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 14, 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 14, 2005, the Company issued (1) a press release announcing the formation of a new subsidiary, Crown Castle Mobile Media and (2) a press release announcing a collaboration between Crown Castle Mobile Media and Samsung Electronics regarding mobile media. The March 14 press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K.
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 14, 2005 | |
| 99.2 | Press Release dated March 14, 2005 | |
The information in this Form 8-K and Exhibit 99.1 and Exhibit 99.2 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 14, 2005
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated March 14, 2005 | |
| 99.2 | Press Release dated March 14, 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 FORMS NEW SUBSIDIARY TO DELIVER
MOBILE TELEVISION TO HANDHELD DEVICES INCLUDING
CELL PHONES
| • | Network to be built using unencumbered nationwide spectrum |
| • | Commercial deployment expected to begin in select major markets in 2005 |
| • | Allen & Company has acquired a minority interest and will advise company |
| • | Business expected to be separately financed, possibly including addition of strategic partner |
MARCH 14, 2005 - HOUSTON, TEXAS - Crown Castle International Corp. (NYSE: CCI) announced today that it has formed a new subsidiary, Crown Castle Mobile Media, to deliver live mobile television services to handheld devices including cell phones.
Crown Castle Mobile Media intends to build and operate a dedicated digital network for broadcasting digital television content to these devices. The proposed network will utilize five megahertz (MHz) of unencumbered nationwide spectrum acquired by Crown Castle through Federal Communications Commission auction 46 in 2003. The technology being used, Digital Video Broadcasting–Handheld (DVB-H), is currently expected to become the global standard for mobile television and has been formally adopted by both the DVB Organization and the European Telecommunications Standards Institute (ETSI). Crown Castle and Nokia have recently completed successful demonstration trials of this open-standard technology in Pittsburgh, Pennsylvania. Crown Castle Mobile Media expects to begin commercial deployment of this service in select major US markets during 2005.
“Crown Castle owns over 10,000 wireless towers and holds a nationwide spectrum license,” stated John P. Kelly, President and Chief Executive Officer of Crown Castle. “These valuable assets, combined with our proven expertise in digital broadcasting in the UK, provide a unique opportunity to take a leading position in the emerging mobile television market. We look forward to partnering with content providers and wireless services providers to introduce commercial services.”
News Release continued:
Page 2 of 3
“Nokia and Crown Castle broadcast mobile television for the first time in the US during live market trials that began in Pittsburgh last October and are working together to bring mobile television and radio to the hands of wireless users across the United States. Crown Castle’s support of DVB-H is further evidence that DVB-H is a robust, open standard that will not only bring high-quality television and radio to the market, but will ensure a vibrant marketplace for infrastructure equipment, innovative devices, and compelling services,” said Richard Sharp, vice president of Nokia’s Rich Media business unit.
Allen & Company LLC, the New York-based investment bank, has made an equity investment to acquire a minority interest in Crown Castle Mobile Media and will advise the company. Richard Fields, Managing Director of Allen & Company, commented, “Mobile television is likely to be one of the most widely adopted of a new class of high-value, mobile services. We expect Crown Castle Mobile Media may become a market leader in enabling this service due to its unique ability to make available five MHz of completely vacant and unencumbered spectrum which is currently available for deployment. Combined with the largest tower footprint in major markets in the country and the selection of an accepted global technology standard, we believe that over the next few years Crown Castle Mobile Media could effectively reach most of the major US markets before any other new entrant is able to clear meaningful spectrum for such a dedicated service.”
“The success of the DVB-H deployment will be a function of the health and strength of its ecosystem,” stated Marc Cetto, Texas Instruments (TI) general manager of Mobile Connectivity Solutions. “Crown Castle’s nationwide, available spectrum, coupled with its broadcasting and wireless experience, should be key to a winning digital television deployment in the US market. TI is in full support of Crown Castle’s activities and believes that open industry standards like DVB-H are going to be the winners in the mobile digital television market. TI’s ‘Hollywood’ single-chip for digital television on mobile phones, together with Crown Castle and other DVB-H supporters – whether carriers, handset manufacturers or content providers – should help drive digital television services for mobile devices to the mass market in the US”
Regarding the future funding needs of launching this business, Ben Moreland, Chief Financial Officer of Crown Castle, noted, “It is our intent that this entity be largely funded on a standalone basis. We will work together with Allen & Company to develop the most attractive funding options for the business, which may include the introduction of a significant strategic partner to assist us in pursuing this exciting opportunity.”
News Release continued:
Page 3 of 3
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 US 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 (i) the build, operation, development, and deployment of a network for mobile television, (ii) commercial launch and acceptance of mobile television or DVB-H, (iii) competitive position with respect to mobile television and (iv) funding of Crown Castle Mobile Media. 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.
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Exhibit 99.2
| Contacts: | W. Benjamin Moreland, CFO | |||
| Jay Brown, Treasurer | ||||
| Crown Castle International Corp. | ||||
| FOR IMMEDIATE RELEASE | 713-570-3000 |
SAMSUNG AND CROWN CASTLE ANNOUNCE DVB-H
MOBILE MEDIA COLLABORATION AT CTIA
MARCH 14, 2005 - HOUSTON, TEXAS – Crown Castle Mobile Media, a subsidiary of Crown Castle International Corp. (NYSE: CCI) today announced it will work together with Samsung Electronics to accelerate the provision of digital television services to handset devices in the US market. This digital video broadcast technology collaboration will be on display at the Samsung booth (#1045, Hall B1) throughout this week’s Cellular Telecommunications & Internet Association (CTIA) trade show in New Orleans.
Samsung will be the world’s first wireless phone manufacturer to launch DVB-H handsets supporting both WCDMA/EVDO and GSM/GPRS networks. Visitors to the Samsung booth at CTIA will be able to view Samsung wireless phones with quality, built-in television screens receiving real DVB-H streaming television and Radio channels.
Crown Castle Mobile Media has an unencumbered nationwide US spectrum license and anticipates building a DVB-H network across the US to transmit high-quality, multi-channel live and streaming digital television for reception on suitably-equipped cell phones. Samsung is developing premium handsets to work on the Crown Castle Mobile Media network.
The demonstration at CTIA will showcase wireless phones with 2” QVGA screens supporting 226k colors, up to 30 frames per second, and 300 kbit/s per channel speeds. The phones have MPE-FEC error correction implemented and use the latest H.264 and AAC+ video/audio decoding technologies.
“Samsung is recognized as a global leader bringing to market multimedia technologies that enhance the way consumers are able to use and interact with their wireless phones,” said Dale Sohn, VP of Samsung’s Overseas Investment Group. “We understand the value of working with companies like Crown Castle Mobile Media to develop cutting-edge solutions like DVB-H.”
News Release continued:
Page 2 of 2
Mr. Michael Schueppert, President of Crown Castle Mobile Media, said, “We are very excited to have a world-class leader in multimedia mobile phones like Samsung to assist in driving these new services. This collaboration will put Samsung in a position to become a key handset supplier to Crown Castle Mobile Media’s anticipated Pittsburgh DVB-H customer trial.”
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 US 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 US and Australia, respectively. For more information on Crown Castle visit: http://www.crowncastle.com.
Samsung Electronics Co., Ltd. is a global leader in semiconductor, telecommunication, digital media and digital convergence technologies with 2004 parent company sales of $55.2 billion and net income of $10.3 billion. Employing approximately 123,000 people in 93 offices in 48 countries, the company consists of five main business units: Digital Appliance Business, Digital Media Business, LCD Business, Semiconductor Business and Telecommunication Network Business. Recognized as one of the fastest growing brands, Samsung Electronics is the world’s largest producer of color monitors, color TVs, memory chips and TFT-LCDs. For more information, please visit: http://www.samsung.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 Samsung/Crown Castle Mobile Media collaboration (ii) the build, operation, development, and deployment of a network for mobile television and (iii) competitive position with respect to mobile television. 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.
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