<PAGE>
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2000
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24737 76-0470458
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (713) 570-3000
--------------------------------------------------------------------------------
<PAGE>
This document includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Other than statements of historical fact, all statements
regarding industry prospects, the consummation of the transactions described in
this document and the Company's expectations regarding the future performance of
its businesses and its financial position are forward-looking statements. These
forward-looking statements are subject to numerous risks and uncertainties.
Item 5. Other Events
Crown Castle International Corp. (the "Company") announced on June 22, 2000
that it priced $500 million of its 10.75% Senior Notes due 2011. The net
proceeds of the offering will be used to repay outstanding term loans incurred
in connection with the Company's acquisition of towers from GTE Wireless and for
other general corporate purposes. Closing of the offering is scheduled for
Monday, June 26, 2000.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
--Not applicable.
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated financial
statements, together with the introductory language thereto, are included
herein as Exhibit 2.1:
(1) Unaudited Pro Forma Condensed Consolidated Statements of Operations for
the year ended December 31, 1999 and the three months ended March 31,
2000
(2) Notes to Unaudited Pro Forma Condensed Consolidated Statements of
Operations
(3) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March
31, 2000
(4) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Unaudited Pro Forma Condensed Consolidated Financial
Statements of Crown Castle International Corp.
4 Form of Indenture
99.1 Press Release dated June 22, 2000
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Crown Castle International Corp.,
By: /s/ E. Blake Hawk
----------------------------
Name: E. Blake Hawk
Title: Executive Vice President and
General Counsel
Date: June 26, 2000
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Unaudited Pro Forma Condensed Consolidated Financial
Statements of Crown Castle International Corp.
4 Form of Indenture
99.1 Press Release dated June 22, 2000
4