============================================================================== 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): January 16, 2003 Crown Castle International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 0-24737 76-0470458 (State or Other (Commission File (IRS Employer Jurisdiction of Number) Identification Incorporation) 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 9. Regulation FD Disclosure On January 16, 2003, Crown Castle International Corp. ("Company") sent a notice to the directors and executive officers of the Company informing them that, as a result of a change in the Company's 401(k) plan provider, between the dates of January 24, 2003 and on or about February 17, 2003, there will be a trading blackout period with respect to the trading of equity securities of the Company acquired in connection with service or employment to the Company. A copy of such notice is filed herewith as Exhibit 99.1 and is incorporated herein by reference. This exhibit is not filed but furnished pursuant to Regulation FD. 1
Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1 Notice to directors and executive officers of Crown Castle International Corp. 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: January 16, 2003 3
EXHIBIT INDEX Exhibit No. Description 99.1 Notice to directors and executive officers of Crown Castle International Corp. 4
EXHIBIT 99.1 [Crown Castle International Corp. Logo] MEMO To: Directors and Executive Officers of Crown Castle International Corp. From: E. Blake Hawk and Don Reid Re: Blackout Trading Period Relating to 401(k) Plan Provider Change The Sarbanes-Oxley Act prohibits the directors and executive officers (including family members) of Crown Castle International Corp. ("Company") from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any common stock or other equity security (including any derivative security relating to such equity security) of the Company during the Blackout Period (as described below), if such equity security was "acquired in connection with" the director's or executive officer's service or employment to or with the Company. The penalty for violation of the prohibition is a loss of the profits realized from the transaction. Information regarding the Blackout Period: 1) Reason for the Blackout Period: The Blackout Period will result from the Company changing the provider for the Company's 401(k) Plan ("Plan") from PNC Bank to Charles Schwab Retirement Plan Services with the restriction on Plan participants indicated below. 2) Plan transactions to be suspended during, or otherwise affected by, the Blackout Period: During the Blackout Period, most Plan transactions and information will be unavailable to a Plan participant including Plan loan distributions, changes in Plan investment elections and trading in Plan funds and assets (including Company common stock). Plan contributions and loan repayments can be processed during the Blackout Period. 3) Description of the class of equity securities subject to the Blackout Period: The class of Company equity securities in the Plan subject to or affected by the Blackout Period is Company common stock (par value $0.01 per share). [Note: The restriction on Company directors and executive officers trading during the Blackout Period is applicable to all Company common stock and other equity securities "acquired in connection with" services or employment to or with the Company as indicated above] 4) Actual or expected beginning and ending dates: The Blackout Period is contemplated to begin on January 24, 2003 and end on or about February 17, 2003. If you have any questions regarding the Blackout Period including the transactions prohibited by Company directors and executive officers during the Blackout Period, please contact E. Blake Hawk (713-570-3155 or bhawk@crowncastle.com) or Don Reid (713-570-3147 or dreid@crowncastle.com) at Crown Castle International Corp., 510 Bering Drive, Suite 500, Houston, Texas 77057.