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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 5, 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
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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.
Capitalized terms used but not defined herein shall have the meaning
assigned thereto in the Company's Registration Statement on Form S-3 (Reg. No.
333-83395), as amended and as supplemented by a prospectus supplement dated
August 5, 1999.
Item 5. Other Events
In connection with a previously announced Disposition Agreement between us
and France Telecom, on June 5, 2000 France Telecom agreed to sell 29,942,360
shares of our common stock in an underwritten public offering for approximately
$693.1 million, net of underwriting discounts. The sale is scheduled to settle
on June 8, 2000, and is subject to customary closing conditions. When the
offering is closed, France Telecom will relinquish its governance rights in
Crown Castle and its subsidiaries. Within thirty days of the closing, France
Telecom will sell its remaining interests in Crown Castle to one or more
financial institutions, who will agree to a one year lock-up of such shares.
For a more detailed description of the transaction, see the Press Release and
Amendment No. 1 to the Disposition Agreement, each of which is attached as an
exhibit hereto.
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
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Exhibit No. Description
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<C> <S>
2.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Crown Castle International Corp.
99.1 Press Release dated June 5, 2000.
99.2 Amendment No. 1 to Disposition Agreement among Crown Castle
International Corp., Crown Castle UK Holdings Limited, France
Telecom S.A., Telediffusion de France International S.A., and
Transmission Future Networks B.V. and the financial institutions
that have executed counterpart signature pages thereto, dated June
5, 2000.
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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.
/s/ Wesley D. Cunningham
By: _________________________________
Name: Wesley D. Cunningham
Title: Senior Vice President,
Corporate Controller and
Chief Accounting Officer
Date: June 6, 2000
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Unaudited Pro Forma Condensed Consolidated Financial Statements of
Crown Castle International Corp.
99.1 Press Release dated June 5, 2000.
99.2 Amendment No. 1 to Disposition Agreement among Crown Castle
International Corp., Crown Castle UK Holdings Limited, France Telecom
S.A., Telediffusion de France International S.A., and Transmission
Future Networks B.V. and the financial institutions that have executed
counterpart signature pages thereto, dated June 5, 2000.
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