<PAGE>
As filed with the Securities and Exchange Commission on May 18, 2000
Registration No. 333-37354
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Crown Castle International Corp.
(Exact name of Registrant as specified in its charter)
Delaware 76-0470458
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
510 Bering Drive
Suite 500
Houston, Texas 77057
(713) 570-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
W. Benjamin Moreland
Senior Vice President,
Chief Financial Officer and Treasurer
Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, Texas 77057
(713) 570-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Stephen L. Burns, Esq. Kirk A. Davenport, Esq.
Cravath, Swaine & Moore Latham & Watkins
Worldwide Plaza 885 Third Avenue
825 Eighth Avenue New York, New York 10022
New York, New York 10019
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement, as determined by
the Registrant.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered per Unit Price(1)(3) Fee(4)
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<S> <C> <C> <C> <C>
Primary Offering
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Preferred Stock, no par value per share ... (1)(2) (1)(2)
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Common Stock, par value $.01 per share(5).. (1)(2) (1)(2)
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Subtotal: $216,800,000.00 $57,236
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Secondary Offering
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Common Stock, par value $.01 per share..... 24,942,360 $30.59375 $763,080,326.30 $201,454
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Subtotal: 24,942,360 $30.59375 $763,080,326.30 $201,454
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Total: $979,880,326.30 $258,690
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</TABLE>
--------------- (footnotes on next page)
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
(footnotes for table on previous page)
(1) There are being registered under this Registration Statement such
indeterminate number of shares of Common Stock and Preferred Stock of the
Registrant for sale in one or more primary offerings, as shall have an
aggregate initial offering price not to exceed $216,800,000.00. Any such
securities may be sold separately or as units with other securities
registered under this Registration Statement. The proposed maximum initial
offering price per unit will be determined, from time to time, by the
Registrant in connection with the issuance by the Registrant of such
securities. There are also being registered under this Registration
Statement 24,942,360 shares of Common Stock of the Registrant, for sale in
one or more secondary offerings.
(2) Not specified with respect to each class of securities to be registered
pursuant to General Instruction II.D. of Form S-3 under the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee. No
separate consideration will be received for Common Stock that is issued
upon conversion or exchange of Preferred Stock registered hereunder.
(4) Calculated pursuant to Rule 457 of the rules and regulations under the
Securities Act.
(5) Including such indeterminate number of shares of Common Stock as may from
time to time be issued (i) at indeterminate prices or (ii) upon conversion
or exchange of Preferred Stock registered hereunder, to the extent any of
such shares of Preferred Stock are, by their terms, convertible into Common
Stock.
<PAGE>
SUBJECT TO COMPLETION DATED MAY 18, 2000
PROSPECTUS
CROWN CASTLE INTERNATIONAL CORP.
From time to time, we may sell any of the following securities:
--PREFERRED STOCK
--COMMON STOCK
We will provide the specific terms of these securities in one or more
supplements to this prospectus. You should read this prospectus and any
prospectus supplement carefully before you invest.
Our common stock is traded over-the-counter on The Nasdaq Stock Market's
National Market under the trading symbol "TWRS." The applicable prospectus
supplement will contain information, where applicable, as to any other listing
(if any) on The Nasdaq Stock Market's National Market or any securities
exchange of the securities covered by the prospectus supplement.
In addition, up to 24,942,360 shares of common stock being registered may be
offered by France Telecom S.A. and its affiliates, which we refer to as "FT",
as selling stockholder. For additional information on the methods of sale, you
should refer to the section entitled "Plan of Distribution."
The securities may be sold directly by us or, in case of the common stock,
may be sold by the selling stockholder, to investors, through agents designated
from time to time or to or through underwriters or dealers. See "Plan of
Distribution." If any underwriters are involved in the sale of any securities
in respect of which this prospectus is being delivered, the names of such
underwriters and any applicable commissions or discounts will be set forth in a
prospectus supplement. The net proceeds we expect to receive from such sale
also will be set forth in a prospectus supplement. We would not receive any of
the proceeds from the sale of common stock by the selling stockholder.
This prospectus may not be used to offer or sell any securities unless
accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities to be issued under this
prospectus or determined if this prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
The date of this prospectus is June 1, 2000.
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
ABOUT THIS PROSPECTUS...................................................... 1
WHERE YOU CAN FIND MORE INFORMATION........................................ 1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC.......................... 1
FORWARD-LOOKING STATEMENTS................................................. 2
THE COMPANY................................................................ 3
USE OF PROCEEDS............................................................ 4
DESCRIPTION OF CAPITAL STOCK............................................... 5
SELLING STOCKHOLDER........................................................ 14
PLAN OF DISTRIBUTION....................................................... 15
VALIDITY OF SECURITIES..................................................... 16
EXPERTS.................................................................... 16
</TABLE>
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar amount of
$216,800,000. In addition, under this shelf process, the selling stockholder
also may sell up to 24,942,360 shares of our common stock in one or more
offerings.
This prospectus provides you with a general description of the securities we
may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described
immediately below under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's following public reference
facilities:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2511
</TABLE>
You may also obtain copies of the documents at prescribed rates by writing
to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call 1-800-SEC-0330 for further
information on the operations of the public reference facilities. Our SEC
filings are also available at the offices of The Nasdaq Stock Market at 1735 K
Street, N.W., Washington, D.C. 20006.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" the information we file with
them, which means:
--incorporated documents are considered part of this prospectus;
--we can disclose important information to you by referring you to those
documents; and
--information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed with
the SEC under the Securities Exchange Act of 1934:
(1) Our Annual Report on Form 10-K for the year ended on December 31, 1999.
(2) Our Quarterly Report on Form 10-Q for the quarter ended on March 31,
2000.
(3) Our Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934, filed on April 24, 2000.
(4) The description of our common stock contained in the Registration
Statement on Form S-1, as amended (File No. 333-74553), filed on March
16, 1999.
(5) Our Current Report on Form 8-K dated May 18, 2000.
(6) Our Current Report on Form 8-K dated May 18, 2000.
<PAGE>
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of the initial filing of the registration
statement and prior to the time we and the selling stockholder sell all of the
securities offered by this prospectus:
--Reports filed under Section 13(a) and (c) of the Exchange Act;
--Definitive proxy or information statements filed under Section 14 of the
Exchange Act in connection with any subsequent stockholders meeting; and
--Any reports filed under Section 15(d) of the Exchange Act.
You can obtain any of the filings incorporated by reference in this document
through us, or from the SEC through the SEC's web site or at the addresses
listed above. Documents incorporated by reference are available from us without
charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You
can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following address:
Crown Castle International Corp.
510 Bering Drive
Suite 500
Houston, TX 77057
Attention: Kathy Broussard, Corporate Secretary
Telephone: (713) 570-3100
If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in or incorporated by reference in this
prospectus discuss our plans and strategies for our business or state other
forward-looking statements, as this term is defined in the Private Securities
Litigation Reform Act. The words "anticipates," "believes," "estimates,"
"expects," "plans," "intends" and similar expressions are intended to identify
these forward-looking statements, but are not the exclusive means of
identifying them. These forward-looking statements reflect the current views of
our management; however, various risks, uncertainties and contingencies could
cause our actual results, performance or achievements to differ materially from
those expressed in, or implied by, these statements, including the following:
. the success or failure of our efforts to implement our business strategy
. the other factors discussed below under the heading "Risk Factors" and
elsewhere in this prospectus
We assume no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. For a
discussion of important risks of an investment in our securities, including
factors that could cause actual results to differ materially from results
referred to in the forward-looking statements, see "Risk Factors." You should
carefully consider the information set forth under the caption "Risk Factors."
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in or incorporated by reference in this prospectus might not
occur.
2
<PAGE>
THE COMPANY
We are a leading owner and operator of towers and transmission networks for
wireless communications and broadcast transmission companies. As of April 30,
2000, we owned, leased or managed 10,392 towers, including 8,195 towers in the
United States and Puerto Rico and 2,197 towers in the United Kingdom. We have
entered into agreements, which, when completed, will provide us with over 900
additional towers in the United States in 2000. In addition, we have recently
entered into an agreement which provides us with a tower portfolio of
approximately 705 towers in Australia. Our customers currently include many of
the world's major wireless communications and broadcast companies, including
Bell Atlantic Mobile, BellSouth, AT&T Wireless, Nextel, Metricom and the
British Broadcasting Corporation.
Our strategy is to use our leading domestic and international position to
capture the growing opportunities to consolidate ownership and management of
existing towers and other wireless and transmission infrastructure and to build
and operate new towers and wireless and transmission networks and
infrastructure created by:
. the transfer to third parties, or outsourcing, of tower ownership and
management by major wireless carriers;
. the need for existing wireless carriers to expand coverage and improve
capacity;
. the additional demand for towers and wireless infrastructure created by
new entrants into the wireless communications industry;
. the privatization of state-run broadcast transmission networks; and
. the introduction of new digital broadcast transmission technology and
wireless technologies.
Our main businesses are leasing antenna space on wireless and broadcast
towers that can accommodate multiple tenants and operating analog and digital
broadcast transmission networks and wireless networks. We also provide related
services to our customers, including network design, radio frequency
engineering, site acquisition, site development and construction, antenna
installation and network management and maintenance. We believe that our full
service capabilities are a key competitive advantage in forming strategic
partnerships to acquire large concentrations of towers, or tower clusters, and
in winning contracts for tower acquisitions, management and construction along
with wireless and transmission network management.
Our primary business in the United States is the leasing of antenna space to
wireless carriers. We believe that by owning and managing large tower clusters
we are able to offer customers the ability to fulfill rapidly and efficiently
their network expansion plans across particular markets or regions. Our
acquisition strategy has been focused on adding tower clusters to our tower
portfolio. As of April 30, 2000, we had tower clusters in 34 of the 50 largest
U.S. metropolitan areas, and 68 of the 100 largest U.S. metropolitan areas.
Our primary business in the United Kingdom is the operation of television
and radio broadcast transmission networks. Following the 1997 acquisition of
the BBC's broadcast and tower infrastructure, we were awarded long-term
contracts to provide the BBC and other broadcasters analog and digital
transmission services. We also lease antenna space to wireless operators in the
United Kingdom on the towers we acquired from the BBC and from various wireless
carriers along with towers we have constructed. We have nationwide broadcast
and wireless coverage in the United Kingdom.
Our primary business in Australia is expected to be the leasing of antenna
space to wireless carriers. In March 2000, Crown Castle Australia Limited, a
66.7% owned subsidiary, entered into an agreement to purchase approximately 700
towers in Australia from Cable & Wireless Optus for at total purchase price of
approximately $135 million in cash (Australian $220 million). On April 3, 2000,
the first closing with respect to the Optus transaction took place, with Crown
Castle Australia paying approximately $95.7 million
3
<PAGE>
(Australian $155.5 million) to Optus in exchange for the transfer or economic
benefit of all of the towers. We expect that the remaining portion of the
purchase price will be paid, at which point we will own the towers in respect
of which we previously had only an economic interest, in the second quarter of
2000. Upon completion of the Cable & Wireless Optus transaction, Crown Castle
Australia will own and operate a nationwide portfolio of approximately 700
towers in Australia covering over 90 percent of the population.
We believe our towers are attractive to a diverse range of wireless
communications industries, including personal communications services,
cellular, enhanced specialized mobil radio, specialized mobile radio, paging,
and fixed microwave, as well as radio and television broadcasting. In the
United States our major customers include AT&T Wireless, Aerial, Bell Atlantic
Mobile, BellSouth, Motorola, Nextel, PageNet, Metrocom and Sprint PCS. In the
United Kingdom our major customers include the BBC, Cellnet, Dolphin, NTL,
ONdigital, One2One, Orange, Virgin Radio and Vodafone AirTouch.
We are continuing our ongoing construction program to enhance our tower
portfolios. In 1999, we constructed over 900 towers. In 2000, we plan to
construct approximately 1,170 towers at an estimated aggregate cost of $270
million for lease to wireless carriers such as Bell Atlantic Mobile, BellSouth,
GTE Wireless and Nextel. The actual number of towers built may be outside that
range depending on acquisition opportunities and potential "build-to-suit"
contracts from large wireless carriers.
Our principal executive offices are located at 510 Bering Drive, Suite 500,
Houston, Texas 77057, and our telephone number is (713) 570-3000.
USE OF PROCEEDS
We will use the net proceeds from our sale of the securities for our general
corporate purposes, which may include repaying indebtedness, making additions
to our working capital, funding future acquisitions or for any other purpose we
describe in the applicable prospectus supplement.
We will not receive any of the proceeds from the sale of common stock by the
selling stockholder.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 600,000,000 shares of common stock,
par value $.01 per share, 90,000,000 shares of Class A common stock, par value
$.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per
share. As of May 1, 2000 there were 154,326,984 shares of common stock
outstanding, 11,340,000 shares of Class A common stock outstanding, 233,973
shares of 12 3/4% Senior Exchangeable Preferred Stock due 2010 outstanding and
200,000 shares of 8 1/4% Cumulative Convertible Redeemable Preferred Stock due
2012 outstanding.
Common Stock
Voting Rights
Each share of common stock is entitled to one vote. The common stock votes
together as a single class on all matters presented for a vote of the
stockholders, except as provided under the Delaware General Corporation Law.
Dividends and Liquidation Rights
Each share of common stock is entitled to receive dividends if, as and when
declared by the board of directors out of funds legally available for that
purpose, subject to approval of certain holders of preferred stock. In the
event of our dissolution, after satisfaction of amounts payable to our
creditors and distribution of any preferential amounts to the holders of
outstanding preferred stock, if any, holders of common stock are entitled to
share ratably in the assets available for distribution to the stockholders.
Other Provisions
There are no preemptive rights to subscribe for any additional securities
which we may issue, and there are no redemption provisions or sinking fund
provisions applicable to the common stock. All outstanding shares of common
stock are legally issued, fully paid and nonassessable.
Class A Common Stock
Voting Rights
Each share of Class A common stock is entitled to one vote for each such
share on all matters presented to the stockholders, except the election of
directors. The holders of the shares of Class A common stock vote, except as
provided under the Delaware General Corporation Law, together with the holders
of the common stock and any other class or series of our stock accorded such
general voting rights, as a single class.
Transmission Future Networks B.V., a subsidiary of France Telecom, currently
has the right to elect two directors to our board of directors; however, if
FT's ownership interest in us falls below 10%, so long as FT's ownership
interest is at least 5%, holders of Class A common stock voting as a separate
class have the right to elect one director.
The holders of Class A common stock, subject to limitations, have a veto
over certain significant corporate actions we may take.
Convertibility
Each share of Class A common stock is convertible, at the option of its
record holder, into one share of common stock at any time.
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In the event of any transfer of any share of Class A common stock to any
person other than an Affiliate (as defined in Rule 12b-2 of the Exchange Act)
of the transferor, such share of Class A common stock automatically converts,
without any further action, into one share of common stock. However, a holder
of shares of Class A common stock may pledge its shares to a lender under a
bona fide pledge of such shares of Class A common stock as collateral security
for any indebtedness or other obligation of any person due to the pledgee or
its nominee.
Further, each share of Class A common stock automatically converts into one
share of common stock on the first date on which the ownership interest of FT
in us is less than 5%.
Dividends and Liquidation Rights
Holders of shares of Class A common stock are entitled to the same dividends
and liquidation rights as holders of shares of common stock.
Other Provisions
Under the governance agreement, so long as TdF remains qualified under the
governance agreement, TdF has anti-dilutive rights in connection with
maintaining a certain percentage of voting power in us and, accordingly, we may
not, subject to certain exceptions relating primarily to compensation of
directors and employees, issue, sell or transfer additional securities, unless
TdF is offered the right to purchase, at the same price, an amount such that it
would maintain such percentage of voting power in us.
Preferred Stock
Under our certificate of incorporation, we may issue up to 10,000,000 shares
of preferred stock in one or more series. Our board of directors after honoring
any rights TdF may have under the governance agreement, has the authority,
without any vote or action by the stockholders, to create one or more series of
preferred stock up to the limit of our authorized but unissued shares of
preferred stock and to fix their designations, preferences, rights,
qualifications, limitations and restrictions, including the voting rights,
dividend rights, dividend rate, conversion rights, terms of redemption
(including sinking fund provisions), redemption price or prices, liquidation
preferences and the number of shares constituting any series.
12 3/4% Exchangeable Preferred Stock due 2010
Each share of exchangeable preferred stock has a liquidation preference of
$1,000 per share and is exchangeable, at our option, in whole but not in part,
for our exchange debentures.
Voting Rights
The shares of exchangeable preferred stock have no voting rights, except as
required by law and as specified in the certificate of designations. If we fail
to meet our obligations under the certificate of designations, the holders of
the exchangeable preferred stock will be entitled to elect two additional
members to the board of directors.
Dividends
Dividends are paid on each March 15, June 15, September 15 and December 15,
at an annual fixed rate of 12 3/4%. On or before December 15, 2003, we have the
option to pay dividends in cash or in additional fully paid and non-assessable
shares of exchangeable preferred stock having an aggregate liquidation
preference equal to the amount of such dividends. After December 15, 2003,
dividends will be paid only in cash.
Mandatory Redemption
We are required to redeem all of the shares of exchangeable preferred stock
outstanding on December 15, 2010 at a redemption price equal to 100% of the
liquidation preference of such shares, plus accumulated and unpaid dividends to
the date of redemption.
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Optional Redemption
On or after December 15, 2003, we may redeem some or all of the shares of
exchangeable preferred stock at any time at certain specified redemption
prices. In addition, before December 15, 2001, we may redeem up to 35% of the
exchangeable preferred stock with the proceeds of public equity offerings or
strategic equity investments at a redemption price equal to 112.750% of the
liquidation preference of the exchangeable preferred stock, together with
accumulated and unpaid dividends.
Change of Control
If we experience specific kinds of changes in control, we will be required
to make an offer to purchase any and all shares of exchangeable preferred stock
at a purchase price of 101% of the liquidation preference of such shares
together with all accumulated and unpaid dividends.
Certain Covenants
We issued the exchangeable preferred stock under a certificate of
designations that became part of our certificate of incorporation. The
certificate of designations contains certain covenants that, among other
things, limit our ability and the ability of our subsidiaries to borrow money;
pay dividends on stock or purchase capital stock; make investments and sell
assets or merge with or into other companies.
Ranking
The exchangeable preferred stock ranks (1) senior to all our other classes
of capital stock established after the issue date of the exchangeable preferred
stock that do not expressly provide that they rank on par with the exchangeable
preferred stock as to dividends and distributions upon our liquidation, winding
up and dissolution and (2) on par with any class of capital stock established
after the date of issuance of the exchangeable preferred stock the terms of
which provide that such class or series will rank on par with the exchangeable
preferred stock as to dividends and distributions upon our liquidation, winding
up and dissolution.
8 1/4% Cumulative Convertible Redeemable Preferred Stock
On November 19, 1999, we privately placed 200,000 shares of series A
convertible preferred stock with a wholly owned subsidiary of GE Capital
("GE"). Each share of series A convertible preferred stock automatically
converts into one share of series B convertible preferred stock upon a sale or
other transfer of such share to a party other than an affiliate of GE. Each
share of convertible preferred stock has a liquidation preference of $1,000 and
is convertible, at the option of the holder, in whole or in part, into shares
of our common stock.
Voting Rights
Holders of series A convertible preferred stock are entitled to vote on all
matters voted on by holders of common stock, voting together as a single class
with the other holders of common stock, on all matters submitted for a
shareholder vote. Each share of series A convertible preferred stock has voting
rights equal to the number of votes that could be cast by the holder of the
number of shares of common stock into which each share of series A convertible
preferred stock is convertible on the record date of such vote.
The shares of series B convertible preferred stock have no voting rights,
except as required by law and as specified in the certificate of designations
if certain events occur or fail to occur.
Convertibility
The shares of convertible preferred stock are convertible, at the option of
the holder, into shares of our common stock at a conversion price of $26.875
per share of common stock.
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Dividends
Dividends are paid on each March 15, June 15, September 15 and December 15,
at an annual fixed rate of 8 1/4%. Dividends on the convertible preferred stock
can be paid at our option in cash, common stock or any combination of cash and
common stock. Holders of the 8 1/4% convertible preferred stock will also be
eligible to receive additional dividends up to an amount of $1,000,000 per
year, if certain events occur or fail to occur.
Mandatory Redemption
We are required to redeem all of the shares of convertible preferred stock
outstanding on March 31, 2012 at a redemption price equal to 100% of the
liquidation preference of such shares, plus accumulated and unpaid dividends to
the date of redemption.
Optional Redemption
On or after October 1, 2002, we may redeem some or all of the shares of
convertible preferred stock at any time at certain specified redemption prices.
Change of Control
Upon the occurrence of specified change of control events, the holders of
the convertible preferred stock, if the current market price of our common
stock as of the date of such change of control is less than the conversion
price, have a one time option, exercisable at any time within ninety days
following such change of control event, to convert all of their outstanding
shares of convertible preferred stock into shares of our common stock at an
adjusted conversion price per share equal to the greater of (1) the last
reported sale price for one share of common stock in an arm's length
transaction as of the date of such change of control and (2) $12.96. We may, at
our option and in lieu of issuing the shares of common stock issuable upon a
change of control event as described above, make a cash payment to holders of
convertible preferred stock equal to the current market price of such common
stock otherwise issuable.
Certain Covenants
We issued the exchangeable preferred stock under a certificate of
designations that became part of our certificate of incorporation. The
certificate of designations contains certain covenants that, among other
things, limit our ability and the ability of our subsidiaries to pay dividends
on stock or sell assets or merge with or into other companies.
Ranking
The convertible preferred stock, with respect to dividends and distributions
upon our liquidation, dissolution or winding-up, ranks (1) senior to our common
stock and all other classes of our capital stock authorized and issued after
the issue date of the convertible preferred stock that do not expressly state
that they rank on par with or senior to the convertible preferred stock with
respect to dividends and distributions upon our liquidation, dissolution or
winding-up, (2) on par with all other classes of our capital stock authorized
and issued after the issue date of the convertible preferred stock that
expressly provide that such class or series will rank on par with the
convertible preferred stock with respect to dividends and distributions upon
our liquidation, dissolution or winding-up, and (3) junior to (A) the senior
exchangeable preferred stock, (B) up to an aggregate of $200.0 million in any
class of capital stock authorized and issued after the issue date of the
convertible preferred stock to replace the senior exchangeable preferred stock
and (C) up to an aggregate of $400.0 million in any other class of senior stock
authorized and issued after the issue date of the convertible preferred stock.
Senior Preferred Warrants
In connection with the offering of a series of senior convertible preferred
stock in August 1997 and October 1997, we issued warrants to purchase an
aggregate of 1,314,990 shares of common stock, of which 835,990 remained
outstanding as of May 1, 2000, at an exercise price of $7.50 per share. In
connection with the offering of the cumulative convertible preferred stock in
November 1999, we issued warrants to purchase an aggregate of 1,000,000 shares
of our common stock at an exercise price of $26.875 per share.
8
<PAGE>
Certificate of Incorporation and By-laws
Stockholders' rights and related matters are governed by the Delaware
General Corporation Law, and our certificate of incorporation and the by-laws.
Certain provisions of our certificate of incorporation and by-laws, which are
summarized below, may have the effect, either alone or in combination with each
other, of discouraging or making more difficult a tender offer or takeover
attempt that is opposed by our board of directors but that a stockholder might
consider to be in its best interest. Such provisions may also adversely affect
prevailing market prices for the common stock. We believe that such provisions
are necessary to enable us to develop our business in a manner that will foster
our long-term growth without disruption caused by the threat of a takeover not
deemed by our board of directors to be in our best interests and those of our
stockholders.
Classified Board of Directors and Related Provisions
Our certificate of incorporation provides that our directors, other than
those directors who may be elected by holders of any series of preferred stock
or holders of the Class A common stock, initially are divided into three
classes of directors, consisting of three, three and four directors. One class
of directors, initially consisting of three directors, was elected for a term
expiring at the annual meeting of stockholders to be held on May 24, 2000,
another class initially consisting of four directors was elected for a term
expiring at the annual meeting of stockholders to be held in 2001, and another
class initially consisting of four directors was elected for a term expiring at
the annual meeting of stockholders in 2002. The classified board provisions
will prevent a party who acquires control of a majority of our outstanding
voting stock from obtaining control of our board of directors until the second
annual stockholders meeting following the date such party obtains the
controlling interest. Voting stock is defined in our certificate of
incorporation as the outstanding shares of our capital stock entitled to vote
in a general vote of our stockholders as a single class with shares of common
stock, which shares of capital stock include the shares of Class A common stock
and shares of our 8 1/4% cummulative convertible redeemable preferred stock.
No Stockholder Action by Written Consent; Special Meeting
The certificate of incorporation prohibits stockholders from taking action
by written consent in lieu of an annual or special meeting, except relating to
holders of Class A common stock on matters on which they are entitled to vote
and, thus, stockholders may only take action at an annual or special meeting
called in accordance with our by-laws. The by-laws provide that special
meetings of stockholders may only be called by our secretary at the direction
of our board of directors under a resolution adopted by the board.
These provisions could have the effect of delaying consideration of a
stockholder proposal until the next annual meeting. The provisions would also
prevent the holders of a majority of the voting power of our capital stock
entitled to vote from unilaterally using the written consent procedure to take
stockholder action.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our by-laws establish advance notice procedures for stockholder proposals
and the nomination, other than by or at the direction of the board of
directors, of candidates for election as directors. These procedures provide
that the notice of stockholder proposals and stockholder nominations for the
election of directors at an annual meeting must be in writing and received by
our secretary at least 90 days but not more than 120 days prior to the first
anniversary of our preceding year's annual meeting. However, if the date of our
annual meeting is more than 30 days earlier than, or more than 90 days later
than, the anniversary date of our preceding year's annual meeting, notice by a
stockholder will be considered timely if it is delivered not earlier than the
120th day prior to such annual meeting and not later than the later of the 90th
day prior to such annual meeting or the 10th day following the day on which
public disclosure of the date of the annual meeting was made. The notice of
nominations for the election of directors must set forth certain information
concerning the stockholder giving the notice and each nominee.
9
<PAGE>
By requiring advance notice of nominations by stockholders, these procedures
will afford our board of directors an opportunity to consider the
qualifications of the proposed nominees and, to the extent deemed necessary or
desirable by the board of directors, to inform stockholders about these
qualifications. By requiring advance notice of other proposed business, these
procedures will provide our board of directors with an opportunity to inform
stockholders of any business proposed to be conducted at a meeting, together
with any recommendations as to the board of directors' position on action to be
taken on such business. This should allow stockholders to better decide whether
to attend a meeting or to grant a proxy for the disposition of any such
business.
Dilution
Our certificate of incorporation provides that our board of directors is
authorized to create and issue, whether or not in connection with the issuance
and sale of any of its stock or other securities or property, rights entitling
the holders to purchase from us shares of stock or other securities of us or of
any other corporation. Our board of directors is authorized to issue these
rights even though the creation and issuance of these rights could have the
effect of discouraging third parties from seeking, or impairing their right to
seek, to:
(1) acquire a significant portion of our outstanding securities;
(2) engage in any transaction which might result in a change of control
of the corporation; or
(3) enter into any agreement, arrangement or understanding with another
party to accomplish these transactions or for the purpose of acquiring,
holding, voting or disposing of any of our securities.
Amendments
Our certificate of incorporation and by-laws provide that we may amend,
alter, change or repeal any provision contained in our certificate of
incorporation or a preferred stock designation. However, the affirmative vote
of the holders of at least 80% of the voting power of the then outstanding
voting stock, voting together as a single class, is required to amend, repeal
or adopt any provision inconsistent with certain provisions our certificate of
incorporation, including the provisions discussed above relating to the
classification of our board of directors, prohibiting stockholder action by
written consent, and prohibiting the calling of special meetings by
stockholders.
Our by-laws may be amended by either the holders of 80% of the voting power
of the voting stock or by the majority of the board; but the board may alter,
amend or repeal or adopt new by-laws in conflict with some of these provisions
by a two-thirds vote of the entire board.
Rights Plan
Rights
Our board of directors has declared a dividend of one right for each
outstanding share of common stock and each outstanding share of Class A common
stock. Rights have been issued in connection with each outstanding share of
common stock and Class A common stock; and rights will be issued in connection
with common stock and Class A common stock issued subsequently until the
distribution date, and, in certain circumstances, for common stock and Class A
common stock issued after the distribution date referred to below. Each right,
when it becomes exercisable as described below, will entitle the registered
holder to purchase from us one one-thousandth of a share of Series A
Participating Cumulative Preferred Stock at a price of $110.00 per one one-
thousandth of a share, subject to adjustment in certain circumstances. The
description and terms of the rights are set forth in a rights agreement between
us and the rights agent named therein. The rights will not be exercisable until
the distribution date and will expire on the tenth annual anniversary of the
rights agreement, unless earlier redeemed by us. Until a right is exercised,
the holder, as such, will have no rights as our stockholder, including the
right to vote or to receive dividends.
10
<PAGE>
Distribution Date
Under the rights agreement, the "distribution date" is the earlier of:
(1) such time as we learn that a person or group, including any
affiliate or associate of such person or group, has acquired, or has
obtained the right to acquire, beneficial ownership of more than 15% of our
outstanding voting securities (such person or group being an "acquiring
person"), subject to the exceptions relating to FT, Bell South, Bell
Atlantic, GTE and Berkshire Fund IV Investment Corp., Berkshire Investors
LLC and Berkshire Partners LLC (collectively, the "Berkshire group"),
unless provisions preventing accidental triggering of the distribution of
the rights apply, and
(2) the close of business on such date, if any, as may be designated by
our board of directors following the commencement of, or first public
disclosure of an intent to commence, a tender or exchange offer for more
than 15% or more of the outstanding shares of voting securities.
Neither FT nor any of its affiliates will otherwise be considered an
acquiring person if:
(a) during the first five years following the adoption of the rights
agreement, FT's aggregate ownership interest does not exceed 25%, or 30% if
the board so elects, of the outstanding voting securities or
(b) thereafter, FT's aggregate ownership interest does not exceed the
lesser of:
(1) 25% or 30%, as applicable, of the voting securities then
outstanding and
(2) the greater of aggregate interest as of the fifth anniversary of
the rights agreement and 15% of the then outstanding voting securities.
Each member of the Berkshire group will not otherwise be deemed an acquiring
person if the aggregate ownership interest of the Berkshire group does not
exceed the greater of:
(a) the aggregate ownership interest of the Berkshire group upon the
execution of the rights agreement, reduced by an amount equal to any
disposition of voting securities following the date the rights agreement is
executed and
(b) 15% of the outstanding voting securities.
Triggering Event and Effect of Triggering Event
When there is an acquiring person, the rights will entitle each holder,
other than such acquiring person, of a right to purchase, at the purchase
price, that number of one one-thousandths of a preferred share equivalent to
the number of shares of common stock that at the time of such event would have
a market value of twice the purchase price.
If we are acquired in a merger or other business combination by an acquiring
person or an affiliate or associate of an acquiring person that is a publicly
traded corporation, or if 50% or more of our assets or assets representing 50%
or more of our revenues or cash flow are sold, leased, exchanged or otherwise
transferred to an acquiring person or an affiliate or associate of an acquiring
person that is a publicly traded corporation, each right will entitle its
holder, other than rights beneficially owned by such acquiring person, to
purchase, for the purchase price, that number of common shares of such
corporation which at the time of the transaction would have a market value or,
in some cases, book value of twice the purchase price. If we are acquired in a
merger or other business combination by an acquiring person or an affiliate or
associate of an acquiring person that is not a publicly traded entity, or if
50% or more of our assets or assets representing 50% or more of our revenues or
cash flow are sold, leased, exchanged or otherwise transferred to an acquiring
person or affiliate or associate
11
<PAGE>
of an acquiring person that is not a publicly traded entity, each right will
entitle its holder to purchase for the purchase price, at such holder's option:
(1) that number of shares of the surviving corporation, which could be
us, in the transaction with such entity, which at the time of the
transaction would have a book value of twice the purchase price,
(2) that number of shares of the ultimate parent of or entity
controlling such surviving corporation which at the time of the transaction
would have a book value of twice the purchase price or
(3) if such entity has an affiliate which has publicly traded common
shares, that number of common shares of such affiliate which at the time of
the transaction would have a market value of twice the purchase price.
Any rights that are at any time beneficially owned by an acquiring person,
or any affiliate or associate of an acquiring person, will be null and void and
nontransferable, and any holder of any such right will be unable to exercise or
transfer any such right.
Redemption
At any time prior to the earlier of (1) such time as a person or group
becomes an acquiring person and (2) the expiration date, our board of directors
may redeem the rights in whole, but not in part, at a price, in cash or common
stock or other securities of ours deemed by our board of directors to be at
least equivalent in value, of $.01 per right, which amount shall be subject to
adjustment as provided in the rights agreement. Immediately upon the action of
our board of directors ordering the redemption of the rights, and without any
further action and without any notice, the right to exercise the rights will
terminate and the only right of the holders of rights will be to receive the
redemption price.
In addition, at any time after there is an acquiring person, our board of
directors may elect to exchange each right for consideration per right
consisting of one-half of the securities that would be issuable at such time
upon exercise of one right under the terms of the rights agreement.
Amendment
At any time prior to the distribution date, we may, without the approval of
any holder of any rights, supplement or amend any provision of the rights
agreement, including the date on which the expiration date or distribution date
shall occur, the definition of acquiring person, the time during which the
rights may be redeemed or the terms of the preferred shares, except that no
supplement or amendment shall be made which reduces the redemption price other
than under certain adjustments therein.
Certain Effects of the Rights Plan
The rights plan is designed to protect our stockholders in the event of
unsolicited offers to acquire us and other coercive takeover tactics which, in
the opinion of our board of directors, could impair its ability to represent
stockholder interests. The provisions of the rights plan may render an
unsolicited takeover of us more difficult or less likely to occur or might
prevent such a takeover, even though such takeover may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market rate
and may be favored by a majority of our stockholders.
Section 203 of the Delaware General Corporation Law
Section 203 of the Delaware General Corporation Law prohibits certain
transactions between a Delaware corporation and an "interested stockholder",
which is defined as a person who, together with any affiliates and/or
associates of such person, beneficially owns, directly or indirectly, 15% or
more of the outstanding
12
<PAGE>
voting shares of a Delaware corporation. This provision prohibits certain
business combinations between an interested stockholder and a corporation for a
period of three years after the date the interested stockholder acquired its
stock, unless:
(1) the business combination is approved by the corporation's board of
directors prior to the date the interested stockholder acquired shares;
(2) the interested stockholder acquired at least 85% of the voting stock
of the corporation in the transaction in which it became an interested
stockholder; or
(3) the business combination is approved by a majority of the board of
directors and by the affirmative vote of two-thirds of the outstanding
voting stock owned by disinterested stockholders at an annual or special
meeting.
A business combination is defined broadly to include mergers,
consolidations, sales or other dispositions of assets having an aggregate value
of 10% or more of the consolidated assets of the corporation, and certain
transactions that would increase the interested stockholder's proportionate
share ownership in the corporation. A Delaware corporation, under a provision
in its certificate of incorporation or by-laws, may elect not to be governed by
Section 203 of the Delaware General Corporation Law. We are subject to the
restrictions imposed by Section 203.
Under certain circumstances, Section 203 makes it more difficult for a
person who could be an "interested stockholder" to effect various business
combinations with a corporation for a three-year period. It is anticipated that
the provisions of Section 203 of the Delaware General Corporation Law may
encourage companies interested in acquiring us to negotiate in advance with the
board of directors, since the stockholder approval requirement would be avoided
if a majority of the directors then in office approves, prior to the date on
which a stockholder becomes an interested stockholder, either the business
combination or the transaction which results in the stockholder becoming an
interested stockholder.
Limitations of Directors' Liability
Our certificate of incorporation provides that none of our directors will be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director except for liability:
(1) for any breach of the director's duty of loyalty to us or our
stockholders,
(2) for acts of omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
(3) under Section 174 of the Delaware General Corporation Law, or
(4) for any transaction from which the director derived an improper
personal benefit.
The effect of these provisions will be to eliminate our rights and the
rights of our stockholders (through stockholders' derivatives suits on behalf
of us) to recover monetary damages against a director for breach of fiduciary
duty as a director (including breaches resulting from grossly negligent
behavior), except in the situations described above. These provisions will not
limit the liability of directors under federal securities laws and will not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care.
Transfer Agent
The Transfer Agent and Registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C.
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<PAGE>
SELLING STOCKHOLDER
The selling stockholder is France Telecom and its affiliates. As of May 18,
2000, FT owns 25,212,396 shares of our common stock, including 11,340,000
shares of Class A Common Stock. FT also owns 17,443,500 shares of capital stock
of CCUK, exchangeable into the equivalent number of shares of CCIC Class A
Common Stock (which is convertible into 17,443,500 shares of Common Stock). The
prospectus supplement for any offering of the common stock by the selling
stockholder will include the following information:
--the number of shares then held by the selling stockholder;
--the percentage of the common stock then held by the selling stockholder;
and
--the number of shares of the common stock offered by the selling
stockholder.
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PLAN OF DISTRIBUTION
The distribution of the securities may be effected from time to time in one
or more transactions at a fixed price or prices (which may be changed from time
to time), at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. Each prospectus
supplement will describe the method of distribution of the securities offered
therein.
Our company and the selling stockholder may sell securities directly,
through agents designated from time to time, through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters
acting alone. The selling stockholder may also distribute securities through
one or more special purpose trusts, which will enter into forward purchase
arrangements with the selling stockholder and distribute their own securities.
Each prospectus supplement will describe the terms of the securities to which
such prospectus supplement relates and the number of shares of common stock to
be sold by the selling stockholder, the name or names of any underwriters or
agents with whom we or the selling stockholder, or both, have entered into
arrangements with respect to the sale of such securities, the public offering
or purchase price of such securities and the net proceeds we or the selling
stockholder will receive from such sale. In addition, each prospectus
supplement will describe any underwriting discounts and other items
constituting underwriters' compensation, any discounts and commissions allowed
or paid to dealers, if any, any commissions allowed or paid to agents, and the
securities exchange or exchanges, if any, on which such securities will be
listed. Dealer trading may take place in certain of the securities, including
securities not listed on any securities exchange.
If so indicated in the applicable prospectus supplement, we or the selling
stockholder, or both, will authorize underwriters or agents to solicit offers
by certain institutions to purchase securities from us or the selling
stockholder or both, pursuant to delayed delivery contracts providing for
payment and delivery at a future date. Institutions with which such contracts
may be made include, among others:
--commercial and savings banks;
--insurance companies;
--pension funds;
--investment companies;
--educational and charitable institutions.
In all cases, such institutions must be approved by us or the selling
stockholder, or both. Unless otherwise set forth in the applicable prospectus
supplement, the obligations of any purchaser under any such contract will not
be subject to any conditions except that (i) the purchase of the securities
will not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (ii) if the securities are
also being sold to underwriters acting as principals for their own account, the
underwriters will have purchased such securities not sold for delayed delivery.
The underwriters and such other persons will not have any responsibility in
respect of the validity or performance of such contracts.
The selling stockholder, or any underwriter or agent participating in the
distribution of the securities may be deemed to be an underwriter, as that term
is defined in the Securities Act, of the securities so offered and sold and any
discounts or commissions received by them, and any profit realized by them on
the same or resale of the securities may be deemed to be underwriting discounts
and commissions under the Securities Act.
Certain of any such underwriters and agents, including their associates, may
be customers of, engage in transactions with and perform services for us and
our subsidiaries in the ordinary course of business. One or more of our
affiliates may from time to time act as an agent or underwriter in connection
with the sale of the securities to the extent permitted by applicable law. The
participation of any such affiliate in the offer and sale of the securities
will comply with Rule 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc. regarding the offer and sale of securities of an
affiliate.
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Except as indicated in the applicable prospectus supplement, the securities
are not expected to be listed on a securities exchange, except for the common
stock, which is listed on The Nasdaq Stock Market's National Market, and any
underwriters or dealers will not be obligated to make a market in securities.
We cannot predict the activity or liquidity of any trading in the securities.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for us by
Cravath, Swaine & Moore, New York, New York and for the underwriters or agents,
if any, by Latham & Watkins, New York, New York.
EXPERTS
Our consolidated financial statements at December 31, 1998 and 1999, and for
each of the three years in the period ended December 31, 1999 have been
incorporated by reference in this prospectus in reliance upon the report of
KPMG LLP, independent certified public accountants, and upon the authority of
said firm as experts in accounting and auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
for the SEC registration fee.
<TABLE>
<CAPTION>
SEC registration fee............................................... $258,806
<S> <C>
Printing and engraving expenses.................................... 50,000
Legal fees and expenses............................................ 200,000
Accounting fees and expenses....................................... 5,000
Miscellaneous...................................................... 86,194
--------
Total............................................................ $600,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware ("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 attorneys' 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
which 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 indemnity for such expenses as such court shall deem
proper.
Accordingly, the Restated Certificate of Incorporation of the Company
(Exhibit 3.1) provides that the Company shall, to the maximum extent permitted
under the DGCL, indemnify each person who is or was a director or officer of
the Company. The Company may, by action of the Board of Directors, indemnify
other employees and agents of the Company, directors, officers, employees or
agents of a subsidiary, and each person serving as a director, officer,
partner, member, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, at the request of
the Company, with the same scope and effect as the indemnification of directors
and officers of the Company. However, the Company shall be required to
indemnify any person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors or is a proceeding to enforce
such person's claim to indemnification pursuant to the rights granted by the
Restated Certificate of Incorporation or otherwise by the Company. The Company
may also enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in the Restated
Certificate of Incorporation.
Furthermore, a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL, or (4) for any transaction from which
the director derived an improper personal benefit.
II-1
<PAGE>
The Company's By-laws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any manner in any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he or she or a person of whom he or she is the legal representative is or
was a director or officer of the Company or, while a director or officer of the
Company, a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified and
held harmless by the Company to the fullest extent permitted by the DGCL. Such
indemnification shall continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a Proceeding (or part
thereof) initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board of Directors or is a Proceeding to enforce such
person's claim to indemnification pursuant to the rights granted by the
Company's By-laws. The Company shall pay the expenses incurred by any person
described in the first two sentences of this paragraph in defending any such
Proceeding in advance of its final disposition upon, to the extent such an
undertaking is required by applicable law, receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the Company as authorized
in the Company's By-laws or otherwise.
The Company's By-laws further provide that the indemnification and the
advancement of expenses incurred in defending a Proceeding prior to its final
disposition provided by, or granted pursuant to, the Company's By-laws shall
not be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Restated Certificate of
Incorporation, other provision of the Company's By-laws or otherwise. The
Company may also maintain insurance, at its expense, to protect itself and any
person who is or was a director, officer, partner, member, employee or agent of
the Company or a subsidiary or of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under the DGCL.
The Company's By-laws further provide that the Company may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Company the expenses incurred in
defending any Proceeding in advance of its final disposition, to any person who
is or was an employee or agent (other than a director or officer) of the
Company or a subsidiary thereof and to any person who is or was serving at the
request of the Company or a subsidiary thereof as a director, officer, partner,
member, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, including service
with respect to employee benefit plans maintained or sponsored by the Company
or a subsidiary thereof, to the fullest extent of the provisions of the
Company's By-laws with respect to the indemnification and advancement of
expenses of directors and officers of the Company.
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<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S> <C>
@1.1 Form of Underwriting Agreement
##2.1 Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp.,
TeleDiffusion de France International S.A., Digital Future
Investments B.V. and certain shareholders of Castle
Transmission Services (Holdings) Ltd. dated as of April 24,
1998
*2.2 Formation Agreement, dated December 8, 1998, relating to the
formation of Crown Atlantic Company LLC, Crown Atlantic
Holding Sub LLC, and Crown Atlantic Holding Company LLC
**2.3 Amendment Number 1 to Formation Agreement, dated March 31,
1999, among Crown Castle International Corp., Cellco
Partnership, doing business as Bell Atlantic Mobile, certain
Transferring Partnerships and CCA Investment Corp.
**2.4 Crown Atlantic Company LLC Operating Agreement entered into as
of March 31, 1999 by and between Cellco Partnership, doing
business as Bell Atlantic Mobile, and Crown Atlantic Holding
Sub LLC
***2.5 Agreement to Sublease dated June 1, 1999 by and among
BellSouth Mobility Inc., BellSouth Telecommunications Inc.,
The Transferring Entities, Crown Castle International Corp.
and Crown Castle South Inc.
***2.6 Sublease dated June 1, 1999 by and among BellSouth Mobility
Inc., Certain BMI Affiliates, Crown Castle International Corp.
and Crown Castle South Inc.
++2.7 Agreement to Sublease dated August 1, 1999 by and among
BellSouth Personal Communications, Inc., BellSouth Carolinas
PCS, L.P., Crown Castle International Corp. and Crown Castle
South Inc.
++2.8 Sublease dated August 1, 1999 by and among BellSouth Personal
Communications, Inc., BellSouth Carolinas PCS, L.P., Crown
Castle International Corp. and Crown Castle South Inc.
*****2.9 Formation Agreement dated November 7, 1999 relating to the
formation of Crown Castle GT Company LLC, Crown Castle GT
Holding Sub LLC, and Crown Castle GT Holding Company LLC
*****2.10 Letter Agreement dated November 7, 1999 between GTE Wireless
Incorporated and Crown Castle International Corp.
++2.11 Operating Agreement, dated January 31, 2000, by and between
Crown Castle GT Corp. and affiliates of GTE Wireless
Incorporated
###3.1 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21, 1998
###3.2 Amended and Restated By-laws of Crown Castle International
Corp., dated August 21, 1998
###3.3 Certificate of Designations, Preferences and Relative,
Participating, Optional and other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions thereof
of 12 3/4% Senior Exchangeable Preferred Stock Due 2010 and 12
3/4% Series B Senior Exchangeable Preferred Stock Due 2010 of
Crown Castle International Corp. filed with the Secretary of
State of the State of Delaware on December 18, 1998
******3.4 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions thereof
of Series A and Series B Cumulative Convertible Redeemable
Preferred Stock of Crown Castle International Corp. filed with
the Secretary of State of the State of Delaware on November
19, 1999
#4.1 Trust Deed related to (Pounds)125,000,000 9% Guaranteed Bonds
Due 2007 among Castle Transmission (Finance) PLC, as Issuer,
Castle Transmission International Ltd. and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture
Trust Corporation p.l.c., as Trustee, dated May 21, 1997
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
#4.2 First Supplemental Trust Deed related to (Pounds)125,000,000 9%
Guaranteed Bonds Due 2007 among Castle Transmission (Finance) PLC,
as Issuer, Castle Transmission International Ltd. and Castle
Transmission Services (Holdings) Ltd., as Guarantors, and The Law
Debenture Trust Corporation p.l.c., as Trustee, dated October 17,
1997
#4.3 Indenture, dated as of November 25, 1997, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 5/8% Senior Discount Notes Due 2007
(including exhibits)
#4.4 Article Fourth of Certificate of Incorporation of Castle Tower
Holding Corp. (included in Exhibit 3.1)
##4.5 Specimen Certificate of Common Stock
###4.6 Indenture, dated as of December 21, 1998, between Crown Castle
International Corp. and the United States Trust Company of New
York, as Trustee, relating to the 12 3/4% Senior Subordinated
Exchange Debentures Due 2010 (including exhibits)
####4.7 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9% Senior Notes Due 2011 (including
exhibits)
####4.8 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 3/8% Senior Discount Notes Due 2011
(including exhibits)
***4.9 Registration Rights Agreement dated June 1, 1999 between BellSouth
Mobility Inc. and Crown Castle International Corp.
####4.10 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9 1/2% Senior Notes Due 2011 (including
exhibits)
####4.11 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 11 1/4% Senior Discount Notes Due 2011
(including exhibits)
******4.12 Deposit Agreement among Crown Castle International Corp. and the
United States Trust Company of New York dated November 19, 1999
******4.13 Registration Rights Agreement among Crown Castle International
Corp., the United States Trust Company of New York and SFG-P INC.
dated November 19, 1999
******4.14 Warrant Agreement between Crown Castle International Corp. and the
United States Trust Company of New York dated November 19, 1999
5.1 Opinion of Cravath, Swaine & Moore
##10.1 Site Sharing Agreement between National Transcommunications Limited
and The British Broadcasting Corporation dated September 10, 1991
##10.2 Transmission Agreement between The British Broadcasting Corporation
and Castle Transmission Services Limited dated February 27, 1997
#10.3 Services Agreement between Castle Transmission International Ltd.
(formerly known as Castle Transmission Services Ltd.) and Castle
Tower Holding Corp. dated February 28, 1997
##10.4 Agreement for the Provision of Digital Terrestrial Television
Distribution and Transmission Services between British Digital
Broadcasting plc and Castle Transmission International Ltd. dated
December 18, 1997
##10.5 Digital Terrestrial Television Transmission Agreement between The
British Broadcasting Corporation and Castle Transmission
International Ltd. dated February 10, 1998
##10.6 Contract between British Telecommunications PLC and Castle
Transmission International Inc. for the Provision of Digital
Terrestrial Television Network Distribution Service dated May 13,
1998
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
##10.7 Amending Agreement between the British Broadcasting Corporation and
Castle Transmission International Limited dated July 16, 1998
##10.8 Commitment Agreement between the British Broadcasting Corporation,
Castle Tower Holding Corp., TeleDiffusion de France International
S.A. and TeleDiffusion de France S.A.
###10.9 Amended and Restated Services Agreement between Castle Transmission
International Limited and TeleDiffusion de France S.A. dated August
1998
**10.10 Global Lease Agreement dated March 31, 1999 between Crown Atlantic
Company LLC and Cellco Partnership, doing business as Bell Atlantic
Mobile
**10.11 Master Build to Suit Agreement dated March 31, 1999 between Cellco
Partnership, doing business as BellAtlantic Mobile, and Crown
Atlantic Company LLC
***10.12 Agreement to Build to Suit dated June 1, 1999 by and among BellSouth
Mobility Inc., Crown Castle International Corp. and Crown Castle
South Inc.
#10.13 Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement)
##10.14 Crown Castle International Corp. 1995 Stock Option Plan (Fourth
Restatement)
##10.15 Castle Transmission Services (Holdings) Ltd. All Employee Share
Option Scheme dated as of January 23, 1998
##10.16 Rules of the Castle Transmission Services (Holdings) Ltd. Bonus
Share Plan
###10.17 Employee Benefit Trust between Castle Transmission Services
(Holdings) Ltd. and Castle Transmission (Trustees) Limited
##10.18 Castle Transmission Services (Holdings) Ltd. Unapproved Share Option
Scheme dated as of January 23, 1998
##10.19 Deed of Grant of Option between Castle Transmission Series
(Holdings) Ltd. and George Reese dated January 23, 1998
##10.20 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated January 23, 1998
##10.21 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated April 23, 1998
##10.22 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B. Miller, Jr., dated April 23, 1998
##10.23 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B. Miller, Jr., dated January 23, 1998
##10.24 Agreement among Castle Transmission Services (Holdings) Ltd.,
Digital Future Investments B.V., Berkshire Partners LLC and certain
shareholders of Castle Transmission Services (Holdings) Ltd. for the
sale and purchase of certain shares of Castle Transmission Services
(Holdings) Ltd., for the amendment of the Shareholders Agreement in
respect of Castle Transmission Services (Holdings) Ltd. and for the
granting of certain options dated April 24, 1998
###10.25 Governance Agreement among Crown Castle International Corp.,
TeleDiffusion de France International S.A. and Digital Future
Investments B.V., dated as of August 21, 1998
****10.26 Supplemental Agreement to the Governance Agreement among Crown
Castle International Corp., TeleDiffusion de France International
S.A., Digital Future Investments B.V., dated May 17, 1999
###10.27 Form of Severance Agreement entered into between Crown Castle
International Corp. and Ted Miller, George Reese, John Gwyn, Charles
Green, Alan Rees, Blake Hawk and David Ivy
###10.28 Shareholders Agreement among Crown Castle International Corp.,
TeleDiffusion de France International S.A. and Castle Transmission
Services (Holdings) Limited dated August 1998
###10.29 Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of
August 21, 1998 as amended by Amendment No. 1, dated as of the 12th
day of November, 1998
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
-------- ----------------------
<C> <S>
+10.30 Amendment Number Three, dated as of August 11, 1999, to the
Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of August
21, 1998
+10.31 Amendment Number Four, dated as of October 1, 1999, to the
Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of August
21, 1998
###10.32 Rights Agreement dated as of August 21, 1998, between Crown Castle
International Corp. and ChaseMellon Shareholder Services L.L.C.
**10.33 Amendment No. 1 to Rights Agreement dated March 31, 1999, between
Crown Castle International Corp. and ChaseMellon Shareholder Services
L.L.C.
**10.34 Loan Agreement dated as of March 31, 1999 by and among Crown Atlantic
HoldCo Sub LLC, as the Borrower, Key Corporate Capital Inc., as
Agent, and the Financial Institutions listed therein
++10.35 Amendment to Loan Amendment Agreement, dated June 18, 1999, by and
among Castle Transmission International Ltd., Castle Transmission
Services (Holdings) Ltd., Millennium Communications Limited and the
various banks and lenders listed as parties hereto
++10.36 Credit Agreement dated as of March 15, 2000 among Crown Castle
Operating Company, Crown Castle International Corp., The Chase
Manhattan Bank, Credit Suisse First Boston Corporation, Key Corporate
Capital Inc. and The Bank of Nova Scotia, as Agents, and the several
Lenders which are parties thereto
++10.37 Amendment to Loan Amendment Agreement dated December 23, 1999 by and
among Castle Transmission International, Ltd., Castle Transmission
Services (Holdings) Ltd, Millennium Communications Limited and the
various banks and lenders listed as parties thereto
+++10.38 Term Loan Agreement, dated as of March 30, 2000 among Crown Castle
International Corp., Chase Securities Inc., Goldman Sachs Credit
Partners L.P., Syndicated Loan Funding Trust and the several Lenders
which are parties thereto
*23.1 Consent of KPMG LLP
23.2 Consent of Cravath, Swaine & Moore (to be included in Exhibit 5.1)
+++27.1 Financial Data Schedule
</TABLE>
--------
<TABLE>
<C> <S>
* Previously Filed
@ Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-3 previously
filed by the Registrant (Registration No. 333-83395).
# Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-43873).
## Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-1 previously
filed by the Registrant (Registration No. 333-57283).
* Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9,
1998.
** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1999.
### Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-71715).
*** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated June 9, 1999.
**** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated July 22, 1999.
+ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) dated September 30,
1999.
++ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-K (Registration No. 000-24737) dated March 30,
2000.
+++ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) dated March 31,
2000.
#### Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-87765).
***** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated November 7,
1999.
****** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated November 19,
1999.
</TABLE>
<PAGE>
Item 17. 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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for the purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act) 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 (other than the
provisions relating to insurance), or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its 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 Securities
Act and will be governed by the final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has 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,
on this 18th day of May, 2000.
Crown Castle International Corp.,
/s/ W. Benjamin Moreland
by ________________________________
Name: W. Benjamin Moreland
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
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 18th day of May, 2000. Each person whose signature
appears below hereby authorizes and appoints E. Blake Hawk and Donald J. Reid,
Jr. and each of them, each of whom may act without joinder of the other, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below all amendments and post effective amendments to this Registration
Statement and any additional registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933 in respect of an offering contemplated
by this Registration Statements that attorney-in-fact may deem necessary or
appropriate.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ted B. Miller, Jr. Chairman of the Board and Chief
___________________________________________ Executive Officer (Principal Executive
Ted B. Miller, Jr. Officer)
/s/ John P. Kelly President and Chief Operating Officer
___________________________________________
John P. Kelly
/s/ W. Benjamin Moreland Senior Vice President, Chief
___________________________________________ Financial Officer and Treasurer
W. Benjamin Moreland (Principal Financial Officer)
/s/ Wesley D. Cunningham Senior Vice President, Chief Accounting
___________________________________________ Officer and Corporate Controller
Wesley D. Cunningham (Principal Accounting Officer)
/s/ David L. Ivy
___________________________________________ Vice Chairman--Global Mergers &
David L. Ivy Acquisitions and Director
/s/ William D. Strittmatter Director
___________________________________________
William D. Strittmatter
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
Signature
--------- Title
<S> <C>
/s/ Carl Ferenbach Director
___________________________________________
Carl Ferenbach
/s/ Randall A. Hack Director
___________________________________________
Randall A. Hack
/s/ Edward C. Hutcheson, Jr. Director
___________________________________________
Edward C. Hutcheson, Jr.
/s/ J. Landis Martin Director
___________________________________________
J. Landis Martin
/s/ Robert F. McKenzie Director
___________________________________________
Robert F. McKenzie
Director
___________________________________________
William A. Murphy IV
/s/ Jeffrey H. Schutz Director
___________________________________________
Jeffrey H. Schutz
II-9
<PAGE>
EXHIBITS INDEX
The following exhibits are filed as a part of this Registration Statement.
</TABLE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S> <C>
@1.1 Form of Underwriting Agreement
##2.1 Share Exchange Agreement among Castle Transmission Services
(Holdings) Ltd., Crown Castle International Corp.,
TeleDiffusion de France International S.A., Digital Future
Investments B.V. and certain shareholders of Castle
Transmission Services (Holdings) Ltd. dated as of April 24,
1998
*2.2 Formation Agreement, dated December 8, 1998, relating to the
formation of Crown Atlantic Company LLC, Crown Atlantic
Holding Sub LLC, and Crown Atlantic Holding Company LLC
**2.3 Amendment Number 1 to Formation Agreement, dated March 31,
1999, among Crown Castle International Corp., Cellco
Partnership, doing business as Bell Atlantic Mobile, certain
Transferring Partnerships and CCA Investment Corp.
**2.4 Crown Atlantic Company LLC Operating Agreement entered into as
of March 31, 1999 by and between Cellco Partnership, doing
business as Bell Atlantic Mobile, and Crown Atlantic Holding
Sub LLC
***2.5 Agreement to Sublease dated June 1, 1999 by and among
BellSouth Mobility Inc., BellSouth Telecommunications Inc.,
The Transferring Entities, Crown Castle International Corp.
and Crown Castle South Inc.
***2.6 Sublease dated June 1, 1999 by and among BellSouth Mobility
Inc., Certain BMI Affiliates, Crown Castle International Corp.
and Crown Castle South Inc.
++2.7 Agreement to Sublease dated August 1, 1999 by and among
BellSouth Personal Communications, Inc., BellSouth Carolinas
PCS, L.P., Crown Castle International Corp. and Crown Castle
South Inc.
++2.8 Sublease dated August 1, 1999 by and among BellSouth Personal
Communications, Inc., BellSouth Carolinas PCS, L.P., Crown
Castle International Corp. and Crown Castle South Inc.
*****2.9 Formation Agreement dated November 7, 1999 relating to the
formation of Crown Castle GT Company LLC, Crown Castle GT
Holding Sub LLC, and Crown Castle GT Holding Company LLC
*****2.10 Letter Agreement dated November 7, 1999 between GTE Wireless
Incorporated and Crown Castle International Corp.
++2.11 Operating Agreement, dated January 31, 2000, by and between
Crown Castle GT Corp. and affiliates of GTE Wireless
Incorporated
###3.1 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21, 1998
###3.2 Amended and Restated By-laws of Crown Castle International
Corp., dated August 21, 1998
###3.3 Certificate of Designations, Preferences and Relative,
Participating, Optional and other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions thereof
of 12 3/4% Senior Exchangeable Preferred Stock Due 2010 and 12
3/4% Series B Senior Exchangeable Preferred Stock Due 2010 of
Crown Castle International Corp. filed with the Secretary of
State of the State of Delaware on December 18, 1998
******3.4 Certificate of Designations, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions thereof
of Series A and Series B Cumulative Convertible Redeemable
Preferred Stock of Crown Castle International Corp. filed with
the Secretary of State of the State of Delaware on November
19, 1999
#4.1 Trust Deed related to (Pounds)125,000,000 9% Guaranteed Bonds
Due 2007 among Castle Transmission (Finance) PLC, as Issuer,
Castle Transmission International Ltd. and Castle Transmission
Services (Holdings) Ltd., as Guarantors, and The Law Debenture
Trust Corporation p.l.c., as Trustee, dated May 21, 1997
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
#4.2 First Supplemental Trust Deed related to (Pounds)125,000,000 9%
Guaranteed Bonds Due 2007 among Castle Transmission (Finance) PLC,
as Issuer, Castle Transmission International Ltd. and Castle
Transmission Services (Holdings) Ltd., as Guarantors, and The Law
Debenture Trust Corporation p.l.c., as Trustee, dated October 17,
1997
#4.3 Indenture, dated as of November 25, 1997, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 5/8% Senior Discount Notes Due 2007
(including exhibits)
#4.4 Article Fourth of Certificate of Incorporation of Castle Tower
Holding Corp. (included in Exhibit 3.1)
##4.5 Specimen Certificate of Common Stock
###4.6 Indenture, dated as of December 21, 1998, between Crown Castle
International Corp. and the United States Trust Company of New
York, as Trustee, relating to the 12 3/4% Senior Subordinated
Exchange Debentures Due 2010 (including exhibits)
####4.7 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9% Senior Notes Due 2011 (including
exhibits)
####4.8 Indenture, dated as of May 17, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 10 3/8% Senior Discount Notes Due 2011
(including exhibits)
***4.9 Registration Rights Agreement dated June 1, 1999 between BellSouth
Mobility Inc. and Crown Castle International Corp.
####4.10 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 9 1/2% Senior Notes Due 2011 (including
exhibits)
####4.11 Indenture, dated as of August 3, 1999, between Crown Castle
International Corp. and United States Trust Company of New York, as
Trustee, relating to the 11 1/4% Senior Discount Notes Due 2011
(including exhibits)
******4.12 Deposit Agreement among Crown Castle International Corp. and the
United States Trust Company of New York dated November 19, 1999
******4.13 Registration Rights Agreement among Crown Castle International
Corp., the United States Trust Company of New York and SFG-P INC.
dated November 19, 1999
******4.14 Warrant Agreement between Crown Castle International Corp. and the
United States Trust Company of New York dated November 19, 1999
5.1 Opinion of Cravath, Swaine & Moore
##10.1 Site Sharing Agreement between National Transcommunications Limited
and The British Broadcasting Corporation dated September 10, 1991
##10.2 Transmission Agreement between The British Broadcasting Corporation
and Castle Transmission Services Limited dated February 27, 1997
#10.3 Services Agreement between Castle Transmission International Ltd.
(formerly known as Castle Transmission Services Ltd.) and Castle
Tower Holding Corp. dated February 28, 1997
##10.4 Agreement for the Provision of Digital Terrestrial Television
Distribution and Transmission Services between British Digital
Broadcasting plc and Castle Transmission International Ltd. dated
December 18, 1997
##10.5 Digital Terrestrial Television Transmission Agreement between The
British Broadcasting Corporation and Castle Transmission
International Ltd. dated February 10, 1998
##10.6 Contract between British Telecommunications PLC and Castle
Transmission International Inc. for the Provision of Digital
Terrestrial Television Network Distribution Service dated May 13,
1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
##10.7 Amending Agreement between the British Broadcasting Corporation and
Castle Transmission International Limited dated July 16, 1998
##10.8 Commitment Agreement between the British Broadcasting Corporation,
Castle Tower Holding Corp., TeleDiffusion de France International
S.A. and TeleDiffusion de France S.A.
###10.9 Amended and Restated Services Agreement between Castle Transmission
International Limited and TeleDiffusion de France S.A. dated August
1998
**10.10 Global Lease Agreement dated March 31, 1999 between Crown Atlantic
Company LLC and Cellco Partnership, doing business as Bell Atlantic
Mobile
**10.11 Master Build to Suit Agreement dated March 31, 1999 between Cellco
Partnership, doing business as BellAtlantic Mobile, and Crown
Atlantic Company LLC
***10.12 Agreement to Build to Suit dated June 1, 1999 by and among BellSouth
Mobility Inc., Crown Castle International Corp. and Crown Castle
South Inc.
#10.13 Castle Tower Holding Corp. 1995 Stock Option Plan (Third
Restatement)
##10.14 Crown Castle International Corp. 1995 Stock Option Plan (Fourth
Restatement)
##10.15 Castle Transmission Services (Holdings) Ltd. All Employee Share
Option Scheme dated as of January 23, 1998
##10.16 Rules of the Castle Transmission Services (Holdings) Ltd. Bonus
Share Plan
###10.17 Employee Benefit Trust between Castle Transmission Services
(Holdings) Ltd. and Castle Transmission (Trustees) Limited
##10.18 Castle Transmission Services (Holdings) Ltd. Unapproved Share Option
Scheme dated as of January 23, 1998
##10.19 Deed of Grant of Option between Castle Transmission Series
(Holdings) Ltd. and George Reese dated January 23, 1998
##10.20 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated January 23, 1998
##10.21 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and David Ivy dated April 23, 1998
##10.22 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B. Miller, Jr., dated April 23, 1998
##10.23 Deed of Grant of Option between Castle Transmission Services
(Holdings) Ltd. and Ted B. Miller, Jr., dated January 23, 1998
##10.24 Agreement among Castle Transmission Services (Holdings) Ltd.,
Digital Future Investments B.V., Berkshire Partners LLC and certain
shareholders of Castle Transmission Services (Holdings) Ltd. for the
sale and purchase of certain shares of Castle Transmission Services
(Holdings) Ltd., for the amendment of the Shareholders Agreement in
respect of Castle Transmission Services (Holdings) Ltd. and for the
granting of certain options dated April 24, 1998
###10.25 Governance Agreement among Crown Castle International Corp.,
TeleDiffusion de France International S.A. and Digital Future
Investments B.V., dated as of August 21, 1998
****10.26 Supplemental Agreement to the Governance Agreement among Crown
Castle International Corp., TeleDiffusion de France International
S.A., Digital Future Investments B.V., dated May 17, 1999
###10.27 Form of Severance Agreement entered into between Crown Castle
International Corp. and Ted Miller, George Reese, John Gwyn, Charles
Green, Alan Rees, Blake Hawk and David Ivy
###10.28 Shareholders Agreement among Crown Castle International Corp.,
TeleDiffusion de France International S.A. and Castle Transmission
Services (Holdings) Limited dated August 1998
###10.29 Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of
August 21, 1998 as amended by Amendment No. 1, dated as of the 12th
day of November, 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
-------- ----------------------
<C> <S>
+10.30 Amendment Number Three, dated as of August 11, 1999, to the
Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of August
21, 1998
+10.31 Amendment Number Four, dated as of October 1, 1999, to the
Stockholders Agreement between Crown Castle International Corp. and
certain stockholders listed on Schedule 1 thereto, dated as of August
21, 1998
###10.32 Rights Agreement dated as of August 21, 1998, between Crown Castle
International Corp. and ChaseMellon Shareholder Services L.L.C.
**10.33 Amendment No. 1 to Rights Agreement dated March 31, 1999, between
Crown Castle International Corp. and ChaseMellon Shareholder Services
L.L.C.
**10.34 Loan Agreement dated as of March 31, 1999 by and among Crown Atlantic
HoldCo Sub LLC, as the Borrower, Key Corporate Capital Inc., as
Agent, and the Financial Institutions listed therein
++10.35 Amendment to Loan Amendment Agreement, dated June 18, 1999, by and
among Castle Transmission International Ltd., Castle Transmission
Services (Holdings) Ltd., Millennium Communications Limited and the
various banks and lenders listed as parties hereto
++10.36 Credit Agreement dated as of March 15, 2000 among Crown Castle
Operating Company, Crown Castle International Corp., The Chase
Manhattan Bank, Credit Suisse First Boston Corporation, Key Corporate
Capital Inc. and The Bank of Nova Scotia, as Agents, and the several
Lenders which are parties thereto
++10.37 Amendment to Loan Amendment Agreement dated December 23, 1999 by and
among Castle Transmission International, Ltd., Castle Transmission
Services (Holdings) Ltd, Millennium Communications Limited and the
various banks and lenders listed as parties thereto
+++10.38 Term Loan Agreement, dated as of March 30, 2000 among Crown Castle
International Corp., Chase Securities Inc., Goldman Sachs Credit
Partners L.P., Syndicated Loan Funding Trust and the several Lenders
which are parties thereto
*23.1 Consent of KPMG LLP
23.2 Consent of Cravath, Swaine & Moore (to be included in Exhibit 5.1)
+++27.1 Financial Data Schedule
</TABLE>
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<TABLE>
<C> <S>
* Previously filed
@ Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-3 previously
filed by the Registrant (Registration No. 333-83395).
# Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-43873).
## Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-1 previously
filed by the Registrant (Registration No. 333-57283).
* Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9,
1998.
** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1999.
### Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-71715).
*** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated June 9, 1999.
**** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated July 22, 1999.
+ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) dated September 30,
1999.
++ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-K (Registration No. 000-24737) dated March 30,
2000.
+++ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) dated March 31,
2000.
#### Incorporated by reference to the exhibits with the corresponding
exhibit numbers in the Registration Statement on Form S-4 previously
filed by the Registrant (Registration No. 333-87765).
***** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated November 7,
1999.
****** Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated November 19,
1999.
</TABLE>
