<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 8-A/A
---------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0470458
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
510 Bering Drive
Suite 500
Houston, TX 77057
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A. (c), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-57283
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
(Title of Class) Rights to Purchase Series A Participating Cumulative Preferred
Stock
================================================================================
<PAGE>
Item 2. Exhibits.
--------
Item 2 is amended by adding thereto the following:
6. Form of Amended and Restated Rights Agreement dated as of
September 18, 2000, between Crown Castle International
Corp., a Delaware corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement
amendment to be signed on its behalf by the undersigned, thereto duly
authorized.
CROWN CASTLE INTERNATIONAL CORP.
by /s/ E. Blake Hawk
----------------------------------
Name: E. Blake Hawk
Date: September 18, 2000 Title: Executive Vice President and
General Counsel
<PAGE>
INDEX OF EXHIBITS
Exhibit Title
------- -----
6 Amended and Restated Rights
Agreement dated as of September 18,
2000, between Crown Castle International
Corp. and Chase Mellon Shareholder
Services, as Rights Agent.