As filed with the Securities and Exchange Commission on May 12, 1999
Registration No. 333-
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UNITED STATES
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)
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Delaware 4899 76-0470458
(State or other (Primary Standard Industrial (I.R.S.
jurisdiction of Classification Code Number) Employer
incorporation or Identification
organization) Number)
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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)
Mr. Charles C. Green, III
Executive Vice President and Chief Financial Officer
Crown Castle International Corp.
501 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
Approximate date of commencement of proposed sale to the public: May 12,
1999.
If the securities being registered on this Form are being 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. [X] Registration No. 333-74553
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 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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Proposed
Proposed Maximum
Title of each Class of Amount Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered Per Unit Price(a) Registration Fee
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9% Senior Notes due
2011.................. $180,000,000 100% $180,000,000(b) $50,040(c)(d)
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10 3/8% Senior Discount
Notes due 2011........ $500,000,000 $603.39 $301,695,000(e) $83,871.21(d)(f)
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(a) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 promulgated under the Securities Act
of 1933.
(b) Represents an increase of $30,000,000 from amount of Senior Notes due 2011
previously registered.
(c) $41,700 of this amount was previously paid.
(d) The Registrant has instructed a bank to wire a total filing fee in the
amount of $8,811.21 to the Securities and Exchange Commission's account;
the registrant will not revoke such instructions; and there are sufficient
funds in such Registrant's account to cover the amount of such filing
fees.
(e) Represents an increase of $1,695,000 from the amount of gross proceeds of
Senior Notes due 2011 previously registered.
(f) $83,400 of this amount was previously paid.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional amounts of 9% Senior Notes due 2011 and 10 3/8% Senior Discount
Notes due 2011 of Crown Castle International Corp., a Delaware corporation,
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (File No. 333-74553)
are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
All the exhibits filed with or incorporated by reference in Registration
Statement No. 333-74553 are incorporated by reference into, and shall be
deemed part of, this registration statement, including:
5.2 Opinion of Cravath, Swaine & Moore with respect to the legality of the notes being offered
23.2 Consent of Cravath, Swaine & Moore (included in opinion filed as Exhibit 5.2)
24 Power of Attorney (included on signature page of Registration No. 333-74553)
except the following which are filed herewith:
23.1 Consent of KPMG LLP (filed herewith)
(b) Financial Statement Schedules
All the financial statement schedules filed with or incorporated by
reference in Registration Statement No. 333-74553 are incorporated by
reference into, and shall be deemed part of, this registration statement.
II-1
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 12th day of May, 1999.
CROWN CASTLE INTERNATIONAL CORP.,
/s/ Charles C. Green, III
by __________________________________
Name: Charles C. Green, III
Title:
Executive Vice President and
Chief Financial Officer
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 12th day of May, 1999.
Signature Title
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* Chief Executive Officer
------------------------------------- and Vice Chairman of
Ted B. Miller, Jr. the Board (Principal
Executive Officer)
* President and Director
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David L. Ivy
/s/ Charles C. Green, III Executive Vice President
------------------------------------- and Chief Financial
Charles C. Green, III Officer (Principal
Financial Officer)
* Senior Vice President,
------------------------------------- Chief Accounting
Wesley D. Cunningham Officer and Corporate
Controller (Principal
Accounting Officer)
* Chairman of the Board
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Carl Ferenbach
* Director
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Michael Azibert
* Director
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Bruno Chetaille
II-2
Signature Title
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* Director
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Robert A. Crown
* Director
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Randall A. Hack
* Director
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Robert F. McKenzie
* Director
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William A. Murphy
* Director
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Jeffrey H. Schutz
/s/ Charles C. Green, III
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Charles C. Green, III
Attorney-in-Fact
II-3
EXHIBIT INDEX
Exhibit
No. Description
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5.2** Opinion of Cravath, Swaine & Moore with respect to the notes being
offered
23.1 Consent of KPMG LLP
23.2** Consent of Cravath, Swaine & Moore (included in opinion filed as
Exhibit 5.2)
24* Power of Attorney
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* Included on the signature page of Registration No. 333-74227.
** Incorporated by reference to the Exhibit of the same number to Amendment
No. 5 to the Registration Statement on Form S-1 (Registration No. 333-
74553) which was filed by the Company on May 7, 1999.
EXHIBIT 23.1
The Board of Directors
Crown Castle International Corp.:
The audits referred to in our report dated February 24, 1999, related to
Crown Castle International Corp. and its subsidiaries, include the related
financial statement schedule as of December 31, 1998 and 1997, and for each of
the years in the three-year period ended December 31, 1998, incorporated by
reference in this 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 as incorporated by reference herein and
to the reference to our firm under the heading "Independent Auditors" in the
prospectus, which is also incorporated by reference herein.
/s/ KPMG LLP
Houston, Texas
May 12, 1999
