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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

 

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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.

 

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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

 

On December 4, 2003, the Company issued a press release announcing that it intends to offer in a private transaction $200 million of senior notes. 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

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: December 4, 2003

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated December 4, 2003

 

 

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EXHIBIT 99.1

 

[CROWN CASTLE INTERNATIONAL NEWS RELEASE GRAPHIC]

 

 

 

CROWN CASTLE INTERNATIONAL ANNOUNCES

PROPOSED SENIOR NOTES OFFERING

 

December 4, 2003—Houston, Texas—Crown Castle International Corp. (NYSE: CCI) announced today that it intends to offer in a private transaction $200 million of senior notes due 2013. Crown Castle expects to use the proceeds from this offering to tender in the near term for its outstanding 9% Senior Notes and tender or purchase certain other of its indebtedness.

 

This press release is not an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which any such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The notes will be offered to qualified institutional buyers under Rule 144A and to persons outside of the United States under Regulation S. The notes will not be registered under the Securities Act of 1933, as amended (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.

 

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 dollar amount to be raised through the proposed notes offering, (ii) the use of proceeds from the notes offering, and (iii) 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.