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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): April 27, 1998
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-43873 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
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Item 5. Other Events
Crown Castle International Corp. ("CCIC") announced
that it had entered into a share exchange agreement with
certain shareholders of Castle Transmission Services
(Holdings) Ltd. In connection with the share exchange, CCIC
intends to offer shares of its common stock in an initial
public offering this summer. A registration statement in
respect of such initial public offering has not yet been
filed with the Securities and Exchange Commission and any
securities offered in such initial public offering will only
be offered by means of a prospectus forming a part of such a
registration statement.
A copy of the press release issued by CCIC on April
27, 1998, with respect to the share exchange agreement and
initial public offering is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated April 27, 1998
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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/ Wesley D. Cunningham
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Vice President, Corporate Controller
and Chief Accounting Officer
May 6, 1998
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release dated April 27, 1998
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Exhibit 99.1
CROWN CASTLE INTERNATIONAL CORP. ANNOUNCES
SHARE EXCHANGE AGREEMENT
HOUSTON, Texas -- April 27, 1998 -- Ted Miller, the
CEO of Crown Castle International Corp. "(CCIC)" and Castle
Transmission Services (Holdings) Ltd, announced today that
CCIC has entered into a share exchange agreement with certain
shareholders of Castle Transmission Services (Holdings) Ltd
pursuant to which certain of Castle Transmission's
shareholders have agreed to exchange their shares of Castle
Transmission for shares of CCIC. Upon the consummation of the
exchange, CCIC's ownership of Castle Transmission will
increase from 34.3% to approximately 80%. Consummation of the
share exchange is subject to a number of significant
conditions, including certain third party consents and the
consummation of an initial public offering of common stock by
CCIC.
Mr. Miller also announced that in connection with
the share exchange, CCIC intends to offer shares of its
common stock in an underwritten initial public offering this
summer. A registration statement in respect of such initial
public offering has not yet been filed with the Securities
and Exchange Commission and any securities offered in such
initial public offering will only be offered by means of a
prospectus forming a part of such a registration statement.
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