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): March 4, 2005
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
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01—REGULATION FD DISCLOSURE
On March 4, 2005, the Company issued a press release announcing growth in site leasing activity for the fourth quarter of 2004 and the postponement of its 2004 earnings release and conference call. The March 4 press release is furnished herewith as Exhibit 99.1 to this Form 8-K.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 4, 2005 | |
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CROWN CASTLE INTERNATIONAL CORP. |
| By: /s/ E. Blake Hawk |
| Name: E. Blake Hawk Title: Executive Vice President and General Counsel |
Date: March 9, 2005
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 4, 2005 | |
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Exhibit 99.1
| Contacts: | W. Benjamin Moreland, CFO | |||||||||||||
| Jay Brown, Treasurer | ||||||||||||||
| Crown Castle International Corp. | ||||||||||||||
| FOR IMMEDIATE RELEASE | 713-570-3000 |
CROWN CASTLE INTERNATIONAL ANNOUNCES STRONG
GROWTH IN SITE LEASING ACTIVITY & POSTPONES
EARNINGS RELEASE DATE
March 4, 2005 – HOUSTON, TEXAS – Crown Castle announced today strong growth in new site leasing activity. For the fourth quarter of 2004, Crown Castle continued to experience better than expected site leasing activity and concluded the full year 2004 with more than a 40% increase in site leasing activity as compared to 2003.
Crown Castle has postponed its 2004 earnings release and conference call originally scheduled for March 9, 2005 and March 10, 2005, respectively, in order to allow its independent auditor time to complete the audit of its financial statements. The postponement relates to Crown Castle’s announced restatement of its prior years’ financial statements resulting from changes in non-cash elements of its lease accounting, as previously announced on February 15, 2005. Crown Castle plans to complete and file its Form 10-K and release fourth quarter and full year 2004 results no later than March 31, 2005. Crown Castle will issue a press release announcing the specific date and time of the rescheduled fourth quarter earnings release and conference call upon completion of the audit.
Additionally, John P. Kelly, Crown Castle’s Chief Executive Officer, is scheduled to speak Monday, March 7, 2005 at 2:15 p.m. eastern time at the Raymond James Institutional Investors Conference. Mr. Kelly’s presentation will be broadcast live over the Internet and is expected to last approximately 30 minutes. The live audio webcast link and presentation for the conference will be available on the Company’s website at http://www.crowncastle.com, where it will also be archived for replay.
News Release continued:
Page 2 of 2
Crown Castle International Corp. engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 68 of the top 100 United States markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 10,600 and over 1,300 wireless communication sites in the U.S. and Australia, respectively. For more information on Crown Castle visit: http://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 the timing of the completion and filing of our Form 10-K. 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 SEC.