UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 2003
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-16441 | 76-0470458 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (713) 570-3000
This document includes “forward-looking” statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Other than statements of historical fact, all
statements regarding industry prospects, the consummation of the transactions
described in this document and the Company’s expectations regarding the future
performance of its businesses and its financial position are forward-looking statements.
These forward-looking statements are subject to numerous risks and uncertainties.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On December 4, 2003, the Company issued a press release announcing that it priced $300 million of its 7.5% Senior Notes due 2013. The December 4 press release is attached as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 4, 2003 | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN CASTLE INTERNATIONAL CORP. | ||
| By: | /s/ E. Blake Hawk | |
| Name: |
E. Blake Hawk | |
| Title: |
Executive Vice President and General Counsel | |
Date: December 4, 2003
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated December 4, 2003 | |
4
EXHIBIT 99.1
[CROWN CASTLE INTERNATIONAL NEWS RELEASE GRAPHIC]
| Contacts: | W. Benjamin Moreland, CFO Jay Brown, VP Finance Crown Castle International Corp. 713-570-3000 | |||||
| Ken Dennard / ksdennard@drg-e.com Lisa Elliott / lelliott@drg-e.com DRG&E 713-529-6600 |
CROWN CASTLE INTERNATIONAL RAISES
$300 MILLION IN SENIOR NOTES OFFERING
December 4, 2003—HOUSTON, TEXAS—Crown Castle International Corp. (NYSE:CCI) today announced that it priced $300 million of its 7.5% Senior Notes due 2013. Crown Castle expects to use the net proceeds from this offering, together with existing cash balances, to tender in the near term for its outstanding 9% Senior Notes and 9 1/2% Senior Notes. Closing of the offering is scheduled for December 11, 2003.
The notes are offered solely to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (“Securities Act”) and to persons outside of the United States under Regulation S under the Securities Act. The notes will not be registered under the Securities Act, or any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers and rooftops as well as analog and digital audio and television broadcast transmission systems. Crown Castle offers near-universal broadcast coverage in the United Kingdom and significant wireless communications coverage to 68 of the top 100 United States markets, to more than 95 percent of the UK population and to more than 92 percent of the Australian population. Crown Castle owns, operates and manages over 15,500 wireless communication sites internationally. For more information on Crown Castle, visit: www.crowncastle.com.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements that are based on our management’s current expectations. Such statements include, but are not limited to, plans, projections and estimates regarding (i) the use of proceeds from the notes offering and (ii) the effect of the notes offering on our utilization of cash. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors which could affect our results is included in our filings with the Securities and Exchange Commission.