the business combination is approved by a majority of the Board of
Directors and by the affirmative vote of two-thirds of the outstanding voting
stock owned by disinterested stockholders at an annual or special meeting. A
Delaware corporation, pursuant to a provision in its certificate of
incorporation or by-laws, may elect not to be governed by Section 203 of the
DGCL. The Certificate of Incorporation does not exclude the Company from the
restrictions imposed by Section 203 of the DGCL and, as a result, the company
will be subject to its provisions upon consummation of the Offering.

Under certain circumstances, Section 203 of the DGCL makes it more difficult
for a person who could be an "interested stockholder" to effect various
business combinations with a corporation for a three-year period, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. The Certificate of Incorporation of the Company does not exclude
the Company from the restrictions imposed under Section 203 of the DGCL. It is
anticipated that the provisions of Section 203 of the DGCL may encourage
companies interested in acquiring the Company to negotiate in advance with the
Board of Directors, since the stockholder approval requirement would be
avoided if a majority of the directors then in office approves, prior

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to the date on which a stockholder becomes an interested stockholder, either
the business combination or the transaction which results in the stockholder
becoming an interested stockholder.

LIMITATIONS OF DIRECTORS' LIABILITY

The Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability: (1)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (2) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the DGCL, or (4) for any transaction from which the director derived an
improper personal benefit. The effect of these provisions will be to eliminate
the rights of the Company and its stockholders (through stockholders'
derivatives suits on behalf of the Company) to recover monetary damages
against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent behavior), except in the situations
described above. These provisions will not limit the liability of directors
under federal securities laws and will not affect the availability of
equitable remedies such as an injunction or rescission based upon a director's
breach of his duty of care.

TRANSFER AGENT

The Transfer Agent and Registrar for the Common Stock is .

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DESCRIPTION OF CERTAIN INDEBTEDNESS

SENIOR CREDIT FACILITY

Pursuant to the Amended and Restated Loan Agreement dated as of June ,
1998, two wholly owned subsidiaries of CCIC, CCI and Crown Castle
International Corp. de Puerto Rico ("CCIC(PR)") (collectively, the
"Borrowers"), have entered into the Senior Credit Facility with a group of
banks and other financial institutions led by Key Corporate Capital Inc.
("KeyCorp") and PNC Bank, National Association, as arrangers and agents. The
following summary of certain provisions of the Senior Credit Facility does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the provisions of the Senior Credit Facility.

The Senior Credit Facility provides for revolving credit loans in an
aggregate principal amount not to exceed $100.0 million, for working capital
needs, acquisitions and general corporate purposes. The Senior Credit Facility
includes a $5.0 million sublimit available for the issuance of letters of
credit. As of May 29, 1998, the Borrowers had unused borrowing availability
under the Senior Credit Facility of approximately $39.5 million.

The loan commitment under the Senior Credit Facility reduces by $5.0 million
commencing March 31, 2001 and by $5.0 million each calendar quarter thereafter
until December 31, 2004, when the Senior Credit Facility matures. In addition,
the Senior Credit Facility provides for mandatory reduction of the loan
commitment and mandatory prepayment with the (i) net proceeds of certain asset
sales, (ii) net proceeds of certain required capital contributions to CCI by
CCIC relating to the proceeds from the sale of equity, convertible or debt
securities, subject to certain exceptions, (iii) net proceeds of any unused
insurance proceeds and (iv) a percentage of the excess cash flow of the
Borrowers, commencing with the calendar year ending December 31, 2000.

The Borrowers' obligations under the Senior Credit Facility are guaranteed
by each direct and indirect majority owned subsidiary of CCI and are also
secured by (i) a pledge by the Borrowers of all of the outstanding capital
stock of each of their respective direct subsidiaries and (ii) a perfected
first priority security interest in substantially all of the personal property
of the Borrowers and their subsidiaries. In addition, the Senior Credit
Facility is guaranteed on a limited recourse basis by CCIC, limited in
recourse to the collateral pledged by CCIC (the capital stock of CCI). The
capital stock of CTSH will not be pledged to secure the Senior Credit
Facility.

The loans under the Senior Credit Facility will bear interest, at the
Borrowers' option, at either (A) a "base rate" equal to KeyCorp's prime
lending rate plus an applicable spread ranging from 0% to 1.5% (determined
based on a leverage ratio) or (B) a "LIBOR rate" plus an applicable spread
ranging from 1.0% to 3.25% (determined based on a leverage ratio). Following
the occurrence and during the continuance of an event of default under the
Senior Credit Facility, the loans will bear interest at the "base rate" plus
3.5%.

The Senior Credit Facility contains a number of covenants that, among other
things, restrict the ability of the Borrowers and their respective
subsidiaries to dispose of assets, incur additional indebtedness, incur
guaranty obligations, repay subordinated indebtedness except in accordance
with the subordination provisions, pay dividends or make capital
distributions, create liens on assets, enter into leases, make investments,
make acquisitions, engage in mergers or consolidations, make capital
expenditures, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the Senior Credit
Facility will require compliance with certain financial covenants, including
requiring the Borrowers and their respective subsidiaries to maintain a
maximum ratio of indebtedness to operating cash flow, a minimum ratio of
operating cash flow to fixed charges, a minimum ratio of operating cash flow
to projected debt service and a minimum ratio of operating cash flow to
interest expense. CCIC does not expect that such covenants will materially
impact the ability of the Borrowers and their respective subsidiaries to
operate their respective businesses.

Pursuant to the terms of the Senior Credit Facility, CCI is entitled to pay
dividends or make distributions to CCIC in order to permit CCIC to pay its
out-of-pocket costs for corporate development and overhead and to pay cash
interest on certain indebtedness of CCIC (including the Notes); provided that
the amount of such

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dividends or distributions does not exceed (i) $6.0 million in any year ending
on or prior to October 31, 2002 or (ii) $33.0 million in any year thereafter.
The Senior Credit Facility also allows CCI to pay dividends or distribute cash
to CCIC to the extent required to pay taxes allocable to the Borrowers and
their respective subsidiaries. All of the above-mentioned dividends or
distributions, however, including dividends or distributions that are intended
to pay interest on the Notes, may not be made by CCI so long as any default or
event of default exists under the Senior Credit Facility.

The Senior Credit Facility contains customary events of default, including
the failure to pay principal when due or any interest or other amount that
becomes due within two days after the due date thereof, any representation or
warranty being made by the Borrowers that is incorrect in any material respect
on or as of the date made, a default in the performance of any negative
covenants or a default in the performance of certain other covenants or
agreements for a period of thirty days, default in certain other indebtedness,
certain insolvency events and certain change of control events. In addition, a
default under the Indenture will result in a default under the Senior Credit
Facility.

CTI CREDIT FACILITY

Pursuant to the Loan Amendment Agreement dated May 21, 1997 (the "CTI Credit
Facility"), among CTI, as borrower, CTSH, as guarantor, Credit Suisse First
Boston, as arranger and agent ("CSFB"), and J.P. Morgan Securities Ltd., as
co-arranger ("JPM"), CTI's (Pounds)162.5 million term and revolving loan
facilities (the "Old Facilities") were amended to a (Pounds)64.0 million
revolving loan facility. The following summary of certain provisions of the
CTI Credit Facility does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the CTI Credit
Facility.

The CTI Credit Facility provides for revolving credit loans in an aggregate
principal amount not to exceed (Pounds)64.0 million to finance capital
expenditures in respect of digital terrestrial television with up to
(Pounds)46.5 million of such amount available for working capital needs and
for general corporate purposes. As of May 29, 1998, CTI had unused borrowing
availability under the CTI Credit Facility of approximately (Pounds)35.0
million ($57.1 million).

The loan commitment under the CTI Credit Facility will be automatically
reduced to zero in three equal semi-annual installments commencing on May 31,
2001 and ending on May 31, 2002, when the CTI Credit Facility matures. In
addition, the CTI Credit Facility provides for mandatory cancellation of all
or part of the loan commitment and mandatory prepayment (i) with an amount
equal to the net proceeds of certain asset sales and (ii) upon the
consummation of an initial public offering or the listing on any stock
exchange of the shares of CTI, CTSH or CCIC.

CTI's and CTSH's obligations under the CTI Credit Facility are secured by
fixed and floating charges over all of their respective assets. The loans
under the CTI Credit Facility will bear interest at a "LIBOR rate" plus 0.85%
and a spread related to the lenders' cost of making the CTI Credit Facility
available to CTI.

The CTI Credit Facility contains a number of covenants that, among other
things, restrict the ability of CTI to dispose of assets, incur additional
indebtedness, incur guaranty obligations, repay subordinated indebtedness
except in accordance with the subordination provisions, pay dividends or make
capital distributions, create liens on assets, make investments, make
acquisitions, engage in certain transactions with subsidiaries and affiliates
and otherwise restrict corporate activities. In addition, the CTI Credit
Facility will require compliance with certain financial covenants, including
requiring CTI to maintain a maximum ratio of indebtedness to EBITDA, a minimum
ratio of EBITDA to interest expense, and a minimum tangible net worth. CCIC
does not expect that such covenants will materially impact the ability of CTI
to operate its business.

The CTI Credit Facility contains customary events of default, including the
failure to pay principal or any interest or any other amount that becomes due
within three business days after the due date thereof, any representation or
warranty being made by CTI that is untrue or misleading on the date made, a
default in the

125

performance of any of its covenants under the CTI Credit Facility (unless, if
such default is capable of remedy, such default is cured within 14 days of CTI
becoming aware of such default), default in certain other indebtedness,
certain insolvency events and certain change of control events.

The Company intends to seek to refinance the CTI Credit Facility in
connection with the Offering.

THE NOTES

On November 20, 1997, the Company privately placed $251.0 million principal
amount at maturity ($150,010,150 initial accreted value) of its 10 5/8% Senior
Discount Notes due 2007 (the "Notes"). The following is a summary of certain
terms of the Notes and is qualified in its entirety by reference to the
Indenture (the "Indenture") relating to the Notes. A copy of the Indenture has
been filed with the Registration Statement of which this Prospectus forms a
part.

The Notes are unsecured senior obligations of the Company, and will rank
pari passu in right of payment with all existing and future senior
indebtedness of the Company and will be senior to future subordinated
indebtedness of the Company. The Notes mature on November 15, 2007. The Notes
will accrete in value until November 15, 2002. Thereafter, cash interest will
accrue on the Notes at the rate of 10.625% per annum and will be payable semi-
annually, commencing on May 15, 2003.

Except as stated below, the notes are not redeemable prior to November 15,
2002. Thereafter, the Notes are redeemable at the option of the Company, in
whole or in part, at any time or from time to time, at a premium which is at a
fixed percentage that declines to par on or after November 15, 2005, in each
case together with accrued and unpaid interest, if any, to the date of
redemption. In the event the Company consummates a public equity offering or
certain strategic equity investments prior to November 15, 2000, the Company
may, at its option, use all or a portion of the proceeds from such offering to
redeem up to 35% of the original aggregate principal amount at maturity of the
Notes at a redemption price equal to 110.625% of the accreted value of the
Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to the
redemption date, provided at least 65% of the original aggregate principal
amount at maturity of the Notes remains outstanding after each such
redemption.

Upon the occurrence of a Change of Control (as defined in the Indenture),
each holder of Notes has the right to require the Company to purchase all or a
portion of such holder's Notes at a price equal to 101% of the aggregate
principal amount thereof, together with accrued and unpaid interest to the
date of purchase.

The Indenture contains certain covenants, including covenants that limit (i)
indebtedness, (ii) restricted payments, (iii) distributions from restricted
subsidiaries, (iv) transactions with affiliates, (v) sales of assets and
subsidiary stock (including sale and leaseback transactions), (vi) dividend
and other payment restrictions affecting restricted subsidiaries, and (vii)
mergers or consolidations.

THE CTI BONDS

On May 14, 1997, a subsidiary of CTSH issued (Pounds)125.0 million aggregate
principal amount of its 9% Guaranteed Bonds due 2007 (the "CTI Bonds"). The
CTI Bonds are listed on the Luxembourg Stock Exchange. The following is a
summary of certain terms of the Bonds and is qualified in its entirety by
reference to the trust deed dated May 21, 1997 (the "Trust Deed") relating to
the Bonds. A copy of the Trust Deed has been filed with the Registration
Statement of which this Prospectus forms a part.

The Bonds constitute direct, general and unconditional guaranteed
obligations of the subsidiary of CTSH and rank pari passu with all other
present and future unsecured and unsubordinated obligations of such
subsidiary. The CTI Bonds are guaranteed jointly and severally by CTI and
CTSH. The CTI Bonds will mature on March 30, 2007. Interest on the Bonds is
payable annually in arrears on March 30 in each year, the first payment having
been made on March 30, 1998.

126

The CTI Bonds may be redeemed at the option of the Company in whole or in
part, at any time or from time to time, at the greater of their principal and
such price as will provide a gross redemption yield 0.5% per annum above the
gross redemption yield of the benchmark gilt plus, in either case, accrued and
unpaid interest.

Upon the occurrence of a Put Event (as defined in the Trust Deed), each
holder of CTI Bonds has the right to require such subsidiary to purchase all
or a portion of such holder's CTI Bonds at a price equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest
to the date of purchase.

The Trust Deed contains certain covenants, including covenants that limit
(i) indebtedness, (ii) restricted payments, (iii) distributions from
restricted subsidiaries, (iv) transactions with affiliates, (v) sales of
assets and subsidiary stock, (vi) dividend and other payment restrictions
affecting restricted subsidiaries, and (vii) mergers or consolidations.

127

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
shares of Common Stock ( shares if the over-allotment option is exercised
in full). The shares of Common Stock ( if the over-allotment option is
exercised in full) sold in the Offering will be freely tradable without
restriction or further registration under the Securities Act, unless held by
an "affiliate" of the Company as that term is defined in Rule 144 promulgated
under the Securities Act ("Rule 144"), which shares will be subject to the
resale limitation of Rule 144. The remaining shares of Common Stock have
not been registered under the Securities Act and may not be sold unless they
are registered or unless an exemption from registration, such as the exemption
provided by Rule 144.

The Company has agreed, during the period beginning from the date of this
Prospectus and continuing to and including the date days after the date of
this Prospectus, not to offer, sell, contract to sell or otherwise dispose of
any securities of the Company that are substantially similar to the Common
Stock, including but not limited to any securities that are convertible into
or exchangeable for, or that represent the right to receive, Common Stock or
any such substantially similar securities, without the prior written consent
of Lehman Brothers Inc. In addition, the Company's directors and executive
officers, and certain of its stockholders who represent in the aggregate %
of the outstanding Common Stock after the Offering, have agreed, during the
period beginning from the date of this Prospectus and continuing to and
including the date days after the date of this Prospectus, not to, directly
or indirectly, offer, pledge, sell, contract to sell or otherwise dispose of
any securities of the Company outstanding as of the date of this Prospectus,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive any Common Stock or
substantially similar securities, or enter into any swap or other arrangement
that transfers, in whole or in part, the economic consequences of ownership of
any securities of the Company, without the prior written consent of Lehman
Brothers Inc., other than .

In general, under Rule 144 as currently in effect, a stockholder, including
an "affiliate", who has beneficially owned his or her restricted securities
(as that term is defined in Rule 144) for at least one year from the later of
the date such securities were acquired from the Company or (if applicable) the
date they were acquired from an affiliate, is entitled to sell, within any
three-month period, a number of such shares that does not exceed the greater
of 1% of the then outstanding shares of Common Stock or the average weekly
trading volume in the Common Stock during the four calendar weeks preceding
the date on which notice of such sale was filed under Rule 144, provided
certain requirements concerning availability of public information, manner of
sale and notice of sale are satisfied. The Company will satisfy the
availability of public information requirement approximately days after
the consummation of the Offering. In addition, under Rule 144(k), if a period
of at least two years has elapsed between the later of the date restricted
securities were acquired from the Company or (if applicable) the date they
were acquired from an affiliate of the Company, a stockholder who is not an
affiliate of the Company at the time of sale and has not been an affiliate of
the Company for at least three months prior to the sale is entitled to sell
the shares immediately without compliance with the foregoing requirements
under Rule 144.

Except as indicated above, the Company is unable to estimate the amount,
timing and nature of future sales of outstanding Common Stock. Prior to the
Offering, there has been no public market for the Common Stock, and no
prediction can be made as to the effect, if any, that market sales of shares
of Common Stock or the availability of shares for sale will have on the market
price of the Common Stock prevailing from time to time. Nevertheless, sales of
significant numbers of shares of Common Stock in the public market could
adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through an offering of its equity
securities. See "Risk Factors--Shares Eligible for Future Sale" and
"Underwriting".

128

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general summary of the material United States Federal
income and estate tax considerations to a Non-U.S. Holder (as defined below)
relevant to the ownership and disposition of shares of Common Stock. This
summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), final, temporary and proposed United States Treasury regulations
promulgated thereunder, Internal Revenue Service (the "IRS") rulings, official
pronouncements and judicial decisions, all as in effect on the date hereof and
all of which are subject to change, possibly with retroactive effect, or
different interpretations. This summary does not discuss all the tax
consequences that may be relevant to a particular Non-U.S. Holder in light of
the holder's particular circumstances and it is not intended to be applicable
in all respects to all categories of Non-U.S. Holders, some of whom may be
subject to special rules not discussed below. In addition, this summary does
not address any state, local or foreign tax considerations that may be
relevant to a Non-U.S. Holder's decision to purchase shares of Common Stock.

For purposes of this discussion, a "Non-U.S. Holder" is a person or entity
that, for U.S. Federal income tax purposes, is either a non-resident alien
individual, a foreign corporation, a foreign partnership or a foreign estate
or trust in each case not subject to U.S. Federal income tax on a net income
basis in respect of income or gain with respect to Common Stock. An individual
may be deemed to a resident alien (as opposed to a non-resident alien) by
virtue of being present in the United States on at least 31 days during the
calendar year and for an aggregate of 183 days during the calendar year and
the two preceding calendar years (counting, for such purposes all the days
present in the current year, one-third of the days present in the immediately
preceding year and one sixth of the days present in the second preceding
year). In addition to the "substantial presence test" described in the
immediately preceding sentence, an individual may be treated as a resident
alien if he or she (i) meets the lawful permanent residence test (a so-called
"green card" test) or (ii) elects to be treated as a U.S. resident and meets
the "substantial presence test" in the immediately following year. Generally,
resident aliens are subject to U.S. Federal income and estate tax in the same
manner as U.S. citizens and residents.

ALL NON-U.S. HOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS REGARDING
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE OWNERSHIP AND
DISPOSITION OF SHARES OF COMMON STOCK IN LIGHT OF THEIR OWN PARTICULAR
CIRCUMSTANCES.

DIVIDENDS ON COMMON STOCK

Generally, any dividends paid on Common Stock will be subject to United
States Federal withholding tax at a rate of 30% of the amount of the dividend,
or at a lower applicable treaty rate. However, if the dividend is effectively
connected with a United States trade or business of a Non-U.S. Holder (and is
attributable to a U.S. permanent establishment of such holder, if an
applicable income tax treaty so requires as a condition for the Non-U.S.
Holder to be subject to U.S. income tax on a net income basis in respect or
such dividends) it will be subject to United States Federal income tax on a
net basis at ordinary Federal income tax rates (in which case the branch
profits tax at 30% (or such lower rate as may be specified in an applicable
treaty) may also apply if such holder is a foreign corporation), and assuming
certain certification requirements are met, will not be subject to the 30%
withholding tax.

Under current Treasury regulations, a holder's status as a Non-U.S. Holder
and eligibility for a tax treaty reduced rate of withholding will be
determined by reference to the holder's address and to any outstanding
certificates or statements concerning eligibility for a reduced rate of
withholding, unless facts and circumstances indicate that reliance on such
address, certificates or statements is not warranted. However, subject to
certain transitional rules, recently issued Treasury regulations require a
Non-U.S. Holder to provide certifications under penalties of perjury in order
to obtain treaty benefits for payments made after December 31, 1999.

129

SALE OR EXCHANGE OF COMMON STOCK

Subject to the discussion of backup withholding below, any capital gain
realized upon a sale or exchange of Common Stock by a beneficial owner who is
a Non-U.S. Holder ordinarily will not be subject to United States Federal
income tax unless (i) such gain is effectively connected with a trade or
business conducted by such Non-U.S. Holder within the United States (in which
case the branch profits tax at 30% (or such lower rate as may be specified in
an applicable treaty) may also apply if the holder is a foreign corporation),
(ii) in the case of a Non-U.S. Holder that is an individual, such holder is
present in the United States for a period or periods aggregating 183 days or
more in the taxable year of the sale or exchange and either (a) has a "tax
home" for Federal income tax purposes in the United States or (b) has an
office or other fixed place of business in the United States to which the gain
is attributable or (iii) the Company is or has been a "United States real
property holding corporation" (a "USRPHC") for Federal income tax purposes
within the lesser of (a) the five-year period ending on the date of the sale
or exchange and (b) the Non-U.S. Holder's holding period, and, in each case,
no treaty exception is applicable. The Company does not believe that it is
currently a USRPHC. Moreover, even if the Company were to become a USRPHC, any
gain recognized by a Non-U.S. Holder still would not be subject to U.S. tax if
the shares were to be "regularly traded" (within the meaning of applicable
Treasury regulations) on an established securities market (such as, for
example, the New York Stock Exchange) and the U.S. Holder did not own,
directly or constructively, more than 5% of the outstanding Common Stock.

FEDERAL ESTATE TAXES

Common Stock that is beneficially owned by an individual who is neither a
citizen nor a resident of the United States at the time of death will be
included in such individual's gross estate for United States Federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Generally, dividends on Common Stock paid to Non-U.S. Holders that are
subject to the 30% or a reduced treaty rate of United States Federal
withholding tax will be exempt from backup withholding tax. Otherwise, backup
withholding of United States Federal income tax at a rate of 31% may apply to
dividends paid with respect to Common Stock to holders that are not "exempt
recipients" and that fail to provide certain information (including the
holder's taxpayer identification number) in the manner required by United
States law and applicable regulations.

Payments of the proceeds from the sale by a Non-U.S. Holder of shares of
Common Stock made to or through a foreign office of a broker will not be
subject to information reporting or backup withholding except that if the
broker is a United States person, a controlled foreign corporation for United
States tax purposes or a foreign person 50% or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period, information reporting may apply to such payments. Payments
of the proceeds from the sale of shares of Common Stock to or through the
United States office of a broker will be subject to information reporting and
backup withholding unless the holder certifies as to its non-United States
status or otherwise establishes an exemption from information reporting and
backup withholding. Subject to certain transitional rules, recently adopted
Treasury regulations change information reporting requirements for Non-U.S.
Holders for payments made after December 31, 1999. Accordingly, a Non-U.S.
Holder should consult its tax advisor regarding the effects on it, if any, of
these new regulations.

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UNDERWRITING

Under the terms of, and subject to the conditions contained in, the
Underwriting Agreement (the "Underwriting Agreement"), the form of which is
filed as an Exhibit to the Registration Statement, the underwriters named
below (the "U.S. Underwriters"), for whom Lehman Brothers Inc., Credit Suisse
First Boston Corporation, Goldman, Sachs & Co. and Smith Barney Inc. are
acting as representatives (the "U.S. Representatives"), have severally agreed,
subject to the terms and conditions of the Underwriting Agreement, to purchase
from the Company and the Selling Stockholder, and the Company and the Selling
Stockholder have agreed to sell to each U.S. Underwriter, the aggregate number
of shares of Common Stock set forth opposite the name of each such U.S.
Underwriter below:

NUMBER OF
U.S. UNDERWRITERS SHARES
----------------- ---------

Lehman Brothers Inc................................................
Credit Suisse First Boston Corporation.............................
Goldman, Sachs & Co. ..............................................
Smith Barney Inc...................................................
Total..........................................................
=====

Under the terms of, and subject to the conditions contained in, the
Underwriting Agreement, the managers named below of the concurrent offering of
the shares of Common Stock outside the U.S. and Canada (the "International
Managers" and, together with the U.S. Underwriters, the "Underwriters"), for
whom Lehman Brothers International (Europe), Credit Suisse First Boston
Corporation (Europe) Limited, Goldman Sachs International and Smith Barney
Inc. are acting as lead managers (the "Lead Managers" and, together with the
U.S. Representatives, the "Representatives"), have severally agreed, subject
to the terms and conditions of the Underwriting Agreement, to purchase from
the Company and the Selling Stockholder, and the Company and the Selling
Stockholder have agreed to sell to each International Manager, the aggregate
number of shares of Common Stock set forth opposite the name of each
International Manager below:

NUMBER OF
INTERNATIONAL MANAGERS SHARES
---------------------- ---------

Lehman Brothers International (Europe).............................
Credit Suisse First Boston Corporation (Europe) Limited............
Goldman Sachs International........................................
Smith Barney Inc...................................................
Total..........................................................
=====

The Underwriting Agreement provides that the obligations of the Underwriters
to purchase shares of Common Stock are subject to certain conditions, and that
if any of the foregoing shares of Common Stock are purchased by the
Underwriters pursuant to the Underwriting Agreement, then all the shares of
Common Stock agreed to be purchased by the Underwriters, pursuant to their
respective Underwriting Agreements, must be so purchased. The offering price
and underwriting discounts and commissions per share for the U.S. Offering and
the International Offering are identical.

The Company and the Selling Stockholder have been advised by the
Representatives that the Underwriters propose to offer the shares of Common
Stock directly to the public at the public offering price set forth on the
cover page of this Prospectus, and to certain selected dealers (who may
include the Underwriters) at such public offering price less a selling
concession not in excess of $ per share. The selected dealers may
reallow a concession not in excess of $ per share to certain brokers
and dealers. After the Offering, the public offering price, the concession to
selected dealers and the reallowance may be changed by the Underwriters.

The Company and the Selling Stockholder have agreed to indemnify, under
certain circumstances, the Underwriters against certain liabilities, including
liabilities under the Securities Act, and to contribute, under certain
circumstances, to payments that the Underwriters may be required to make in
respect thereof.

131

The Company has granted to the U.S. Underwriters options to purchase up to
an aggregate of additional shares of Common Stock, exercisable solely
to cover over-allotments, at the public offering price less the underwriting
discounts and commissions shown on the cover page of this Prospectus. Such
options may be exercised at any time until 30 days after the date of the
Underwriting Agreement. To the extent that the over-allotment option is
exercised, each U.S. Underwriter will be committed, subject to certain
conditions, to purchase a number of additional shares of Common Stock
proportionate to such U.S. Underwriter's initial commitment as indicated in
the preceding tables.

Prior to the Offering, there has been no public market for the shares of
Common Stock. The initial public offering price was negotiated between the
Company and the Representatives. Among the factors considered in determining
the initial public offering price of the shares of Common Stock, in addition
to prevailing market conditions, were the Company's historical performance and
capital structure, estimates of business potential and earning prospects of
the Company, an overall assessment of the Company, an assessment of the
Company's management and the consideration of the above factors in relation to
market valuation of companies in related businesses.

The U.S. Underwriters and the International Managers have entered into an
Agreement Between U.S. Underwriters and International Managers pursuant to
which each U.S. Underwriter has agreed that, as part of the distribution of
the shares of Common Stock offered in the U.S. Offering, (i) it is not
purchasing any such shares for the account of anyone other than a U.S. Person
(as defined below), and (ii) it has not offered or sold, will not offer, sell,
resell or deliver, directly or indirectly, any such shares or distribute any
prospectus relating to the U.S. Offering to anyone other than a U.S. Person.
In addition, pursuant to such Agreement, each International Manager has agreed
that, as part of the distribution of the shares of Common Stock offered in the
International Offering, (i) it is not purchasing any such shares for the
account of a U.S. Person, and (ii) it has not offered or sold, and will not
offer, sell, resell or deliver, directly or indirectly, any of such shares or
distribute any prospectus relating to the International Offering to any U.S.
Person.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreement and the
Agreement Between U.S. Underwriters and International Managers, including (i)
certain purchases and sales between U.S. Underwriters and the International
Managers, (ii) certain offers, sales, resales, deliveries or distributions to
or through investment advisors or other persons exercising investment
discretion, (iii) purchases, offers or sales by a U.S. Underwriter who is also
acting as an International Manager or by an International Manager who is also
acting as a U.S. Underwriter and (iv) other transactions specifically approved
by the U.S. Representatives and the Lead Managers. As used herein, the term
"U.S. Person" means any resident or national of the United States or Canada
and its provinces, any corporation, partnership or other entity created or
organized in or under the laws of the United States or Canada and its
provinces, or any estate or trust the income of which is subject to United
States or Canadian federal income taxation regardless of the source, the term
"United States" means the United States of America (including the District of
Columbia) and its territories, its possessions and other areas subject to its
jurisdiction and the term "Canada" means the provinces of Canada, its
territories, its possessions and other areas subject to its jurisdiction.

Pursuant to the Agreement Between the U.S. Underwriters and the
International Managers, sales may be made between the U.S. Underwriters and
the International Managers of such a number of shares of Common Stock as may
be mutually agreed. The price of any shares so sold shall be the public
offering price as then in effect for the shares of Common Stock being sold by
the U.S. Underwriters and the International Managers less an amount equal to
the selling concession allocable to such shares of Common Stock, unless
otherwise determined by mutual agreement. To the extent that there are sales
between the U.S. Underwriters and the International Managers pursuant to the
Agreement Between the U.S. Underwriters and the International Managers the
number of shares of Common Stock available for sale by the U.S. Underwriters
or by the International Managers may be more or less than the amount specified
on the cover page of this Prospectus.

Until the distribution of the Common Stock is completed, rules of the
Commission may limit the ability of the U.S. Underwriters and certain selling
group members to bid for and purchase shares of Common Stock. As

132

an exception to these rules, the Representatives are permitted to engage in
certain transactions that stabilize the price of the Common Stock. Such
transactions may consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Common Stock.

If the U.S. Underwriters create a short position in the Common Stock in
connection with the Offering (i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus), the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives also may elect to reduce any short
position by exercising all or part of the over-allotment option described
herein.

The U.S. Representatives may also impose a penalty bid on certain U.S.
Underwriters and selling group members. This means that, if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce
the U.S. Underwriters' short position or to stabilize the price of the Common
Stock, they may reclaim the amount of the selling concession from the U.S.
Underwriters and selling group members who sold those shares as part of the
Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases. The
imposition of a penalty bid might have an effect on the price of a security to
the extent that it were to discourage resales of the security by purchasers in
the Offering.

Neither the Company nor any of the U.S. Underwriters makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the Common
Stock. In addition, neither the Company nor any of the U.S. Underwriters makes
any representation that the U.S. Representatives will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Each International Manager has represented and agreed that (i) it has not
offered or sold and, prior to the date six months after the date of issue of
the shares of Common Stock, will not offer or sell any shares of Common Stock
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the shares of Common Stock in, from or
otherwise involving the United Kingdom, and (iii) it has only issued or passed
on, and will only issue or pass on to any person in the United Kingdom any
document received by it in connection with the issue of the shares of Common
Stock if that person is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a
person to whom such document may otherwise be issued or passed upon.

The Common Stock has been approved for listing, subject to notice of
issuance, on the under the symbol .

The Company, all executive officers and directors of the Company and
existing stockholders of the Company have agreed that they will not, subject
to certain limited exceptions, for a period of days from the date of this
Prospectus, directly or indirectly, offer for sale, sell or otherwise dispose
of any shares of Common Stock or any securities convertible into or
exchangeable or exercisable for any such shares of Common Stock or enter into
any derivative transaction with similar effect as a sale of Common Stock,
without the prior written consent of Lehman Brothers Inc. The restrictions
described in this paragraph do not apply to (i) the sale of Common Stock to
the Underwriters, (ii) the issuance by the Company of shares of Common Stock
upon the exercise of an option or a warrant or the conversion of a security
outstanding on the date of this Prospectus or (iii) transactions by any person
other than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the Offering.

Any offer of the shares of Common Stock in Canada will be made only pursuant
to an exemption from the prospectus filing requirement and an exemption from
the dealer registration requirement (where such an

133

exemption is not available, offers shall be made only by a registered dealer)
in the relevant Canadian jurisdiction where such offer is made.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase, in addition to the offering price set forth on the
cover hereof.

The Underwriters have informed the Company that they do not intend to sell
to, and therefore will not confirm the sales of shares of Common Stock offered
hereby to, any accounts over which they exercise discretionary authority
without prior written approval of the customer.

Lehman Brothers Inc. has provided investment banking, financial advisor and
other services to the Company, for which services Lehman Brothers Inc. has
received fees. In addition, Credit Suisse First Boston Corporation and its
affiliates has provided investment banking services to the Company and CTI,
for which it has received fees, and Credit Suisse First Boston, an affiliate
of Credit Suisse First Boston Corporation, has acted as arranger and agent of
the CTI Credit Facility in connection with which it has received fees. Salomon
Smith Barney, an affiliate of Smith Barney Inc., has acted as advisor to TdF
in connection with the negotiation of the Roll-Up, for which Salomon Smith
Barney received fees, and William A. Murphy, a Director of Mergers &
Acquisitions at Salomon Smith Barney, is expected to be elected as a director
of the Company upon consummation of the Roll-Up.

VALIDITY OF COMMON STOCK

The validity of the Common Stock offered hereby will be passed upon for the
Company by Cravath, Swaine & Moore, New York, New York, and for the
Underwriters by Latham & Watkins, New York, New York.

EXPERTS

The consolidated financial statements and schedule of the Company at
December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997, the combined financial statements of Crown for each
of the two years in the period ended December 31, 1996 and the seven months
ended July 31, 1997, the financial statements of the Home Service Transmission
business of the BBC at March 31, 1996 and for the year ended March 31, 1996
and the period from April 1, 1996 to February 27, 1997 and the consolidated
financial statements of CTI at March 31, 1997 and December 31, 1997 and for
the period from February 28, 1997 to March 31, 1997 and the period from April
1, 1997 to December 31, 1997, and the financial statements of TEA Group
Incorporated at December 31, 1996 and for the year then ended, have been
included herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.

The financial statements of TEA Group Incorporated at December 31, 1995 and
for the year then ended, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon appearing elsewhere herein and are included in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby
(the "Registration Statement"). This Prospectus, which constitutes a part of
the Registration Statement, does not contain all the information set forth in
the Registration Statement, certain parts of which have been omitted from this
Prospectus in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock

134

offered hereby, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith. Statements made in this Prospectus
concerning the contents of any document referred to herein are not necessarily
complete. With respect to each such document filed with the Commission as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such document filed
with the Commission as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference.

The Registration Statement, including the exhibits and scheduled thereto,
such reports and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the
Commission located at 7 World Trade Center, 13th Floor, Suite 1300, New York,
New York 10048 and Suite 1400, Citicorp Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549
and its public reference facilities in New York, New York and Chicago,
Illinois. The Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants,
such as the Company, that file electronically with the Commission. The address
of such site is http://www.sec.gov.

135

INDEX TO FINANCIAL STATEMENTS

CROWN CASTLE INTERNATIONAL CORP.
Unaudited Financial Statements:

Consolidated Balance Sheet as of March 31, 1998 (unaudited)............... F-3
Consolidated Statement of Operations and Comprehensive Loss for the three
month periods ended
March 31, 1997 and 1998 (unaudited)...................................... F-4
Consolidated Statement of Cash Flows for the three month periods ended
March 31, 1997 and 1998 (unaudited)...................................... F-5
Condensed Notes to Consolidated Financial Statements for the three month
period ended March 31, 1998 (unaudited).................................. F-6
Audited Financial Statements:
Consolidated Balance Sheet as of December 31, 1996 and 1997............... F-11
Consolidated Statement of Operations for each of the three years in the
period ended December 31, 1997........................................... F-12
Consolidated Statement of Cash Flows for each of the three years in the
period ended December 31, 1997........................................... F-13
Consolidated Statement of Stockholders' Equity (Deficit) for each of the
three years in the period ended December 31, 1997........................ F-14
Notes to Consolidated Financial Statements for each of the three years in
the period ended December 31, 1997....................................... F-15

CROWN COMMUNICATIONS
Combined Statement of Income for each of the two years in the period ended
December 31, 1996 and for the seven month period ended July 31, 1997..... F-35
Combined Statement of Cash Flows for each of the two years in the period
ended December 31, 1996 and for the seven month period ended July 31,
1997..................................................................... F-36
Notes to Combined Financial Statements for each of the two years in the
period ended December 31, 1996 and for the seven month period ended July
31, 1997................................................................. F-37

TEA GROUP INCORPORATED
Report of Independent Auditors............................................ F-40
Balance Sheet as of December 31, 1995 and 1996............................ F-42
Statement of Income for each of the two years in the period ended December
31, 1996, and for each of the three month periods ended March 31, 1996
and 1997 (unaudited)..................................................... F-43
Statement of Shareholders' Equity for each of the two years in the period
ended December 31, 1996.................................................. F-44
Statement of Cash Flows for each of the two years in the period ended
December 31, 1996, and for each of the three month periods ended March
31, 1996 and 1997 (unaudited)............................................ F-45
Notes to Financial Statements for each of the two years in the period
ended December 31, 1996.................................................. F-46

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND THE BBC HOME SERVICE
TRANSMISSION BUSINESS
Profit and Loss Accounts of the BBC Home Service Transmission business for
the Year ended March 31, 1996 and the Period from April 1, 1996 to
February 27, 1997 and the Consolidated Profit and Loss Accounts of Castle
Transmission Services (Holdings) Ltd for the Period from February 28,
1997 to March 31, 1997 and for the Period from April 1, 1997 to December
31, 1997................................................................. F-50
Balance Sheet of the BBC Home Service Transmission business at March 31,
1996 and Consolidated Balance Sheets of Castle Transmission Services
(Holdings) Ltd at March 31, 1997 and at December 31, 1997................ F-51

F-1

Cash Flow Statements of the BBC Home Service Transmission business for the
Year ended March 31, 1996 and the Period from April 1, 1996 to February
27, 1997 and the Consolidated Cash Flow Statements of Castle Transmission
Services (Holdings) Ltd for the Period from February 28, 1997 to March
31, 1997 and for the Period from April 1, 1997 to December 31, 1997...... F-52
Reconciliation of Movements in Corporate Funding of the BBC Home Service
Transmission business for the Year ended March 31, 1996 and the Period
from April 1, 1996 to February 27, 1997 and Consolidated Reconciliation
of Movements in Shareholders' Funds of Castle Transmission Services
(Holdings) Ltd for the Period from February 28, 1997 to March 31, 1997
and for the Period from April 1, 1997 to December 31, 1997............... F-53
Notes to the Consolidated Financial Statements............................ F-54

F-2

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31, MARCH 31,
1997 1998
ASSETS ------------ -----------
(UNAUDITED)

Current assets:
Cash and cash equivalents.......................... $ 55,078 $ 53,395
Receivables:
Trade, net of allowance for doubtful accounts of
$177 and $157 at December 31, 1997 and March 31,
1998, respectively............................... 9,264 9,908
Other............................................. 811 1,029
Inventories........................................ 1,322 1,220
Prepaid expenses and other current assets.......... 681 1,028
-------- --------
Total current assets.............................. 67,156 66,580
Property and equipment, net of accumulated
depreciation of $4,852 and $6,142 at December 31,
1997 and March 31, 1998, respectively............... 81,968 105,034
Investments in affiliates............................ 59,082 59,688
Goodwill and other intangible assets, net of
accumulated amortization of $3,997 and $6,283 at
December 31, 1997 and March 31, 1998, respectively.. 152,541 150,468
Deferred financing costs and other assets, net of
accumulated amortization of $743 and $834 at
December 31, 1997 and March 31, 1998, respectively
.................................................... 10,644 10,918
-------- --------
$371,391 $392,688
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable................................... $ 7,760 $ 4,964
Accrued compensation and related benefits.......... 1,792 1,451
Other accrued liabilities.......................... 2,398 1,651
-------- --------
Total current liabilities......................... 11,950 8,066
Long-term debt....................................... 156,293 187,299
Other liabilities.................................... 607 607
-------- --------
Total liabilities................................. 168,850 195,972
-------- --------
Commitments and contingencies
Redeemable preferred stock, $.01 par value; 6,435,228
shares authorized:
Senior Convertible Preferred Stock; 657,495 shares
issued (stated at redemption value; aggregate
liquidation value of $68,916 and $71,874,
respectively)..................................... 67,948 70,003
Series A Convertible Preferred Stock; 1,383,333
shares issued (stated at redemption and aggregate
liquidation value)................................ 8,300 8,300
Series B Convertible Preferred Stock; 864,568
shares issued (stated at redemption and aggregate
liquidation value)................................ 10,375 10,375
Series C Convertible Preferred Stock; 3,529,832
shares issued (stated at redemption and aggregate
liquidation value)................................ 74,126 74,126
-------- --------
Total redeemable preferred stock.................. 160,749 162,804
-------- --------
Stockholders' equity:
Common stock, $.01 par value; 11,511,109 shares
authorized:
Class A Common Stock; 208,313 shares issued....... 2 2
Class B Common Stock; 1,873,433 shares issued..... 19 19
Additional paid-in capital......................... 58,248 58,358
Cumulative foreign currency translation
adjustment........................................ 562 1,233
Accumulated deficit................................ (17,039) (25,700)
-------- --------
Total stockholders' equity ....................... 41,792 33,912
-------- --------
$371,391 $392,688
======== ========

See condensed notes to consolidated financial statements.

F-3

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

THREE
MONTHS ENDED
MARCH 31,
---------------
1997 1998
------ -------

Net revenues:
Site rental................................................ $1,667 $ 5,061
Network services and other................................. 327 6,776
------ -------
1,994 11,837
------ -------
Operating expenses:
Costs of operations (exclusive of depreciation and amorti-
zation):
Site rental............................................... 258 1,172
Network services and other................................ 5 4,421
General and administrative................................. 511 3,803
Corporate development...................................... 2,105 1,331
Depreciation and amortization ............................. 408 3,604
------ -------
3,287 14,331
------ -------
Operating loss............................................... (1,293) (2,494)
Other income (expense):
Equity in earnings (losses) of unconsolidated affiliate.... 197 (99)
Interest and other income.................................. 1,301 706
Interest expense and amortization of deferred financing
costs..................................................... (626) (4,706)
------ -------
Loss before income taxes..................................... (421) (6,593)
Provision for income taxes................................... (22) (13)
------ -------
Net loss..................................................... (443) (6,606)
Dividends on Senior Convertible Preferred Stock.............. -- (2,055)
------ -------
Net loss after deduction of dividends on Senior Convertible
Preferred Stock............................................. $ (443) $(8,661)
====== =======
Net loss..................................................... $ (443) $(6,606)
Other comprehensive income:
Foreign currency translation adjustments................... 385 671
------ -------
Comprehensive loss........................................... $ (58) $(5,935)
====== =======
Loss per common share:
Basic..................................................... $ $
====== =======
Diluted................................................... $ $
====== =======
Common shares outstanding (in thousands):
Basic.....................................................
====== =======
Diluted...................................................
====== =======

See condensed notes to consolidated financial statements.

F-4

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(IN THOUSANDS OF DOLLARS)

THREE
MONTHS ENDED
MARCH 31,
------------------
1997 1998
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (443) $ (6,606)
Adjustments to reconcile net loss to net cash used for
operating activities:
Amortization of deferred financing costs and discount on
long-term debt ......................................... 34 4,207
Depreciation and amortization............................ 408 3,604
Equity in losses (earnings) of unconsolidated affiliate.. (197) 99
Changes in assets and liabilities:
Increase (decrease) in other liabilities................ (229) 72
Decrease in accounts payable............................ (540) (2,796)
Decrease (increase) in receivables...................... 679 (862)
Increase in inventories, prepaid expenses and other
assets................................................. (251) (669)
Decrease in accrued interest............................ (86) --
-------- --------
Net cash used for operating activities................. (625) (2,951)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................................... (232) (24,539)
Investment in affiliate................................... (57,542) --
-------- --------
Net cash used for investing activities................. (57,774) (24,539)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreements.......... 3,300 27,050
Incurrence of financing costs............................. (549) (1,243)
Proceeds from issuance of capital stock................... 69,626 --
Principal payments on long-term debt...................... (2,441) --
Purchase of capital stock................................. (2,111) --
-------- --------
Net cash provided by financing activities.............. 67,825 25,807
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....... 9,426 (1,683)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD........... 7,343 55,078
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................. $ 16,769 $ 53,395
======== ========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Conversion of stockholder's Convertible Secured
Subordinated Notes to Series A Convertible Preferred
Stock.................................................... $ 3,657 $ --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................. $ 671 $ 486
Income taxes paid......................................... -- --

See condensed notes to consolidated financial statements.

F-5

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The information contained in the following notes to the consolidated
financial statements is condensed from that which would appear in the annual
consolidated financial statements; accordingly, the consolidated financial
statements included herein should be reviewed in conjunction with the
consolidated financial statements for the fiscal year ended December 31, 1997,
and related notes thereto, of Crown Castle International Corp. included
elsewhere herein. All references to the "Company" include Crown Castle
International Corp. and its subsidiary companies unless otherwise indicated or
the context indicates otherwise.

The consolidated financial statements included herein are unaudited;
however, they include all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary to present
fairly the consolidated financial position of the Company at March 31, 1998
and the consolidated results of operations and consolidated cash flows for the
three months ended March 31, 1997 and 1998. Accounting measurements at interim
dates inherently involve greater reliance on estimates than at year end. The
results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the entire year.

Recent Accounting Pronouncements

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 establishes standards for the way that public companies
report, in their annual financial statements, certain information about their
operating segments, their products and services, the geographic areas in which
they operate and their major customers. SFAS 131 also requires that certain
information about operating segments be reported in interim financial
statements. SFAS 131 is effective for periods beginning after December 15,
1997. The Company will adopt the requirements of SFAS 131 in its financial
statements for the year ending December 31, 1998.

F-6

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

2. ACQUISITIONS

On May 12, 1997, the Company acquired all of the common stock of TEA Group
Incorporated and TeleStructures, Inc. (collectively, "TEA"). On August 15,
1997, the Company acquired (i) substantially all of the assets, net of
outstanding liabilities, of Crown Communications ("CCM") and (ii) all of the
outstanding common stock of Crown Network Systems, Inc. ("CNS") and Crown
Mobile Systems, Inc. ("CMS") (collectively, "Crown"). These business
acquisitions were accounted for using the purchase method. Results of
operations and cash flows of the acquired businesses are included in the
consolidated financial statements for the periods subsequent to the respective
dates of acquisition. On a pro forma basis as if the TEA and Crown
acquisitions and the investment in Castle Transmission Services (Holdings) Ltd
("CTI") had been consummated as of January 1, 1997, the Company had
consolidated net revenues and a consolidated net loss for the three months
ended March 31, 1997 of $15,264,000 and $1,526,000 (a loss of $ per share),
respectively. Such pro forma results reflect appropriate adjustments for
depreciation and amortization, interest expense, amortization of deferred
financing costs, income taxes and certain nonrecurring income and expenses
recorded by the Company in connection with the investment in CTI. The pro
forma information does not necessarily reflect the actual results that would
have been achieved, not is it necessarily indicative of future consolidated
results for the Company.

3. LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31, MARCH 31,
1997 1998
-------------- ------------
(IN THOUSANDS OF DOLLARS)

Senior Credit Facility......................... $ 4,700 $ 31,750
10 5/8% Senior Discount Notes due 2007, net of
discount...................................... 151,593 155,549
------------ ------------
$ 156,293 $ 187,299
============ ============

Reporting Requirements Under the Indenture Governing the 10 5/8% Senior
Discount Notes due 2007 (the "Indenture")

As of March 31, 1998, the Company does not have any Unrestricted
Subsidiaries (as defined in the Indenture). The following information (as such
capitalized terms are defined in the Indenture) is presented solely for the
purpose of measuring compliance with respect to the terms of the Indenture;
such information is not intended as an alternative measure of operating
results or cash flow from operations (as determined in accordance with
generally accepted accounting principles). Furthermore, the Company's measure
of the following information may not be comparable to similarly titled
measures of other companies.

(IN
THOUSANDS
OF DOLLARS)
-----------

Tower Cash Flow, for the three months ended March 31, 1998..... $ 3,490
========
Consolidated Cash Flow, for the twelve months ended March 31,
1998.......................................................... $ 10,934
Less: Tower Cash Flow, for the twelve months ended March 31,
1998.......................................................... (12,941)
Plus: four times Tower Cash Flow, for the three months ended
March 31, 1998................................................ 13,960
--------
Adjusted Consolidated Cash Flow, for the twelve months ended
March 31, 1998................................................ $ 11,953
========

4. PER SHARE INFORMATION

F-7

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

resulting from the assumed conversion of outstanding stock options, warrants
and Senior Convertible Preferred Stock for the diluted computation. Stock
options granted by the Company prior to the filing of its Registration
Statement (see Note 6) at an exercise price deemed to be less than the fair
market value of the stock at the grant date ("nominal issuances") have been
included in the calculation of weighted-average shares for the basic
computation. Calculations of the weighted-average number of common shares are
based on the conversion of all of the Company's existing preferred and common
stock (other than the Senior Convertible Preferred Stock) into a single class
of common stock upon consummation of the Company's proposed initial public
offering (see Note 6).

A reconciliation of the numerators and denominators of the basic and diluted
per share computations is as follows:

THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1998
------------ -------------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)

Net loss........................................... $ (443) $ (6,606)
Dividends on Senior Convertible Preferred Stock.... -- (2,055)
----------- -------------
Net loss applicable to common stock for basic and
diluted computations.............................. $ (443) $ (8,661)
=========== =============
Common shares outstanding (in thousands):
Weighted-average number of common shares outstand-
ing during the period............................
Nominal issuances of stock options................
----------- -------------
Common shares outstanding for basic and diluted
computations......................................
=========== =============
Loss per common share:
Basic............................................. $ $
=========== =============
Diluted........................................... $ $
=========== =============

The calculations of common shares outstanding for the diluted computations
exclude the following potential common shares as of March 31, 1998: (i)
options to purchase shares of common stock at exercise prices ranging
from $ to $ per share; (ii) warrants to purchase shares of common
stock at an exercise price of $ per share; and (iii) shares of Senior
Convertible Preferred Stock which are convertible into shares of common
stock. The inclusion of such potential common shares in the diluted per share
computations would be antidilutive since the Company incurred net losses for
both periods presented.

5. CONTINGENCIES

The Company is involved in various claims, lawsuits and proceedings arising
in the ordinary course of business. While there are uncertainties inherent in
the ultimate outcome of such matters and it is impossible to presently
determine the ultimate costs that may be incurred, management believes the
resolution of such uncertainties and the incurrence of such costs should not
have a material adverse effect on the Company's consolidated financial
position or results of operations.

6. SUBSEQUENT EVENTS

F-8

increase from approximately 34.3% to approximately 80%. Consummation of the
share exchange is subject to a number of significant conditions, including
certain third party consents and the consummation of an initial public
offering of common stock by the Company.

In connection with the share exchange, the Company intends to offer shares
of its common stock in an underwritten initial public offering during the
summer of 1998. On June 19, 1998, a registration statement in respect of such
initial public offering was filed with the Securities and Exchange Commission
(the "Registration Statement") and any securities offered in such initial
public offering will only be offered by means of a prospectus forming a part
of such Registration Statement.

Prior to the consummation of such initial public offering, the Company
expects to (i) amend and restate the 1995 Stock Option Plan and (ii) file an
amendment to its certificate of incorporation to effect a stock split and
increase the number of authorized shares of common and preferred stock.

F-9

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Crown Castle International Corp.:

We have audited the accompanying consolidated balance sheets of Crown Castle
International Corp. and subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of operations, cash flows and stockholders'
equity (deficit) for each of the three years in the period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Crown
Castle International Corp. and subsidiaries as of December 31, 1996 and 1997,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 1997, in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
February 20, 1998

F-10

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
-----------------
1996 1997
ASSETS ------- --------

Current assets:
Cash and cash equivalents................................ $ 7,343 $ 55,078
Receivables:
Trade, net of allowance for doubtful accounts of $32 and
$177 at December 31, 1996 and 1997, respectively....... 840 9,264
Other................................................... 1,081 811
Inventories.............................................. -- 1,322
Prepaid expenses and other current assets................ 149 681
------- --------
Total current assets................................... 9,413 67,156
Property and equipment, net................................ 26,753 81,968
Investments in affiliates.................................. 2,101 59,082
Goodwill and other intangible assets, net of accumulated
amortization of $47 and $3,997 at December 31, 1996 and
1997, respectively........................................ 820 152,541
Deferred financing costs and other assets, net of
accumulated amortization of $153 and $743 at December 31,
1996 and 1997, respectively .............................. 2,139 10,644
------- --------
$41,226 $371,391
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable......................................... $ 1,048 $ 7,760
Accrued interest......................................... 49 --
Accrued compensation and related benefits................ -- 1,792
Other accrued liabilities................................ 508 2,398
Long-term debt, current maturities....................... 140 --
------- --------
Total current liabilities.............................. 1,745 11,950
Accrued interest........................................... 729 --
Long-term debt, less current maturities.................... 21,912 156,293
Site rental deposits and other liabilities................. 1,500 607
------- --------
Total liabilities...................................... 25,886 168,850
------- --------
Commitments and contingencies (Note 11)
Redeemable preferred stock, $.01 par value; 6,435,228
shares authorized:
Senior Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--657,495
(stated at redemption value; aggregate liquidation value
of $0 and $68,916, respectively)........................ -- 67,948
Series A Convertible Preferred Stock; shares issued:
December 31, 1996--862,455 and December 31, 1997--
1,383,333 (stated at redemption and aggregate
liquidation value)...................................... 5,175 8,300
Series B Convertible Preferred Stock; 864,568 shares
issued (stated at redemption and aggregate liquidation
value).................................................. 10,375 10,375
Series C Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--3,529,832
(stated at redemption and aggregate liquidation value).. -- 74,126
------- --------
Total redeemable preferred stock....................... 15,550 160,749
------- --------
Stockholders' equity (deficit):
Common stock, $.01 par value; 11,511,109 shares
authorized:
Class A Common Stock; shares issued: December 31, 1996--
270,000 and December 31, 1997--208,313 ................ 3 2
Class B Common Stock; shares issued: December 31, 1996--
297,666 and December 31, 1997 -- 1,873,433 ............ 3 19
Additional paid-in capital............................... 762 58,248
Cumulative foreign currency translation adjustment....... -- 562
Accumulated deficit...................................... (978) (17,039)
------- --------
Total stockholders' equity (deficit) .................. (210) 41,792
------- --------
$41,226 $371,391
======= ========

See notes to consolidated financial statements.

F-11

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)

YEARS ENDED DECEMBER 31,
-----------------------------
1995 1996 1997
------- ------- --------

Net revenues:
Site rental.................................. $ 4,052 $ 5,615 $ 11,010
Network services and other................... 6 592 20,395
------- ------- --------
4,058 6,207 31,405
------- ------- --------
Operating expenses:
Costs of operations (exclusive of deprecia-
tion and amortization):
Site rental................................. 1,226 1,292 2,213
Network services and other.................. -- 8 13,137
General and administrative................... 729 1,678 6,824
Corporate development........................ 204 1,324 5,731
Depreciation and amortization................ 836 1,242 6,952
------- ------- --------
2,995 5,544 34,857
------- ------- --------
Operating income (loss)........................ 1,063 663 (3,452)
Other income (expense):
Equity in losses of unconsolidated affili-
ate......................................... -- -- (1,138)
Interest and other income.................... 53 193 1,951
Interest expense and amortization of deferred
financing costs............................. (1,137) (1,803) (9,254)
------- ------- --------
Loss before income taxes....................... (21) (947) (11,893)
Provision for income taxes..................... -- (10) (49)
------- ------- --------
Net loss....................................... (21) (957) (11,942)
Dividends on Senior Convertible Preferred
Stock......................................... -- -- (2,199)
------- ------- --------
Net loss after deduction of dividends on Senior
Convertible Preferred Stock................... $ (21) $ (957) $(14,141)
======= ======= ========
Loss per common share:
Basic........................................ $
========
Diluted...................................... $
========
Common shares outstanding (in thousands):
Basic........................................
========
Diluted......................................
========

See notes to consolidated financial statements.

F-12

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER 31,
--------------------------
1995 1996 1997
------- ------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.......................................... $ (21) $ (957) $(11,942)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation and amortization.................... 836 1,242 6,952
Amortization of deferred financing costs and
discount on long-term debt...................... 36 55 2,159
Equity in losses of unconsolidated affiliate..... -- -- 1,138
Changes in assets and liabilities, excluding the
effects of acquisitions:
Increase in accounts payable.................... 406 323 1,824
Decrease (increase) in receivables.............. (226) (1,695) 1,353
Increase in inventories, prepaid expenses and
other assets................................... (63) (23) (1,472)
Increase (decrease) in accrued interest......... 472 306 (396)
Increase (decrease) in other liabilities........ 232 219 (240)
------- ------- --------
Net cash provided by (used for) operating
activities.................................... 1,672 (530) (624)
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in affiliates......................... -- (2,101) (59,487)
Acquisitions of businesses, net of cash acquired.. (16,512) (10,925) (33,962)
Capital expenditures.............................. (161) (890) (18,035)
------- ------- --------
Net cash used for investing activities......... (16,673) (13,916) (111,484)
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.......... 6,168 -- 150,010
Proceeds from issuance of capital stock........... 5,072 10,503 139,867
Principal payments on long-term debt.............. -- (130) (113,881)
Incurrence of financing costs..................... (343) (180) (7,798)
Net borrowings (payments) under revolving credit
agreements....................................... 4,700 11,000 (6,223)
Purchase of capital stock......................... -- -- (2,132)
------- ------- --------
Net cash provided by financing activities...... 15,597 21,193 159,843
------- ------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS.......... 596 6,747 47,735
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..... -- 596 7,343
------- ------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR........... $ 596 $ 7,343 $ 55,078
======= ======= ========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Conversion of stockholder's Convertible Secured
Subordinated Notes to Series A Convertible
Preferred Stock.................................. $ 743 $ -- $ 3,657
Amounts recorded in connection with acquisitions
(see Note 2):
Fair value of net assets acquired, including
goodwill and other intangible assets............ 17,801 10,958 197,235
Issuance of long-term debt....................... 762 -- 78,102
Assumption of long-term debt..................... 295 -- 27,982
Issuance of Class B Common Stock................. -- -- 57,189
Amounts due to seller............................ 232 33 --
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................... $ 628 $ 1,442 $ 7,533
Income taxes paid................................. -- -- 26

See notes to consolidated financial statements.

F-13

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

CUMULATIVE
CLASS A CLASS B FOREIGN
COMMON STOCK COMMON STOCK ADDITIONAL CURRENCY
------------------- --------------------- PAID-IN TRANSLATION ACCUMULATED
SHARES ($.01 PAR) SHARES ($.01 PAR) CAPITAL ADJUSTMENT DEFICIT TOTAL
------- ---------- --------- ---------- ---------- ----------- ----------- -------

Balance, January 1,
1995................... -- $ -- -- $ -- $ -- $ -- $ -- $ --
Issuances of capital
stock................. 270,000 3 286,666 3 634 -- -- 640
Net loss............... -- -- -- -- -- -- (21) (21)
------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1995................... 270,000 3 286,666 3 634 -- (21) 619
Issuances of capital
stock................. -- -- 11,000 -- 128 -- -- 128
Net loss............... -- -- -- -- -- -- (957) (957)
------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1996................... 270,000 3 297,666 3 762 -- (978) (210)
Issuances of capital
stock................. -- -- 1,645,767 17 57,696 -- -- 57,713
Purchase of capital
stock................. (61,687) (1) (70,000) (1) (210) -- (1,920) (2,132)
Foreign currency
translation
adjustments........... -- -- -- -- -- 562 -- 562
Dividends on Senior
Convertible Preferred
Stock................. -- -- -- -- -- -- (2,199) (2,199)
Net loss............... -- -- -- -- -- -- (11,942) (11,942)
------- ---- --------- ---- ------- ---- -------- -------
Balance, December 31,
1997................... 208,313 $ 2 1,873,433 $ 19 $58,248 $562 $(17,039) $41,792
======= ==== ========= ==== ======= ==== ======== =======

See notes to consolidated financial statements.

F-14

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Crown Castle
International Corp. and its wholly owned subsidiaries, collectively referred
to herein as the "Company." All significant intercompany balances and
transactions have been eliminated in consolidation. Certain reclassifications
have been made to the prior year's financial statements to be consistent with
the presentation in the current year.

The Company (a Delaware corporation) was organized on April 20, 1995. On
April 27, 1995, the stockholders of Castle Tower Corporation ("CTC")
contributed all of the outstanding shares of CTC's stock to the Company in
exchange for shares of the Company's stock. CTC (a Delaware corporation) was
organized on December 21, 1994 and began operations on January 1, 1995. The
Company and CTC have treated this exchange of securities as a reorganization
of entities under common control. As such, the transaction has been accounted
for as if it were a pooling of interests on January 1, 1995.

The Company owns, operates and manages wireless transmission towers and
rooftop sites, and also provides an array of related infrastructure and
network support services to the wireless communications and radio and
television broadcasting industries. The Company's primary business focus is
the leasing of antenna space on multiple tenant towers and rooftops to a
variety of wireless communications carriers under long-term lease contracts.
The Company's transmission towers and rooftop sites are located throughout the
United States and in Puerto Rico.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as of the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents

Cash equivalents consist of highly liquid investments with original
maturities of three months or less.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation is computed utilizing the straight-line method at rates based
upon the estimated useful lives of the various classes of assets. Additions,
renewals and improvements are capitalized, while maintenance and repairs are
expensed. Upon the sale or retirement of an asset, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
recognized.

F-15

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

an asset may not be recoverable. SFAS 121 was effective for fiscal years
beginning after December 15, 1995. The adoption of SFAS 121 by the Company in
1996 did not have a material impact on its consolidated financial statements.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets represents the excess of the purchase
price for an acquired business over the allocated value of the related net
assets (see Note 2). Goodwill is amortized on a straight-line basis over a
twenty year life. Other intangible assets (principally the value of existing
site rental contracts at Crown Communications) are amortized on a straight-
line basis over a ten year life. The carrying value of goodwill and other
intangible assets will be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of the acquired assets may
not be recoverable. If the sum of the estimated future cash flows
(undiscounted) expected to result from the use and eventual disposition of an
asset is less than the carrying amount of the asset, an impairment loss is
recognized. Measurement of an impairment loss is based on the fair value of
the asset.

Deferred Financing Costs

Costs incurred to obtain financing are deferred and amortized over the
estimated term of the related borrowing. At December 31, 1997, other accrued
liabilities includes $1,160,000 of such costs related to the issuance of the
Company's 10 5/8% Senior Discount Notes.

Revenue Recognition

Site rental revenues are recognized on a monthly basis under lease or
management agreements with terms ranging from 12 months to 25 years.

Network services revenues from site development, construction and antennae
installation activities are recognized under a method which approximates the
completed contract method. This method is used because these services are
typically completed in three months or less and financial position and results
of operations do not vary significantly from those which would result from use
of the percentage-of-completion method. These services are considered complete
when the terms and conditions of the contract or agreement have been
substantially completed. Costs and revenues associated with installations not
complete at the end of a period are deferred and recognized when the
installation becomes operational. Any losses on contracts are recognized at
such time as they become known.

Network services revenues from site selection and acquisition activities are
recognized under service contracts with customers which provide for billings
on a time and materials, cost plus profit, or fixed price basis. Such
contracts typically have terms from six months to two years. Revenues are
recognized as services are performed with respect to the time and materials
contracts. Revenues are recognized using the percentage-of-completion method
for cost plus profit and fixed price contracts, measured by the percentage of
contract costs incurred to date compared to estimated total contract costs.
Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined.

Corporate Development Expenses

Corporate development expenses represent costs incurred in connection with
acquisitions and development of new business initiatives.

Income Taxes

The Company accounts for income taxes using an asset and liability approach,
which requires the recognition of deferred income tax assets and liabilities
for the expected future tax consequences of events that

F-16

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

have been recognized in the Company's financial statements or tax returns.
Deferred income tax assets and liabilities are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates.

Per Share Information

Per share information is based on the weighted-average number of common
shares outstanding during each period for the basic computation and, if
dilutive, the weighted-average number of potential common shares resulting
from the assumed conversion of outstanding stock options, warrants and Senior
Convertible Preferred Stock for the diluted computation. Stock options granted
by the Company prior to the filing of its Registration Statement (see Note 14)
at an exercise price deemed to be less than the fair market value of the stock
at the grant date ("nominal issuances") have been included in the calculation
of weighted-average shares for the basic computation. Calculations of the
weighted-average number of common shares are based on the conversion of all of
the Company's existing preferred and common stock (other than the Senior
Convertible Preferred Stock) into a single class of common stock upon
consummation of the Company's proposed initial public offering (see Note 14).

A reconciliation of the numerators and denominators of the basic and diluted
per share computations is as follows for the year ended December 31, 1997 (in
thousands of dollars, except per share amounts):

Net loss......................................................... $(11,942)
Dividends on Senior Convertible Preferred Stock.................. (2,199)
--------
Net loss applicable to common stock for basic and diluted compu-
tations......................................................... $(14,141)
========
Common shares outstanding (in thousands):
Weighted-average number of common shares outstanding during the
period.........................................................
Nominal issuances of stock options..............................
--------
Common shares outstanding for basic and diluted computations....
========
Loss per common share:
Basic........................................................... $
========
Diluted......................................................... $
========

The calculations of common shares outstanding for the diluted computations
exclude the following potential common shares as of December 31, 1997: (i)
options to purchase shares of common stock at exercise prices ranging
from $ to $ per share; (ii) warrants to purchase shares of common
stock at an exercise price of $ per share; and (iii) shares of Senior
Convertible Preferred Stock which are convertible into shares of common
stock. The inclusion of such potential common shares in the diluted per share
computations would be antidilutive since the Company incurred a net loss for
the year ended December 31, 1997.

Financial Instruments

The carrying amount of cash and cash equivalents approximates fair value for
these instruments. The estimated fair value of the 10 5/8% Senior Discount
Notes is based on quoted market prices, and the estimated fair value of the
Convertible Secured Subordinated Notes is based on the most recent price at
which shares of the Company's stock were sold (see Note 5). The estimated fair
value of the other long-term debt is determined based on the current rates
offered for similar borrowings. The estimated fair value of the interest rate
swap agreement is based on the amount that the Company would receive or pay to
terminate the agreement at the

F-17

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

balance sheet date. The estimated fair values of the Company's financial
instruments, along with the carrying amounts of the related assets
(liabilities), are as follows:

DECEMBER 31, 1996 DECEMBER 31, 1997
------------------ --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- -------- --------- ---------
(IN THOUSANDS OF DOLLARS)

Cash and cash equivalents.......... $ 7,343 $ 7,343 $ 55,078 $ 55,078
Long-term debt..................... (22,052) (25,736) (156,293) (161,575)
Interest rate swap agreement....... -- -- -- (97)

The Company's interest rate swap agreement is used to manage interest rate
risk. The net settlement amount resulting from this agreement is recognized as
an adjustment to interest expense. The Company does not hold or issue
derivative financial instruments for trading purposes.

Stock Options

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS 123
establishes alternative methods of accounting and disclosure for employee
stock-based compensation arrangements. The Company has elected to continue the
use of the "intrinsic value based method" of accounting for its employee stock
option plan (see Note 8). This method does not result in the recognition of
compensation expense when employee stock options are granted if the exercise
price of the options equals or exceeds the fair market value of the stock at
the date of grant. See Note 8 for the disclosures required by SFAS 123.

Recent Accounting Pronouncements

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 128, Earnings per Share ("SFAS 128"). SFAS 128 establishes new
standards for computing and presenting earnings per share ("EPS") amounts for
companies with publicly held common stock or potential common stock. The new
standards require the presentation of both basic and diluted EPS amounts for
companies with complex capital structures. Basic EPS is computed by dividing
income available to common stockholders by the weighted-average number of
common shares outstanding for the period, and excludes the effect of
potentially dilutive securities (such as options, warrants and convertible
securities) which are convertible into common stock. Dilutive EPS reflects the
potential dilution from such convertible securities. SFAS 128 is effective for
periods ending after December 15, 1997. The Company has adopted the
requirements of SFAS 128 in its financial statements for the year ended
December 31, 1997.

In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, Disclosure of Information about Capital Structure ("SFAS
129"). SFAS 129 establishes standards for disclosing information about a
company's outstanding debt and equity securities and eliminates exemptions
from such reporting requirements for nonpublic companies. SFAS 129 is
effective for periods ending after December 15, 1997. The Company has adopted
the requirements of SFAS 129 in its financial statements for the year ended
December 31, 1996.

F-18

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

and losses on certain investments in debt and equity securities. The
components of comprehensive income must be reported in a financial statement
that is displayed with the same prominence as other financial statements. SFAS
130 is effective for fiscal years beginning after December 15, 1997. The
Company will adopt the requirements of SFAS 130 in 1998.

2. ACQUISITIONS

During the three years in the period ended December 31, 1997, the Company
consummated a number of business acquisitions which were accounted for using
the purchase method. Results of operations and cash flows of the acquired
businesses are included in the consolidated financial statements for the
periods subsequent to the respective dates of acquisition.

Pittencrieff Communications, Inc. ("PCI")

From January 9, 1995 through November 1, 1995, the Company acquired 127
telecommunications towers and related assets, net of certain outstanding
liabilities, from PCI. The total purchase price of $16,179,000 consisted of
$15,122,000 in cash, a note payable to PCI for $762,000 and the assumption of
a note payable to a third party for $295,000.

The Company entered into a license agreement with PCI under which PCI leases
space on certain of the towers for its telecommunications equipment. This
license agreement was assumed by Nextel Communications, Inc. ("Nextel") upon
its acquisition of PCI in 1997. The license agreement commenced on January 1,
1995 and expires on December 31, 2008, at which time Nextel has the option to
renew the license agreement for an additional three year term.

The Company also entered into a management agreement with PCI under which
PCI managed the towers for the Company. The term of this management agreement
was for one year commencing on January 1, 1995. The Company paid a management
fee to PCI equal to 15% of the revenues generated by the towers. Such
management fees amounted to $553,000 for the year ended December 31, 1995. The
Company began managing the towers on January 1, 1996.

Spectrum Engineering Company ("Spectrum")

On October 30, 1995, the Company acquired substantially all of the property
and equipment of Spectrum for $1,185,000 in cash. Spectrum provides management
services for building rooftop antenna sites. The Company recognized goodwill
of $870,000 in connection with this acquisition.

Motorola, Inc. ("Motorola")

On June 28, 1996, the Company acquired fifteen telecommunications towers and
related assets, and assets related to specialized mobile radio and microwave
services, from Motorola in Puerto Rico. The purchase price consisted of
$9,919,000 in cash. Motorola provided certain management services related to
these assets for a period of ninety days after the closing date. Management
fees for such services amounted to $57,000 for the year ended December 31,
1996.

F-19

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Other Acquisitions

During 1995 and 1996, the Company acquired a number of other
telecommunications towers and related equipment from various sellers. The
aggregate total purchase price for these acquisitions of $1,476,000 consisted
of $1,211,000 in cash and a $265,000 payable to a seller.

TEA Group Incorporated and TeleStructures, Inc. (collectively, "TEA")

On May 12, 1997, the Company acquired all of the common stock of TEA. TEA
provides telecommunications site selection, acquisition, design and
development services. The purchase price of $14,215,000 consisted of
$8,120,000 in cash (of which $2,001,000 was paid in 1996 as an option
payment), promissory notes payable to the former stockholders of TEA totaling
$1,872,000, the assumption of $1,973,000 in outstanding debt and 107,142
shares of the Company's Class B Common Stock valued at $2,250,000 (the
estimated fair value of such common stock on that date). The Company
recognized goodwill of $9,568,000 in connection with this acquisition. The
Company repaid the promissory notes with a portion of the proceeds from the
issuance of its 10 5/8% Senior Discount Notes (see Note 5).

Crown Communications ("CCM"), Crown Network Systems, Inc. ("CNS") and Crown
Mobile Systems, Inc. ("CMS") (collectively, "Crown")

On July 11, 1997, the Company entered into an asset purchase and merger
agreement with the owners of Crown. On August 15, 1997, such agreement was
amended and restated, and the Company acquired (i) substantially all of the
assets, net of outstanding liabilities, of CCM and (ii) all of the outstanding
common stock of CNS and CMS. Crown provides network services, which includes
site selection and acquisition, antenna installation, site development and
construction, network design and site maintenance, and owns and operates
telecommunications towers and related assets. The purchase price of
$185,021,000 consisted of $27,843,000 in cash, a short-term promissory note
payable to the former owners of Crown for $76,230,000, the assumption of
$26,009,000 in outstanding debt and 1,465,000 shares of the Company's Class B
Common Stock valued at $54,939,000 (the estimated fair value of such common
stock on that date). The Company recognized goodwill and other intangible
assets of $146,103,000 in connection with this acquisition. The Company
financed the cash portion of the purchase price with proceeds from the
issuance of redeemable preferred stock (see Note 7), and repaid the promissory
note with proceeds from the issuance of additional redeemable preferred stock
and borrowings under the Senior Credit Facility (see Note 5).

In 1997, the Company organized Crown Communication Inc. ("CCI," a Delaware
corporation) as a wholly owned subsidiary to own the net assets acquired from
CCM and the common stock of CNS and CMS. In January 1998, the Company merged
CTC with and into CCI, establishing CCI as the principal operating subsidiary
of the Company.

F-20

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Pro Forma Results of Operations (Unaudited)

The following unaudited pro forma summary presents consolidated results of
operations for the Company as if (i) the Motorola and other acquisitions had
been consummated on January 1, 1996 and (ii) the TEA and Crown acquisitions
and the investment in Castle Transmission Services (Holdings) Ltd ("CTI") had
been consummated as of January 1 for both 1996 and 1997. Appropriate
adjustments have been reflected for depreciation and amortization, interest
expense, amortization of deferred financing costs, income taxes and certain
nonrecurring income and expenses recorded by the Company in connection with
the investment in CTI (see Note 4). The pro forma information does not
necessarily reflect the actual results that would have been achieved, nor is
it necessarily indicative of future consolidated results for the Company.

YEARS ENDED
DECEMBER 31,
--------------------------
1996 1997
------------ ------------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE AMOUNTS)

Net revenues........................................ $ 45,480 $ 56,851
Net loss............................................ (14,475) (16,082)
Loss per share:
Basic.............................................
Diluted...........................................

Agreement with Nextel

On July 11, 1997, the Company entered into an agreement with Nextel (the
"Nextel Agreement") whereby the Company has the option to purchase up to 50 of
Nextel's existing towers which are located in Texas, Florida and the
metropolitan areas of Denver, Colorado and Philadelphia, Pennsylvania. As of
February 20, 1998, the Company had purchased 36 of such towers for an
aggregate price of $8,383,000 in cash. In addition, the Nextel Agreement
provides the Company with the option to construct or purchase up to 250 new
towers for Nextel in various geographic corridors.

3. PROPERTY AND EQUIPMENT

The major classes of property and equipment are as follows:

DECEMBER 31,
ESTIMATED --------------------------
USEFUL LIVES 1996 1997
------------ ------------ ------------
(IN THOUSANDS OF DOLLARS)

Land.............................. $ 125 $ 1,053
Telecommunications towers ........ 5-20 years 24,295 72,834
Transportation and other equip-
ment............................. 5-10 years -- 4,379
Telecommunications equipment...... 20 years 3,690 4,013
Office furniture and equipment.... 5-7 years 612 4,541
------------ ------------
28,722 86,820
Less: accumulated depreciation.... (1,969) (4,852)
------------ ------------
$ 26,753 $ 81,968
============ ============

Depreciation expense for the years ended December 31, 1996 and 1997 was
$1,151,000 and $2,886,000, respectively. Accumulated depreciation on
telecommunications towers and related equipment was $1,820,000 and $3,850,000
at December 31, 1996 and 1997, respectively. At December 31, 1997, minimum
rentals receivable under existing operating leases for towers are as follows:
years ending December 31, 1998--$15,307,000; 1999--$13,614,000; 2000--
$12,270,000; 2001--$10,108,000; 2002--$3,442,000; thereafter--$3,195,000.

F-21

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. INVESTMENTS IN AFFILIATES

Investment in Castle Transmission Services (Holdings) Ltd ("CTI")

On February 28, 1997, the Company used a portion of the net proceeds from
the sale of the Series C Convertible Preferred Stock (see Note 7) to purchase
an ownership interest of approximately 34.3% in CTI (a company incorporated
under the laws of England and Wales). The Company led a consortium of
investors which provided the equity financing for CTI. The funds invested by
the consortium were used by CTI to purchase, through a wholly owned
subsidiary, the domestic broadcast transmission division of the British
Broadcasting Corporation (the "BBC"). The cost of the Company's investment in
CTI amounted to approximately $57,542,000. The Company accounts for its
investment in CTI utilizing the equity method of accounting.

In March 1997, as compensation for leading the investment consortium, the
Company received a fee from CTI amounting to approximately $1,165,000. This
fee was recorded as other income by the Company when received. In addition,
the Company received approximately $1,679,000 from CTI as reimbursement for
costs incurred prior to the closing of the purchase from the BBC. At December
31, 1996, approximately $953,000 of such reimbursable costs are included in
other receivables on the Company's consolidated balance sheet.

The Company receives a monthly service fee from CTI of approximately $33,000
as compensation for certain management services. This fee is included in
network services and other revenues on the Company's consolidated statement of
operations.

CTI uses the British pound as the functional currency for its operations.
The Company translates its equity in the earnings and losses of CTI using the
average exchange rate for the period, and translates its investment in CTI
using the exchange rate at the end of the period. The cumulative effect of
changes in the exchange rate is recorded as a translation adjustment in
stockholders' equity.

In June 1997, as compensation for the successful completion of the
investment in CTI and certain other acquisitions and investments, the Company
paid bonuses to two of its executive officers totaling $913,000. These bonuses
are included in corporate development expenses on the Company's consolidated
statement of operations.

F-22

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Summarized financial information for CTI is as follows:

DECEMBER 31,
1997
-------------------------
(IN THOUSANDS OF DOLLARS)

Current assets................................... $ 37,510
Property and equipment, net...................... 341,737
Goodwill, net.................................... 76,029
--------
$455,276
========
Current liabilities.............................. $ 48,103
Long-term debt................................... 237,299
Other liabilities................................ 3,453
Redeemable preferred stock....................... 174,944
Stockholders' equity (deficit)................... (8,523)
--------
$455,276
========

TEN MONTHS ENDED
DECEMBER 31,
1997
-------------------------
(IN THOUSANDS OF DOLLARS)

Net revenues..................................... $103,531
Operating expenses............................... 86,999
--------
Operating income................................. 16,532
Interest income.................................. 553
Interest expense and amortization of deferred fi-
nancing costs................................... (20,404)
Provision for income taxes....................... --
--------
Net loss......................................... $ (3,319)
========

Investment in Visual Intelligence Systems, Inc. ("VISI")

On June 23, 1997, the Company made an investment in VISI of $2,000,000 (of
which $100,000 was paid in 1996). VISI intends to provide computerized
geographic information for a variety of business applications, including the
acquisition and design of telecommunications sites. The Company's investment
was made in the form of 15,000 shares of VISI's common stock at a price of
$2.00 per share, along with a Convertible Subordinated Note for $1,970,000
(the "VISI Note"). The VISI Note is convertible (at the option of the Company)
into shares of VISI's common stock at a conversion price of $2.00 per share,
bears interest at 7.11% per year and is due on May 31, 2007. The 15,000 shares
of common stock purchased by the Company represent an ownership interest of
approximately 1.14% in VISI. The Company accounts for its investment in VISI's
common stock utilizing the cost method of accounting.

F-23

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of the following:

DECEMBER 31,
-----------------
1996 1997
------- --------
(IN THOUSANDS OF
DOLLARS)

Senior Credit Facility................................... $ -- $ 4,700
Bank Credit Agreement:
Revolving Credit Facility.............................. 15,700 --
Term Note.............................................. 2,300 --
10 5/8% Senior Discount Notes due 2007, net of discount.. -- 151,593
Promissory Note payable to PCI........................... 632 --
Convertible Secured Subordinated Notes payable to stock-
holder.................................................. 3,125 --
Other.................................................... 295 --
------- --------
22,052 156,293
Less: current maturities................................. (140) --
------- --------
$21,912 $156,293
======= ========

Bank Credit Agreement and Senior Credit Facility

On April 26, 1995, CTC entered into a credit agreement with a bank (as
amended, the "Bank Credit Agreement"). The Bank Credit Agreement consisted of
secured revolving lines of credit (the "Revolving Credit Facility") and a
$2,300,000 term note (the "Term Note"). On January 17, 1997, the Bank Credit
Agreement was amended to: (i) increase the available borrowings under the
Revolving Credit Facility to $50,000,000; (ii) repay the Term Note, along with
accrued interest thereon, with borrowings under the Revolving Credit Facility;
and (iii) extend the termination date for the Bank Credit Agreement to
December 31, 2003. Available borrowings under the Revolving Credit Facility
were generally to be used to construct new towers and to finance a portion of
the purchase price for towers and related assets. The amount of available
borrowings was determined based on the current financial performance (as
defined) of: (i) the assets to be acquired; and (ii) assets acquired in
previous acquisitions. In addition, up to $5,000,000 of borrowing availability
under the Revolving Credit Facility could be used for letters of credit.

In October 1997, the Bank Credit Agreement was amended to (i) increase the
available borrowings to $100,000,000; (ii) include the lending bank under
Crown's bank credit agreement as a participating lender; and (iii) extend the
maturity date to December 31, 2004 (as amended, the "Senior Credit Facility").
On October 31, 1997, additional borrowings under the Senior Credit Facility,
along with the proceeds from the October issuance of Senior Preferred Stock
(see Note 7), were used to repay (i) the promissory note payable to the former
stockholders of Crown and (ii) the outstanding borrowings under Crown's bank
credit agreement (see Note 2). The Company repaid all of the outstanding
borrowings under the Senior Credit Facility with a portion of the proceeds
from the issuance of its 10 5/8% Senior Discount Notes (as discussed below).
As of December 31, 1997, approximately $93,600,000 of borrowings was available
under the Senior Credit Facility, of which $5,000,000 was available for
letters of credit. There were no letters of credit outstanding as of December
31, 1997. Upon the merger of CTC into CCI in January 1998, CCI became the
primary borrower under the Senior Credit Facility.

The amount of available borrowings under the Senior Credit Facility will
decrease by $5,000,000 at the end of each calendar quarter beginning on March
31, 2001 until December 31, 2004, at which time any remaining borrowings must
be repaid. Under certain circumstances, CCI may be required to make principal
prepayments under the Senior Credit Facility in an amount equal to 50% of
excess cash flow (as defined), the net cash proceeds from certain asset sales
or the net cash proceeds from certain sales of equity or debt securities by
the Company.

F-24

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The Senior Credit Facility is secured by substantially all of the assets of
the Company's subsidiaries and the Company's pledge of the capital stock of
its subsidiaries. In addition, the Senior Credit Facility is guaranteed by the
Company. As of December 31, 1997, borrowings under the Senior Credit Facility
bear interest at a rate per annum, at the Company's election, equal to the
bank's prime rate plus 1.5% or a Eurodollar interbank offered rate (LIBOR)
plus 3.25% (10.0% and 8.98%, respectively, at December 31, 1997). The interest
rate margins may be reduced by up to 2.25% (non-cumulatively) based on a
financial test, determined quarterly. As of December 31, 1997, the financial
test permitted a reduction of 1.5% in the interest rate margin for prime rate
borrowings and 2.25% in the interest rate margin for LIBOR borrowings.
Interest on prime rate loans is due quarterly, while interest on LIBOR loans
is due at the end of the period (from one to three months) for which such
LIBOR rate is in effect. The Senior Credit Facility requires CCI to maintain
certain financial covenants and places restrictions on CCI's ability to, among
other things, incur debt and liens, pay dividends, make capital expenditures,
dispose of assets, undertake transactions with affiliates and make
investments.

10 5/8% Senior Discount Notes due 2007 (the "Notes")

On November 25, 1997, the Company issued $251,000,000 aggregate principal
amount of the Notes for cash proceeds of $150,010,000 (net of original issue
discount). The Company used a portion of the net proceeds from the sale of the
Notes to (i) repay all of the outstanding borrowings, including accrued
interest thereon, under the Senior Credit Facility; (ii) repay the promissory
notes payable, including accrued interest thereon, to the former stockholders
of TEA (see Note 2); (iii) repay the Promissory Note payable, including
accrued interest thereon, to PCI; and (iv) repay outstanding installment debt
assumed in connection with the Crown acquisition (see Note 2).

The Notes will not pay any interest until May 15, 2003, at which time semi-
annual interest payments will commence and become due on each May 15 and
November 15 thereafter. The maturity date of the Notes is November 15, 2007.
The Notes are net of unamortized discount of $99,407,000 at December 31, 1997.

The Notes are redeemable at the option of the Company, in whole or in part,
on or after November 15, 2002 at a price of 105.313% of the principal amount
plus accrued interest. The redemption price is reduced annually until November
15, 2005, after which time the Notes are redeemable at par. Prior to November
15, 2000, the Company may redeem up to 35% of the aggregate principal amount
of the Notes, at a price of 110.625% of the accreted value thereof, with the
net cash proceeds from a public offering of the Company's common stock.

The Notes are senior indebtedness of the Company; however, they are
unsecured and effectively subordinate to the liabilities of the Company's
subsidiaries, which include outstanding borrowings under the Senior Credit
Facility. The indenture governing the Notes (the "Indenture") places
restrictions on the Company's ability to, among other things, pay dividends
and make capital distributions, make investments, incur additional debt and
liens, issue additional preferred stock, dispose of assets and undertake
transactions with affiliates. As of December 31, 1997, the Company was
precluded from paying dividends on its capital stock under the terms of the
Indenture.

Reporting Requirements Under the Indenture (Unaudited)

As of December 31, 1997, the Company does not have any Unrestricted
Subsidiaries (as defined in the Indenture). The following information (as such
capitalized terms are defined in the Indenture) is presented solely for the
purpose of measuring compliance with respect to the terms of the Indenture;
such information is not intended as an alternative measure of operating
results or cash flow from operations (as determined in accordance

F-25

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

with generally accepted accounting principles). Furthermore, the Company's
measure of the following information may not be comparable to similarly titled
measures of other companies.

(IN
THOUSANDS
OF
DOLLARS)
---------

Tower Cash Flow, for the three months ended December 31, 1997.... $ 3,118
========
Consolidated Cash Flow, for the twelve months ended December 31,
1997............................................................ $ 13,150
Less: Tower Cash Flow, for the twelve months ended December 31,
1997............................................................ (10,625)
Plus: four times Tower Cash Flow, for the three months ended De-
cember 31, 1997................................................. 12,472
--------
Adjusted Consolidated Cash Flow, for the twelve months ended De-
cember 31, 1997................................................. $ 14,997
========

Promissory Note Payable to PCI

This note bore interest at a rate of 8% per annum, called for equal annual
payments of principal and interest and was secured by the tower sites
purchased from PCI. The Company repaid this note with a portion of the
proceeds from the issuance of its 10 5/8% Senior Discount Notes (as discussed
above).

Convertible Secured Subordinated Notes Payable to Stockholder

These notes accrued interest at a rate of 8% per annum, payable at maturity,
and were secured by substantially all of CTC's assets. The notes provided that
the holder had the option, at any time, to convert such notes, in whole or in
part, into shares of the Company's Series A Convertible Preferred Stock at a
conversion price of $6.00 per share. On April 27, 1995, a portion of the notes
with aggregate principal balances of $743,000 was converted into 123,742
shares of the Company's stock and the related accrued interest was paid to the
holder. On February 24, 1997, the remaining $3,125,000 principal amount of the
notes was converted into 520,878 shares of the Company's stock and, by mutual
agreement with the holder, the related accrued interest was forfeited. Upon
conversion of the notes, the principal amount and the forfeited interest were
accounted for as increases to redeemable preferred stock and additional paid-
in capital, respectively.

Restricted Net Assets of Subsidiaries

Under the terms of the Senior Credit Facility, the Company's subsidiaries
are limited in the amount of dividends which can be paid to the Company. The
amount of such dividends is limited to (i) $6,000,000 per year until October
31, 2002, and $33,000,000 per year thereafter, and (ii) an amount to pay
income taxes attributable to the Company's subsidiaries. The restricted net
assets of the Company's subsidiaries totaled $232,229,000 at December 31,
1997.

Interest Rate Swap Agreement

The interest rate swap agreement has an outstanding notional amount of
$17,925,000 at January 29, 1997 (inception) and terminates on February 24,
1999. The Company pays a fixed rate of 6.28% on the notional amount and
receives a floating rate based on LIBOR. This agreement effectively changes
the interest rate on $17,925,000 of borrowings under the Senior Credit
Facility from a floating rate to a fixed rate of 6.28% plus the applicable
margin. The Company does not believe there is any significant exposure to
credit risk due to the creditworthiness of the counterparty. In the event of
nonperformance by the counterparty, the Company's loss would be limited to any
unfavorable interest rate differential.

F-26

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES

The provision for income taxes consists of the following:

YEARS ENDED DECEMBER 31,
------------------------
1995 1996 1997
-------- -------- ----------
(IN THOUSANDS OF DOLLARS)

Current:
Puerto Rico................................ $ -- $ 10 $ 49
====== ======== ==========

A reconciliation between the provision for income taxes and the amount
computed by applying the federal statutory income tax rate to the loss before
income taxes is as follows:

YEARS ENDED DECEMBER 31,
------------------------
1995 1996 1997
-------- -------- ----------
(IN THOUSANDS OF DOLLARS)

Benefit for income taxes at statutory rate... $ (7) $ (322) $(4,044)
Amortization of intangible assets ........... -- -- 478
Puerto Rico taxes............................ -- 10 49
Expenses for which no federal tax benefit was
recognized.................................. 5 5 28
Changes in valuation allowances.............. 2 315 3,650
Other........................................ -- 2 (112)
------ -------- ----------
$ -- $ 10 $ 49
====== ======== ==========

The components of the net deferred income tax assets and liabilities are as
follows:

DECEMBER 31,
---------------------------
1996 1997
------------ -------------
(IN THOUSANDS OF DOLLARS)

Deferred income tax liabilities:
Property and equipment........................ $ 1,307 $ 2,487
Intangible assets............................. 49 276
Puerto Rico earnings.......................... -- 75
Other......................................... -- 38
------------ -------------
Total deferred income tax liabilities....... 1,356 2,876
------------ -------------
Deferred income tax assets:
Net operating loss carryforwards.............. 1,639 6,800
Noncompete agreement.......................... 19 37
Receivables allowance......................... 15 6
Valuation allowances.......................... (317) (3,967)
------------ -------------
Total deferred income tax assets, net....... 1,356 2,876
------------ -------------
Net deferred income tax liabilities............. $ -- $ --
============ =============

Valuation allowances of $317,000 and $3,967,000 were recognized to offset
net deferred income tax assets as of December 31, 1996 and 1997, respectively.

At December 31, 1997, the Company has net operating loss carryforwards of
approximately $20,000,000 which are available to offset future federal taxable
income. These loss carryforwards will expire in 2010 through 2012. The
utilization of the loss carryforwards is subject to certain limitations.

F-27

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. REDEEMABLE PREFERRED STOCK

In August 1997, the Company issued 292,995 shares of its Senior Convertible
Preferred Stock (the "Senior Preferred Stock") at a price of $100 per share.
The net proceeds received by the Company from the sale of such shares amounted
to approximately $29,266,000, most of which was used to pay the cash portion
of the purchase price for Crown (see Note 2). In October 1997, the Company
issued an additional 364,500 shares of its Senior Preferred Stock at a price
of $100 per share. The net proceeds received by the Company from the sale of
such shares amounted to $36,450,000. This amount, along with borrowings under
the Senior Credit Facility, was used to repay the promissory note from the
Crown acquisition (see Note 2).

The holders of the Senior Preferred Stock are entitled to receive cumulative
dividends at the rate of 12.5% per share, compounded annually. At December 31,
1997, such accrued and unpaid dividends amounted to $2,199,000. Any payment of
such dividends would be in the form of additional shares of Senior Preferred
Stock until such time as the Company is permitted to pay cash dividends on its
capital stock under the terms of the Indenture (see Note 5). At the option of
the holder, each share of Senior Preferred Stock (plus any accrued and unpaid
dividends) is convertible, at any time, into shares of the Company's Class B
Common Stock at a conversion price of $37.54 (subject to adjustment in the
event of an underwritten public offering of the Company's common stock). At
the date of issuance of the Senior Preferred Stock, the Company believes that
its conversion price represents the estimated fair value of the Class B Common
Stock on that date. The holders of the Senior Preferred Stock are entitled to
vote together with the holders of the Company's other preferred stock on an
as-converted basis.

The Company has the one-time right, within one year from the date of
issuance, to redeem 50% of the outstanding shares of Senior Preferred Stock at
a price per share which represents an annualized cumulative rate of return of
18%. If not earlier converted or redeemed, the shares of Senior Preferred
Stock are subject to mandatory redemption by the Company, at a price per share
of $100 plus any accrued and unpaid dividends through that date, upon the
earlier of (i) 91 days after the tenth anniversary date of the issuance of the
Notes; or (ii) May 15, 2008. The Senior Preferred Stock also calls for a
preference, in the event of a liquidation or a change in voting control, equal
to a price per share which represents an annualized cumulative rate of return
of 18%. With respect to dividend, redemption and liquidation preferences, the
rights of the holders of the Senior Preferred Stock are senior to the
Company's other preferred and common stock.

The purchasers of the Senior Preferred Stock were also issued warrants to
purchase an aggregate 262,998 shares of the Company's Class B Common Stock at
an exercise price of $37.54 per share (subject to adjustment in the event of
an underwritten public offering of the Company's common stock). The warrants
are exercisable, in whole or in part, at any time until August and October of
2007. At the date of issuance of the warrants, the Company believes that the
exercise price represents the estimated fair value of the Class B Common Stock
on that date. As such, the Company has not assigned any value to the warrants
in its consolidated financial statements.

The holders of the Company's Series A Convertible Preferred Stock (the
"Series A Preferred Stock"), the Series B Convertible Preferred Stock (the
"Series B Preferred Stock") and the Series C Convertible Preferred Stock (the
"Series C Preferred Stock") (collectively, the "Series Preferred Stock") are
generally entitled to one vote per share on all matters presented to a vote of
the Company's stockholders. The holders of the Series Preferred Stock are also
entitled to receive dividends, if and when declared, at the same rate as
dividends are declared and paid with respect to the Company's common stock. At
the option of the holder, each share of Series Preferred Stock is convertible,
at any time, into one share of the Company's Class B Common Stock. The
outstanding shares of Series Preferred Stock will automatically convert into
an equal number of shares of Class B Common Stock in the event of an
underwritten public offering of the Company's common stock, subject to certain
conditions.

F-28

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Upon the earlier of (i) 91 days after the tenth anniversary date of the
issuance of the Notes; or (ii) May 15, 2008, the outstanding shares of Series
A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are
redeemable, at the option of the holder, at a price per share of $6.00, $12.00
and $21.00, respectively, plus any accrued and unpaid dividends through the
date of redemption. The Series Preferred Stock also call for liquidation
preferences equal to such respective redemption prices. With respect to
redemption and liquidation preferences, the rights of the holders of the
Series C Preferred Stock and the Series B Preferred Stock are senior to the
Series A Preferred Stock and the common stock, and the rights of the holders
of the Series A Preferred Stock are senior to the common stock.

In February and April of 1997, the Company issued 3,529,832 shares of its
Series C Preferred Stock at a price of $21.00 per share. The net proceeds
received by the Company from the sale of the Series C Preferred Stock amounted
to approximately $74,024,000. A portion of this amount was used to purchase
the ownership interest in CTI (see Note 4).

8. STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

At the option of the holder, each share of the Company's Class A Common
Stock is convertible, at any time, into 1.52315 shares of the Company's Class
B Common Stock. The holders of the Class B Common Stock are entitled to one
vote per share on all matters presented to a vote of the Company's
stockholders, and the holders of the Class A Common Stock are entitled to a
number of votes equivalent to the number of shares of Class B Common Stock
into which their shares of Class A Common Stock are convertible. The holders
of the Class A Common Stock are also entitled to receive dividends, if and
when declared, on an equivalent basis with the holders of the Class B Common
Stock. In the event of an underwritten public offering of its common stock
which results in the conversion of the Preferred Stock (see Note 7), the
Company may, at its option, require that all outstanding shares of Class A
Common Stock be converted into Class B Common Stock.

In March 1997, the Company repurchased, and subsequently retired, 162,958
shares of its common stock from a member of the Company's Board of Directors
at a cost of approximately $3,422,000. Of this amount, $1,311,000 was recorded
as compensation cost and is included in corporate development expense on the
Company's consolidated statement of operations.

F-29

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Stock Options

In 1995, the Company adopted the Crown Castle International Corp. 1995 Stock
Option Plan (as amended, the "1995 Stock Option Plan"). Up to 1,153,000 shares
of the Company's Class B Common Stock are reserved for awards granted to
certain employees, consultants and non-employee directors of the Company and
its subsidiaries or affiliates. These options generally vest over periods of
up to five years from the date of grant (as determined by the Company's Board
of Directors) and have a maximum term of ten years from the date of grant. A
summary of awards granted under the 1995 Stock Option Plan is as follows for
the years ended December 31, 1995, 1996 and 1997:

1995 1996 1997
------------------------ ------------------------ ------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
NUMBER OF AVERAGE NUMBER OF AVERAGE NUMBER OF AVERAGE
SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
--------- -------------- --------- -------------- --------- --------------

Options outstanding at
beginning of year...... -- -- 165,000 $2.65 210,000 4.47
Options granted......... 165,000 $2.65 45,000 11.11 608,500 27.32
Options exercised....... -- -- -- -- (72,625) 2.69
Options forfeited....... -- -- -- -- (7,000) 6.00
------- ------- -------
Options outstanding at
end of year............ 165,000 2.65 210,000 4.47 738,875 23.45
======= ======= =======
Options exercisable at
end of year............ -- -- 144,250 $2.17 145,775 12.45
======= ======= =======

In November 1996, options which were granted in 1995 for the purchase of
138,000 shares were modified such that those options became fully vested. A
summary of options outstanding as of December 31, 1997 is as follows:

WEIGHTED-
AVERAGE
NUMBER OF REMAINING NUMBER OF
EXERCISE OPTIONS CONTRACTUAL OPTIONS
PRICE OUTSTANDING LIFE EXERCISABLE
-------- ----------- ----------- -----------

$ 2.00 69,000 8.0 years 69,000
6.00 18,750 7.9 years 7,750
8.00 10,000 8.4 years 2,500
12.00 35,000 8.8 years 8,750
21.00 343,625 9.5 years 25,275
30.00 65,000 9.8 years 32,500
37.50-37.54 197,500 9.9 years --
------- -------
738,875 9.4 years 145,775
======= =======

F-30

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The weighted-average fair value of options granted during the years ended
December 31, 1995, 1996 and 1997 was $0.43, $2.48 and $6.50, respectively. The
fair value of each option was estimated on the date of grant using the Black-
Scholes option-pricing model and the following weighted-average assumptions
about the options (the minimum value method):

YEARS ENDED DECEMBER 31,
-----------------------------
1995 1996 1997
--------- --------- ---------

Risk-free interest rate........................ 5.3% 6.4% 6.1%
Expected life.................................. 3.2 years 4.0 years 4.5 years
Expected volatility............................ 0% 0% 0%
Expected dividend yield........................ 0% 0% 0%

The exercise prices for options granted during the years ended December 31,
1995, 1996 and 1997 were equal to or in excess of the estimated fair value of
the Company's Class B Common Stock at the date of grant. As such, no
compensation cost was recognized for stock options during those years (see
Note 1). If compensation cost had been recognized for stock options based on
their fair value at the date of grant, the Company's pro forma net loss for
the years ended December 31, 1995, 1996 and 1997 would have been $33,000,
$973,000 and $12,586,000, respectively ($ per share for the year ended
December 31, 1997). The pro forma effect of stock options on the Company's net
loss for those years may not be representative of the pro forma effect for
future years due to the impact of vesting and potential future awards.

Shares Reserved For Issuance

At December 31, 1997, the Company had the following shares reserved for
future issuance:

Class B Common Stock:
Senior Preferred Stock........................................... 1,810,012
Series A Preferred Stock......................................... 1,383,333
Series B Preferred Stock......................................... 864,568
Series C Preferred Stock......................................... 3,529,832
Class A Common Stock............................................. 317,292
1995 Stock Option Plan........................................... 1,153,000
Warrants......................................................... 262,998
---------
9,321,035
=========

9. EMPLOYEE BENEFIT PLANS

The Company and its subsidiaries have various defined contribution savings
plans covering substantially all employees. Depending on the plan, employees
may elect to contribute up to 15% or 20% of their eligible compensation.
Certain of the plans provide for partial matching of such contributions. The
cost to the Company for these plans amounted to $98,000 for the year ended
December 31, 1997.

10. RELATED PARTY TRANSACTIONS

The Company leases office space in a building formerly owned by its Chief
Executive Officer. Lease payments for such office space amounted to $22,000,
$50,000 and $130,000 for the years ended December 31, 1995, 1996 and 1997,
respectively.

Included in other receivables at December 31, 1997 are amounts due from
employees of the Company totaling $499,000.

F-31

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. COMMITMENTS AND CONTINGENCIES

At December 31, 1997, minimum rental commitments under operating leases are
as follows: years ending December 31, 1998--$2,634,000; 1999--$2,483,000;
2000--$2,021,000; 2001--$1,791,000; 2002--$1,131,000; thereafter--$17,228,000.
Rental expense for operating leases was $208,000, $277,000 and $1,712,000 for
the years ended December 31, 1995, 1996 and 1997, respectively.

12. CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and cash equivalents and trade receivables.
The Company mitigates its risk with respect to cash and cash equivalents by
maintaining such deposits at high credit quality financial institutions and
monitoring the credit ratings of those institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications industry. In addition, the Company has
concentrations of operations in certain geographic areas (primarily
Pennsylvania, Texas, New Mexico, Arizona and Puerto Rico). The Company
mitigates its concentrations of credit risk with respect to trade receivables
by actively monitoring the creditworthiness of its customers. Historically,
the Company has not incurred any significant credit related losses.

For the years ended December 31, 1995, 1996 and 1997, the Company's revenues
from PCI and Nextel amounted to $2,566,000, $2,634,000 and $5,998,000,
respectively.

13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Summary quarterly financial information for the years ended December 31,
1996 and 1997 is as follows:

THREE MONTHS ENDED
-------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- ------- ------------ -----------
(IN THOUSANDS OF DOLLARS, EXCEPT PER
SHARE AMOUNTS)

1996:
Net revenues........................ $ 1,221 $1,238 $ 1,846 $ 1,902
Operating income.................... 306 71 196 90
Net loss............................ (32) (280) (243) (402)
1997:
Net revenues........................ $ 1,994 $4,771 $11,481 $13,159
Operating income (loss)............. (1,293) (921) 61 (1,299)
Net loss............................ (443) (1,706) (4,001) (5,792)
Loss per share:
Basic..............................
Diluted............................

F-32

14. SUBSEQUENT EVENTS (UNAUDITED)

On April 27, 1998, the Company announced that it had entered into a share
exchange agreement with certain shareholders of CTI pursuant to which certain
of CTI's shareholders have agreed to exchange their shares of CTI for shares
of the Company. Upon the consummation of the exchange, the Company's ownership
of CTI will increase from approximately 34.3% to approximately 80%.
Consummation of the share exchange is subject to a number of significant
conditions, including certain third party consents and the consummation of an
initial public offering of common stock by the Company.

F-33

INDEPENDENT AUDITORS' REPORT

The Owners of Crown Communications,
Crown Network Systems, Inc.,
Crown Mobile Systems, Inc., Airport
Communications, Inc. and E-90, Ltd.:

We have audited the accompanying combined statements of income and cash
flows of Crown Communications, Crown Network Systems, Inc., Crown Mobile
Systems, Inc., Airport Communications, Inc. and E-90, Ltd. (collectively,
Crown Communications) for the years ended December 31, 1995 and 1996 and for
the seven month period ended July 31, 1997. These combined financial
statements are the responsibility of Crown Communications' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the combined financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the combined
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined results of operations and cash
flows of Crown Communications for the years ended December 31, 1995 and 1996
and for the seven month period ended July 31, 1997 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick llp

Pittsburgh, Pennsylvania
March 23, 1998

F-34

CROWN COMMUNICATIONS

COMBINED STATEMENT OF INCOME

(IN THOUSANDS OF DOLLARS)

SEVEN
YEARS ENDED MONTHS
DECEMBER 31, ENDED
---------------- JULY 31,
1995 1996 1997
------- ------- --------

Net revenues:
Site rental....................................... $ 3,632 $ 5,120 $ 4,550
Network services and other........................ 7,384 14,260 13,137
------- ------- -------
11,016 19,380 17,687
Operating costs and expenses:
Site rental....................................... 763 1,691 1,421
Network services and other........................ 3,944 8,632 5,841
General and administrative expenses............... 2,625 3,150 3,761
Depreciation and amortization..................... 568 1,168 1,006
------- ------- -------
7,900 14,641 12,029
------- ------- -------
Operating income................................ 3,116 4,739 5,658
Other income (expense):
Interest and other income (expense)............... 19 (53) (26)
Interest expense.................................. (785) (1,175) (925)
------- ------- -------
Net income...................................... $ 2,350 $ 3,511 $ 4,707
======= ======= =======

See accompanying notes to combined financial statements.

F-35

CROWN COMMUNICATIONS

COMBINED STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

SEVEN
MONTHS
YEARS ENDED ENDED
DECEMBER 31, JULY
------------------ 31,
1995 1996 1997
-------- -------- -------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................... $ 2,350 $ 3,511 $ 4,707
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 568 1,168 1,006
Gain on sale of equipment....................... (71) -- --
Changes in operating assets and liabilities:
Accounts receivable............................ 205 (1,594) (1,612)
Inventory...................................... (173) 73 (527)
Prepaid expenses and other current assets...... (22) (117) (13)
Accrued network services....................... -- (653) 653
Deferred installation costs.................... 356 (154) 154
Other assets................................... (20) (36) (78)
Accounts payable............................... 149 1,195 419
Accrued expenses............................... 216 508 (350)
Customer deposits.............................. 43 (2) 106
Deferred revenue............................... (627) 263 734
-------- -------- -------
Net cash provided by operating activities..... 2,974 4,162 5,199
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................. (5,670) (8,658) (12,425)
Proceeds from sale of equipment.................. -- 6 --
-------- -------- -------
Net cash used for investing activities........ (5,670) (8,652) (12,425)
-------- -------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes payable.......... 14,929 22,614 9,256
Principal payments on notes payable.............. (11,689) (15,808) (706)
Distributions to owners.......................... (873) (2,809) (1,532)
Capital contribution............................. -- 103 --
-------- -------- -------
Net cash provided by financing activities..... 2,367 4,100 7,018
-------- -------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS......... (329) (390) (208)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.. 1,093 764 374
-------- -------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........ $ 764 $ 374 $ 166
======== ======== =======
Supplemental disclosure of cash flow information--
interest paid.................................... $ 764 $ 1,175 $ 775
======== ======== =======

See accompanying notes to combined financial statements.

F-36

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS)

(1)BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying combined financial statements include the accounts of Crown
Communications (CCM), a sole proprietorship, Crown Network Systems, Inc.
(CNS), a subchapter S corporation, Crown Mobile Systems, Inc. (CMS), a
subchapter S corporation, Airport Communications, Inc. (ACI), a subchapter S
corporation and E-90, Ltd. (E-90), a Pennsylvania Business Trust
(collectively, Crown Communications or the Company). These entities are all
under common ownership. All significant intercompany accounts and transactions
have been eliminated.

Crown Communications is a communication site development and management
company. The Company's core business is the development of high density
communication facilities. The majority of these facilities are located
throughout western Pennsylvania. The Company leases antenna and transmitter
space on communication towers to companies using or providing wireless
telephone, paging and specialized mobile radio services.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

(b) Cash and Cash Equivalents

The Company considers cash in depository institutions and short-term
investments with original maturities of three months or less to be cash and
cash equivalents.

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.

(d) Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation.
Depreciation on property and equipment is computed utilizing methods which
approximate the straight-line method over the estimated useful lives of the
assets. Additions, renewals and improvements are capitalized, while
maintenance and repairs are expensed. Upon the sale or retirement of an asset,
the related cost and accumulated depreciation are removed from the accounts
and any gain or loss is recognized.

In March 1995, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("SFAS 121"). SFAS 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS 121 is effective for fiscal years beginning after December
15, 1995. The adoption of SFAS 121 by the Company in 1996 did not have a
material impact on its combined financial statements.

F-37

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(e) Other Assets

Other assets include deferred financing costs which are amortized over the
estimated term of the related borrowing.

(f) Revenue Recognition

Equipment sales revenues are recognized when products are delivered to
customers.

Site rental revenue is recognized ratably over the terms of the respective
leases. Such leases have terms that are generally five years.

Network services revenues are recognized under a method which approximates
the completed contract method. This method is used because typical network
services are completed in 3 months or less and financial position and results
of operations do not vary significantly from those which would result from use
of the percentage-of-completion method. The network services are considered
complete at the point in time in which the terms and conditions of the
contract and/or agreement have been substantially completed. Revenues from
completed contracts which have not been billed at the end of an accounting
period are presented as accrued network services.

Costs and revenues associated with installations not complete at the end of
an accounting period are deferred and recognized when the installation becomes
operational. Any losses on contracts are recognized at such time as they
become known.

(2) INCOME TAXES

CCM is operated as a sole proprietorship and all income or loss is passed
through to the personal tax return of the owners. The shareholders for CNS,
CMS and ACI have elected under subchapter S of the Internal Revenue Code to
pass through all income or loss to the individual tax return of the
shareholders. E-90 is operated as a Pennsylvania Business Trust and has
elected to be taxed as a partnership. Accordingly, no provision for income
taxes has been recorded in the accompanying financial statements.

(3) RETIREMENT SAVINGS PLAN

The Company sponsors a Retirement Savings Plan (the "Plan"), which qualifies
for treatment under section 401(k) of the Internal Revenue Code. Substantially
all full-time employees are eligible to participate by electing to contribute
1% to 15% of their gross pay to the Plan. Under the Plan, the Company matches
a portion of each employee's contribution up to certain limits. Each
employee's contribution is fully vested when contributed, and the Company's
matching contribution begins vesting after an employee has completed two years
of service and becomes fully vested after six years of service. For the years
ended December 31, 1995 and 1996, and the seven months ended July 31, 1997,
the Company's expense for the Plan was $6, $59 and $44, respectively.

F-38

CROWN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(4) COMMITMENTS AND CONTINGENCIES

The Company leases land, office space and site space on towers and rooftops
through contracts that expire in various years through 2095. The Company has
purchase and renewal options and is committed to various escalation provisions
under certain of these leases. Rental expense under operating leases was $306,
$669 and $718 for the years ended December 31, 1995 and 1996, and the seven
months ended July 31, 1997, respectively. At July 31, 1997, minimum rental
commitments under operating leases are as follows:

YEARS ENDING
DECEMBER 31,
------------

1997............................................................ $ 659
1998............................................................ 1,800
1999............................................................ 1,700
2000............................................................ 1,500
2001............................................................ 1,300
Thereafter...................................................... 17,200
-------
$24,159
=======

The Company is involved in various claims and legal actions arising in the
ordinary course of business. While there are uncertainties inherent in the
ultimate outcome of such matters and it is impossible to presently determine
the ultimate costs that may be incurred, management believes the resolution of
such uncertainties and the incurrence of such costs should not have a material
adverse effect on the Company's combined financial position or results of
operations.

(5) CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and cash equivalents and accounts
receivable. The Company mitigates its risk with respect to cash and cash
equivalents by maintaining such deposits at high credit quality financial
institutions and monitoring the credit ratings of those institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications industry. In addition, the Company has
concentrations of operations in western Pennsylvania. The Company mitigates
its concentrations of credit risk with respect to accounts receivable by
actively monitoring the creditworthiness of its customers. Historically, the
Company has not incurred any significant credit related losses.

For the year ended December 31, 1995, the Company recognized revenues from
two individual customers in the amount of $4,139 and $668. For the year ended
December 31, 1996, the Company recognized revenues from three individual
customers in the amount of $3,700, $2,600 and $1,400. For the seven months
ended July 31, 1997, the Company recognized revenues from three individual
customers in the amount of $4,784, $4,246 and $2,377.

(6) SUBSEQUENT EVENTS

In July 1997, the owners of CCM, CNS and CMS entered into an asset purchase
and merger agreement with Crown Castle International Corp. ("CCIC"). In August
1997, such agreement was amended and restated, and CCIC acquired (i)
substantially all of the assets, net of outstanding liabilities, of CCM and
(ii) all of the outstanding common stock of CNS and CMS.

F-39

REPORT OF INDEPENDENT AUDITORS

Board of Directors
TEA Group Incorporated

We have audited the balance sheet of TEA Group Incorporated as of December
31, 1995, and the related statements of income, shareholders' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TEA Group Incorporated as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

Ernst & Young llp

Atlanta, Georgia
February 28, 1996

F-40

INDEPENDENT AUDITORS' REPORT

The Board of Directors
TEA Group Incorporated:

We have audited the accompanying balance sheet of TEA Group Incorporated as
of December 31, 1996, and the related statements of income, shareholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TEA Group Incorporated as
of December 31, 1996, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting
principles.

KPMG Peat Marwick llp

Atlanta, Georgia
August 15, 1997

F-41

TEA GROUP INCORPORATED

BALANCE SHEET

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
--------------
1995 1996
ASSETS ------ ------

Current assets:
Cash.............................................................. $ 5 $ --
Accounts receivable, net of allowance for doubtful accounts of
$100 and $1 at December 31, 1995 and 1996, respectively (note 5):
Billed.......................................................... 4,637 3,553
Unbilled........................................................ 1,335 465
Employee advances................................................. -- 14
Note and accrued interest receivable--related party............... 58 6
Prepaid expenses.................................................. 24 3
------ ------
Total current assets.......................................... 6,059 4,041
------ ------
Property and equipment, at cost:
Leasehold improvements............................................ 9 9
Office and computer equipment..................................... 757 831
Furniture and fixtures............................................ 343 345
Computer software................................................. -- 85
------ ------
1,109 1,270
Less accumulated depreciation and amortization.................... (653) (787)
------ ------
456 483
Other assets........................................................ 62 47
------ ------
$6,577 $4,571
====== ======

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Notes payable (note 2)............................................ $2,733 $ 107
Accounts payable.................................................. 1,328 1,366
Accrued compensation and related benefits......................... 557 445
Other accrued expenses............................................ -- 52
------ ------
Total current liabilities..................................... 4,618 1,970
Commitments (note 3)
Shareholders equity (note 7):
Common stock, $1 par value, 10,000 shares authorized; 550 shares
issued and outstanding........................................... 1 1
Additional paid-in capital........................................ 11 11
Retained earnings................................................. 1,947 2,589
------ ------
Total shareholders equity..................................... 1,959 2,601
------ ------
$6,577 $4,571
====== ======

See accompanying notes to financial statements.

F-42

TEA GROUP INCORPORATED

STATEMENT OF INCOME

(IN THOUSANDS OF DOLLARS)

THREE MONTHS
YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
---------------- --------------
1995 1996 1996 1997
------- ------- ------ ------
(UNAUDITED)

Network services and other revenues, net
(note 6).................................... $23,585 $18,010 $4,376 $4,873
Operating costs and expenses:
Services and other (exclusive of deprecia-
tion and amortization).................... 18,770 14,406 3,280 4,048
General and administrative expenses........ 4,077 2,295 529 482
Depreciation and amortization.............. 127 134 31 38
------- ------- ------ ------
22,974 16,835 3,840 4,568
------- ------- ------ ------
Operating income......................... 611 1,175 536 305
Other income (expense):
Interest and other income.................. 17 3 -- --
Interest expense........................... (158) (127) (47) (5)
------- ------- ------ ------
Income before income taxes............... 470 1,051 489 300
Income taxes (note 1(d))..................... -- -- -- --
------- ------- ------ ------
Net income............................... $ 470 $ 1,051 $ 489 $ 300
======= ======= ====== ======

See accompanying notes to financial statements.

F-43

TEA GROUP INCORPORATED

STATEMENT OF SHAREHOLDERS' EQUITY

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

COMMON STOCK ADDITIONAL TOTAL
-------------- PAID-IN RETAINED SHAREHOLDERS'
SHARES AMOUNTS CAPITAL EARNINGS EQUITY
------ ------- ---------- -------- -------------

Balance at January 1,
1995................... 550 $ 1 $11 $2,359 $2,371
Net income.............. -- -- -- 470 470
Shareholder distribu-
tions.................. -- -- -- (882) (882)
--- --- --- ------ ------
Balance at December 31,
1995................... 550 1 11 1,947 1,959
Net income.............. -- -- -- 1,051 1,051
Shareholder distribu-
tions.................. -- -- -- (409) (409)
--- --- --- ------ ------
Balance at December 31,
1996................... 550 $ 1 $11 $2,589 $2,601
=== === === ====== ======

See accompanying notes to financial statements.

F-44

TEA GROUP INCORPORATED

STATEMENT OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

THREE MONTHS
YEARS ENDED ENDED
DECEMBER 31, MARCH 31,
-------------- --------------
1995 1996 1996 1997
------ ------ ------ ------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................. $ 470 $1,051 $ 489 $ 300
Adjustment to reconcile net income to net
cash provided by (used for) operating ac-
tivities:
Depreciation and amortization............. 127 134 31 38
Provision for doubtful accounts (note 6).. -- 355 125 --
Gain on sale of property and equipment,
and other assets......................... (12) (1) (1) --
Decrease (increase) in:
Billed accounts receivable.............. (1,714) 729 (103) (735)
Unbilled accounts receivable............ (336) 870 1,439 119
Other assets............................ (25) 29 (15) (73)
Increase (decrease) in:
Accounts payable........................ 381 37 (1,219) (925)
Accrued expenses........................ 142 (59) (101) 37
------ ------ ------ ------
Net cash provided by (used for) oper-
ating activities..................... (967) 3,145 645 (1,239)
------ ------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment......... (250) (161) (29) (23)
Proceeds from sale of property and equip-
ment, and other assets..................... 25 1 1 --
Increase in deposits........................ 16 -- -- --
Payments received on note receivable........ -- 45 8 --
------ ------ ------ ------
Net cash used for investing activi-
ties................................. (209) (115) (20) (23)
------ ------ ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving
credit agreement........................... 2,057 (2,626) 276 1,262
Shareholder distributions................... (882) (409) -- --
------ ------ ------ ------
Net cash provided by (used for) fi-
nancing activities................... 1,175 (3,035) 276 1,262
------ ------ ------ ------
Net increase (decrease) in cash....... (1) (5) 901 --
CASH AT BEGINNING OF PERIOD................... 6 5 5 --
------ ------ ------ ------
CASH AT END OF PERIOD......................... $ 5 $ -- $ 906 $ --
====== ====== ====== ======
Supplemental disclosure of cash flow informa-
tion--cash paid during the period for inter-
est.......................................... $ 149 $ 138 $ 47 $ --
====== ====== ====== ======

See accompanying notes to financial statements.

F-45

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS)

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

TEA Group Incorporated (the "Company") provides services to the wireless
telecommunications and energy transmission industries. These services include
providing right-of-way, site acquisition, engineering design and drafting,
project management, and staff leasing to wireless telecommunications and
energy transmission companies in the United States and internationally.

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements
and revenues and expenses for the reporting period to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

The financial statements for the three months ended March 31, 1996 and 1997
are unaudited; however, they include all adjustments (consisting only of
normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the results of operations and cash flows for the
three months ended March 31, 1996 and 1997. Accounting measurements at interim
dates inherently involve greater reliance on estimates than at year end. The
results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the entire year.

(b) Revenue Recognition

The Company's revenues are derived primarily from service contracts with
customers which provide for billings on a time and materials, cost plus
profit, or fixed price basis. Such contracts typically have terms from six
months to two years. Revenues are recognized as services are performed with
respect to the time and materials priced contracts, and are recognized using
the percentage-of-completion method for cost plus profit and fixed price
contracts, measured by the percentage of contract costs incurred to date to
estimated total contract costs. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined.

Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation is provided over the estimated useful lives of the
assets on a straight-line basis. Leasehold improvements are amortized over the
shorter of their estimated useful lives or the remaining lease term. Property
and equipment are depreciated over the following estimated useful lives:

YEARS
-----

Leasehold improvements.............................................. 5
Office and computer equipment....................................... 5
Furniture and fixtures.............................................. 7
Computer software................................................... 5

The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of, on January 1, 1996. This statement
requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount
of an asset to future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceed the
fair value of the assets. Assets to be disposed of are reported at the lower
of the carrying amount or fair value less costs to sell. Adoption of this
statement did not have an impact on the Company's financial statements.

F-46

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(d) Income Taxes

The shareholders of the Company have elected to be taxed under the
Subchapter S Corporation provisions of the Internal Revenue Code. As a result
of this election, Federal and state income taxes related to the results of
operations of the Company are passed through to, and are the responsibility
of, the Company's shareholders. Accordingly, no provision for income taxes has
been recorded in the accompanying financial statements.

(e) Fair Value of Financial Instruments

The carrying value of the notes payable approximates the estimated fair
value for this instrument since it bears interest at a floating market rate.
The estimated fair values of the Company's financial instruments, along with
the carrying amounts of the related assets (liabilities), are as follows:

DECEMBER 31, DECEMBER 31,
1995 1996
----------------- --------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -----

Cash....................................... $ 5 $ 5 $ -- $ --
Notes payable.............................. (2,733) (2,733) (107) (107)

(2) NOTES PAYABLE

The Company has a revolving line of credit with a bank for working capital
purposes (as amended, the "Bank Line of Credit"). The Bank Line of Credit
provides for up to $5,000 of working capital borrowings and up to $200 of
borrowings for purchases of equipment. At December 31, 1996, outstanding
working capital borrowings under the Bank Line of Credit amounted to $107.
Borrowings are secured by the Company's receivables, property and equipment,
intangibles and cash balances, and bear interest at a rate per annum equal to
(i) the bank's prime rate or (ii) a Eurodollar interbank offered rate (LIBOR)
plus 2.45% (8.25% and 7.95%, respectively, at December 31, 1996). Interest is
payable monthly. The Bank Line of Credit requires the Company to maintain
certain financial covenants and places limitations on its ability to, among
other things, incur debt and liens, undertake transactions with affiliates and
make investments.

On July 30, 1997, the Bank Line of Credit was amended to decrease the
available borrowings to $3,000 and extend the maturity date to June 30, 1998.
Borrowings now bear interest at a rate per annum equal to LIBOR plus 2.7%
(8.39% at July 31, 1997). In addition, the amended Bank Line of Credit now
restricts the ability of the Company to pay dividends.

(3) COMMITMENTS

The Company has noncancelable operating leases for office space. Future
minimum lease payments under the operating leases with remaining terms of one
year or more at December 31, 1996 are summarized as follows:

YEARS ENDING
DECEMBER 31,
------------

1997............................................................... $316
1998............................................................... 315
1999............................................................... 289
2000............................................................... 43
----
$963
====

Rent expense under all cancelable and noncancelable operating leases for
1995 and 1996 was $459 and $608, respectively.

F-47

TEA GROUP INCORPORATED

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(IN THOUSANDS OF DOLLARS)

(4)EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) profit sharing and retirement plan (the
"Plan") for the benefit of all eligible employees. Employees may elect to
contribute up to 15% of their eligible compensation to the Plan. The Plan
provides for employer matching contributions at the discretion of the
Company's Board of Directors. The Company provided $66 and $29 in expense for
contributions for 1995 and 1996, respectively.

(5)RELATED PARTY TRANSACTIONS

Accounts receivable balances at December 31, 1995 and 1996 include
approximately $398 and $94, respectively, from an affiliated company related
to expenses incurred by the Company on behalf of the affiliated company.

(6) CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk are primarily cash and trade receivables. The Company mitigates
its risk with respect to cash by maintaining such deposits at high credit
quality financial institutions and monitoring the credit ratings of those
institutions.

The Company derives the largest portion of its revenues from customers in
the wireless telecommunications and energy transmission industries. The
Company mitigates its concentrations of credit risk with respect to trade
receivables by actively monitoring the creditworthiness of its customers. In
connection with a disputed receivable with a customer, the Company wrote off
$310 during 1996.

For the year ended December 31, 1995, the Company had five customers
representing 19%, 18%, 16%, 13% and 11% of net revenues, respectively. For the
year ended December 31, 1996, the Company had two customers which accounted
for 35% and 14% of net revenues, respectively, and one customer which
accounted for approximately 59% of accounts receivable at December 31, 1996.

(7)SUBSEQUENT EVENT

In July 1996, the Company, its shareholders, and certain affiliated
companies entered into an agreement with Crown Castle International Corp.
("CCIC") which provided CCIC with an option to acquire various ownership
interests in the Company. On May 12, 1997, CCIC acquired all of the Company's
common stock.

F-48

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
of Castle Transmission Services (Holdings) Ltd:

We have audited the accompanying balance sheet of the BBC Home Service
Transmission business ("Home Service") at March 31, 1996 and the consolidated
balance sheets of Castle Transmission Services (Holdings) Ltd and its
subsidiaries ("Castle Transmission") at March 31, 1997 and December 31, 1997
and the profit and loss accounts, cash flow statements and reconciliations of
movements in corporate funding for Home Service for the year ended March 31,
1996 and the period from April 1, 1996 to February 27, 1997 and the related
consolidated profit and loss accounts, cash flow statements and
reconciliations of movements in shareholders' funds for Castle Transmission
for the period from February 28, 1997 to March 31, 1997 and the period from
April 1, 1997 to December 31, 1997. These financial statements are the
responsibility of Castle Transmission's and Home Service's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United Kingdom, which do not differ in any material respect
from generally accepted auditing standards in the United States. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Home Service at March 31,
1996 and the consolidated financial position of Castle Transmission at March
31, 1997 and December 31, 1997 and the results of operations and cash flows of
Home Service for the year ended March 31, 1996 and for the period from April
1, 1996 to February 27, 1997 and of Castle Transmission for the period from
February 28, 1997 to March 31, 1997 and for the period from April 1, 1997 to
December 31, 1997 in conformity with generally accepted accounting principles
in the United Kingdom.

Generally accepted accounting principles in the United Kingdom vary in
certain respects from generally accepted accounting principles in the United
States. Application of generally accepted accounting principles in the United
States would have affected results of operations for the year ended March 31,
1996 and the period from April 1, 1996 to February 27, 1997 for Home Service
and the period from February 28, 1997 to March 31, 1997 and from April 1, 1997
to December 31, 1997 for Castle Transmission and shareholders' equity at
March 31, 1996 for Home Service and at March 31, 1997 and December 31, 1997
for Castle Transmission to the extent summarised in Note 27 to these financial
statements.

KPMG
Chartered Accountants
Registered Auditor
London, England

March 31, 1998

F-49

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED PROFIT AND LOSS ACCOUNTS

CASTLE TRANSMISSION SERVICES
BBC HOME SERVICE TRANSMISSION (HOLDINGS) LTD
--------------------------------- --------------------------------------
PERIOD PERIOD
PERIOD FROM FROM APRIL 1,
FROM APRIL 1, FEBRUARY 28, 1997 THREE
YEAR ENDED 1996 1997 TO MONTHS
MARCH 31, TO FEBRUARY 27, TO MARCH 31, DECEMBER 31, ENDED MARCH
NOTE 1996 1997 1997 1997 31, 1998
------ -------------- --------------- ------------ ------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Turnover................ 3 70,367 70,614 6,433 56,752 20,774
Changes in stocks and
work in progress....... (635) (554) 340 747 (90)
Own work capitalised.... 4,653 3,249 170 1,127 684
Raw materials and
consumables............ 14 (1,155) (446) (2,410) (270)
Other external charges.. (34,750) (26,191) (1,668) (13,811) (4,941)
Staff costs............. 4 (17,197) (16,131) (1,421) (14,345) (6,635)
Depreciation and other
amounts written off
tangible and intangible
assets................. 5 (12,835) (13,038) (1,819) (16,854) (5,887)
Other operating
charges................ (1,832) (2,792) (344) (2,430) (937)
-------------- -------------- ------ ------- -------
(62,582) (56,612) (5,188) (47,976) (18,076)
Operating profit........ 7,785 14,002 1,245 8,776 2,698
Other interest receiv-
able and similar in-
come................... -- -- 49 288 166
Interest payable and
similar charges........ 7 -- -- (969) (12,419) (3,461)
-------------- -------------- ------ ------- -------
Profit/(loss) on ordi-
nary activities before
and after taxation..... 3-6, 8 7,785 14,002 325 (3,355) (597)
Additional finance cost
of non-equity shares... -- -- (318) (2,862) (987)
-------------- -------------- ------ ------- -------
Retained profit/(loss)
for the period......... 7,785 14,002 7 (6,217) (1,584)
============== ============== ====== ======= =======

Neither BBC Home Service nor Castle Transmission have any recognised gains or
losses other than those reflected in the profit and loss accounts.

The accompanying notes are an integral part of these consolidated financial
statements.

F-50

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED BALANCE SHEETS

BBC HOME SERVICE CASTLE TRANSMISSION SERVICES
TRANSMISSION (HOLDINGS) LTD
---------------- -----------------------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31, AT MARCH 31,
1996 1997 1997 1998
NOTE ---------------- ------------ --------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

FIXED ASSETS
Intangible............ 9 -- 46,573 46,056 45,404
Tangible.............. 10 202,592 206,162 206,134 208,369
------- -------- -------- --------
202,592 252,735 252,190 253,773
CURRENT ASSETS
Stocks................ 11 1,750 807 1,340 1,250
Debtors............... 12 4,714 10,344 13,230 10,629
Cash at bank and in
hand................. -- 9,688 8,152 7,989
------- -------- -------- --------
6,464 20,839 22,722 19,868
Creditors: amounts fall-
ing due within one
year................... 13 (6,627) (14,820) (29,139) (21,380)
------- -------- -------- --------
Net current
assets/(liabilities)... (163) 6,019 (6,417) (1,512)
------- -------- -------- --------
Total assets less cur-
rent liabilities....... 202,429 258,754 245,773 252,261
Creditors: amounts fall-
ing due after more than
one year............... 14 -- (154,358) (143,748) (148,966)
Provisions for liabili-
ties and charges....... 15 -- (1,723) (2,157) (2,273)
------- -------- -------- --------
Net assets.............. 202,429 102,673 99,868 101,022
======= ======== ======== ========
CAPITAL AND RESERVES
Corporate funding..... 202,429 -- -- --
Called up share capi-
tal.................. 16 -- 102,348 102,898 102,898
Profit and loss ac-
count................ 17 -- 325 (3,030) (1,876)
------- -------- -------- --------
202,429 102,673 99,868 101,022
======= -------- -------- --------
SHAREHOLDERS'
FUNDS/(DEFICIT)
Equity................ 109 (6,107) (5,940)
Non-equity............ 102,564 105,975 106,962
-------- -------- --------
102,673 99,868 101,022
======== ======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-51

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED CASH FLOW STATEMENTS

CASTLE TRANSMISSION SERVICES
BBC HOME SERVICE TRANSMISSION (HOLDINGS) LTD
----------------------------- ----------------------------------------
PERIOD FROM PERIOD FROM THREE
PERIOD FROM FEBRUARY 28, APRIL 1, MONTHS
YEAR ENDED APRIL 1, 1996 1997 1997 ENDED MARCH
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31, 31,
1996 1997 1997 1997 1998
NOTE -------------- ---------------- ------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Cash inflow from operat-
ing activities......... 21 24,311 26,427 5,756 27,983 12,790
Returns on investment
and servicing of fi-
nance.................. 22 -- -- (885) (2,428) (10,578)
Capital expenditure and
financial investments.. 22 (17,190) (20,092) (748) (14,361) (7,362)
Acquisitions and dispos-
als.................... 22 -- -- (251,141) (307) --
-------------- -------------- -------- -------- --------
Cash inflow/(outflow)... 7,121 6,335 (247,018) 10,887 (5,150)
Financing............... 22
Net (decrease) in corpo-
rate funding........... (7,121) (6,335) -- -- --
Issuance of shares...... -- -- 102,348 550 --
Increase/(decrease) in
debt................... -- -- 154,358 (12,973) 5,000
Capital element of fi-
nance lease rentals.... -- -- -- -- (13)
-------------- -------------- -------- -------- --------
(7,121) (6,335) 256,706 (12,423) 4,987
-------------- -------------- -------- -------- --------
Increase/(decrease) in
cash................... -- -- 9,688 (1,536) (163)
============== ============== ======== ======== ========
Reconciliation of net
cash flow to movement
in net debt............ 23
Increase/(decrease) in
cash in the period..... -- -- 9,688 (1,536) (163)
Cash (inflow)/outflow
from (increase)/
decrease in debt....... -- -- (154,358) 12,973 (4,987)
-------------- -------------- -------- -------- --------
Change in net debt
resulting from cash
flow................... -- -- (144,670) 11,437 (5,150)
New finance leases...... -- -- -- (711) (109)
Amortisation of bank
loan issue costs....... -- -- -- (2,087) (59)
Amortisation of
Guaranteed Bonds....... -- -- -- (55) (67)
-------------- -------------- -------- -------- --------
Movement in net debt in
the period............. -- -- (144,670) 8,584 (5,385)
Net debt at beginning of
the period............. -- -- -- (144,670) (136,086)
-------------- -------------- -------- -------- --------
Net debt at end of the
period................. -- -- (144,670) (136,086) (141,471)
============== ============== ======== ======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

F-52

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

CONSOLIDATED RECONCILIATION OF MOVEMENTS IN CORPORATE
FUNDING/SHAREHOLDERS' FUNDS

CASTLE TRANSMISSION SERVICES
BBC HOME SERVICE TRANSMISSION (HOLDINGS) LTD
----------------------------- ----------------------------------------
PERIOD FROM THREE
PERIOD FROM FEBRUARY 28, PERIOD FROM MONTHS
YEAR ENDED APRIL 1, 1996 1997 APRIL 1, 1997 ENDED
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31, MARCH 31,
1996 1997 1997 1997 1998
-------------- ---------------- ------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Profit/(loss) for the
period................. 7,785 14,002 325 (3,355) (597)
Net (decrease) in corpo-
rate funding........... (7,121) (6,335) -- -- --
New share capital sub-
scribed................ -- -- 102,348 550 --
Charge on share option
arrangements........... -- -- -- -- 1,751
-------------- -------------- ------- ------- -------
Net
additions/(deductions)
to corporate
funding/shareholders'
funds.................. 664 7,667 102,673 (2,805) 1,154
Opening corporate
funding/shareholders'
funds.................. 201,765 202,429 -- 102,673 99,868
-------------- -------------- ------- ------- -------
Closing corporate
funding/shareholders'
funds.................. 202,429 210,096 102,673 99,868 101,022
============== ============== ======= ======= =======

The accompanying notes are an integral part of these consolidated financial
statements.

F-53

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 BASIS OF PREPARATION

As used in the financial statements and related notes, the terms "Castle
Transmission" or "the Group" refers to the operations of Castle Transmission
Services (Holdings) Ltd and its subsidiaries, Castle Transmission
International Ltd ("CTI") which is the successor business and Castle
Transmission (Finance) plc ("CTF"). The term "Home Service" refers to the
operations of the Home Service Transmission business of the British
Broadcasting Corporation ("BBC") which was the predecessor business.

These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") applicable in the
United Kingdom (UK) and comply with the financial reporting standards of the
Institute of Chartered Accountants in England and Wales. A summary of the
differences between UK GAAP and United States (US) GAAP as applicable to
Castle Transmission is set out in Note 27.

Castle Transmission Services (Holdings) Ltd (the "Company") was incorporated
on August 27, 1996 and did not trade in the period to February 27, 1997. CTI
was incorporated by the BBC on May 9, 1996 and did not trade in the period to
February 27, 1997. On February 27, 1997, the assets and liabilities of Home
Service were transferred to CTI. On February 28, 1997 CTI was acquired by the
Company. During the period between August 27, 1996 and February 27, 1997
Castle Transmission did not trade and received no income and incurred no
expenditure. Accordingly the first consolidated profit and loss account for
Castle Transmission represents the trading of Castle Transmission for the
period from February 28, 1997 to March 31, 1997. CTF was incorporated
April 9, 1997.

The financial statements for the year ended March 31, 1996 and the period
from April 1, 1996 to February 27, 1997 represent the profit and loss
accounts, balance sheet, cash flow statements and reconciliations of movements
in corporate funding of Home Service. They have been prepared from the
separate financial records and management accounts of Home Service.

Home Service was charged a management fee by the BBC representing an
allocation of certain costs including pension, information technology,
occupancy and other administration costs which were incurred centrally by the
BBC but which were directly attributable to Home Service. Management believes
such allocation is reasonable. Such costs are based on the pension arrangement
and the cost structure of the BBC and are not necessarily representative of
such costs of Castle Transmission under separate ownership.

Home Service did not incur any costs in relation to financing as necessary
funding was provided from the BBC through the corporate funding account. No
interest is charged by the BBC on such funds because there is no debt at BBC
which is attributable to Home Service.

Home Service was not a separate legal entity and therefore was not directly
subject to taxation on its results. The BBC is a not-for-profit organisation
and is not subject to taxation except to the extent of activities undertaken
with the objective of making a profit, including all external activities
(principally site sharing and commercial projects). The tax charge
attributable to Home Service has been calculated as if Home Service were under
separate ownership since April 1, 1994 and as if all of its results of
operations were subject to normal taxation.

Redundancy costs were incurred by the BBC which related to Home Service
staff. The redundancy costs amounted to (Pounds)1.1m in 1996 and (Pounds)0.6m
in the period from April 1, 1996 to February 27, 1997. The redundancy
programmes were controlled by the BBC and the costs were not recharged to Home
Service. No adjustment has been made in the Home Service financial statements
for these costs because any costs incurred would have been reflected in the
cost base of Home Service, and as described in note 25 would have been off-set
by an increase in turnover from the BBC.

The consolidated financial statements as of and for the three months ended
March 31, 1998 are unaudited; however, in the opinion of all the directors,
all adjustments (consisting of normal recurring adjustments)

F-54

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

necessary for a fair presentation have been made. Accounting measurements at
interim dates inherently involve greater reliance on estimates than at year
end. Operating results for the three month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.

2 ACCOUNTING POLICIES

The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the financial
statements of Home Service and the consolidated financial statements of Castle
Transmission.

Basis of consolidation

The consolidated financial statements include the financial statements of
the Company and its subsidiaries made up to March 31, 1997 and December 31,
1997 after elimination of all significant inter-company accounts and
transactions. The acquisition method of accounting has been adopted. Under
this method, the results of subsidiaries acquired or disposed of in the period
are included in the consolidated profit and loss account from the date of
acquisition or up to the date of disposal.

Goodwill

Purchased goodwill on acquisitions (representing the excess of the fair
value of the consideration given over the fair value of the separable net
assets acquired) is capitalised and amortised over 20 years, the period over
which the Directors consider that the Group will derive economic benefits.

Tangible fixed assets and depreciation

Depreciation is provided to write off the cost or valuation less the
estimated residual value of tangible fixed assets by equal instalments over
their estimated useful economic lives as follows:

Land and buildings

HOME SERVICE CASTLE TRANSMISSION
-------------- -------------------

Freehold and long leasehold buildings... 50 years 50 years
Freehold and long leasehold improve-
ments.................................. 20 years 20 years
Short leasehold land and buildings...... Unexpired term Unexpired term
No depreciation is provided on freehold
land...................................

Plant and equipment

HOME SERVICE CASTLE TRANSMISSION
------------ -------------------

Transmitters and power plant............... 25 years 20 years
Electric and mechanical infrastructure..... 10-20 years 10-20 years
Other plant and machinery.................. 3-10 years 3-10 years
Computer equipment......................... 5 years 5 years
Motor vehicles............................. -- 3 years

Strategic spares, which comprise those spares that are vital to the
operation of the transmission system, are included in the capitalised value of
the asset to which they relate and are depreciated over the life of the asset.

Assets under construction are included within fixed assets. The associated
labour costs are capitalised using a predetermined labour rate, and any over
or under recoveries are recognised in the profit and loss account in the
period in which they arise.

F-55

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Foreign currencies

Transactions in foreign currencies are translated at the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities, to the
extent that they are denominated in foreign currency, are retranslated at the
rate of exchange ruling at the balance sheet date and gains or losses are
included in the profit and loss account.

Leases

Where the Company enters into a lease which entails taking substantially all
the risks and rewards of ownership of an asset, the lease is treated as a
"finance lease'. The asset is recorded in the balance sheet as a tangible
fixed asset and is depreciated over its useful life or term of the lease,
whichever is shorter. Future instalments under such leases, net of finance
charges, are included within creditors. Rentals payable are apportioned
between the finance element, which is charged to the profit and loss account,
and the capital element which reduces the outstanding obligation for future
instalments.

Operating lease rentals are charged to the profit and loss account on a
straight line basis over the period of the lease.

Pensions

The pension costs charged in the period include costs incurred, at the
agreed employer's contribution rate. See note 20 for further details.

Stocks

Stocks held are general maintenance spares and manufacturing stocks. Stocks
are stated at the lower of weighted average cost and net realisable value.

Work in progress

For individual projects, the fees on account and project costs are recorded
in work in progress. When a project is complete, the project balances are
transferred to turnover and cost of sales as appropriate, and the net profit
is recognised. Where the payments on account are in excess of project costs,
these are recorded as payments on account.

Provision is made for any losses as soon as they are foreseen.

Taxation

The charge for taxation is based on the result for the period and takes into
account taxation deferred because of timing differences between the treatment
of certain items for taxation and accounting purposes. Provision is made for
deferred tax only to the extent that it is probable that an actual liability
will crystallise.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the
provision of transmission and maintenance contracts, site sharing arrangements
and commercial projects. Revenue is recognised on the basis of contracts or as
services are provided to customers.

Issue costs

Costs incurred in raising funds are deducted from the amount raised and
amortised over the life of the debt facility on a constant yield basis.

F-56

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3 ANALYSIS OF TURNOVER

HOME SERVICE CASTLE TRANSMISSION
------------------------ ------------------------------
PERIOD FROM PERIOD FROM
APRIL 1, PERIOD FROM APRIL 1,
YEAR ENDED 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ------------ ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

BY ACTIVITY
BBC..................... 45,704 49,903 3,982 35,640
Other--non BBC.......... 24,663 20,711 2,451 21,112
------ ------ ----- ------
70,367 70,614 6,433 56,752
====== ====== ===== ======

4 STAFF NUMBERS AND COSTS

The average number of persons employed by the Group (including directors)
during the period, analysed by category was as follows:

Operational staff....... 381 357 313 289
Project staff........... 154 125 108 97
Management, finance,
personnel and other
support services....... 53 70 69 89
------ ------ ----- ------
588 552 490 475
====== ====== ===== ======

The aggregate payroll costs of these persons were as follows:

Wages and salaries...... 15,517 14,579 1,189 12,087
Social security costs... 1,159 1,061 76 768
Other pension costs..... 521 491 156 1,490
------ ------ ----- ------
17,197 16,131 1,421 14,345
====== ====== ===== ======

F-57

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5 PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION

HOME SERVICE CASTLE TRANSMISSION
------------------------- ------------------------------
PERIOD FROM PERIOD FROM
APRIL 1, PERIOD FROM APRIL 1,
YEARS ENDED 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ------------- ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

PROFIT (LOSS) ON
ORDINARY ACTIVITIES
BEFORE TAXATION IS
STATED AFTER CHARGING:
Depreciation and other
amounts written off
tangible fixed assets:
Owned................... 12,835 13,038 1,624 14,953
Leased.................. -- -- -- 147
Goodwill amortisation... -- -- 195 1,754
Hire of plant and ma-
chinery--rentals pay-
able under operating
leases................. 112 53 79
Hire of other assets--
under operating
leases................. 396 36 530
====== ====== ===== ======

The information in respect of hire of plant and machinery and other assets
under operating leases is not available for the year ended March 31, 1996.

6 REMUNERATION OF DIRECTORS

There were no directors of Home Service.

The directors of Castle Transmission received no emoluments for the period
February 28, 1997 to March 31, 1997 and (Pounds)277,000 for the period April
1, 1997 to December 31, 1997. The amounts paid to third parties in respect of
directors' services were (Pounds)2,000 for the period from February 28, 1997
to March 31, 1997 and (Pounds)23,000 for the period from April 1, 1997 to
December 31, 1997.

The aggregate emoluments of the highest paid director were (Pounds)170,000.
The highest paid director is not a member of any Group pension scheme.

Pension entitlements

On retirement the directors participating in the Group defined benefit
scheme are entitled to 1/60th of their final pensionable salary for each year
of service.

F-58

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7 INTEREST PAYABLE AND SIMILAR CHARGES

HOME SERVICE CASTLE TRANSMISSION
---------------------------- ------------------------------
PERIOD FROM
PERIOD FROM PERIOD FROM APRIL 1,
YEAR ENDED APRIL 1, 1996 TO FEBRUARY 28, 1997 1997 TO
MARCH 31, FEBRUARY 27, TO MARCH 31, DECEMBER 31,
1996 1997 1997 1997
----------- ---------------- ----------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

On bank loans and over-
drafts................. -- -- 934 3,315
On all other loans...... -- -- -- 6,934
Finance charges payable
in respect of finance
leases and hire pur-
chase contracts........ -- -- -- 28
Finance charges
amortised in respect of
bank loans (see note
14).................... -- -- 35 2,087
Finance charges
amortised in respect of
the Bonds.............. -- -- -- 55
--- --- --- ------
-- -- 969 12,419
=== === === ======

8 TAXATION

Home Service

There is no tax charge in respect of the results of Home Service for the
year ended March 31, 1996 or for the period from April 1, 1996 to February 27,
1997. As a separate legal entity subject to normal taxation, Home Service
would have capital allowances available as discussed below which would result
in taxable losses for all periods. Deferred tax assets have not been
recognised on such tax losses as management has concluded that it is not
likely that the deferred tax asset would be realised.

Castle Transmission

There is no tax charge in respect of the period from February 28, 1997 to
March 31, 1997 and April 1, 1997 to December 31, 1997. Based on an agreement
with the Inland Revenue Service, Castle Transmission will have capital
allowances available on capital expenditure incurred by Home Service and the
BBC prior to the acquisition of approximately (Pounds)179 million. The
accelerated tax deductions associated with such capital allowances result in a
taxable loss for both periods. Deferred tax assets have not been recognised on
such tax losses as management has concluded that it is not likely that the
deferred tax asset would be realised based on the limited operating history of
Castle Transmission.

F-59

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9 INTANGIBLE ASSETS

Castle Transmission

AS AT AS AT
MARCH 31, DECEMBER 31,
1997 1997
----------- ------------
(Pounds)000 (Pounds)000

Goodwill
Cost
At beginning of period............................. -- 46,768
Arising on acquisition of Home Service............. 46,768 --
Adjustment to the allocation of fair value arising
on acquisition of Home Service (see notes 18 and
24)............................................... -- 1,237
------ ------
At end of the period............................... 46,768 48,005
====== ======
Amortisation
At beginning of period............................. -- 195
Charged in period.................................. 195 1,754
------ ------
At end of the period............................... 195 1,949
====== ======
Net book value
At end of the period............................... 46,573 46,056
====== ======

10 TANGIBLE FIXED ASSETS

Home Service

LAND AND PLANT AND COMPUTER ASSETS UNDER
BUILDINGS MACHINERY EQUIPMENT CONSTRUCTION TOTAL
----------- ----------- ----------- ------------ -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

(i) Year ended March 31,
1996
Cost or valuation
At April 1, 1995........ 26,789 178,205 1,337 22,309 228,640
Additions............... -- 111 40 17,928 18,079
Disposals............... -- -- (1,325) -- (1,325)
Transfers............... 474 13,354 -- (13,828) --
------ ------- ------ ------- -------
At March 31, 1996....... 27,263 191,670 52 26,409 245,394
------ ------- ------ ------- -------
Depreciation
At April 1, 1995........ 7,291 22,671 441 -- 30,403
Charge for period....... 819 12,008 8 -- 12,835
On disposal............. -- -- (436) -- (436)
------ ------- ------ ------- -------
At March 31, 1996....... 8,110 34,679 13 -- 42,802
------ ------- ------ ------- -------
Net book value
At March 31, 1996....... 19,153 156,991 39 26,409 202,592
====== ======= ====== ======= =======

F-60

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(ii) Period ended
February 27, 1997
Cost or valuation
At April 1, 1996........ 27,263 191,670 52 26,409 245,394
Additions............... -- 24 179 14,283 14,486
Disposals............... -- (1,816) -- (1,718) (3,534)
Transfers............... 2,585 23,972 252 (26,809) --
Transfer between
business units......... 10,824 (2,061) (4) 612 9,371
------ ------- --- ------- -------
At February 27, 1997.... 40,672 211,789 479 12,777 265,717
------ ------- --- ------- -------
Depreciation
At April 1, 1996........ 8,110 34,679 13 -- 42,802
Charge for period....... 807 12,158 73 -- 13,038
On disposal............. -- (1,816) -- -- (1,816)
Transfers............... 46 (108) 62 -- --
Transfers between
business units......... 2,185 (137) (1) -- 2,047
------ ------- --- ------- -------
At February 27, 1997.... 11,148 44,776 147 -- 56,071
------ ------- --- ------- -------
Net book value
At February 27, 1997.... 29,524 167,013 332 12,777 209,646
====== ======= === ======= =======

The transfers between business units reflect transactions made between the
predecessor business and other business units of the BBC, in preparation for
the sale of Home Service. These include the transfer of the head office at
Warwick into the books of Home Service prior to the sale.

Castle Transmission

(i) Period ended March
31, 1997
Cost
On acquisition.......... 30,373 163,556 332 12,777 207,038
Additions............... -- 56 -- 692 748
Transfers............... 17 59 -- (76) --
------ ------- --- ------- -------
At March 31, 1997....... 30,390 163,671 332 13,393 207,786
------ ------- --- ------- -------
Depreciation
On acquisition.......... -- -- -- -- --
Charge for period....... 86 1,529 9 -- 1,624
------ ------- --- ------- -------
At March 31, 1997....... 86 1,529 9 -- 1,624
------ ------- --- ------- -------
Net book value
At March 31, 1997....... 30,304 162,142 323 13,393 206,162
====== ======= === ======= =======
(ii) Period ended
December 31, 1997
Cost
At April 1, 1997........ 30,390 163,671 332 13,393 207,786
Addition................ 10 3,602 582 10,878 15,072
Transfers............... 651 12,772 -- (13,423) --
------ ------- --- ------- -------
At December 31, 1997.... 31,051 180,045 914 10,848 222,858
------ ------- --- ------- -------
Depreciation
At April 1, 1997........ 86 1,529 9 -- 1,624
Charge for period....... 847 13,975 278 -- 15,100
------ ------- --- ------- -------
At December 31, 1997.... 933 15,504 287 -- 16,724
------ ------- --- ------- -------
Net book value
At December 31, 1997.... 30,118 164,541 627 10,848 206,134
====== ======= === ======= =======

F-61

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The net book value of land and buildings comprises:

HOME SERVICE CASTLE TRANSMISSION
------------ ----------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31,
1996 1997 1997
------------ ------------ ---------------
(Pounds)000 (Pounds)000 (Pounds)000

Freehold........................... 16,268 21,558 21,375
Long leasehold..................... 1,540 7,468 7,472
Short leasehold.................... 1,345 1,278 1,271
------ ------ ------
19,153 30,304 30,118
====== ====== ======

Included within fixed assets are the following assets held under finance
leases:

Motor vehicles..................... -- -- 270
Computer equipment................. -- -- 441
--- --- ---
-- -- 711
=== === ===

11 STOCKS

HOME SERVICE CASTLE TRANSMISSION
------------ -----------------------------------------
AT MARCH 31, AT MARCH 31, AT DECEMBER 31, AT MARCH 31,
1996 1997 1997 1998
------------ ------------ --------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Work in progress (see
note 13)............... -- -- 274 259
Spares and manufacturing
stocks................. 1,750 807 1,066 991
----- --- ----- -----
1,750 807 1,340 1,250
===== === ===== =====

12 DEBTORS

Trade debtors..................... 3,780 7,503 10,250
Other debtors..................... 212 2,259 2,200
Prepayments and accrued income.... 722 582 780
----- ------ ------
4,714 10,344 13,230
===== ====== ======

13 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Payments on account.............. 426 347 --
Obligations under finance leases
and hire purchase contracts..... -- -- 490
Trade creditors.................. 872 4,123 1,916
Other creditors.................. -- 1,519 2,153
Accruals and deferred income..... 5,329 8,831 24,580
----- ------ ------
6,627 14,820 29,139
===== ====== ======

F-62

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Payments on account (and work in progress) relate to commercial projects and
are shown net in the financial statements. The gross billings amount to
(Pounds)3,222,000 in 1996, (Pounds)3,836,000 in March 1997 and
(Pounds)2,458,000 in December 1997. The related gross costs amounted to
(Pounds)2,796,000 in 1996, (Pounds)3,489,000 in March 1997 and
(Pounds)2,732,000 in December 1997.

14 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

CASTLE TRANSMISSION
-----------------------------------------
AT MARCH 31, AT DECEMBER 31, AT MARCH 31,
1997 1997 1998
------------ --------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Guaranteed Bonds................. -- 120,582 120,649
Bank loans and overdrafts........ 154,358 22,945 28,004
Obligations under finance leases
and hire purchase contracts..... -- 221 313
------- ------- -------
154,358 143,748 148,966
======= ======= =======
Debts can be analysed as falling
due:
in one year or less, or on de-
mand............................ -- --
between one and two years........ 7,244 59
between two and five years....... 29,160 162
in five years or more............ 117,954 143,527
------- -------
154,358 143,748
======= =======

On May 21, 1997, CTF issued and Castle Transmission guaranteed,
(Pounds)125,000,000 9 percent Guaranteed Bonds due 2007 (the "Guaranteed
Bonds"). The Guaranteed Bonds are redeemable at their principal amount, unless
previously redeemed or purchased and cancelled, on March 30, 2007.

The Guaranteed Bonds may be redeemed in whole but not in part, at the option
of CTF, at their principal amount plus accrued interest if, as a result of
certain changes in the laws and regulations of the United Kingdom, CTF or
Castle Transmission becomes obliged to pay additional amounts.

The Guaranteed Bonds may be redeemed in whole or in part, at the option of
CTF, at any time at the higher of their principal amount and such a price as
will provide a gross redemption yield 0.50 percent per annum above the gross
redemption yield on the benchmark gilt plus (in either case) accrued interest.

Bondholders may, in certain circumstances including but not limited to a
change in control of CTF, or the early termination of the agreement between
CTI and the BBC relating to the domestic analogue transmission of radio and
television programmes by CTI, require the Guaranteed Bonds to be redeemed at
101 percent of their principal amount plus accrued interest.

The Guaranteed Bonds were issued at an issue price of 99.161 percent. The
Guaranteed Bonds are shown net of unamortised discount and issue costs.
Interest accrues from the date of issue and is payable in arrears on March 30
each year commencing March 30, 1998.

On February 28, 1997 the Group entered into term and revolving loan
facilities with a syndicate of banks. There are three facilities. Facility A
and Facility B are (Pounds)122,500,000 and (Pounds)35,000,000 term loan
facilities. Facility A is repayable in instalments, the last of which is due
in June 2004, and Facility B is repayable in two instalments in December 2004
and June 2005. These facilities were made available to finance the amount owed
to the BBC on the acquisition of the Home Service transmission business and
were drawn down in full on February 28, 1997.

The third facility, Facility C, is a (Pounds)5,000,000 revolving loan
facility maturing in June 2005 under which advances are to be made to the
Group to finance its working capital requirements and for general corporate
purposes. This facility was undrawn at March 31, 1997.

F-63

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Borrowings under the facilities are secured by fixed and floating charges
over substantially all of the assets and undertakings of the Group and bear
interest at 2.25 percent above LIBOR for Facility B and between 0.875 percent
and 1.75 percent above LIBOR (depending on the annualised debt coverage and
the outstanding percentage of the facilities) for Facilities A and C.

The net proceeds of the Guaranteed Bonds were used to repay substantially
all of the amounts outstanding under Facilities A, B and C. The remaining
balance of Facilities A, B and C was replaced by a (Pounds)64,000,000
revolving loan facility maturing in May 2002 (the "New Facility"), under which
advances will be made to CTI to finance its working capital requirements and
finance capital expenditures in respect of Digital Terrestrial Television.

Borrowings under the New Facility are secured by fixed and floating charges
over substantially all of the assets and undertakings of Castle Transmission
and bear interest at LIBOR plus the applicable margin plus cost rate.

Included within bank loans and overdrafts is an amount of (Pounds)3,142,000
at March 31, 1997 and (Pounds)1,055,000 at December 31, 1997 representing
finance costs deferred to future accounting periods in accordance with FRS4.
As a result of the issuance of the Guaranteed Bonds and the New Facility, the
remaining deferred financing costs of (Pounds)1,930,000, relating to
Facilities A, B and C were charged to the profit and loss account during the
period from April 1, 1997 to December 31, 1997.

15 PROVISION FOR LIABILITIES AND CHARGES

CASTLE TRANSMISSION
----------------------------
AT MARCH 31, AT DECEMBER 31,
1997 1997
------------ ---------------
(Pounds)000 (Pounds)000

On acquisition/at the start of the period.......... 1,723 1,723
Fair value adjustments (see note 24)............... -- 1,016
Established in the period (see below).............. -- 417
Utilised in the period............................. -- (999)
----- -----
At the end of the period........................... 1,723 2,157
===== =====

Home Service did not make any provisions for liabilities and charges. On the
acquisition by Castle Transmission, a provision was established for costs
associated with the split of the BBC transmission business between Home
Service and World Service comprising redundancy costs and costs relating to
the relocation and reorganisation of shared sites. No payments or additional
provisions were made in the one month period and the balance on acquisition
and at March 31, 1997 was (Pounds)1,723,000.

As a result of the completion of the fair value exercise this provision was
reduced by (Pounds)234,000 and a further provision was made of
(Pounds)1,250,000 in respect of a contingent liability for wind loading fees
that existed at February 27, 1997. See notes 18 and 24 for further details.

A further provision of (Pounds)417,000, in respect of these wind loading
fees, was charged to the profit and loss account during the period from April
1, 1997 to December 31, 1997.

F-64

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

16 SHARE CAPITAL

AT MARCH 31, AT DECEMBER 31,
1997 1997 AT MARCH 31, AT DECEMBER 31,
NUMBER OF NUMBER OF 1997 1997
SHARES SHARES (Pounds)000 (Pounds)000
-------------- --------------- ------------ ---------------

Authorised
Equity: Ordinary Shares
of 1 pence each........ 11,477,290 11,477,290 115 115
Non-equity: Redeemable
Preference Shares of 1
pence each............. 11,465,812,710 11,465,812,710 114,658 114,658
-------------- -------------- ------- -------
11,477,290,000 11,477,290,000 114,773 114,773
============== ============== ======= =======
Allotted, called up and
fully paid
Equity: Ordinary Shares
of 1 pence each........ 10,234,790 10,289,790 102 103
Non-equity: Redeemable
Preference Shares of 1
pence each............. 10,224,555,210 10,279,500,210 102,246 102,795
-------------- -------------- ------- -------
10,234,790,000 10,289,790,000 102,348 102,898
============== ============== ======= =======

On incorporation the Company had an authorised share capital of 100 Ordinary
Shares of (Pounds)1 each of which 1 share was allotted, called up and fully
paid.

On January 23, 1997, the 100 issued and unissued Ordinary Shares of
(Pounds)1 each were subdivided into Ordinary Shares of 1 pence each and the
authorised share capital of the Company was increased to (Pounds)114,772,900
by the creation of 11,467,290 additional Ordinary Shares of 1 pence each and
by the creation of 11,465,812,710 Redeemable Preference Shares of 1 pence
each.

On February 28, 1997 the Company issued for cash 10,234,690 Ordinary Shares
of 1 pence each at par and 10,224,555,210 Redeemable Preference Shares of 1
pence each at par.

On September 19, 1997 a further 55,000 Ordinary Shares of 1 pence each and
54,945,000 Redeemable Preference Shares of 1 pence each were issued at par for
cash. These shares were issued to certain members of the management team.
Management believes that this sale price reflects the fair value of the shares
at that date.

The Redeemable Preference Shares are redeemable on December 31, 2050. The
Company may also redeem any number of Redeemable Preference Shares at any time
by giving at least two business days' notice in writing to the holders. In
addition, the Company shall redeem in full all the Redeemable Preference
Shares on or before the earlier or any listing or sale of 87.5 percent or more
of the issued share capital. No premium is payable on redemption.

The holders of the Redeemable Preference Shares are entitled to receive a
dividend in respect of periods from January 1, 2004 at a rate of 5 percent per
annum. Dividends shall accrue on a daily basis and shall, unless the Company
is prohibited from paying dividends by the Companies Act 1985 or is not
permitted by any financing agreement to which it is a party to pay such
dividend, become a debt due from and payable to the holders of the Redeemable
Preference Shares on January 1 of each year beginning January 1, 2005.

In accordance with FRS4: Capital Instruments, a finance cost has been
calculated to result in a constant rate of return over the period and carrying
amount for these Redeemable Preference Shares and has been included in the
profit and loss account as an appropriation.

F-65

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On a winding up of the Company, the holders of the Redeemable Preference
Shares would be entitled, in priority to any payment to the holders of the
Ordinary Shares, to receive an amount equal to the nominal amount paid up on
each Redeemable Preference Share together with all arrears and accruals of the
preferential dividend payable thereon, whether or not such dividend has become
due and payable.

The holders of the Redeemable Preference Shares have no right to vote at any
general meeting of the Company.

At December 31, 1997 two of the shareholders held share warrants which
entitled them to a maximum of 772,500 Ordinary Shares and 771,727,500
Redeemable Preference Shares issued at par. These are subject to adjustment in
accordance with the conditions set out in the warrant instrument which relate
to any reorganisation of the Company's share capital. The rights under the
share warrants can be exercised by giving 7 days' notice to the Company. The
rights lapse on the earliest of the following dates: the date of a listing of
any part of the share capital on the Official List of the London Stock
Exchange or any other stock exchange; the date of any sale of 85 percent or
more of the issued share capital of the Company; the date on which the Company
goes into liquidation; and February 28, 2007.

17 RESERVES

CASTLE
TRANSMISSION
-----------------------------------
PERIOD FROM PERIOD FROM
FEBRUARY 28, 1997 APRIL 1, 1997 TO
TO MARCH 31, 1997 DECEMBER 31, 1997
----------------- -----------------
(Pounds)000 (Pounds)000

Profit and loss account
At the start of the period............. -- 325
Retained profit/(loss) for the period.. 7 (6,217)
Additional finance cost of non-equity
shares................................ 318 2,862
--- ------
At the end of the period............... 325 (3,030)
=== ======

18 ACQUISITION

On February 28, 1997 the Company acquired the entire share capital of CTI.
CTI had itself acquired the assets and liabilities of Home Service on February
27, 1997, with the intention of CTI's ensuing disposal to the Company.

As the two transactions were enacted for the purpose of the sale and
purchase of Home Service, a provisional fair value exercise was performed by
CTI on the acquisition of the trade and net assets of Home Service on 27
February 1997, giving rise to acquisition goodwill of (Pounds)39.6 million.

The fair value exercise was only provisional at March 31, 1997 as the
elapsed time had not been sufficient to form a final judgement on the fair
value adjustments. The fair value exercise has now been finalised and as a
result goodwill has been increased by (Pounds)1.2 million. See note 24.

The consideration paid for the acquisition of the shares of CTI by the
Company amounted to (Pounds)45 million plus fees of (Pounds)7.5 million.
(Pounds)7.2 million had been paid or accrued at March 31, 1997, which gave
rise to additional goodwill of (Pounds)7.5 million.

F-66

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In addition, the BBC was paid (Pounds)199 million by CTI as a repayment of
the loan made by the BBC on the transfer of the assets and liabilities of Home
Service. The total consideration paid by the Group amounted to (Pounds)244
million (excluding fees), which resulted in total goodwill in the Consolidated
Financial Statements of (Pounds)48 million. This goodwill has been capitalised
and will be written off over 20 years, the period over which the Directors
consider that the Group will derive economic benefits.

19 COMMITMENTS

(a) Capital commitments at the end of the financial period for which no
provision has been made, were as follows:

Contracted........................ 4,192 4,785 11,431
Authorised but not contracted..... 7,969 6,490 89,729
===== ===== ======

(b) Annual commitments under non-cancellable operating leases were as
follows:

CASTLE
TRANSMISSION
-----------------------
AT DECEMBER 31,
1997
-----------------------
LAND AND
BUILDINGS OTHER
----------- -----------
(Pounds)000 (Pounds)000

Operating leases which expire:
Within one year...................................... 90 159
In the second to fifth years inclusive............... 343 385
Over five years...................................... 235 --
--- ---
668 544
=== ===

20 PENSION SCHEME

Home Service

Home Service participated in a multi-employer pension scheme operated by the
BBC. The scheme is a defined benefit scheme whereby retirement benefits are
based on the employees' final remuneration and length of service and is funded
through a separate trustee administered scheme. Contributions to the scheme
are based on pension costs for all members of the scheme across the BBC and
are made in accordance with the recommendations of independent actuaries who
value the scheme at regular intervals, usually triennially. Pension scheme
assets are not apportioned between different parts of the BBC.

The pension rate charged to Home Service was 4.5 percent for the year ended
March 31, 1996 and for the period from April 1, 1996 to February 27, 1997.
This charge took into account the surplus shown by the last actuarial
valuation of the BBC scheme. Amounts charged were as follows: (Pounds)521,000
in 1996 and (Pounds)491,000 in the period from April 1, 1996 to February 27,
1997.

F-67

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Castle Transmission

The pension charge is not comparable between Home Service and Castle
Transmission due to the former having a reduced charge as a result of the
surplus in the BBC Pension scheme.

Under the terms of the sale agreement Castle Transmission was temporarily
participating in the BBC Pension scheme until July 31, 1997. From August 1,
1997 the Group was committed under the sale agreement to establish its own
pension scheme.

In respect of past service benefits, members were able to choose between
transferring past service benefits to the Group scheme or leaving them in the
BBC Pension scheme. To the extent that past service benefits were transferred,
the BBC Pension scheme made a full transfer payment to the Group scheme
calculated in accordance with the actuarial basis as set out in the sale
agreement.

The pension charge for the period from February 28, 1997 to March 31, 1997
included in the accounts represented contributions payable to the BBC Pension
scheme and amounted to (Pounds)156,000. Contributions are calculated at the
employers' contribution rate of 17.7 per cent of pensionable salary. The
contribution rate has been determined by a qualified actuary and is specified
in the sale agreement.

At August 1, 1997 Castle Transmission established its own pension scheme.
This is a defined benefit scheme and assets were transferred from the BBC
Pension scheme to the extent that members chose to transfer past benefits.
From August 1, the Castle Transmission Pension Scheme will be liable in
respect of future pension benefits. The pension charge for the period from
April 1, 1997 to December 31, 1997 was (Pounds)1,490,000.

There were no outstanding or prepaid contributions at either the beginning
or end of the financial periods.

The Group also established a defined contribution scheme which will have a
backdated start date of August 1, 1997. This scheme will be open to employees
joining the Group after March 1, 1997. The defined benefit scheme will not be
open to these employees. The pensionable charge for the period from April 1,
1997 to December 31, 1997 represents contributions under this scheme amounting
to (Pounds)nil.

21 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS

HOME SERVICE CASTLE TRANSMISSION
--------------------------- ---------------------------------
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED APRIL 1, 1996 FEBRUARY 28, 1997 APRIL 1, 1997
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31,
1996 1997 1997 1997
----------- --------------- ----------------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Operating profit........ 7,785 14,002 1,245 8,776
Depreciation and
amortisation charge.... 12,835 13,038 1,819 16,854
(Increase)/Decrease in
stocks................. (678) 294 (2) (746)
Decrease/(Increase) in
debtors................ 2,571 (258) (5,372) (2,937)
Increase/(Decrease) in
creditors.............. 1,798 (649) 8,066 6,036
------ ------ ------ ------
Cash inflow from
operating activities... 24,311 26,427 5,756 27,983
====== ====== ====== ======

F-68

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

22 ANALYSIS OF CASH FLOWS FOR HEADINGS NOTED IN THE CASH FLOW STATEMENT

HOME SERVICE CASTLE TRANSMISSION
---------------------------- ---------------------------------
PERIOD FROM PERIOD FROM PERIOD FROM
YEAR ENDED APRIL 1, 1996 TO FEBRUARY 28, 1997 APRIL 1, 1997
MARCH 31, FEBRUARY 27, TO MARCH 31, TO DECEMBER 31,
1996 1997 1997 1997
----------- ---------------- ----------------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

RETURNS ON INVESTMENT
AND SERVICING OF
FINANCE
Interest received....... -- -- 49 242
Interest paid........... -- -- (934) (2,670)
------- ------- -------- --------
Net cash outflow for
returns on investment
and servicing of
finance................ -- -- (885) (2,428)
======= ======= ======== ========
CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENTS
Purchase of tangible
fixed assets........... (18,079) (21,810) (748) (14,361)
Proceeds on disposal of
tangible fixed assets.. 889 1,718 -- --
------- ------- -------- --------
Net cash outflow for
capital expenditure and
financial investments.. (17,190) (20,092) (748) (14,361)
======= ======= ======== ========
ACQUISITIONS AND
DISPOSALS
Purchase of subsidiary
undertaking (see note
24).................... -- -- (52,141) (307)
Amount paid to BBC on
acquisition............ -- -- (199,000) --
------- ------- -------- --------
Net cash outflow for
acquisition and
disposals.............. -- -- (251,141) (307)
======= ======= ======== ========
FINANCING
Issue of shares......... -- -- 102,348 550
Increase/(decrease) in
corporate funding...... (7,121) (6,335) -- --
Debt due beyond a year:
Facility A (net of issue
costs)................. -- -- 120,056 --
Facility B (net of issue
costs)................. -- -- 34,302 --
Repayment of Facility A
and B.................. -- -- -- (157,500)
New Facility............ -- -- -- 24,000
Guaranteed Bonds........ -- -- -- 120,527
------- ------- -------- --------
Net cash
inflow/(outflow) from
financing.............. (7,121) (6,335) 256,706 (12,423)
======= ======= ======== ========

23 ANALYSIS OF NET DEBT DUE AFTER ONE YEAR

OTHER
AT FEBRUARY 27, NON-CASH AT MARCH 31,
1997 CASHFLOW CHANGES 1997
--------------- ----------- ----------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Cash at bank and in
hand................... -- 9,688 -- 9,688
Debt due after 1 year... -- (154,358) -- (154,358)
--- -------- --- --------
-- (144,670) -- (144,670)
=== ======== === ========

OTHER
AT MARCH 31, NON-CASH AT DECEMBER 31,
1997 CASHFLOW CHANGES 1997
------------ ----------- ----------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

Cash at bank and in
hand................... 9,688 (1,536) -- 8,152
Finance leases.......... -- -- (711) (711)
Debt due after 1 year... (154,358) 12,973 (2,142) (143,527)
-------- ------ ------ --------
(144,670) 11,437 (2,853) (136,086)
======== ====== ====== ========

F-69

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

24 PURCHASE OF SUBSIDIARY UNDERTAKING

AT MARCH 31, FAIR VALUE AT DECEMBER 31,
1997 ADJUSTMENTS 1997
------------ ----------- ---------------
(Pounds)000 (Pounds)000 (Pounds)000

Net assets acquired:
Tangible fixed assets........... 207,038 -- 207,038
Stocks.......................... 119 134 253
Debtors......................... 4,972 (97) 4,875
Creditors--trade................ (6,033) 49 (5,984)
--owed to BBC on
acquisition............... (199,000) -- (199,000)
Provisions (see note 15)........ (1,723) (1,016) (2,739)
-------- ------ --------
Adjusted net assets acquired.... 5,373 (930) 4,443
Goodwill........................ 46,768 1,237 48,005
-------- ------ --------
Cost of acquisition including
related fees................... 52,141 307 52,448
======== ====== ========
Satisfied by:
Cash............................ 52,141 307 52,448
======== ====== ========

The total consideration paid by Castle Transmission included the assumption
and subsequent repayment of (Pounds)199 million paid to the BBC, see note 18.

Fair value adjustments

The fair value adjustments result from the completion of the fair value
exercise performed by CTI on the acquisition of Home Service and the under
accrual of fees by the Company, in relation to the acquisition of CTI, at
March 31, 1997. The (Pounds)1,237,000 increase in goodwill relates
predominantly to the provision of (Pounds)1,250,000 in respect of a dispute
over wind loading fees. This dispute was an existing contingent liability at
the date of acquisition and consequently provision has been made against the
fair value of the assets and liabilities of Home Service at February 27, 1998.

25 RELATED PARTY DISCLOSURES

Home Service

Throughout the year ended March, 31 1996 and the period from April 1, 1996
to February 27, 1997, Home Service entered into a number of transactions with
other parts of the BBC. Substantially all of these transactions are exempt
from the disclosure provisions of FRS 8 "Related Party Disclosures" as they
have been undertaken between different parts of the BBC, and are eliminated in
the consolidated accounts of the BBC. However, brief details of the nature of
these transactions are set out below.

The majority of Home Service's income arises from trading with other parts
of the BBC. Prices are set at BBC group level on the basis of cost budgets
prepared by Home Service. The aggregate value of such sales in each of the
years covered by the combined financial statements is given in Note 3.

Administrative costs include expenses re-charged to Home Service by the BBC.
These re-charges related to costs incurred centrally in respect of pension,
information technology, occupancy and other administration costs. These
charges amounted to (Pounds)5.8 million in 1996 and (Pounds)1.2 million in the
period between April 1, 1996 and February 27, 1997. The reduced charge for the
period to February 27, 1997 is a result of more functions being carried out by
employees of Home Service in preparation for the change to a stand alone
entity.

F-70

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In addition, re-charges were also made for distribution costs relating to
telecommunication links between the BBC and the transmitting stations and
these were then internally re-charged to other parts of the BBC. The charges
amounted to (Pounds)5.6 million in 1996 and (Pounds)6.4 million in the period
between April 1, 1996 and February 27, 1997.

Castle Transmission

The Shareholders of Castle Transmission are:

Crown Castle International Corp. ("CCIC", formerly Castle Tower Holding
Corp.), Candover Investments plc and funds managed by it ("Candover"),
TeleDiffusion de France International S.A ("TdF") and Berkshire Partners LLC
and funds managed by it ("Berkshire"). They are considered to be related
parties as they are the consortium who own 99 percent of the shares of the
Company.

Castle Transmission paid fees to shareholders in respect of expenses
incurred during the acquisition and success fees. Castle Transmission also has
management agreements with CCIC (for commercial and financial advice and
training and consultancy) and TdF (for technical advice and consulting), these
agreements run for five years from February 28, 1997. Fees are payable on the
basis of an annual fee for agreed services provided to Castle Transmission,
together with fees on a commercial arm's length basis for any additional
services provided. In addition Castle Transmission has agreed to reimburse
shareholders' expenses in relation to attendance at board meetings. The
amounts paid and accrued by the Company during the period were as follows:

TOTAL AMOUNTS
PAYABLE AT
AMOUNTS AMOUNTS AMOUNTS MARCH 31,
RELATED PARTY EXPENSED CAPITALISED PAID 1997
------------- ----------- ----------- ----------- -------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

CCIC....................... 20 1,763 1,763 20
Candover................... 1 244 244 1
TdF........................ -- 129 -- 129
Berkshire.................. 1 315 316 --
--- ----- ----- ---
22 2,451 2,323 150
=== ===== ===== ===

TOTAL AMOUNTS TOTAL AMOUNTS
PAYABLE AT PAYABLE AT
MARCH 31, AMOUNTS AMOUNTS AMOUNTS DECEMBER 31,
RELATED PARTY 1997 EXPENSED CAPITALISED PAID 1997
------------- ------------- ----------- ----------- ----------- -------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000

CCIC.................... 20 253 -- 246 27
Candover................ 1 16 -- 13 4
TdF..................... 129 -- -- 129 --
Berkshire............... -- 55 -- 43 12
--- --- --- --- ---
150 324 -- 431 43
=== === === === ===

Ongoing BBC relationship

At the time of the acquisition of Home Service, Castle Transmission entered
into a ten year transmission contract with the BBC for the provision of
domestic terrestrial analogue television and radio transmission services
expiring on March 31, 2007. Thereafter, the contract continues until
terminated by twelve months notice by either party on March 31 in any contract
year from and including March 31, 2007. It may also be terminated early if
certain conditions are met.

F-71

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THF BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The contract provides for charges of approximately (Pounds)46 million to be
payable by the BBC to Castle Transmission for the year to March 31, 1998.
Castle Transmission's charges for subsequent years of the contract are largely
determined by a formula which escalates the majority of the charges by a
factor which is 1% below the rate of increase in the Retail Price Index over
the previous calendar year. Those elements of the charges which are subject to
the escalation formula for the contract year commencing April 1, 1998 amount
to approximately (Pounds)46 million.

26 POST BALANCE SHEET EVENTS

On January 23, 1998, the Board of Directors adopted: (i) the All Employee
Share Option Scheme; (ii) the Management Share Option Scheme; and (iii)
individual share option arrangements for certain directors of the Company.

The All Employee Share Option Scheme provides for an unlimited number of
shares to be granted to all employees of the Company. The Board may select any
number of individuals to apply for the grant of an option. Not later than
thirty days following the date by which an application must be made, the Board
may grant to each applicant the number of options specified in his
application. These options may be exercised at the earliest of the third
anniversary of the date of grant, in the event of a flotation or in the event
of a take-over, reconstruction, liquidation or option exchange as set out in
the Scheme rules. For options granted under this scheme the option price and
the number of shares will not change during the life of the option.

Under the terms of the Management Share Option Scheme and the individual
share option arrangements, share options may be granted to employees or
directors of the Company as determined by the Board of Directors up to a
maximum of 460,000 Ordinary Shares and 459,540,000 Redeemable Preference
Shares. Options will vest over periods of up to four years and have a maximum
term of up to nine years. For options over 223,333 Ordinary Shares and
223,110,000 Redeemable Preference Shares, the option price and the number of
shares will not change during the life of the option. The remaining options
are subject to certain performance criteria.

On January 23, 1998 and January 30, 1998 the Company granted options to
purchase an aggregate of 460,000 Ordinary Shares and 459,540,000 Redeemable
Preference Shares under the terms of the individual share option arrangements
and the Management Share Option Scheme, respectively. The weighted average
price for such options is 1.16 pence for Ordinary Shares and 1.16 pence for
Redeemable Preference Shares. The weighted average vesting period for such
options is 1.13 years. Any accounting charge resulting from a difference
between the fair value of the rights to the shares at the date of grant and
the amount of consideration to be paid for the shares will be charged to the
profit and loss account in the year to December 31, 1998 and subsequent years
according to the vesting provisions of the arrangements. Where the options are
subject to performance criteria, the amount initially recognised will be based
on a reasonable expectation of the extent to which these criteria will be met
and will be subject to subsequent adjustments as necessary to deal with
changes in the probability of performance criteria being met.

Update of post balance sheet events (Unaudited)

On March 23, 1998, the Company granted options to purchase an aggregate of
40,750 Ordinary Shares and 40,709,250 Redeemable Preference Shares under the
terms of the All Employee Share Option Scheme. The price for such options is
1.00 pence for both Ordinary Shares and Redeemable Preference Shares. The
vesting period for such options is three years.

The accounting charge related to share options included within the unaudited
consolidated financial statements for the three months ended March 31, 1998 is
(Pounds) 1,751,000.

F-72

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On April 23, 1998, the Board of Directors adopted share option arrangements
for certain individuals. On that same date, the Company granted options to
purchase 60,000 Ordinary Shares and 59,940,000 Redeemable Preference Shares
under the terms of such share option arrangements. These options will vest
over a period of four years and have a maximum term of six years. The weighted
average price of such options is 1.75 pence for both Ordinary Shares and
Redeemable Preference Shares. The weighted average vesting period for such
options is two years.

27 SUMMARY OF DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance
with UK GAAP, which differ in certain respects from US GAAP. The differences
that affect Home Service and Castle Transmission are set out below:

(A) TANGIBLE FIXED ASSETS

During 1993 Home Service revalued upwards its investments in certain
identifiable tangible fixed assets. Such upward revaluation is not permissible
under US GAAP. Rather, depreciated historical cost must be used in financial
statements prepared in accordance with US GAAP.

In the period between April 1, 1996 and February 27, 1997 there were a
number of transfers of fixed assets to and from other parts of the BBC as
explained in note 10. For US GAAP purposes these transfers have been accounted
for under the as-if-pooling-of-interests method for transactions between
entities under common control.

(B) DEFERRED TAXATION

Under UK GAAP, deferred taxes are accounted for to the extent that it is
considered probable that a liability or asset will crystallise in the
foreseeable future. Under US GAAP, deferred taxes are accounted for on all
timing differences and a valuation allowance is established in respect of
those deferred tax assets where it is more likely than not that some portion
will remain unrealised. Deferred tax also arises in relation to the tax effect
of other US GAAP adjustments.

The Group accounts for costs of pensions under the rules set out in the UK
accounting standards. US GAAP is more prescriptive in respect of actuarial
assumptions and the allocation of costs to accounting periods.

(D) CAPITALISED INTEREST

Under US GAAP, interest incurred during the construction periods of tangible
fixed assets is capitalised and depreciated over the life of the assets.

(E) REDEEMABLE PREFERENCE SHARES

Under UK GAAP, preference shares with mandatory redemption features or
redeemable at the option of the security holder are classified as a component
of total shareholders' funds. US GAAP requires such redeemable preference
shares to be classified outside of shareholders' funds.

F-73

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THF BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(F) CASH FLOW STATEMENT

Under US GAAP various items would be reclassified within the consolidated
cash flow statement. In particular, interest received, interest paid and
taxation would be part of net cash flows from operating activities, and
dividends paid would be included within net cash flow from financing. In
addition, under US GAAP, acquisitions and disposals would be included as
investing activities.

Movements in those current investments which are included under the heading
of cash under US GAAP form part of the movements entitled "Management of
liquid resources" in the consolidated cash flow statements.

Summary combined statements of cash flows for Castle Transmission prepared
in accordance with US GAAP are set out below:

HOME SERVICE CASTLE TRANSMISSION
--------------------------- ----------------------------------------
PERIOD FROM
YEAR PERIOD FROM FEBRUARY 28, PERIOD FROM THREE
ENDED APRIL 1, 1996 1997 APRIL 1, 1997 MONTHS
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31, ENDED MARCH
1996 1997 1997 1997 31, 1998
----------- --------------- ------------ --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Net cash provided by
operating activities... 24,311 28,146 4,871 25,555 2,212
Net cash used by
investing activities... (17,190) (21,811) (52,889) (14,668) (7,362)
Net cash (used)/provided
by financing
activities............. (7,121) (6,335) 57,706 (12,423) 4,987
------- ------- ------- ------- ------
Net increase/(decrease)
in cash and cash
equivalents............ -- -- 9,688 (1,536) (163)
Cash and cash
equivalents at
beginning of period.... -- -- -- 9,688 8,152
------- ------- ------- ------- ------
Cash and cash
equivalents at end of
period................. -- -- 9,688 8,152 7,989
======= ======= ======= ======= ======

The following is a summary of the approximate effect on Home Service's and
Castle Transmission's net profit and corporate funding/shareholders' funds of
the application of US GAAP.

HOME SERVICE CASTLE TRANSMISSION
--------------------------- ---------------------------------------------
YEAR PERIOD FROM PERIOD FROM PERIOD FROM THREE
ENDED APRIL 1, 1996 FEBRUARY 28, 1997 APRIL 1, 1997 MONTHS
MARCH 31, TO FEBRUARY 27, TO MARCH 31, TO DECEMBER 31, ENDED MARCH
1996 1997 1997 1997 31, 1998
----------- --------------- ----------------- --------------- -----------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Net profit/(loss) as re-
ported in the profit
and loss accounts...... 7,785 14,002 325 (3,355) (597)
US GAAP adjustments:
Depreciation
adjustment on
tangible fixed
assets............... 3,707 3,993 -- -- --
Pensions.............. -- -- -- 65 39
Capitalised interest.. -- -- 78 801 313
------ ------ ---- ------ ------
Net income/(loss) under
US GAAP................ 11,492 17,995 403 (2,489) (245)
Additional finance cost
of non-equity shares... -- -- (318) (2,862) (987)
------ ------ ---- ------ ------
Net income/(loss)
attributable to
ordinary shareholders
under US GAAP.......... 11,492 17,995 85 (5,351) (1,232)
====== ====== ==== ====== ======

F-74

CASTLE TRANSMISSION SERVICES (HOLDINGS) LTD AND SUBSIDIARIES AND
THE BBC HOME SERVICE TRANSMISSION BUSINESS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

HOME SERVICE CASTLE TRANSMISSION
------------ ----------------------------------------
AT MARCH 31,
------------------------ AT DECEMBER 31, AT MARCH 31,
1996 1997 1997 1998
------------ ----------- --------------- ------------
(Pounds)000 (Pounds)000 (Pounds)000 (Pounds)000
(UNAUDITED)

Corporate
funding/shareholders'
funds as reported in
the balance sheets..... 202,429 102,673 99,868 101,022
US GAAP adjustments:
Depreciation adjust-
ment on tangible
fixed assets......... (35,945) -- -- --
Pensions.............. -- -- 65 104
Capitalised interest.. -- 78 879 1,192
Redeemable preference
shares (including ad-
ditional finance cost
of non-equity
shares).............. -- (102,564) (105,975) (106,962)
------- -------- -------- --------
Corporate
funding/shareholders'
funds/(deficit) under
US GAAP................ 166,484 187 (5,163) (4,644)
======= ======== ======== ========

F-75

===============================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR THE U.S. UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF
OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.

-----------------

TABLE OF CONTENTS

Page
----

Prospectus Summary....................................................... 1
Risk Factors............................................................. 15
Use of Proceeds.......................................................... 25
Dividend Policy.......................................................... 25
Dilution................................................................. 26
Capitalization........................................................... 28
Unaudited Pro Forma Condensed Consolidated Financial Statements.......... 29
Selected Financial and Other Data of CCIC................................ 35
Selected Financial and Other Data of Crown............................... 37
Selected Financial and Other Data of CTI................................. 38
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 40
Industry Background...................................................... 53
Business................................................................. 60
The Roll-Up.............................................................. 89
Management............................................................... 103
Certain Relationships and Related Transactions........................... 111
Ownership of Capital Stock............................................... 114
Description of Capital Stock............................................. 116
Description of Certain Indebtedness...................................... 124
Shares Eligible for Future Sale.......................................... 128
Certain United States Federal Tax Consequences To Non-United States
Holders................................................................. 129
Underwriting............................................................. 131
Validity of Common Stock................................................. 134
Experts.................................................................. 134
Available Information.................................................... 134
Index to Financial Statements............................................ F-1

-----------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

===============================================================================
===============================================================================

[LOGO]

CROWN CASTLE INTERNATIONAL CORP.

COMMON STOCK

-----------------

PROSPECTUS
, 1998

-----------------

LEHMAN BROTHERS

CREDIT SUISSE FIRST BOSTON

GOLDMAN, SACHS & CO.

SALOMON SMITH BARNEY

================================================================================

Subject to Completion, dated June 19, 1998
PROSPECTUS
SHARES

CROWN CASTLE INTERNATIONAL CORP.
COMMON STOCK
------------
Of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), offered hereby, shares are being sold by Crown Castle
International Corp. ("CCIC" or the "Company"), and shares are being sold
by the Selling Stockholder (as defined). See "Ownership of Capital Stock". Of
the shares of Common Stock being offered, shares are being offered
initially outside the United States and Canada (the "International Offering")
by the International Managers and shares are being concurrently offered in
the United States and Canada (the "U.S. Offering") by the U.S. Underwriters
(together with the International Managers, the "Underwriters"). The
International Offering and the U.S. Offering, including the application of the
net proceeds therefrom, are collectively referred to as the "Offering".

Pursuant to a Share Exchange Agreement dated April 24, 1998, (i) all
shareholders of Castle Transmission Services (Holdings) Ltd. ("CTSH") (other
than the Company, TeleDiffusion de France International S.A. ("TdF") and
Digital Future Investments B.V., which is an affiliate of TdF ("DFI") will
exchange their shares of capital stock of CTSH for shares of Common Stock of
the Company and (ii) DFI will exchange its shares of capital stock of CTSH for
shares of Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), of the Company (collectively, the "Exchange"). The closing of the
Offering is conditioned upon the concurrent consummation of the Exchange and
certain other transactions. See "The Roll-Up".

------------

SEE "RISK FACTORS" BEGINNING ON PAGE 15 HEREIN FOR CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Stockholder
- --------------------------------------------------------------------------------

Per Share...................... $ $ $ $
- --------------------------------------------------------------------------------
Total(3)....................... $ $ $ $

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting".
(2) Before deducting expenses payable by the Company estimated to be $ .
(3) The Company has granted the U.S. Underwriters a 30-day option to purchase
up to an aggregate of additional shares of Common Stock on the same
terms and conditions as set forth herein, solely to cover over-allotments,
if any. If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions and Proceeds to the Company will be
, and , respectively. See "Underwriting".
------------
The shares of Common Stock offered by this Prospectus are offered by the
International Managers subject to prior sale, to withdrawal, cancellation, or
modification of the offer without notice, to delivery to and acceptance by the
International Managers and to certain further conditions. It is expected that
delivery of the shares will be made at the offices of Lehman Brothers Inc., New
York, New York, on or about , 1998.
------------
LEHMAN BROTHERS
CREDIT SUISSE FIRST BOSTON
GOLDMAN SACHS INTERNATIONAL
SALOMON SMITH BARNEY

, 1998

[INTERNATIONAL PROSPECTUS -- ALTERNATE PAGE]

===============================================================================
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
STOCKHOLDER OR THE INTERNATIONAL MANAGERS. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER
THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

-----------------

TABLE OF CONTENTS

Page
----

Prospectus Summary........................................................ 1
Risk Factors.............................................................. 15
Use of Proceeds........................................................... 25
Dividend Policy........................................................... 25
Dilution.................................................................. 26
Capitalization............................................................ 28
Unaudited Pro Forma Condensed Consolidated Statement of Operations........ 29
Selected Financial and Other Data of CCIC................................. 35
Selected Financial and Other Data of Crown................................ 37
Selected Financial and Other Data of CTI.................................. 38
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 40
Industry Background....................................................... 53
Business.................................................................. 60
The Roll-Up............................................................... 89
Management................................................................ 103
Certain Relationships and Related Party Transactions...................... 111
Ownership of Capital Stock................................................ 114
Description of Capital Stock.............................................. 116
Description of Certain Indebtedness....................................... 124
Shares Eligible for Future Sale........................................... 128
Certain United States Federal Tax Consequences To Non-United States
Holders.................................................................. 129
Underwriting.............................................................. 131
Validity of Common Stock.................................................. 134
Experts................................................................... 134
Additional Information.................................................... 134
Index to Financial Statements............................................. F-1

-----------------

UNTIL , 1998 (25 DAYS AFTER THE DATE OF THIS INTERNATIONAL PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK IN THE UNITED STATES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS OR WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS IN TRANSACTIONS IN THE UNITED STATES.

================================================================================
================================================================================

[LOGO]

CROWN CASTLE INTERNATIONAL CORP.

COMMON STOCK

-----------------

PROSPECTUS
, 1998

-----------------

LEHMAN BROTHERS

CREDIT SUISSE FIRST BOSTON

GOLDMAN SACHS INTERNATIONAL

SALOMON SMITH BARNEY

================================================================================

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is a table of the registration fee for the Securities and
Exchange Commission, the filing fee for the National Association of Securities
Dealers, Inc., the listing fee for the New York Stock Exchange and estimates
of all other expenses to be incurred in connection with the issuance and
distribution of the securities described in the Registration Statement, other
than underwriting discounts and commissions:

SEC registration fee............................................. $88,500
NASD filing fee.................................................. 30,500
NYSE listing fee................................................. *
Printing and engraving expenses.................................. *
Legal fees and expenses.......................................... *
Accounting fees and expenses..................................... *
Transfer agent and registrar fees................................ *
Miscellaneous.................................................... *
-------
Total.......................................................... $
=======

- --------
* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware ("DGCL")
provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) against the expenses
(including attorney's fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by them in connection with the defense of any
action by reason of being or having been directors or officers, if such person
shall have acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided that such person had no reasonable
cause to believe his conduct was unlawful, except that, if such action shall
be in the right of the corporation, no such indemnification shall be provided
as to any claim, issue or matter as to which such person shall have been
judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware (the "Court of Chancery"), or
any court in such suit or action was brought, shall determine upon application
that, in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnify for such expenses as such court shall
deem proper.

Accordingly, the Certificate of Incorporation and the amendments thereto
dated July 2, 1996, February 19, 1997, June 16, 1997, and October 31, 1997 of
the Company (filed herewith as Exhibits 3.1 through 3.5) provide that the
Company shall, to the maximum extent permitted from time to time under the
DGCL indemnify and upon request shall advance expenses to any person who is or
was a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason or the fact that he is or was or
has agreed to be a director, officer of the Company or while a director or
officer is or was serving at the request of the Company as a director,
officer, partner, trustee, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefits plans, against any and all expenses (including attorney's
fees and expenses), judgments, fines, penalties and amounts paid in settlement
or incurred in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding or claim; provided, however, that the
foregoing shall not require the Company to indemnify or advance expenses to
any person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. Such indemnification
shall not

II-1

be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to
the benefit of the heirs and legal representatives of such person.

Furthermore, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the DGCL as currently in effect or
as the same may hereafter be amended.

The Company's By-laws provide that the Company shall indemnify any person
who was or is party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Company) by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

The Company's By-laws further provide that the Company shall similarly
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In each of the sales described below, unless otherwise indicated, the
Company (or the relevant predecessor) relied on Section 4(2) of the Securities
Act of 1933 for exemption from registration. No brokers or underwriters were
used in connection with any of such sales. The recipients of securities in
each such transaction represented their intention to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution thereof and appropriate legends were affixed to the share
certificates, warrants and notes issued in such transactions. All recipients
had adequate access, through their relationship with the Company, to
information about the Company.

Through May 31, 1998, the Company had raised approximately $367.0 million
through private sales of debt and equity securities in a series of private
placements with various institutional and other accredited investors and
certain employees of the Company as described below.

CTC Investment. On January 11, 1995, CTC, a predecessor to CCIC, sold (i) to
Ted B. Miller, Jr. and Edward C. Hutcheson, Jr. (collectively, the "Initial
Stockholders") 270,000 shares of Class A Common Stock, par value $.01 per
share, of CTC for $270,000 and (ii) to Centennial Fund IV, Berkshire Fund III,
A Limited Partnership (via Berkshire Fund III Investment Corp.) and certain
trusts and natural persons that are now members of Berkshire Investors LLC
(collectively, the "Berkshire Fund III Group") and J. Landis Martin
(collectively, the "CTC Purchasers"), (A) 270,000 shares Class B Common Stock,
par value $.01 per share, of CTC for $270,000, (B) 730,380 shares of Series A
Convertible Preferred Stock, par value $.01 per share, of CTC for $4,382,280
and (C) $3,867,720 principal amount of Convertible Secured Subordinated Notes
of CTC (the "CTC Notes") for $3,867,720. As of February 1997, all the CTC
Notes had been converted into 644,620 shares of Series A Convertible Preferred
Stock of the Company. The proceeds received on January 11, 1995 were used by
CTC for the acquisition of towers and ancillary assets from PCI and for
working capital.

II-2

Pursuant to a Securities Exchange Agreement (the "Securities Exchange
Agreement"), dated as of April 27, 1995, among the Company, CTC, the Initial
Stockholders and the CTC Purchasers, such parties effectively made CCIC the
holding company of CTC and converted some of the obligations of CTC into
capital stock of CCIC. Transactions pursuant to the Securities Exchange
Agreement included (i) Centennial Fund IV transferring 208,334 shares of CTC
Series A Convertible Preferred Stock to Berkshire Fund III Group in exchange
for $1,250,004 principal amount of CTC Notes, (ii) Berkshire Fund III Group
and J. Landis Martin converting all remaining CTC Notes held by them ($742,452
principal amount) into 123,742 shares of CTC Series A Convertible Preferred
Stock, (iii) all the outstanding shares of capital stock of CTC being
exchanged for similar stock of CCIC and (iv) the remaining CTC Notes
($3,125,268 principal amount) becoming convertible into shares of Series A
Convertible Preferred Stock (all of which CTC Notes were subsequently
converted in February 1997).

As a result of the exchange of CTC capital stock for CCIC capital stock,
each Initial Stockholder received 135,000 shares of existing Class A Common
Stock, Centennial Fund IV received 216,000 shares of Class B Common Stock and
145,789 shares of Series A Preferred Stock, Mr. Martin received 41,666 shares
of Series A Preferred Stock and Berkshire Fund III Group received 54,000
shares of Class B Common Stock and 666,667 shares of Series A Preferred Stock.
In July 21, 1995, Robert F. McKenzie became a party by amendment to the
Securities Exchange Agreement and received 8,333 shares of Series A Preferred
Stock.

1996 Investors Investment. Pursuant to a Securities Purchase Agreement,
dated as of July 15, 1996, among the Company, Berkshire Fund III Group,
Centennial Fund IV, J. Landis Martin, Edward C. Hutcheson, Jr. and Robert F.
McKenzie, the Company privately placed 864,568 shares of its Series B
Convertible Preferred Stock, par value $.01 per share ("Series B Convertible
Preferred Stock"), for an aggregate purchase price of $10,374,816. Berkshire
Fund III Group paid $6,000,000 for 500,000 shares, Centennial Fund IV paid
$3,724,812 for 310,401 shares, Mr. Martin paid $500,004 for 41,667 shares, Mr.
Hutcheson paid $99,996 for 8,333 shares and Mr. McKenzie paid $50,004 for
4,167 shares. The proceeds received on July 15, 1996 were used for (i) the
purchase of the towers and microwave and SMR businesses from Motorola in
Puerto Rico, (ii) an option payment relating to the acquisition of TEA and
TeleStructures and (iii) working capital.

Berkshire Fund IV Investment. Pursuant to a Securities Purchase Agreement,
dated as of February 14, 1997, among the Company, Centennial Fund V and
Centennial Entrepreneurs Fund V, L.P. (collectively, the "Centennial Fund V
Investors" and, together with Centennial Fund IV, the "Centennial Group"),
Berkshire Fund IV, Limited Partnership (via Berkshire Fund IV Investment
Corp.), and certain trusts and natural persons which are members of Berkshire
Investors LLC (collectively, the "Berkshire Fund IV Group" and, together with
Berkshire Fund III Group, the "Berkshire Partners Group"), PNC Venture Corp.,
Nassau Capital Partners II L.P. ("Nassau Capital"), NAS Partners I L.L.C.
("NAS Partners" and, together with Nassau Capital, the "Nassau Group"), Fay,
Richwhite Communications Limited ("Fay Richwhite"), J. Landis Martin and
Robert F. McKenzie, the Company privately placed 3,529,832 shares of its
Series C Convertible Preferred Stock, par value $.01 per share ("Series C
Convertible Preferred Stock"), for an aggregate purchase price of $74,126,472.
Centennial Fund V Investors paid $15,464,001 for 736,381 shares, Berkshire
Fund IV Group paid $21,809,991 for 1,038,571 shares, PNC Venture Corp. paid
$6,300,000 for 300,000 shares, Nassau Group paid an aggregate of $19,499,991
for 928,571 shares, Fay Richwhite paid $9,999,990 for 476,190 shares, Mr.
Martin paid $999,999 for 47,619 shares and Mr. McKenzie paid $52,500 for 2,500
shares. The proceeds received on February 14, 1997 were used by the Company to
fund a portion of its investment in CTI.

Hutcheson Investment. In March 1997, Edward C. Hutcheson, Jr. exercised
stock options for 69,000 shares of Class B Common Stock. The Company
repurchased these shares and 61,687 shares of his existing Class A Common
Stock for $3,422,118.

TEA Investment. In May 1997, in connection with the Company's acquisition of
the stock of TeleStructures, TEA and TeleShare, Inc. (the "TEA Companies"),
the Company issued 107,142 shares of Class B Common Stock to the shareholders
of the TEA Companies: 48,214 shares to Bruce W. Neurohr, 48,214 shares to
Charles H. Jones and 10,714 shares to Terrel W. Pugh.

II-3

Crown Investment. In August 1997, Robert A. Crown and Barbara Crown sold the
assets of Crown Communications to, and merged CNSI and CMSI with, subsidiaries
of the Company. As partial consideration for these transactions, the Crowns
received 1,465,000 shares of Class B Common Stock. Robert A. Crown and Barbara
Crown are both parties to the Stockholders Agreement and are subject to its
restrictions.

AHA Investment. Pursuant to a Securities Purchase Agreement, dated as of
August 13, 1997, among the Company, American Home Assurance Company ("AHA"),
New York Life Insurance Company ("New York Life"), The Northwestern Mutual
Life Insurance Company ("Northwestern Mutual"), PNC Venture Corp., J. Landis
Martin and affiliates of AHA, the Company privately placed of 292,995 shares
of its Senior Convertible Preferred Stock for an aggregate purchase price of
$29,299,500, together with warrants to purchase 117,198 shares of Class B
Common Stock at $37.54 per share (subject to adjustment, including weighted
average antidilution adjustments). AHA and its affiliates paid $15,099,500 for
150,995 shares and warrants to purchase 60,338 shares of Class B Common Stock.
New York Life and Northwestern Mutual each paid $6,000,000 for 60,000 shares
and warrants to purchase 24,000 shares of Class B Common Stock. PNC Venture
Corp. paid $2,000,000 for 20,000 shares and warrants to purchase 8,000 shares
of Class B Common Stock. Mr. Martin paid $200,000 for 2,000 shares and
warrants to purchase 800 shares of Class B Common Stock. The proceeds received
on August 13, 1997 were used by the Company to fund a portion of the Crown
Merger and working capital.

Harvard Investment. Pursuant to a Securities Purchase Agreement, dated as of
October 31, 1997, among the Company, Berkshire Partners Group, Centennial Fund
V Investors, Nassau Group, Fay Richwhite, Harvard Private Capital Holdings,
Inc. ("Harvard"), Prime VIII, L.P. ("Prime") and the prior purchasers of
Senior Convertible Preferred Stock (other than affiliates of AHA), an
additional 364,500 shares of Senior Convertible Preferred Stock were issued
for an aggregate purchase price of $36,450,000, together with warrants to
purchase 145,800 shares of Class B Common Stock at $37.54 per share (subject
to adjustment, including weighted average antidilution adjustments). Berkshire
Partners Group paid $3,500,000 for 35,000 shares and warrants to purchase
14,000 shares of Class B Common Stock. Centennial V Investors paid $1,000,000
for 10,000 shares and warrants to purchase 4,000 shares of Class B Common
Stock. Nassau Group and Fay Richwhite each paid $2,500,000 for 25,000 shares
and warrants to purchase 10,000 shares of Class B Common Stock. Harvard paid
$14,950,000 for 149,500 shares and warrants to purchase 59,800 shares of Class
B Common Stock. Prime paid $5,000,000 for $50,000 shares and warrants to
purchase 20,000 shares of Class B Common Stock. AHA paid $1,500,000 for 15,000
shares and warrants to purchase 6,000 shares of Class B Common Stock. New York
Life paid $300,000 for 3,000 shares and warrants to purchase 1,200 shares of
Class B Common Stock. Northwestern Mutual paid $4,000,000 for 40,000 shares
and warrants to purchase 16,000 shares of Class B Common Stock. PNC Venture
Corp. paid $1,000,000 for 10,000 shares and warrants to purchase 4,000 shares
of Class B Common Stock. J. Landis Martin paid $200,000 for 2,000 shares and
warrants to purchase 600 shares of Class B Common Stock.

Employee Purchases. On October 30, 1995, in connection with an employment
agreement, an employee of the Company purchased 16,666 shares of Class B
Common Stock from the Company at $6.00 per share. On October 1, 1996, David L.
Ivy purchased 10,000 shares of Class B Common Stock from the Company at $12.00
per share. On February 3, 1997, John L. Gwyn purchased 500 shares of Class B
Common Stock from the Company at $21.00 per share. On June 12, 1997, an
employee of the Company purchased 500 shares of Class B Common Stock from the
Company at $21.00 per share.

Option Exercises. On July 30, 1997, Robert F. McKenzie, a director of the
Company, exercised options for 1,250 shares of Class B Common Stock at an
exercise price of $6.00 per share and on August 8, 1997, exercised options for
2,375 shares of Class B Common Stock at an exercise price of $21.00 per share.

10 5/8% Senior Discount Notes due 2007. On November 20, 1997, the Company
privately placed under Rule 144A and Regulation S of the Securities Act $251.0
million principal amount at maturity ($150,010,150 initial accreted value) of
its 10 5/8% Senior Discount Notes due 2007, yielding net proceeds to the
Company of approximately $143.7 million after deducting discounts and
estimated fees and expenses. Lehman Brothers Inc. and Credit Suisse First
Boston Corporation were the initial purchasers of such securities.

II-4

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------

*1.1 --Form of Underwriting Agreement.
**2.1 --Asset Purchase and Merger Agreement among Crown Network Systems,
Inc., Crown Mobile Systems, Inc., Robert A. Crown, Barbara Crown and
Castle Acquisition Corp. I, Castle Acquisition Corp. II, Castle Tower
Holding Corp. dated July 11, 1997.
**2.2 --First Amended and Restated Asset Purchase and Merger Agreement among
Crown Network Systems, Inc., Crown Mobile Systems, Inc., Robert A.
Crown, Barbara Crown and Castle Acquisition Corp. I, Castle
Acquisition Corp. II, Castle Tower Holding Corp. dated July 11, 1997,
as amended and restated on August 14, 1997.
**2.3 --Stock Purchase Agreement by and between Castle Tower Holding Corp.,
Bruce W. Neurohr, Charles H. Jones, Ronald J. Minnich, Ferdinand G.
Neurohr and Terrel W. Pugh dated May 12, 1997 ("TEA Stock Purchase
Agreement").
*2.4 --Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp., TeleDiffusion de
France International S.A., Digital Future Investments B.V. and
certain shareholders of Castle Transmission Services (Holdings) Ltd.
dated as of April 24, 1998.
**3.1 --Certificate of Incorporation of Castle Tower Holding Corp. dated
April 26, 1995.
**3.2 --Certificate of Amendment of Certificate of Incorporation of Castle
Tower Holding Corp. dated July 2, 1996.
**3.3 --Certificate of Amendment of Certificate of Incorporation of Castle
Tower Holding Corp. dated February 19, 1997.
**3.4 --Certificate of Amendment of Certificate of Incorporation of Castle
Tower Holding Corp. dated June 16, 1997.
**3.5 --Certificate of Amendment of Certificate of Incorporation of Castle
Tower Holding Corp. dated October 31, 1997.
**3.6 --Amended and Restated Bylaws of Castle Tower Holding Corp. dated
February 24, 1997.
*3.7 --Form of Restated Certificate of Incorporation of Crown Castle
International Corp.
*3.8 --Form of Amended and Restated Bylaws of Crown Castle International
Corp.
**4.1 --Indenture between Crown Castle International Corp. and United States
Trust Company of New York, as trustee (including exhibits).
**4.2 --Amended and Restated Stockholders Agreement among Castle Tower
Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert
A. Crown and Barbara Crown and the persons listed on Schedule I
thereto dated August 15, 1997.
*4.3 --Article Fourth of Certificate of Incorporation of Castle Tower
Holding Corp. (included in Exhibits 3.1 through 3.5).
**4.4 --Trust Deed related to (Pounds)125,000,000 9 per cent. Guaranteed
Bonds due 2007 among Castle Transmission (Finance) PLC, as Issuer,
Castle Transmission International Ltd and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture Trust
Corporation p.l.c., as Trustee, dated May 21, 1997.
**4.5 --First Supplemental Trust Deed related to (Pounds)125,000,000 9 per
cent. Guaranteed Bonds due 2007 among Castle Transmission (Finance)
PLC, as Issuer, Castle Transmission International Ltd and Castle
Transmission Services (Holdings) Ltd, as Guarantors and The Law
Debenture Trust Corporation p.l.c., as Trustee, dated October 17,
1997.

II-5

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
-------- ----------------------

*4.6 --Specimen Certificate of Common Stock.
*5. --Opinion of Cravath, Swaine & Moore with respect to the legality of
the Common Stock.
**10.1 --Registration Rights Agreement by and among Crown Castle
International Corp. and Lehman Brothers Inc. and Credit Suisse First
Boston Corporation dated as of November 25, 1997.
**10.2 --Loan Agreement by and among Castle Tower Corporation, KeyBank
National Association (formerly known as "Society National Bank") and
certain lenders dated April 26, 1995 ("KeyBank Loan Agreement").
**10.3 --First Amendment to KeyBank Loan Agreement dated June 26, 1996.
**10.4 --Second Amendment to KeyBank Loan Agreement dated January 17, 1997.
**10.5 --Third Amendment to KeyBank Loan Agreement dated April 3, 1997.
**10.6 --Fourth Amendment to KeyBank Loan Agreement dated October 31, 1997.
**10.7 --Fifth Amendment to KeyBank Loan Agreement dated November 24, 1997.
**10.8 --Amended and Restated Limited Holdco Guaranty by Crown Castle
International Corp., in favor of KeyBank National Association, as
Agent, dated November 25, 1997.
**10.9 --Memorandum of Understanding regarding Management and Governance of
Castle Tower Holding Corp. and Crown Communications, Inc. dated
August 15, 1997.
+**10.10 --Site Commitment Agreement between Nextel Communications, Inc. and
Castle Tower Corporation dated July 11, 1997.
**10.11 --Independent Contractor Agreement by and between Crown Network
Systems, Inc. and Sprint Spectrum L.P. dated July 8, 1996, including
addendum dated November 12, 1997.
+**10.12 --Independent Contractor Agreement between Crown Network Systems,
Inc. and Powerfone, Inc. d/b/a Nextel Communications dated September
30, 1996.
+**10.13 --Independent Contractor Agreement by and between APT Pittsburgh
Limited Partnership and Crown Network Systems, Inc. dated December
3, 1996.
+**10.14 --Master Lease Agreement between Sprint Spectrum, L.P. and Robert
Crown d/b/a/ Crown Communications dated June 11, 1996 ("Sprint
Master Lease Agreement").
*10.15 --First Amendment to Sprint Master Lease Agreement, dated July 5,
1996 (included in Exhibit 10.14).
*10.16 --Second Amendment to Sprint Master Lease Agreement, dated January
27, 1997 (included in Exhibit 10.14).
+**10.17 --Master Lease Agreement between Powerfone, Inc. d/b/a/ Nextel
Communications and Robert A. Crown d/b/a Crown Communications dated
October 3, 1996.
+**10.18 --Master Lease Agreement between APT Pittsburgh Limited Partnership
and Robert Crown d/b/a Crown Communications dated December 3, 1996.
+**10.19 --Master Tower Lease Agreement between Cellco Partnership d/b/a/ Bell
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and Pennsylvania RSN
No. 6 (II) and Robert A. Crown d/b/a/ Crown Communications dated
December 29, 1995, as amended by a letter agreement dated as of
October 28, 1997.
+**10.20 --Master Tower Lease Agreement between Cellco Partnership d/b/a/ Bell
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and Pennsylvania RSN
No. 6 (II) and Robert A. Crown d/b/a/ Crown Communications dated
December 29, 1995, as amended by a letter agreement dated as of
October 28, 1997.
**10.21 --Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement).

II-6

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------

**10.22 --Services Agreement between Castle Transmission International Ltd
(formerly known as Castle Transmission Services Ltd) and Castle Tower
Holding Corp. dated February 28, 1997.
**10.23 --Shareholders' Agreement among Berkshire Fund IV Investment Corp.,
Berkshire Investors LLC, Berkshire Partners LLC, Candover Investments
PLC, Candover (Trustees) Limited, Candover Partners Limited (as
general partner for 4 limited partnerships), Castle Tower Holding
Corp., Telediffusion de France International S.A., and Diohold
Limited (now known as Castle Transmission Services (Holdings) Ltd)
dated January 23, 1997.
**10.24 --First Amendment to Amended and Restated Stockholders Agreement by
and among Crown Castle International Corp., Edward C. Hutcheson, Jr.,
Ted B. Miller, Jr., Robert A. Crown and Barbara Crown and the persons
listed as Investors dated January 28, 1998.
**10.25 --Third Amendment to Sprint Master Lease Agreement, dated February 12,
1998.
*10.26 --Form of Stockholders Agreement between Crown Castle International
Corp. and certain stockholders listed on Schedule 1 thereto.
*10.27 --Agreement among Castle Transmission Services (Holdings) Ltd.,
Digital Future Investments B.V., Berkshire Partners LLC and certain
shareholders of Castle Transmission Services (Holdings) Ltd. for the
sale and purchase of certain shares of Castle Transmission Services
(Holdings) Ltd., for the amendment of the Shareholders' Agreement in
respect of Castle Transmission Services (Holdings) Ltd. and for the
granting of certain options dated April 24, 1998.
*10.28 --Form of Governance Agreement among Crown Castle International Corp.,
Telediffusion de France International S.A. and Digital Future
Investments B.V.
*10.29 --CTI Operating Agreement
*10.30 --Form of Shareholders' Agreement among Crown Castle International
Corp., Telediffusion de France International S.A. and Castle
Transmission Services (Holdings) Limited.
+*10.31 --Site Sharing Agreement between National Transcommunications Limited
and The British Broadcasting Corporation dated September 10, 1991.
+*10.32 --Transmission Agreement between The British Broadcasting Corporation
and Castle Transmission Services Limited dated February 27, 1997.
+*10.33 --Digital Terrestrial Television Transmission Agreement between The
British Broadcasting Corporation and Castle Transmission
International Ltd. dated February 10, 1998.
+*10.34 --Agreement for the Provision of Digital Terrestrial Television
Distribution and Transmission Services between British Digital
Broadcasting plc and Castle Transmission International Ltd. dated
December 18, 1997.
*10.35 --Loan Amendment Agreement among Castle Transmission International,
Castle Transmission Services (Holdings) Ltd. and certain lenders
dated May 21, 1997.
*10.36 --First Amendment to 1995 Stock Option Plan dated April 1, 1998.
*11 --Computation of net loss per common share.
*21 --Subsidiaries of Crown Castle International Corp.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
*24. --Powers of Attorney.
**27.1 --Financial Data Schedule for the period ended December 31, 1996.
**27.2 --Financial Data Schedule for the period ended September 30, 1997.
**27.3 --Financial Data Schedule for the period ended December 31, 1997.
*27.4 --Financial Data Schedule for the period ended March 31, 1998.
99.1 --Consent of Michel Azibert.
99.2 --Consent of Bruno Chetaille.
99.3 --Consent of William A. Murphy.

II-7

- --------
* To be filed by amendment.
** Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration no. 333-47873).
+ Indicates that portions of the exhibit have been omitted pursuant to a
request for confidential treatment and such portions have been filed with
the Commission separately.

(b) Financial Statement Schedules

Schedule I--Condensed Financial Information of Registrant

All other schedules are omitted because they are not applicable or because
the required information is contained in the financial statements or notes
thereto included in this Registration Statement.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on this 19th day of June, 1998.

Crown Castle International Corp.,

/s/ David L. Ivy
By: _________________________________
NAME: DAVID L. IVY
TITLE: PRESIDENT

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Ted B. Miller, Jr., David L. Ivy and
Charles C. Green, III, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, in connection with the Registrant's Registration Statement on
Form S-1 under the Securities Act of 1933, including to sign the Registration
Statement in the name and on behalf of the Registrant or on behalf of the
undersigned as a director or officer of the Registrant, and any and all
amendments or supplements to the Registration Statement, including any and all
stickers and post-effective amendments to the Registration Statement and to
sign any and all additional registration statements relating to the same
offering of securities as those that are covered by the Registration Statement
that are filed pursuant to Rule 462(b) under the Securities Act of 1933, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any applicable
securities exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 19th day of June, 1998.

SIGNATURE TITLE

/s/ Ted B. Miller, Jr. Chief Executive
- ------------------------------------- Officer and Vice
TED B. MILLER, JR. Chairman of the
Board (Principal
Executive Officer)

/s/ David L. Ivy President and
- ------------------------------------- Director
DAVID L. IVY

/s/ Charles C. Green, III Executive Vice
- ------------------------------------- President and Chief
CHARLES C. GREEN, III Financial Officer
(Principal
Financial Officer)

/s/ Wesley D. Cunningham Vice President,
- ------------------------------------- Chief Accounting
WESLEY D. CUNNINGHAM Officer and
Corporate
Controller
(Principal
Accounting Officer)

II-9

SIGNATURE TITLE

/s/ Carl Ferenbach Chairman of the
- ------------------------------------- Board
CARL FERENBACH

/s/ Robert A. Crown Director
- -------------------------------------
ROBERT A. CROWN

- ------------------------------------- Director
GARTH H. GREIMANN

/s/ Randall A. Hack Director
- -------------------------------------
RANDALL A. HACK

/s/ David C. Hull, Jr. Director
- -------------------------------------
DAVID C. HULL, JR.

/s/ Edward C. Hutcheson, Jr. Director
- -------------------------------------
EDWARD C. HUTCHESON, JR.

/s/ J. Landis Martin Director
- -------------------------------------
J. LANDIS MARTIN

/s/ Robert F. McKenzie Director
- -------------------------------------
ROBERT F. MCKENZIE

/s/ Jeffrey H. Schutz Director
- -------------------------------------
JEFFREY H. SCHUTZ

II-10

CROWN CASTLE INTERNATIONAL CORP.

SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEET (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)

DECEMBER 31,
-----------------
1996 1997
ASSETS ------- --------

Current assets:
Cash and cash equivalents................................. $ 6,093 $ 53,092
Receivables and other current assets...................... 1,073 424
Advances to subsidiaries, net............................. 388 2,611
------- --------
Total current assets.................................... 7,554 56,127
Property and equipment, net of accumulated depreciation of
$0 and $27 at December 31, 1996 and 1997, respectively..... -- 808
Investment in subsidiaries.................................. 5,766 232,229
Investments in affiliates................................... 2,101 59,082
Deferred financing costs and other assets, net of
accumulated amortization of $0 and $69 at December 31, 1996
and 1997, respectively..................................... 49 7,075
------- --------
$15,470 $355,321
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and other accrued liabilities............ $ 130 $ 1,187
------- --------
Total current liabilities............................... 130 1,187
Long-term debt.............................................. -- 151,593
------- --------
Total liabilities....................................... 130 152,780
------- --------
Redeemable preferred stock, $.01 par value; 6,435,228 shares
authorized:
Senior Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--657,495
(stated at redemption value; aggregate liquidation value
of $0 and $68,916, respectively)......................... -- 67,948
Series A Convertible Preferred Stock; shares issued:
December 31, 1996--862,455 and December 31, 1997--
1,383,333 (stated at redemption and aggregate liquidation
value)................................................... 5,175 8,300
Series B Convertible Preferred Stock; 864,568 shares
issued (stated at redemption and aggregate liquidation
value)................................................... 10,375 10,375
Series C Convertible Preferred Stock; shares issued:
December 31, 1996--none and December 31, 1997--3,529,832
(stated at redemption and aggregate liquidation value)... -- 74,126
------- --------
Total redeemable preferred stock........................ 15,550 160,749
------- --------
Stockholders' equity (deficit):
Common stock, $.01 par value; 11,511,109 shares
authorized:
Class A Common Stock; shares issued: December 31, 1996--
270,000 and December 31, 1997--208,313.................. 3 2
Class B Common Stock; shares issued: December 31, 1996 --
297,666 and December 31, 1997 -- 1,873,433 ............. 3 19
Additional paid-in capital................................ 762 58,248
Cumulative foreign currency translation adjustment........ -- 562
Accumulated deficit....................................... (978) (17,039)
------- --------
Total stockholders' equity (deficit) ................... (210) 41,792
------- --------
$15,470 $355,321
======= ========

See notes to consolidated financial statements and accompanying notes.

S-1

CROWN CASTLE INTERNATIONAL CORP.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

STATEMENT OF OPERATIONS (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER
31,
----------------------
1995 1996 1997
---- ------ --------

Other revenues......................................... $ -- $ -- $ 329
Interest and other income.............................. -- 171 2,028
General and administrative expenses.................... -- -- (149)
Corporate development expenses......................... -- (1,249) (3,867)
Depreciation and amortization.......................... -- -- (27)
Interest expense and amortization of deferred financing
costs................................................. -- -- (4,594)
---- ------ --------
Loss before income taxes and equity in earnings (loss-
es) of subsidiaries and unconsolidated affiliate...... -- (1,078) (6,280)
Credit (provision) for income taxes.................... -- 49 (49)
Equity in earnings (losses) of subsidiaries............ (21) 72 (4,475)
Equity in losses of unconsolidated affiliate........... -- -- (1,138)
---- ------ --------
Net loss............................................... (21) (957) (11,942)
Dividends on Senior Convertible Preferred Stock........ -- -- (2,199)
---- ------ --------
Net loss after deduction of dividends on Senior Con-
vertible Preferred Stock.............................. $(21) $ (957) $(14,141)
==== ====== ========

See notes to consolidated financial statements and accompanying notes.

S-2

CROWN CASTLE INTERNATIONAL CORP.
SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

STATEMENT OF CASH FLOWS (UNCONSOLIDATED)

(IN THOUSANDS OF DOLLARS)

YEARS ENDED DECEMBER 31,
---------------------------
1995 1996 1997
------- ------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss......................................... $ (21) $ (957) $ (11,942)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Equity in losses (earnings) of subsidiaries..... 21 (72) 4,475
Amortization of deferred financing costs and
discount on long-term debt..................... -- -- 1,652
Equity in losses of unconsolidated affiliate.... -- -- 1,138
Depreciation and amortization................... -- -- 27
Decrease (increase) in receivables and other as-
sets........................................... -- (1,122) 551
Increase (decrease) in accounts payable and
other accrued liabilities...................... -- 130 (103)
------- ------- ---------
Net cash provided by (used for) operating ac-
tivities..................................... -- (2,021) (4,202)
------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in subsidiaries....................... (4,972) -- (89,989)
Investments in affiliates........................ -- (2,101) (59,487)
Net advances to subsidiaries..................... (100) (288) (2,223)
Capital expenditures............................. -- -- (835)
------- ------- ---------
Net cash used for investing activities........ (5,072) (2,389) (152,534)
------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt......... -- -- 150,010
Proceeds from issuance of capital stock.......... 5,072 10,503 139,867
Principal payments on long-term debt............. -- -- (78,102)
Incurrence of financing costs.................... -- -- (5,908)
Purchase of capital stock........................ -- -- (2,132)
------- ------- ---------
Net cash provided by financing activities..... 5,072 10,503 203,735
------- ------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS......... -- 6,093 46,999
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR.... -- -- 6,093
------- ------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR.......... $ -- $ 6,093 $ 53,092
======= ======= =========
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of long-term debt in connection with
acquisitions.................................... $ -- $ -- $ 78,102
Issuance of Class B Common Stock in connection
with acquisitions............................... -- -- 57,189
Conversion of subsidiary's Convertible Secured
Subordinated Notes to Series A Convertible Pre-
ferred Stock.................................... 743 -- 3,657
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.................................... $ -- $ -- $ 2,943
Income taxes paid................................ -- -- --

See notes to consolidated financial statements and accompanying notes.

S-3

CROWN CASTLE INTERNATIONAL CORP.

SCHEDULE I--CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

NOTES TO FINANCIAL STATEMENTS (UNCONSOLIDATED)

1. INVESTMENT IN SUBSIDIARIES

The Company's investment in subsidiaries is presented in the accompanying
unconsolidated financial statements using the equity method of accounting.
Under the terms of the Senior Credit Facility, the Company's subsidiaries are
limited in the amount of dividends which can be paid to the Company. The
amount of such dividends is limited to (i) $6,000,000 per year until October
31, 2002, and $33,000,000 per year thereafter, and (ii) an amount to pay
income taxes attributable to the Company's subsidiaries. The restricted net
assets of the Company's subsidiaries totaled $232,229,000 at December 31,
1997.

2. LONG-TERM DEBT

Long-term debt consists of the Company's 10 5/8% Senior Discount Notes due
2007.

3. INCOME TAXES

Income taxes reported in the accompanying unconsolidated financial
statements are determined by computing income tax assets and liabilities on a
consolidated basis, for the Company and members of its consolidated federal
income tax return group, and then reducing such consolidated amounts for the
amounts recorded by the Company's subsidiaries on a separate tax return basis.

S-4

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----

*1.1 --Form of Underwriting Agreement.
**2.1 --Asset Purchase and Merger Agreement among Crown Network
Systems, Inc., Crown Mobile Systems, Inc., Robert A. Crown,
Barbara Crown and Castle Acquisition Corp. I, Castle
Acquisition Corp. II, Castle Tower Holding Corp. dated July
11, 1997.
**2.2 --First Amended and Restated Asset Purchase and Merger
Agreement among Crown Network Systems, Inc., Crown Mobile
Systems, Inc., Robert A. Crown, Barbara Crown and Castle
Acquisition Corp. I, Castle Acquisition Corp. II, Castle Tower
Holding Corp. dated July 11, 1997, as amended and restated on
August 14, 1997.
**2.3 --Stock Purchase Agreement by and between Castle Tower Holding
Corp., Bruce W. Neurohr, Charles H. Jones, Ronald J. Minnich,
Ferdinand G. Neurohr and Terrel W. Pugh dated May 12, 1997
("TEA Stock Purchase Agreement").
*2.4 --Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp.,
TeleDiffusion de France International S.A., Digital Future
Investments B.V. and certain shareholders of Castle
Transmission Service (Holdings) Ltd. dated as of April 24,
1998.
**3.1 --Certificate of Incorporation of Castle Tower Holding Corp.
dated April 26, 1995.
**3.2 --Certificate of Amendment of Certificate of Incorporation of
Castle Tower Holding Corp. dated July 2, 1996.
**3.3 --Certificate of Amendment of Certificate of Incorporation of
Castle Tower Holding Corp. dated February 19, 1997.
**3.4 --Certificate of Amendment of Certificate of Incorporation of
Castle Tower Holding Corp. dated June 16, 1997.
**3.5 --Certificate of Amendment of Certificate of Incorporation of
Castle Tower Holding Corp. dated October 31, 1997.
**3.6 --Amended and Restated Bylaws of Castle Tower Holding Corp.
dated February 24, 1997.
*3.7 --Form of Restated Certificate of Incorporation of Crown Castle
International Corp.
*3.8 --Form of Amended and Restated Bylaws of Crown Castle
International Corp.
**4.1 --Indenture between Crown Castle International Corp. and United
States Trust Company of New York, as trustee (including
exhibits).
**4.2 --Amended and Restated Stockholders Agreement among Castle
Tower Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller,
Jr., Robert A. Crown and Barbara Crown and the persons listed
on Schedule I thereto dated August 15, 1997.
*4.3 --Article Fourth of Certificate of Incorporation of Castle
Tower Holding Corp. (included in Exhibits 3.1 through 3.5).
**4.4 --Trust Deed related to (Pounds)125,000,000 9 per cent.
Guaranteed Bonds due 2007 among Castle Transmission (Finance)
PLC, as Issuer, Castle Transmission International Ltd and
Castle Transmission Services (Holdings) Ltd., as Guarantors,
and The Law Debenture Trust Corporation p.l.c., as Trustee,
dated May 21, 1997.
**4.5 --First Supplemental Trust Deed related to (Pounds)125,000,000
9 per cent. Guaranteed Bonds due 2007 among Castle
Transmission (Finance) PLC, as Issuer, Castle Transmission
International Ltd and Castle Transmission Services (Holdings)
Ltd, as Guarantors, and The Law Debenture Trust Corporation
p.l.c., as Trustee, dated October 17, 1997.
*4.6 --Specimen Certificate of Common Stock.

EXHIBIT
NO. DESCRIPTION PAGE
-------- ----------- ----

*5. --Opinion of Cravath, Swaine & Moore with respect to the
legality of Common Stock.
**10.1 --Registration Rights Agreement by and among Crown Castle
International Corp. and Lehman Brothers Inc. and Credit
Suisse First Boston Corporation dated as of November 25,
1997.
**10.2 --Loan Agreement by and among Castle Tower Corporation,
KeyBank National Association (formerly known as "Society
National Bank") and certain lenders dated April 26, 1995
("KeyBank Loan Agreement").
**10.3 --First Amendment to KeyBank Loan Agreement dated June 26,
1996.
**10.4 --Second Amendment to KeyBank Loan Agreement dated January 17,
1997.
**10.5 --Third Amendment to KeyBank Loan Agreement dated April 3,
1997.
**10.6 --Fourth Amendment to KeyBank Loan Agreement dated October 31,
1997.
**10.7 --Fifth Amendment to KeyBank Loan Agreement dated November 24,
1997.
**10.8 --Amended and Restated Limited Holdco Guaranty by Crown Castle
International Corp., in favor of KeyBank National
Association, as Agent, dated November 25, 1997.
**10.9 --Memorandum of Understanding regarding Management and
Governance of Castle Tower Holding Corp. and Crown
Communications, Inc. dated August 15, 1997.
+**10.10 --Site Commitment Agreement between Nextel Communications,
Inc. and Castle Tower Corporation dated July 11, 1997.
+**10.11 --Independent Contractor Agreement by and between Crown
Network Systems, Inc. and Sprint Spectrum L.P. dated July 8,
1996, including addendum dated November 12, 1997.
+**10.12 --Independent Contractor Agreement between Crown Network
Systems, Inc. and Powerfone, Inc. d/b/a Nextel Communications
dated September 30, 1996.
+**10.13 --Independent Contractor Agreement by and between APT
Pittsburgh Limited Partnership and Crown Network Systems,
Inc. dated December 3, 1996.
+**10.14 --Master Lease Agreement between Sprint Spectrum, L.P. and
Robert Crown d/b/a/ Crown Communications dated June 11, 1996
("Sprint Master Lease Agreement").
10.15 --First Amendment to Sprint Master Lease Agreement, dated July
5, 1996 (included in Exhibit 10.14).
10.16 --Second Amendment to Sprint Master Lease Agreement, dated
January 27, 1997 (included in Exhibit 10.14).
+**10.17 --Master Lease Agreement between Powerfone, Inc. d/b/a/ Nextel
Communications and Robert A. Crown d/b/a Crown Communications
dated October 3, 1996.
+**10.18 --Master Lease Agreement between APT Pittsburgh Limited
Partnership and Robert Crown d/b/a Crown Communications dated
December 3, 1996.
+**10.19 --Master Tower Lease Agreement between Cellco Partnership
d/b/a/ Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and
Pennsylvania RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown
Communications dated December 29, 1995, as amended by a
letter agreement dated as of October 28, 1997.
+**10.20 --Master Tower Lease Agreement between Cellco Partnership
d/b/a/ Bell Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P. and
Pennsylvania RSN No. 6 (II) and Robert A. Crown d/b/a/ Crown
Communications dated December 29, 1995, as amended by a
letter agreement dated as of October 28, 1997.
**10.21 --Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement).
**10.22 --Services Agreement between Castle Transmission International
Ltd (formerly known as Castle Transmission Services Ltd) and
Castle Tower Holding Corp. dated February 28, 1997.

EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----

**10.23 --Shareholders' Agreement among Berkshire Fund IV Investment
Corp., Berkshire Investors LLC, Berkshire Partners LLC,
Candover Investments PLC, Candover (Trustees) Limited,
Candover Partners Limited (as general partner for 4 limited
partnerships), Castle Tower Holding Corp., Telediffusion de
France International S.A., and Diohold Limited (now known as
Castle Transmission Services (Holdings) Ltd) dated January 23,
1997.
**10.24 --First Amendment to Amended and Restated Stockholders
Agreement by and among Crown Castle International Corp.,
Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert A. Crown
and Barbara Crown and the persons listed as Investors dated
January 28, 1998.
**10.25 --Third Amendment to Sprint Master Lease Agreement, dated
February 12, 1998.
*10.26 --Form of Stockholders Agreement between Crown Castle
International Corp. and certain stockholders listed on
Schedule 1 thereto.
*10.27 --Agreement among Castle Transmission Services (Holdings) Ltd.,
Digital Future Investments B.V., Berkshire Partners LLC and
certain shareholders of Castle Transmission Services
(Holdings) Ltd. for the sale and purchase of certain shares of
Castle Transmission Services (Holdings) Ltd., for the
amendment of the Shareholders' Agreement in respect of Castle
Transmission Services (Holdings) Ltd. and for the granting of
certain options, dated April 24, 1998.
*10.28 --Form of Governance Agreement among Crown Castle International
Corp., Telediffusion de France International S.A. and Digital
Future Investments B.V.
*10.29 --CTI Operating Agreement.
*10.30 --Form of Shareholders' Agreement among Crown Castle
International Corp., Telediffusion de France International
S.A. and Castle Transmission Services (Holdings) Ltd.
+*10.31 --Site Sharing Agreement between National Transcommunications
Limited and The British Broadcasting Corporation dated
September 10, 1991.
+*10.32 --Transmission Agreement between the British Broadcasting
Corporation and Castle Transmission Services Limited dated
February 27, 1997.
+*10.33 --Digital Terrestrial Television Transmission Agreement between
the British Broadcasting Corporation and Castle Transmission
International Ltd. dated February 10, 1998.
+*10.34 --Agreement for the Provision of Digital Terrestrial Television
Distribution and Transmission Services between British Digital
Broadcasting plc and Castle Transmission International Ltd.
dated December 18, 1997.
*10.35 --Loan Amendment Agreement among Castle Transmission
International Ltd., Castle Transmission Services (Holdings)
Ltd. and certain lenders dated May 21, 1997.
*10.36 --First Amendment to 1995 Stock Option Plan dated April 1,
1998.
*11 --Computation of net loss per common share.
*21 --Subsidiaries of Crown Castle International Corp.
23.1 --Consent of KPMG Peat Marwick LLP.
23.2 --Consent of Ernst & Young LLP.
23.3 --Consent of Cravath, Swaine & Moore (included in Exhibit 5).
**24 --Powers of Attorney.
**27.1 --Financial Data Schedule for the period ended December 31,
1996.
**27.2 --Financial Data Schedule for the period ended September 30,
1997.
**27.3 --Financial Data Schedule for the period ended December 31,
1997.
*27.4 --Financial Data Schedule for the period ended March 31, 1998.

EXHIBIT
NO. DESCRIPTION PAGE
------- ----------- ----

99.1 --Consent of Michel Azibert.
99.2 --Consent of Bruno Chetaille.
99.3 --Consent of William A. Murphy.

- --------
* To be filed by amendment.
** Incorporated by reference to the exhibits with the corresponding exhibit
numbers in the Registration Statement on Form S-4 previously filed by the
Registrant (Registration no. 333-43873).
+ Indicates that portions of the exhibit have been omitted pursuant to a
request for confidential treatment and such portions have been filed with
the Commission separately.


 
                                                                   EXHIBIT 23.1
 
The Board of Directors
Crown Castle International Corp.:
 
  The audits referred to in our report dated February 20, 1998, included the
related financial statement schedule as of December 31, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997, included
in the Registration Statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
 
  We consent to the use of our reports included herein and to the reference to
our firm under the headings "Summary and Selected Financial and Other Data of
CCIC", "Selected Financial and Other Data of Crown", "Summary and Selected
Financial and Other Data of CTI", and "Experts" in the Prospectus.
 
                                          KPMG Peat Marwick LLP
 
Houston, Texas
June 19, 1998


 
                                                                   EXHIBIT 23.2
 
                                    CONSENT
 
  We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 28, 1996, with respect to the financial
statements of TEA Group Incorporated included in the Registration Statement on
Form S-1 and related Prospectus of Crown Castle International Corp. dated June
19, 1998.
 
                                          Ernst & Young LLP
 
Atlanta, Georgia
June 19, 1998


 
                                                                    EXHIBIT 99.1



Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX  77057

Ladies and Gentlemen:

        The undersigned hereby consents to being designated as a person expected
to become a director of Crown Castle International Corp., a Delaware corporation
(the "Company"), in the Company's Registration Statement on Form S-1.

                                        Very truly yours,

                                        /s/ Michel Azibert
                                        -----------------------
                                        Michel Azibert


                                        Date:  June 15, 1998
                                              -----------------


 
                                                                    EXHIBIT 99.2



Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX  77057

Ladies and Gentlemen:

        The undersigned hereby consents to being designated as a person expected
to become a director of Crown Castle International Corp., a Delaware corporation
(the "Company"), in the Company's Registration Statement on Form S-1.

                                        Very truly yours,

                                        /s/ Bruno Chetaille
                                        -----------------------
                                        Bruno Chetaille


                                        Date:  le 18/06/1998
                                              -----------------


 
                                                                    EXHIBIT 99.3



Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX  77057

Ladies and Gentlemen:

        The undersigned hereby consents to being designated as a person expected
to become a director of Crown Castle International Corp., a Delaware corporation
(the "Company"), in the Company's Registration Statement on Form S-1.

                                        Very truly yours,

                                        /s/ William A. Murphy
                                        -----------------------
                                        William A. Murphy


                                        Date:  17/6/98
                                              -----------------