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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-24737
CROWN CASTLE INTERNATIONAL CORP. 401(K) PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
CROWN CASTLE INTERNATIONAL CORP.
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510 Bering Drive, Suite 500
Houston, Texas 77057-1457
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(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
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CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE REFERENCE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statement of Net Assets Available
for Plan Benefits as of December 31, 1999 2
Statement of Changes in Net Assets Available
for Plan Benefits for the period from May 1, 1999
(date of inception), to December 31, 1999 3
Notes to Financial Statements 4
SCHEDULE
Assets Held for Investment Purposes (at the End of the Plan
Period) 9
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SIGNATURE 10
EXHIBIT 11
23.1 Consent of KPMG LLP, Independent Auditors
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Independent Auditors' Report
To the Plan Administrator for the
Crown Castle International Corp.
401(k) Plan:
We have audited the accompanying statement of net assets available for Plan
benefits of the Crown Castle International Corp. 401(k) Plan as of December 31,
1999, and the related statement of changes in net assets available for plan
benefits for the period from May 1, 1999 (date of inception), to December 31,
1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1999, and the changes in its net assets available for the period
from May 1, 1999 (date of inception), to December 31, 1999, in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of formulating an opinion on the financial
statements taken as a whole. The accompanying supplementary schedule of assets
held for investment purposes as of December 31, 1999, is presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and is
not a required part of the financial statements. This supplemental schedule is
the responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audit of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
May 19, 2000
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CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1999
Assets
Cash $ 8,824
Investments (note 3) 6,918,364
Receivables:
Participant contributions 54,813
Sponsor contributions 319,807
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Total receivables 374,620
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Net assets available for plan benefits $ 7,301,808
===========
See accompanying notes to the financial statements.
2
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CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
For the Period From May 1, 1999 (Date of Inception), to December 31, 1999
Additions:
Additions to net assets attributed to:
Investment income:
Net realized gain and unrealized appreciation on
investments (note 3) $ 1,066,202
Dividends and interest 294,552
Other income 3,059
Contributions:
Participant 1,127,428
Sponsor 666,557
Rollovers 1,351,805
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Total additions 4,509,603
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 525,231
Other expenses 1,250
------------
Total deductions 526,481
------------
Net increase prior to fund transfers 3,983,122
Transfers in from prior plans (note 1) 3,318,686
------------
Net increase 7,301,808
Net assets available for benefits:
Beginning of period --
------------
End of period $ 7,301,808
============
See accompanying notes to financial statements.
3
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CROWN CASTLE INTERNATIONAL CORP.
401(K) Plan
Notes to Financial Statements
December 31, 1999
(1) Plan Description
The following description of the Crown Castle International Corp. 401(k)
Plan (the Plan) provides only general information. Participants should
refer to the Plan Agreement for more complete information.
(a) General
The Plan is a defined contribution plan available to eligible
employees of Crown Castle International Corp. (the Company). The Plan
was adopted by the Board of Directors of the Company on March 4, 1999.
PNC Bank, N.A. was appointed to be the trustee of the Plan, serving as
both the custodian and the recordkeeper. The Plan was established on
May 1, 1999. Two preexisting plans, Crown Employee 401(k) Retirement
Plan and the TEA Group Incorporated Profit Sharing & Retirement Plan
were terminated as of April 30, 1999. Participants' investment account
balances of the pre-existing plans were transferred to the Plan in May
1999. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and is administered by a plan
administrator appointed by the Company.
(b) Contributions
Eligible employees (participants) may elect to contribute from 1% to
15% of their biweekly compensation as a salary reduction contribution
on a before-tax basis. These salary reduction contributions are fully
vested at all times. Participants may also contribute amounts
representing distributions from other qualified plans. Participants
direct the investment of their contributions into various investment
options offered by the Plan. The Plan currently offers fifteen mutual
funds and Crown Castle International Corp. Common Stock. The Company
matches and contributes 100% of the first 3% of compensation that a
participant contributes to the Plan. Additional discretionary amounts
may be contributed at the option of the Company's Board of Directors.
Contributions are subject to certain limitations.
(c) Participant Accounts
Participant accounts are maintained at fair market value. Each
participant's account is credited with the participant's contribution
and allocations of (a) the Company's matching contribution and (b)
Plan earnings. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
(d) Vesting
Participants are vested immediately in their contributions plus actual
earnings thereon. Vesting in the Company's contribution portion of
their accounts is based on years of continuous service. A participant
is 100 percent vested after three years of credited service.
(e) Participant Loans
4 (Continued)
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CROWN CASTLE INTERNATIONAL CORP.
401(K) Plan
Notes to Financial Statements
December 31, 1999
Participants are permitted to borrow from their fund accounts a
minimum of $1,000 up to a maximum of 50% of vested balance or $50,000,
whichever is less. The loans are secured by the balance in the
participant's account and bear interest at a fixed rate of prime + 1%.
All loans are subject to specific repayment terms and must be repaid
within a five-year period. Each participant is granted one loan at a
time.
(f) Payment of Benefits
Participants are permitted to withdraw any portion of their vested
account balance due to death, permanent disability, retirement,
attainment of age 59-1/2, in the event of financial hardship or
termination of service. The participant may elect to receive a lump-
sum payment, subject to federal income tax withholdings, or rollover
the vested account balance to another qualified plan. These
withdrawals, prior to retirement, may result in certain suspensions of
future participation in the plan.
(g) Forfeitures
Company contributions and earnings thereon that have not become
vested, and have been forfeited by the withdrawal of participants'
savings in accordance with the applicable provisions of the Plan, are
applied against administrative expenses of the Plan. Excess
forfeitures are applied to reduce the Company's contributions required
under the Plan.
(h) Termination of Plan
In the event of termination of the Plan, the plan administrator will
continue to function during such period as is necessary to make
remaining normal distributions and to administer and distribute the
residual interests of the participants.
(2) Summary of Significant Accounting Policies
(a) Basis of Financial Statements
The accompanying financial statements have been prepared on the
accrual basis. The preparation of the financial statements in
conformity with generally accepted accounting principles requires the
Plan Administrator to make estimates and assumptions that affect the
amounts reported in the financial statements and notes thereto. Actual
results could differ from those estimates.
(b) Investment Income
Interest income from investments is recorded on an accrual basis.
Dividend income is recorded on the ex-dividend date.
5 (Continued)
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CROWN CASTLE INTERNATIONAL CORP.
401(K) Plan
Notes to Financial Statements
December 31, 1999
(c) Investments
Investments in common stock traded on securities exchanges and
investment companies are valued at their last reported sales price on
the last business day of the Plan year. Investments in collective
trust funds are valued at the net asset value of the respective funds
on the last day of the Plan year.
Investment transactions are accounted for on a trade-date basis.
In accordance with the policy of stating investments at fair value,
changes in unrealized appreciation or depreciation are reflected in
the statements of changes in net assets available for plan benefits.
(d) Contributions
Participant contributions are recorded on a biweekly basis as they are
withheld from the participant's wages.
(e) Distributions to Participants
Distributions to participants are recorded when applications for
withdrawals are processed by the recordkeeper.
(f) Expenses
The Company pays for all Plan administrative expenses.
(3) Investment Programs
PNC Bank, N.A. acts as custodian of the Plan assets. The funds listed below
were the investment options for salary reduction contributions as of
December 31, 1999. Any of these funds may be invested in short-term debt
obligations of any nature or held in cash pending investment or
distribution. The assets that comprise these funds may be invested in
registered investment companies or collective trust funds.
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. BlackRock Money Market Portfolio . American Century International Growth Fund
. Fidelity Advisor Government Investment Fund . American Century Equity Growth Fund
. Janus Flexible Income Fund . INVESCO Blue Chip Growth Fund
. Scudder Balanced Fund . Janus Growth & Income Fund
. Fidelity Advisor Growth & Income Fund . Janus Olympus Fund
. American Century Income & Growth Fund . Janus Twenty Fund
. Fidelity Advisor Growth Opportunities Fund . Fidelity Advisory Mid-Cap Fund
</TABLE>
6 (Continued)
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CROWN CASTLE INTERNATIONAL CORP.
401(K) Plan
Notes to Financial Statements
December 31, 1999
. Janus Worldwide Fund . Crown Castle International Corp. Stock
The following presents investments that represent 5 percent or more of the
Plan's assets:
December 31,
1999
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Fidelity Advisor Growth Opportunities Fund $ 545,834
INVESCO Blue Chip Growth Fund 1,097,498
Janus Growth & Income Fund 656,174
Janus Olympus Fund 801,012
Janus Twenty Fund 820,044
Janus Worldwide Fund 466,176
Scudder Balanced Fund 382,230
During the period, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $1,066,202 as follows:
Mutual funds $ 976,284
Common stock 89,918
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$ 1,066,202
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7 (Continued)
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CROWN CASTLE INTERNATIONAL CORP.
401(K) Plan
Notes to Financial Statements
December 31, 1999
(4) Federal Income Taxes
The Company adopted a Prototype Standardized Profit Sharing Plan with a
cash or deferred arrangement and has requested a favorable determination
letter from the Internal Revenue Service. The determination letter has not
yet been received. However, the Company believes that the Plan currently is
designed and being operated in compliance with the applicable requirements
of the Plan and the Internal Revenue Code. Accordingly, the accompanying
financial statements do not include a provision for federal income taxes.
(5) Loans to Participants
Loans are made available to all participants on a nondiscriminatory basis
in accordance with the specific provisions set forth in the Plan. The
amount of a loan cannot generally exceed the lesser of $50,000 or one-half
of a participant's total vested account balance. The loans bear interest at
rates determined by the plan administrator, generally 1 percent above the
prime rate at the time the loan is made. All loans are subject to specific
repayment plans and are secured by the participant's nonforfeitable
interest in his/her account equivalent to the principal amount of the loan.
(6) Adoption of New Accounting Policy
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP 99-
3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999, with earlier
application encouraged. The Plan adopted SOP 99-3 during the Plan period
ended December 31, 1999.
8
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Schedule 1
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
EIN: 76-0470458
Plan Number: 001
Assets Held for Investment Purposes (at the End of the Plan Period)
December 31, 1999
<TABLE>
<CAPTION>
Identity of issue, borrower, Current
lessor or similar party Description of investment value
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<S> <C> <C>
* BlackRock Funds BlackRock Money Market Portfolio $ 352,919
Fidelity Investments Fidelity Advisors Government Investment Fund 67,844
Janus Capital Corporation Janus Flexible Income Fund 123,187
Scudder Investor Services, Inc. Scudder Balanced Fund 382,230
Fidelity Investments Fidelity Advisor Growth & Income Fund 300,827
American Century Investments American Century Income & Growth Fund 358,088
Fidelity Investments Fidelity Advisor Growth Opportunities Fund 545,834
Janus Capital Corporation Janus Worldwide Fund 466,176
American Century Investments American Century International Growth Fund 108,022
American Century Investments American Century Equity Growth Fund 139,102
INVESCO Funds INVESCO Blue Chip Growth Fund 1,097,498
Janus Capital Corporation Janus Growth & Income Fund 656,174
Janus Capital Corporation Janus Olympus Fund 801,012
Janus Capital Corporation Janus Twenty Fund 820,044
Fidelity Investments Fidelity Advisor Mid-Cap Fund 310,274
* Crown Castle International
Corp. Common Stock 232,159
* Participants Participant loans with various rates of interest
of interest from 8.75% to 9.5% and various
maturity dates through 2005 156,974
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$ 6,918,364
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* Party-in-interest
See accompanying independent auditors' report.
9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator for the Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
(Name of Plan)
By /s/ WESLEY D. CUNNINGHAM
-----------------------------
Wesley D. Cunningham
Senior Vice President,
Chief Accounting Officer
and Corporate Controller
Date: June 28, 2000
10
