As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-_____
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Crown Castle International Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
76-047058
(I.R.S. Employer Identification No.)
510 Bering Drive
Suite 500
Houston, TX 77057
(713) 570-3000
(Address and telephone number of principal executive offices)
---------------------------
Crown Castle International Corp. 1995 Stock Option Plan
Castle Transmissions Services (Holdings) Ltd.
All Employee Share Option Scheme
Castle Transmissions Services (Holdings) Ltd.
Unapproved Share Option Scheme
Castle Transmissions Services (Holdings) Ltd.
Bonus Share Plan
Castle Transmissions Services (Holdings) Ltd.
Deed of Grant Options to Ted B. Miller, Jr.
David L. Ivy and George R. Reese
---------------------------
Mr. Charles C. Green, III
Executive Vice President
and Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, TX 77057
(713) 570-3000
(Name, address and telephone number of agent for service)
with copies to
Stephen L. Burns, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
---------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share..... 22,029,326(1) $ 8.09(2) $178,217,247.34(2)
Common Stock, par value $.01 per share..... 9,390,925(3) $11.54(4) $108,371,274.50(4)
- ------------------------------------------- --------------- --------------------- --------------------- ---------------
Options to acquire Common Stock............ 357,357(5) $3.94(2) $1,407,986.58(2)
- ------------------------------------------- --------------- --------------------- --------------------- ---------------
Options to acquire Common Stock............ 357,357 (6) $3.94(2) $1,407,986.58(2) $80,454.42
=========================================================================================================================
</TABLE>
(1) Includes (i) 17,636,876 shares issuable pursuant to the CCIC 1995
Stock Option Plan, (ii) 285,250 shares issuable pursuant to the CTSH
All Employee Share Option Scheme, (iii) 1,649,844 shares issuable
pursuant to the CTSH Unapproved Share Option Scheme, (iv) 357,357
shares issuable pursuant to the CTSH Bonus Share Plan and (v)
2,100,000 shares issuable to CTSH option grants to Ted B. Miller, Jr.,
David L. Ivy and George R. Reese.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h)(1) under the Securities Act based on a
weighted average of the exercise price of options to purchase Common
Stock issued under the CCIC 1995 Stock Option Plan, the CTSH Employee
Share Option Scheme, the CTSH Unapproved Share Option Scheme, the CTSH
Bonus Share Plan and CTSH option grants to Ted B. Miller, Jr., David
L. Ivy and George R. Reese.
(3) Shares registered for resale hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act.
(5) Represents compensatory options to acquire Common Stock issued to
employees by a trust affiliated with CCIC (the "Trust") pursuant to
the CTSH Bonus Share Plan.
(6) Represents options to acquire Common Stock issued by CCIC to the Trust
pursuant to the CTSH Bonus Share Plan.
===========================================================================
<PAGE>
2
PROSPECTUS
CROWN CASTLE INTERNATIONAL CORP.
9,390,925 shares of Common Stock
of Crown Castle International Corp.
This Prospectus covers the offering for resale of shares (the
"Shares") of Common Stock, par value $.01 per share, of Crown Castle
International Corp. ("CCIC") by the Selling Stockholders named herein under
"Selling Stockholders", who acquired (or will acquire) their Shares
pursuant to the CCIC 1995 Stock Option Plan, the All Employee Share Option
Scheme of Castle Transmission Services (Holdings) Ltd. ("CTSH"), the CTSH
Unapproved Share Options Scheme, the CTSH Bonus Share Plan and the CTSH
Deed of Grant Options to Ted B. Miller, Jr., David L. Ivy and George R.
Reese. CCIC will not receive any proceeds from the sale of the Shares
covered by this Prospectus. This Prospectus covers the offering for resale
of (i) Shares acquired by the Selling Shareholders prior to the filing of a
Registration Statement on Form S-8 by CCIC ("Restricted Shares") and (ii)
Shares acquired by Selling Shareholders who are affiliates of CCIC (within
the meaning of Rule 144) after the filing of a Registration Statement on
Form S-8 ("Control Shares").
The Shares are listed on the Nasdaq Stock Market's National
Market ("Nasdaq") under the symbol "TWRS".
The shares covered by this Prospectus may be offered for sale
from time to time on Nasdaq or otherwise, at prices then obtainable.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is November 16, 1998
<PAGE>
3
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED BY CCIC TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN
CONNECTION WITH THE OFFERING DESCRIBED HEREIN. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR A SOLICITATION WITHIN ANY STATE TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
CCIC is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Regional Offices of the Commission at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a Web site
(htt://www.sec.gov) that contains reports, proxy and information statements
and other materials that are filed through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
CCIC has filed with the Commission a Registration Statement on
Form S-8 (including any amendments or supplements thereto, the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Shares offered hereby. This Prospectus, which
forms a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain parts of which
have been omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of such
documents are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement and
the exhibits thereto can be inspected and copied at the public reference
facilities and regional offices referred to above.
<PAGE>
4
INCORPORATION BY REFERENCE
The following documents, which are filed with the Commission, are
incorporated in this Prospectus by reference:
(1) The amended Registration Statement of CCIC on Form S-1 filed
with the Commission on August 18, 1998;
(2) The portion of CCIC's Form 8-A dated August 4, 1998 filed
under Section 12 of the Exchange Act, the describes the
Common Stock, and all amendments or reports filed for the
purpose of updating such description; and
(3) CCIC's quarterly reports on Form 10-Q filed on August 12,
1998 and May 15, 1998.
All documents filed by CCIC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from
the respective dates of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein, modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
CCIC hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or
oral request of any such person, a copy of any and all of the documents
referred to above which have been or may be incorporated in this Prospectus
by reference, other than exhibits to such documents which are not
specifically incorporated by reference into such documents. Requests for
such copies should be directed to Vice President (Corporate Affairs), Crown
Castle International Corp., 510 Bering Drive, Suite 500, Houston, TX 77057,
(713) 570-3000.
SELLING STOCKHOLDERS
Set forth below for each of the Selling Stockholders is the
number of Shares that may be sold by
<PAGE>
5
such Selling Stockholder hereunder. All Selling Stockholders are current or
former employees, directors or consultants of CCIC or its predecessors, or
family members of such individuals, and all such Shares were acquired
pursuant to stock based plans of, or compensatory stock-based arrangements
with, CCIC or its applicable predecessors.
<PAGE>
6
<TABLE>
<CAPTION>
Number of
Shares Number of
Benificially Owned Restricted Number of
Name of by Selling Shares Control Shares Amount of Shares
Selling Stockholder and Stockholder to be Offered by to be Offered by Owned After
Position Prior to Selling Selling Completion of
with CCIC(1) Offering(2) Stockholder Stockholder(3) Offering
<S> <C> <C> <C> <C>
Ted B. Miller, Jr. - Chief 4,016,102(a) 105,000 3,983,000 963,102
Executive Officer and Vice
Chairman of the Board
(Principal Executive Offer)
David L. Ivy - President and 1,380,000 120,000 1,880,000 0
Director
John L. Gwyn - Executive 132,500 2,500 475,000 0
Vice President
Kathy Broussard 62,000 2,500 59,500
George Reese 920,000 70,000 850,000
Alan Rees 305,672 70,000 235,672
Nigel L. Turner 99,867 35,000 64,867
John J. Ward 99,867 35,000 64,867
Martin Ellen 99,867 35,000 64,867
Angela M. Dennehy 99,867 35,000 64,867
Terence R. Wing 94,477 35,000 59,477
Robert G. Crutchley 59,703 28,000 31,703
Jonathan Davies 58,088 28,000 30,088
Michael J. Doran 58,088 28,000 30,088
D. Nicholas Davies 58,088 28,000 30,088
Stanley J. Cooper 58,088 28,000 30,088
Robert F. McKenzie-Director 197,500 18,125 104,375 75,000
Thomas A. Beaton 38,565 21,550 17,015
William E. Zierden 14,995 8,875 6,120
Carl Ferenbach-Chairman of 20,735,805(b) 25,000 20,710,805
the Board
Robert A. Crown-Director 5,782,500(c) 762,500 5,645,000
Michel Azibert-Director 50,000 5,000 50,000
Bruno Chetaille-Director 0 5,000 0
William A. Murphy-Director 0 5,000 0
J. Landis Martin 844,035(d) 122,500 714,423
Edward C. Hutcheson, Jr.-
Director 650,000(e) 50,000 600,000
Charles C. Green III -
Executive Vice President 675,000 1,190,000 0
and Chief Financial Officer
Jeffrey H. Schutz -Director 9,837,040(f) 25,000 9,812,040
Randall A. Hack-Director
5,080,080(g) 25,000 5,055,080
---------- ------- --------- ----------
Total Shares 51,507,794 733,550 8,657,375 45,254,757
========== ======= ========= ==========
- ---------------------
</TABLE>
(1) Title of position with CCIC listed for directors and executive
officers only.
(2) In determining the number of shares beneficially owned by each
person, shares that may be acquired by such person pursuant to
options, warrants or convertible stock exercisable or convertible
within 60 days of the date hereof are deemed outstanding for
purposes of determining the total number of outstanding shares
for such person. To the best of CCIC's knowledge, except as
otherwise indicated, beneficial ownership includes sole voting
and dispositive power with respect to all shares.
(3) Includes shares subject to vested and unvested options.
(a) A trust for the benefit of Mr. Miller's children holds 99,995
shares of Common Stock.
(b) Includes 20,710,805 shares of Common Stock beneficially owned by
certain entities in which Mr. Ferenbach has a pecuniary interest.
Mr. Ferenbach disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein.
(c) Includes 2,152,500 shares of Common Stock owned by Mr. Crown,
2,589,375 shares of Common Stock owned by his spouse, over which
she has sole voting and dispositive power, 125,000 shares of
Common Stock that are jointly owned, 915,625 shares of Common
Stock owned by a grantor retained annuity trust for Ms. Crown.
(d) A trust for the benefit of Mr. Martin's children holds 30,000
shares of Common Stock. Mr. Martin is a limited partner in
certain funds that own Common Stock, but disclaims beneficial
ownership of the Company's securities directly beneficially held
by such funds.
(e) A trust for the benefit of Mr. Hutcheson's children holds 50,000
shares of Common Stock.
(f) Includes 9,812,040 shares of Common Stock beneficially owned by
certain entities in which Mr. Schutz has a pecuniary interest.
Mr. Schutz disclaims beneficial ownership of such shares
(g) Includes 5,055,080 shares of Common Stock beneficially owned by
certain entities in which Mr. Hack has a pecuniary interest. Mr.
Hack disclaims beneficial ownership of such shares.
<PAGE>
7
Sales under this Prospectus may also be made by certain unnamed
persons who are employees of, but not directors or controlling persons of,
the Company who hold the lesser of (1) 1,000 Shares or (2) 1% of the Shares
issuable under any of CCIC's plans covering Shares to be offered under this
Prospectus (the "De Minimis Amount"). The amount of Shares that may be
offered by each such unnamed persons under this Prospectus may not exceed
the De Minimis Amount.
PLAN OF DISTRIBUTION
CCIC is not aware of any plan of distribution with respect to
Selling Stockholders. Distribution of the Shares by the Selling
Stockholders may be effected from time to time in one or more transactions
(which may involve block transactions) (i) on the Nasdaq, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such
exchange or in the over-the-counter market or (iv) in a combination of any
such transactions. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of Shares for
whom they may act as agent. The amount of Shares to be reoffered or resold
pursuant to this Prospectus by each Selling Stockholder and any other
person with whom he or she is acting in concert for the purpose of selling
securities of CCIC, may not exceed, during any three-month period, the
amount specified in Rule 144(e) of the Securities Act.
<PAGE>
8
EXPERTS
The consolidated financial statements and schedule of the Company
and its applicable predecessors incorporated by reference in this
Registration Statement have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts
in accounting and auditing.
Certain financial statements of TEA Group Incorporated (a
predecessor to the Company) incorporated by reference in this Registration
Statement have been audited by Ernst & Young LLP and are included herein in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
LEGAL OPINION
Cravath, Swaine & Moore, counsel for the Company, will give its
opinion as to the legality of the Common Stock being offered hereby,
indicating that when sold, the Common Stock will be legally issued, fully
paid and nonassessable.
<PAGE>
9
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of Crown Castle International Corp.
("CCIC"), which are filed with the Commission, are incorporated in this
Prospectus by reference:
(1) The amended Registration Statement of CCIC on Form S-1 filed
with the Commission on August 18, 1998;
(2) The portion of CCIC's Form 8-A dated August 4, 1998 filed
under Section 12 of the Exchange Act, the describes the
Common Stock, and all amendments or reports filed for the
purpose of updating such description; and
(3) CCIC's quarterly reports on Form 10-Q filed on August 12,
1998 and May 15, 1998.
In addition, all documents subsequently filed by CCIC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or supersede, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
10
Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
against the expenses (including attorney's fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by them in
connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
provided that such person had no reasonable cause to believe his conduct
was unlawful, except that, if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim,
issue or matter as to which such person shall have been judged to have been
liable to the corporation unless and to the extent that the Court of
Chancery of the State of Delaware (the "Court of Chancery"), or any court
in such suit or action was brought, shall determine upon application that,
in view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as such court shall deem
proper.
Accordingly, the Certificate of Incorporation of CCIC and
amendments thereto provide that CCIC shall, to the maximum extent permitted
from time to time under the DGCL indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason
or the fact that he is or was or has agreed to be a director, officer of
CCIC or while a director or officer is or was serving at the request of
CCIC as a director, officer, partner, trustee, employee or agent of any
corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefits plans, against any and
all expenses (including attorney's fees and expenses), judgments, fines,
penalties and amounts paid in settlement or incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding ro claim; provided, however, that the foregoing shall not
require CCIC to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of
directors or stockholders or otherwise and shall inure to the benefit of
the heirs and legal representatives of such person.
Furthermore, a director of CCIC shall not be liable to CCIC or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such exemption from liability
<PAGE>
11
or limitation thereof is not permitted under the DGCL as currently in
effect or as the same may hereafter be amended.
CCIC's By-laws provide that CCIC shall indemnify any person who
was or is party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
CCIC) by reason of the fact that he is or was a director, officer, employee
or agent of CCIC, or is or was serving at the request of CCIC as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of CCIC, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
CCIC's By-laws further provide that CCIC shall similarly
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation except that no indemnification shall made in
respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to CCIC unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the
Court of Chancery or such other court shall deem proper.
CCIC carries liability insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
CCIC and its predecessors have issued and sold an aggregate of
733,550 shares of CCIC Common Stock pursuant to various compensatory
arrangements with certain employees of CCIC or its predecessors and their
families who may sell shares pursuant to the Prospectus contained herein.
The issuances were deemed to be exempt from registration under the
Securities Act pursuant to Section 4(2) thereof as transactions that did
not involve any public offering. All recipients had adequate access,
through their relationship with CCIC, to information about CCIC.
<PAGE>
12
Item 8. Exhibits.
5.1 Opinion of Cravath, Swaine & Moore.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Cravath, Swaine & Moore (included in the opinion filed
as Exhibit 5.1).
24.1 Power of Attorney.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of each of the Registrant's annual reports pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant have been advised that in the
<PAGE>
13
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the Registrants in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston State of Texas, this 12
day of November, 1998.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ Charles C. Green, III
------------------------------
Name: Charles C. Green, III
Title: Executive Vice
President and Financial
Officer
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Ted. B. Miller, Jr., David
L. Ivy and Charles C. Green, III, or any of them, each acting alone, his
true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933,
including to sign the Registration Statement in the name and on behalf of
the Registrant or on behalf of the undersigned as a director or officer of
the Registrant, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement and to sign any and all additional
registration statements relating to the same offering of securities as
those that are covered by the Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any applicable securities
exchange or securities self-regulatory body, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 16th day of November, 1998.
Signature Title
/s/ Ted B. Miller, Jr. Chief Executive
- --------------------------- Officer and Vice
Ted B. Miller, Jr. Chairman of the
Board (Principal
Executive Officer)
/s/ Charles C. Green, III Executive Vice
- --------------------------- President and
Charles C. Green, III Chief Financial
Officer (Principal
Financial Officer)
/s/ David L. Ivy President and
- --------------------------- Director
David L. Ivy
/s/ Wesley D. Cunningham Vice President,
- --------------------------- Chief Accounting
Wesley D. Cunningham Officer and
Corporate
Controller
(Principal
Accounting
Officer)
<PAGE>
/s/ Carl Ferenbach Chairman of the
- --------------------------- Board
Carl Ferenbach
/s/ Robert A. Crown Director
- ---------------------------
Robert A. Crown
/s/ Randall A. Hack Director
- ---------------------------
Randall A. Hack
/s/ Edward C. Hutcheson Director
- ---------------------------
Edward C. Hutcheson, Jr.
/s/ J. Landis Martin Director
- ---------------------------
J. Landis Martin
/s/ Robert F. McKenzie Director
- ---------------------------
Robert F. McKenzie
Director
- ---------------------------
Jeffrey H. Schutz
/s/ Michel Azibert Director
- ---------------------------
Michel Azibert
/s/ Bruno Chetaille Director
- ---------------------------
Bruno Chetaille
/s/ William A. Murphy Director
- ---------------------------
William A. Murphy
<PAGE>
EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
November 16, 1998
Crown Castle International Corp.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Crown Castle International Corp., a
Delaware Corporation (the "Company"), in connection with the registration
by the Company under the Securities Act of 1933 (the "Act") of 31,420,251
shares of Common Stock, par value $.01 per share (the "Common Stock"),
pursuant to a registration statement on Form S-8 (the "Registration
Statement") to which this opinion is being filed as an exhibit. Of these
shares, 22,029,326 of such shares of Common Stock are proposed to be issued
pursuant to the Crown Castle International Corp. 1995 Stock Option Plan,
The Castle Transmissions Service (Holdings) Ltd. All Employee Share Option
Scheme, The Castle Transmissions Services (Holdings) Ltd. Unapproved Share
Option Scheme, The Castle Transmissions Services (Holdings) Ltd. Bonus
Share Plan and Castle Transmissions Services (Holdings) Ltd. Deed of Grant
Options to Ted B. Miller, Jr., David L. Ivy and George R. Reese
(collectively the "Option Plans"). The remaining 9,390,925 of such shares
of Common Stock were issued, or will be, under the Option Plans and are
being resold pursuant to a Prospectus included in the Registration
Statement.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate
for the purposes of this opinion, including (a) the Restated Certificate of
Incorporation of the Company; (b) the Amended and Restated By-laws of the
Company, (c) the Option Plans and (d) an officer's certificate of the
Company with respect to certain matters.
Based upon the foregoing, we are of the opinion that (i) the shares of
Common Stock issued pursuant to the Option Plans have been duly authorized,
validly issued and fully paid and nonassessable and (ii) when the shares of
Common Stock are issued in accordance with the terms of the Option Plans,
the shares of Common Stock issued pursuant to such Option Plans
<PAGE>
will be duly authorized, validly issued, fully paid and nonassessable.
We are admitted to practice in the State of New York, and we express
no opinion as to matters governed by any laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware and
the Federal laws of the United States of America.
We hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the reference to us under the caption
"Legal Opinion" in the Registration Statement.
Very truly yours,
/s/ Cravath, Swaine & Moore
Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, TX 77057
<PAGE>
EXHIBIT 23.1
The Board of Director
Crown Castle International Corp.:
The audits referred to in our report dated February 20, 1998, included
the related financial statement schedule as of December 31, 1997 and 1996,
and for each of the years in the three-year period ended December 31, 1997,
included in the Registration Statement. This financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on this financial statement schedule based on our
audits. In our opinion, such financial statement schedule, when considered
in relation to the consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We consent to the use of our reports incorporated by reference herein
and to the reference to our firm under the headings "Experts" in the
Prospectus.
KPMG PEAT MARWICK LLP
/s/ KPMG PEAT MARWICK LLP
Houston, Texas
November 16, 1998
<PAGE>
EXHIBIT 23.2
Consent
We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated February 28, 1996, with
respect to the financial statements of TEA Group Incorporated incorporated
by reference in the Registration Statement on Form S-8.
ERNST & YOUNG LLP
New York, New York
November 16, 1998
